Other Information
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
No directors are, or were during the course of this fiscal year, indebted to us for any purpose. No executive officers are, or have been during the course of this fiscal year, indebted to us with respect to indebtedness entered into in connection with a purchase of CWB securities. AGGREGATE INDEBTEDNESS
The aggregate indebtedness to us of all executive officers, directors, employees and former executive officers, directors and employees of CWB Financial Group as at January 31, 2023 follows. This amount includes routine indebtedness as defined under Canadian securities laws.
Purpose
To CWB or its Subsidiaries ($)
To Another Entity ($)
Share Purchases
-
-
232,269,412 (1)
Other
-
(1) $200,525,394 of which represents indebtedness in the form of residential mortgages.
NON-ROUTINE INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS (1)(2)
The non-routine indebtedness of each person who was a director or executive officer of CWB during the last fiscal year, as well as related persons of such directors or executive officers, follows:
Largest Amount Outstanding During 2022 Fiscal Year ($)
Amount Outstanding as at January 31, 2023 ($)
Name and Principal Position
Involvement of CWB or Subsidiary
Nil Nil (1) This table excludes routine indebtedness. Routine indebtedness is defined to include (i) loans of $50,000 or less to directors, or executive officers, that are made on terms no more favourable than the terms on which loans are made to employees generally; (ii) loans to full-time employees, fully secured against their residence and not exceeding their annual salary; (iii) loans, other than to full-time employees, on substantially the same terms (including those as to interest and security rate) available to other customers with comparable credit and involving no more than the usual risk of collectability; and (iv) loans for purchases on usual trade terms, or for ordinary travel or expense advances, or similar reasons, with repayment arrangements in accordance with usual commercial practice. (2) “ Executive Officer ” means: a chair, vice-chair, president, CEO, CFO, a vice president in charge of a principal business unit, division or function (including sales, finance or production), an officer of CWB or any of its subsidiaries who performed a policy- making function in respect of CWB, or any other individual who performed a policy-making function in respect of CWB. Nil Nil DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE We have purchased, at our expense, a liability insurance program for our directors and officers. This program covers directors and officers in circumstances including, and not limited to, where we are not able to or are prevented from indemnifying them, subject to the terms and conditions outlined in the policy wording. The program has an annual aggregated limit of $100,000,000 with a $100,000 deductible if the claim is indemnifiable by us. We paid a total premium of $509,180 covering the year ended October 31, 2022.
SHAREHOLDER PROPOSALS
The final date for submitting shareholder proposals for inclusion in the Management Proxy Circular for next year's annual shareholder meeting is November 2, 2023.
ADDITIONAL INFORMATION
Additional information relating to CWB may be found on SEDAR at www.sedar.com. Additional financial information is provided in CWB's consolidated financial statements and MD&A for the year ended October 31, 2022, which are both available on SEDAR at www.sedar.com and in our 2022 Annual Report.
Copies of the information referred to in this section may be obtained by writing to the Corporate Secretary, Canadian Western Bank, Suite 3000, Canadian Western Bank Place, 10303 Jasper Avenue NW, Edmonton, Alberta, T5J 3X6 or via CWB's website at www.cwb.com.
DIR ECTORS’ APPROVAL
The Board has approved the content and sending of this Circular.
Monique M. Petrin Nicholson Senior Vice President, General Counsel and Corporate Secretary January 31, 2023
69 | Canadian Western Bank- Management Proxy Circular
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