CWB-Management Proxy Circular-2023-EN

DEFERRED COMPENSATION

Deferred compensation that remained outstanding and which had not expired as at October 31, 2022 and October 31, 2021, and previously deferred compensation that was paid out in fiscal 2022 and 2021, follows. Deferred compensation is comprised of stock options, RSUs, and PSUs.

2022

2021

Other Material Risk Takers

Other Material Risk Takers

Senior Managers

Senior Managers

Outstanding Deferred Compensation

Vested ($) (1)(2)

-

-

2,174,112

497,592

Unvested ($) (1)(3)

4,770,027

4,096,752

11,410,889

11,704,032

Total Outstanding ($)

4,770,027

4,096,752

13,585,002

12,201,624

Fiscal Year Payouts ($) (4)

4,612,169

2,225,229

4,077,055

3,592,931

(1) The value of vested and unvested awards is based on the closing share price on the TSX on October 31, 2022 ($23.70) and October 29, 2021 ($39.59). (2) Outstanding vested compensation is comprised of stock options that were exercisable on October 31, but that had not yet been exercised. Each outstanding stock option is valued at the closing price of a common share on the TSX on October 31, 2022, or October 29, 2021 (as applicable) less the exercise price. (3) Outstanding unvested compensation is comprised of outstanding stock options that were not exercisable on or before October 31 in addition to RSUs and PSUs that had not vested by October 31. Outstanding stock options are valued at the closing price of a common share on the TSX on October 31, 2022, less the exercise price. Outstanding unvested RSUs and PSUs are valued at the closing price of a common share on the TSX on October 31, 2022, or October 29, 2021 (as applicable) in addition to any dividend entitlement earned on such unvested RSUs and PSUs between the date that they were granted and October 31, 2022, or October 29, 2021 (as applicable). (4) Fiscal year payouts include the value of exercised stock options during the fiscal year in addition to any RSUs and PSUs paid out in the fiscal year. Stock option payouts are valued at the closing price of a common share on the TSX on the exercise date less the exercise price. The value of RSU payouts is calculated based on the average of the weighted average trading price of the common shares on the TSX for each of the four business days preceding the vesting date plus the vesting date of the RSU in addition to any dividend entitlement that was earned on such RSU between the grant date and the vesting date. PSUs granted in fiscal 2018 and 2019 vested in fiscal 2021 and 2022, respectively. The value of PSUs that vested in the fiscal year are calculated as the number of PSUs that vested, multiplied by the vesting date value, multiplied by the applicable performance multiplier, to arrive at the award payout. All variable compensation awards granted to Senior Managers and Other Material Risk Takers, both vested and unvested, are subject to recoupment in accordance with our Compensation Recoupment Policy. Unvested awards are also subject to forfeiture in the event that employment is terminated due to resignation or dismissal.

Canadian Western Bank- Management Proxy Circular | 68

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