CWB-Management Proxy Circular-2023-EN

Executive Compensation and Related Information DEAR FELLOW SHAREHOLDERS:

On behalf of the Board, the HR Committee oversees CWB Financial Group’s executive compensation program. We are pleased to provide an overview of our compens ation program and results for fiscal 2022.

Our ability to attract, retain, and engage talented, diverse and capable executives, and our continued focus on rewarding strong, balanced financial and operational performance is key to the execution of our strategic direction as the best full-service bank for business owners in Canada. Our compensation framework reflects our continued focus on driving growth and creating long- term value for our shareholders, all within CWB’s risk appetite. At the beginning of fiscal 2022, we appointed Carolina Parra as CRO, and on April 1, 2022, appointed Azfar Karimuddin as CIO, Jeff Wright as Group Head, CS&SB, and John Steeves as EVP, Banking, as part of a planned succession for existing EVPs who retired. Each year, as part of our commitment to proactively manage compensation risk, we review and refine our compensation program to ensure executive pay is linked to performance, aligned with shareholder and stakeholder interests, and reflects market and best practices. For fiscal 2022, general increases to executive salary were awarded to ensure market alignment and in some cases, to reflect the expanded oversight responsibilities of the executive.


As fiscal 2022 commenced, the Canadian economy continued on its path to recovery from the impacts of the COVID-19 pandemic. Economic conditions deteriorated as the year progressed, as rising commodity prices, supply chain pressures, labour shortages and strong global and domestic demand drove persistent levels of inflation. In response, the rapid and significant increase in market interest rates began to cool economic growth and fuel the potential for recessionary conditions to emerge in Canada. Against this backdrop, we delivered strong strategic execution that positions us strongly to capitalize on the opportunities in front of us and manage through the potential economic volatility that may be on the horizon. We have ended the current year at a historically low level of gross impaired loans, and our provisions for credit losses and credit write-offs remain well below historical averages. Our strategic execution to win more full-service client relationships supported 9% annual loan growth and 8% branch- raised deposit growth. We also continued to focus on our geographic diversification strategy, with loan growth of 11% in Ontario with strong momentum building from our Mississauga and newly opened Markham banking centres. While our targeted approach for loan growth has delivered very strong credit performance to date, the overall yield on our loan portfolio did not maintain pace with the increase in our deposit costs, which reduced our net interest margin. We expect this impact to begin to reverse as market interest rates and deposit costs stabilize. Total non-interest expenses were up 14%, including accelerated amortization of previously capitalized AIRB assets. Adjusted non-interest expenses increased 11%, which was driven by our continued strategic execution, including investment in our people, digital capabilities, our new banking centres in Markham, Ontario and downtown Vancouver and expanded product offerings to optimize our business, deliver an unrivaled experience to our clients and accelerate full-service client growth. Against the continued challenging operating environment and macroeconomic uncertainty, our teams are dedicated to execute our strategy as the best full-service bank for business owners in Canada.

Fiscal 2022 Financial Highlights (compared to 2021)

Pre-Tax, Pre-Provision Income (1)

Diluted EPS

Total Revenue


Branch-Raised Deposits

$3.39 Down 9%

$1.1 billion Up 6%

$522 million Up 1%

Up 9% in total; Up 11% in Ontario

Up 8%

Fiscal 2022 Strategic Accomplishments

• Successfully launched a personal and small business digital banking platform. The small business platform can integrate with third party accounting platforms and provide our clients with predictive cash flow modelling. • Expanded our presence in the Ontario market, supported by the opening of our new Markham banking centre, building on the success of our first Ontario location in Mississauga in 2020. The targeted expansion in Ontario and enhancement of our digital capabilities supports our ability to deliver an unrivaled client experience to more business owners across Canada. • Consolidated and relocated our regional office and banking centre within downtown Vancouver to a new modern flagship banking centre. The highly visible location on West Georgia provides prominent branding, supports hybrid work, and integrates our business and personal banking, trust services and CWB Wealth teams to provide an elevated client experience and capitalize on an opportunity to grow our market share in British Columbia. We also opened the Gateway Banking Centre, CWB’s second flagship location in Edmonton , as well as our Calgary Northeast Banking Centre. • Successfully harmonized our wealth management brands with the launch of CWB Wealth. The launch further integrates our acquired wealth management operations under one brand and strategically positions us to expand full-service client offerings and opportunities, and provide a unique client experience in Canadian private wealth advisory services. • Executed an investment commitment to participate in a venture capital fund managed by a global fintech-focused investor that invests in, and partners with, some of the world’s most innovative financial technology companies. Participation in this fund will pr ovide actionable insights from exposure to emerging trends and partnership opportunities to further elevate our digital client experience and product offering.

Transform and optimize our capabilities to create an unrivaled experience for our clients

33 | Canadian Western Bank- Management Proxy Circular

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