CWB-Management Proxy Circular-2023-EN

Invitation to Shareholders DEAR FELLOW SHAREHOLDERS:

On behalf of the Board and our team at CWB Financial Group, we are pleased to invite you to attend the 2023 annual meeting of shareholders on April 6, 2023 at 1:00 p.m. (Mountain Time). We encourage shareholders to attend our annual meeting virtually through the LUMI platform accessible at, password “ cwb2023 ” (case sensitive). The meeting will also have a small in -person option at the Fairmont Hotel Macdonald in Edmonton, Alberta. At the meeting, whether you attend virtually or in person, you will gain insight from CWB's leadership about our fiscal 2022 performance, our strategic direction, and have the opportunity to ask questions of the Board and management. The Board continues to provide strong oversight as management executes our winning strategy to deliver the best full-service bank for business owners in Canada. We have delivered strong growth in Ontario, with further momentum supported by the newly opened Markham banking centre in fiscal 2022 and opening of a new banking centre in Toronto’s financial district next year. We will also leverage our new modern flagship banking centre in Vancouver to support market share growth in British Columbia. With our modern technology infrastructure and a targeted approach to enhance our digital capabilities, we provide enhanced value to our clients. We successfully launched our new personal and small business digital banking platforms this year to provide clients more time to focus on running their business. Continued enrichment of our digital capabilities broadens our access to stable lower cost funding through enhanced growth of full-service relationships both within and outside our banking centre footprint. As our clients grow and become successful, we are positioned to grow with them. Our expanded wealth offering enables our teams to continue to be our clients’ financial services partner through all stages of their lives. CWB Wealth is positioned to provide a differentiated client experience in Canadian private wealth advisory services and strengthen full-service relationships with successful business families, business executives, and employees of the businesses CWB serves. As part of strengthening oversight of all aspects of sustainability, this year, we updated Board and committee mandates to further reflect our governance responsibilities in relation to CWB’s approach to ESG factors, initiatives, risks, and reporting. We remain committed to supporting and engaging with management as they continue to execute CWB’s sustainability roadmap. Today, we are a more resilient bank than ever with a track record of strong performance through economic cycles. Our confidence reflects the strength of our teams across the organization. We believe we have the right diversity of experience, perspectives and skill sets to effectively address the opportunities and challenges ahead. The enhanced capabilities we have built provide a platform to create sustainable long-term value.

Thank you from CWB

Our people first culture supports our continued position as a destination for top talent. Our collaborative, high-performance culture was recognized again this year by Great Place to Work Canada® as one of this year’s top 20 Best Workplaces TM in Canada and one of the Best Workplaces TM for Hybrid Work. This year, we are pleased to have seamlessly executed our planned succession at both the executive leadership team level and the Board level. We wish Carolyn Graham, Glen Eastwood and Darrell Jones happiness in their retirements and thank each of them for their significant contributions to CWB. We are confident that Carolina Parra, Jeff Wright, John Steeves and Azfar Karimuddin are the right additions to our executive team to continue to deliver a differentiated client experience and award-winning workplace culture.

We want to thank all our CWB team members for your unwavering commitment to delivering an unrivaled experience to our clients and advancing our strategic direction. We are excited about the opportunities that lie ahead and remain confident in our ability to produce sustainable value for all stakeholders.

To our clients across Canada, thank you for choosing CWB and giving our team the opportunity to be a trusted partner that is obsessed with your success.

To our fellow shareholders, thank you for your ongoing support and commitment to CWB through a year of strategic investment and prudent risk management to ensure we are well positioned for the challenges and opportunities that may lie ahead. Looking forward, we will take a targeted approach in our investments and drive strong growth of profitable full-service client relationships across our geographic footprint. Our team is poised to deliver upon our significant potential with strong core operating performance next year, and we have charted a course to reward you with a meaningful expansion of our return on equity by 2024.

Director Retirement

After 37 years of esteemed and dedicated service, Mr. Robert Manning will retire from the Board and not stand for re-election at the annual meeting. An original member, Mr. Manning is the longest standing member of CWB’s Board, and has served as Chair of the Audit Committee since 1996. His accomplished business acumen, experience, and thoughtful perspective have greatly contributed to the enduring foundation upon which the strong performance of our Board and CWB have been built. CWB has grown and developed under the exemplary leadership and insightful governance of Mr. Manning, and his energy will be missed. We wish to thank and express our utmost gratitude to Mr. Manning for the dedication, leadership, and invaluable experience he has brought to the Board and executive management.


Sarah A. Morgan-Silvester Chair of the Board

Christopher H. Fowler President and Chief Executive Officer

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