CWB-Management Proxy Circular-2023-EN

Fiscal 2022

Market or payout value of all vested DSUs not paid out or distributed (2) ($)

Market value (2) ($)

Number of DSUs vested for Fiscal 2022 (1)

Total DSUs held as of October 31, 2022

Andrew J. Bibby

3,301

78,234

20,763

492,083

Marie Y. Delorme

5,872

139,166

7,497

177,679

Maria Filippelli

6,021

142,698

11,333

268,592

Linda M.O. Hohol

3,412

80,864

23,634

560,126

Robert A. Manning

5,590

132,483

40,663

963,713

E. Gay Mitchell

3,369

79,845

15,123

358,415

Sarah A. Morgan-Silvester

6,662

157,889

32,916

780,109

Margaret J. Mulligan

7,232

171,398

30,522

723,371

Robert L. Phillips (3)

3,201

75,864

33,777

800,515

Irfhan A. Rawji

5,872

139,166

7,497

177,679

Ian M. Reid

4,452

105,512

37,251

882,849

H. Sanford Riley (3)

3,899

92,406

44,693

1,059,224

(1) DSUs are issued after each quarter in arrears. (2) DSUs are valued based on $23.70, the closing price of CWB common shares on the TSX on October 31, 2022. (3) Mr. Phillips and Mr. Riley retired from the Board on April 7, 2022.

DIRECTOR TOTAL COMPENSATION

For the fiscal year ended October 31, 2022, independent directors earned a total of $2,294,833 in retainers and fees. Below are the amounts, before withholdings, earned by the independent directors during fiscal 2022 for membership on the Board and its committees:

Director Fees (1) ($)

In Cash

In DSUs

All Other Compensation ($)

Total Compensation ($)

Andrew J. Bibby

124,500

80,000

-

204,500

Marie Y. Delorme

-

175,000

-

175,000

Maria Filippelli

6,000

175,000

-

181,000

Linda M.O. Hohol

126,000

80,000

-

206,000

Robert A. Manning

84,000

126,000

-

210,000

E. Gay Mitchell

121,417

80,000

-

201,417

Sarah A. Morgan-Silvester

137,333

163,333

-

300,666

Margaret J. Mulligan

-

190,000

-

190,000

Robert L. Phillips (2)

50,000 (3)

110,167

41,667

201,834

Irfhan A. Rawji

21,000

175,000

-

196,000

Ian M. Reid

105,500

100,000

-

205,500

H. Sanford Riley (2)

5,000 (4)

39,583

33,333

77,916

Total

2,349,833

(1) Includes each individual’s director or Chair of the Board retainer, Committee Chair retainers, additional retainer for serving on both the Audit and Risk Committees, and LAP fees, as applicable. (2) Mr. Phillips and Mr. Riley retired from the Board effective April 7, 2022. (3) In recognition of Mr. Phillips’s retirement after 21 years of Board service, we made a $50,000 donation to the University of Alberta Faculty of Engineering and Faculty of Law Scholarships. This amount is not included in the total retainers and fees earned by independent directors. (4) In recognition of Mr. Riley’s retirement after 11 years of Board service, we made a $5,000 donation to the University of Winnipeg Commerce Scholarship. This amount is not included in the total retainers and fees earned by independent directors.

17 | Canadian Western Bank- Management Proxy Circular

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