CWB-Management Proxy Circular-2023-EN

Share Incentive Plan (SIP)

Overhang (number of stock options reserved for issuance plus stock options outstanding) Dilution (number of stock options outstanding and not exercised) Number of Securities to be Issued Upon Exercise of Outstanding Stock Options Weighted Average Exercise Price of Outstanding Stock Options Number of Securities Remaining Available for Future Issuance

6,124,606 common shares, representing 6.49% of all issued and outstanding common shares.

1,871,717 common shares, representing 1.98% of all issued and outstanding common shares.

Given the mandatory “Cashless Settlement of Stock Option s” described below, if all outstanding stock options (vested and unvested) were exercised at the October 31, 2022 share price, 26 common shares would be issued.

$31.63

4,252,889 common shares are available for issuance under future grants, representing 4.51% of all issued and outstanding common shares. 363,378 stock options were issued in fiscal 2022, representing 0.39% of all issued and outstanding common shares.

Stock Options Issued in 2022

2022

2021

2020

Burn rate (the number of stock options issued each year, expressed as a percentage of the weighted average number of issued and outstanding common shares for the relevant fiscal year)

0.40%

0.41%

0.47%

Grant Determination

• The estimated value of a stock option on a grant date is determined using a binomial stock option pricing model. The applicable allocation (based on a percentage of base salary as shown on the table on page 44) is then divided by the stock option value to arrive at the number of stock options that will be granted to the executive. • All outstanding stock options have an exercise price equal to the weighted average trading price of CWB's common shares on the TSX on the grant date and the four trading days immediately preceding the grant date. The SIP provides that the exercise price of a stock option cannot be less than this price. • The SIP permits stock options to be granted with a term of up to eight years. Stock options expire on the seventh anniversary of the grant date. • A stock option's term is extended by up to ten trading days following a blackout period should it otherwise expire during, or immediately after, a blackout period. • All outstanding stock options vest three years after they are granted. The HR Committee has the authority to set the date at which stock options vest and to accelerate the time at which any stock option vests. • Upon a change of control, stock options vest immediately if both of the following conditions are met: (i) the stock option holder’s employment is eliminated or substantially changed, and (ii) the stock option holder ceases to be an employee of CWB Financial Group within 18 months of the change of control. • The following describes how stock options are affected by a holder's resignation, termination, death or retirement:

Exercise Price

Term

Vesting

Unvested Stock Options

Stock Options Vested but Unexercised

Must be exercised by the earlier of the original expiry date and 90 days from the date of resignation. Must be exercised by the earlier of the original expiry date and 30 days from the date of termination. Must be exercised by the earlier of the original expiry date and one year from the date of termination. Must be exercised by the earlier of the original expiry date and two years from the date of death.

Resignation

Forfeited

Termination (with cause)

Forfeited

Termination (without cause)

Forfeited

Death

Vest immediately

Vest on the original vesting date and must be exercised by the original expiry date

Retirement (as defined in the SIP)

Must be exercised by the original expiry date.

Assignment

• No stock option is assignable other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order.

45 | Canadian Western Bank- Management Proxy Circular

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