Voting and Attendance Information: Questions and Answers
Q: Why have I received this Circular?
A: You received this Circular because you hold common shares of CWB as of the record date and have the right to vote at the annual meeting of common shareholders. This Circular details the items that will be covered and voted on at the annual meeting, along with detailed voting instructions.
Q: Why did I receive a notice regarding the electronic availability of this Circular instead of receiving a paper copy?
A: The notice included in your package provides details on how to access an electronic copy of this Circular and how to request a paper copy. By providing a notice instead of a paper copy of this Circular, we minimize the costs to print and mail this Circular and reduce the impact on the environment. Canadian securities laws (Notice and Access Rules) allow public companies to provide electronic access to this Circular instead of a paper copy to our registered and beneficial shareholders, provided that shareholders are given the option to request a paper copy.
Q: Who is soliciting my proxy?
A: The enclosed proxy form is being solicited by CWB management. It is expected that the solicitation will be primarily by mail. We will bear the costs associated with this solicitation.
Q: What will I be voting on?
A: You will be asked to vote on the following:
• Election of directors; • Appointment of auditor; and • Advisory resolution on CWB ’s approach to executive compensation (“say on pay”).
Q: When and where is the meeting being held?
A: April 6, 2023 at 1:00 p.m. (Mountain Time). It is being held virtually by live webcast accessible at web.lumiagm.com/436151338 , password “ cwb2023 ” (case sensitive) and in-person at the Fairmont Hotel Macdonald in Edmonton, Alberta. We are holding a virtual meeting in order to limit and mitigate risks to the health and safety of the shareholders and the community. Please see the annual meeting page of our website for the most up-to-date information: www.cwb.com/investor-relations/financial- information/annual-report-and-annual-meeting.
Q: How do I access and participate in the virtual meeting?
A: Registered shareholders, and duly appointed proxyholders, can access the meeting as follows:
• Go to web.lumiagm.com/436151338 in a web browser on a smartphone, tablet or computer at least 30 minutes prior to the start of the meeting. The latest versions of Chrome, Safari, Microsoft Edge or Firefox will be needed. Please ensure the browser being used is compatible by logging in early. You should allow ample time to check into the virtual meeting to check compatibility and complete the related procedures. • Select “I have a Control Number/Username” and enter your 15 -digit Control Number (your Control Number is located on your form of proxy) and the password: “ cwb2023 ” (case sensitive).
Guests, including non-registered securityholders who have not duly appointed themselves as proxyholders, can also log in to the meeting. Guests can listen to the meeting but are not able to vote.
• Go to web.lumiagm.com/436151338 in a web browser on a smartphone, tablet or computer at least 30 minutes prior to the start of the meeting. The latest versions of Chrome, Safari, Microsoft Edge or Firefox will be needed. Please ensure the browser being used is compatible by logging in early. You should allow ample time to check into the virtual meeting to check compatibility and complete the related procedures. • Select “I am a guest” and the n complete the online form.
Q: How do I ask questions at the virtual meeting?
A: Shareholders are encouraged to submit questions in advance of the meeting by emailing CorporateSecretary@cwbank.com. Shareholders participating in the virtual meeting will have the opportunity to submit written questions to the Chair via the LUMI virtual AGM platform. Please see the annual meeting page of our website for the most up-to-date information: www.cwb.com/investor-relations/financial-information/annual-report-and-annual-meeting.
Q: How do I appoint a proxyholder to represent me at the virtual meeting?
A: If you wish to appoint a third-party proxyholder to represent you at the virtual meeting, you must submit your proxy or voting instruction form (as applicable) prior to registering your proxyholder. You can choose anyone to act as your proxyholder. It does not have to be the persons named in the enclosed proxy form or another shareholder. If you leave the space in the proxy form blank, the persons designated in the proxy form, who are CWB directors, will be appointed to act as your proxyholder. Registering your proxyholder is an additional step once you have submitted your proxy or voting instruction form. Failure to register your proxyholder will result in your proxyholder not receiving a Username to participate in the meeting. To register a proxyholder, you MUST visit www.computershare.com/CanWesternBank by 1:00 p.m. (Mountain Time) on April 4, 2023 and provide Computershare wi th your proxyholder’s contact information so that Computershare may provide your proxyholder with a Username via email. We encourage you to vote in advance by submitting your voting instruction form or proxy (as applicable) by the applicable deadline.
3 | Canadian Western Bank- Management Proxy Circular
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