CWBFG Annual Report 2021

SHARE AND DISTRIBUTION INFORMATION As at November 26, 2021, there were 89,500,335 common shares and 1,716,084 stock options outstanding.

We evaluate common share dividends considering the strength of our capital positon and capital requirements under the Standardized approach to support ongoing strong risk-weighted asset growth. The following dividends on common and preferred shares were declared by the Board of Directors and paid during the year:

2021

2020

$1.16 per common share (2020 – $1.15)

$

101,421

$

100,211

$1.08 per preferred share - Series 5 (2020 – $1.08) $1.17 per preferred share - Series 7 (2020 – $1.56) $1.50 per preferred share - Series 9 (2020 – $1.50)

5,375 6,563 7,500

5,376 8,750

7,500

Total

$

120,859

$

121,837

Subsequent to October 31, 2021, the Board of Directors of CWB declared a dividend of $0.30 per common share payable on January 6, 2022 to shareholders of record on December 16, 2021, and cash dividends of $0.2688125 per Series 5 and $0.375 per Series 9 preferred share, all payable on January 31, 2022 to shareholders of record on January 21, 2022. With respect to these dividend declarations, no liability was recorded on the consolidated balance sheets at October 31, 2021. Series 1 LRCN note holders received semi-annual coupon payments of $30.164383562 on April 30, 2021 and $30 on October 31, 2021 per $1,000 principal amount notes, respectively. Series 2 LRCN note holders also received their first semi-annual coupon payments of $17.53424658 on July 31, 2021 per $1,000 principal amount of notes. The payme nts, which totaled $10 million, were recorded in common shareholders’ net income on an after -tax basis.

Further information is provided in Note 16 of the audited consolidated financial statements for the year ended October 31, 2021.

RELATED PARTY TRANSACTIONS Transactions with and between subsidiary entities are made at normal market prices and eliminated on consolidation.

We provide banking services to our officers and employees, including key management personnel, and their immediate family at various preferred rates and terms. Key management personnel are those that have authority and responsibility for planning, directing and controlling our activities and include our independent directors.

Further information is provided in Note 23 of the consolidated financial statements for the year ended October 31, 2021.

CONTROLS AND PROCEDURES As of October 31, 2021 , an evaluation was carried out on the effectiveness of CWB’s disclosure controls and procedures. Based on that evaluation, the CEO and CFO have certified that the design and operating effectiveness of CWB’s disclosure controls and procedures were effective. Also at October 31, 2021, an evaluation was carried out on the effectiveness of internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS. Based on that evaluation, the CEO and CFO have certified that the design and operating effectiveness of internal controls over financial reporting were effective. These evaluations were conducted using the framework and criteria established in accordance with Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). A Disclosure Committee, comprised of members of senior management, assists the CEO and CFO in their responsibilities. Management’s evaluation of controls can only provide reasonable, not absolute, assurance that all contr ol issues that may result in material misstatement, if any, have been detected.

Prior to its release, this MD&A was reviewed by the Audit Committee and, on the Audit Committee’s recommendation, approved by the Board of Directors of CWB.

62 | CWB Financial Group 2021 Annual Report

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