National Bank of Canada ($NA)

Earnings Call Transcript · April 24, 2026

TSX CA Financials Banks Shareholder/Analyst Calls 58 min

Earnings Call Speaker Segments

Robert Pare

Executives
#1

Good morning. So first of all, I would like to congratulate you for your punctuality. Not all groups are so well behaved as you are. On behalf of the Board of Directors of National Bank of Canada, I would like to welcome everyone joining us today for our annual meeting, whether in person or virtually. To facilitate your participation, the proceedings are being concurrently translated into English and French, both on the webcast and on the phone. You may communicate with us in English or in French. We are very proud to be holding our annual meeting at National Bank Place for the first time. Our new headquarters have become an iconic landmark at the heart of Montreal City Center, embodying the bank's ambition, spirit of innovation and commitment to sustainable development. Before we continue the meeting, I invite you to watch the following video. [Presentation]

Robert Pare

Executives
#2

[Interpreted] As you know, we have been operating in a challenging geopolitical and macroeconomic environment for some time now. Despite this, the bank has delivered strong financial performance and growth across all of its business segments -- fully assumes its responsibilities in setting the bank's strategic direction and ensuring effective oversight. It upholds rigorous governance and supports the management team so that the bank can continue to provide high-quality service to its clients and deliver competitive returns to shareholders. One year after its completion, we are proud of the outstanding success of the acquisition of CWB. This transaction, the largest in the bank's history, demonstrate everything we can accomplish together. A stronger organization, enhance value and a positive impact coast to coast. In December, the bank announced the acquisition of several portfolios from Laurentian Bank, strengthening our presence in Québec and supporting our strategic plan. Laurent will discuss these transactions in greater detail in his opening remarks. In addition to overseeing these transactions very carefully, the Board was also actively involved in reorganizing our banking model. The objective was clear to accelerate our technology and digital strategy. In 2025, the Board and management team collaborated, closely provided rigorous oversight of the bank's financial and nonfinancial risks and engaging in open dialogue with stakeholders, including shareholders and regulatory authorities. In 2026, the Board of Directors will remain fully committed to supporting the management team and advising them in achieving the bank's growth and competitiveness objectives. We will maintain disciplined oversight throughout the completion of these important initiatives as well as the development and disciplined implementation of a new 3-year plan. We also pay close attention to the bank's evolving culture accelerating technological transformation and adaptation to a changing regulatory environment. As directors, we are responsible for promoting exemplary governance, fulfilling our oversight duties and creating sustainable value for all stakeholders. We can count on competent, experienced and fully committed teams to help us achieve our objectives. I would like to acknowledge the exceptional efforts of all of our employees and especially the staff and management team who contributed to the successful completion of two strategic acquisitions or the two strategic acquisitions that I mentioned earlier. I would like to thank Laurent Ferreira and the management team for their leadership and their diligence and dedication. It was a very busy year. Furthermore, I would like to note that Annick Guérard will not be seeking reappointment as a director. We would like to express our sincere thanks to Annick for her commitment and contributions to the work of the Board of Directors, the Risk Management Committee and the Technology Committee. Your insightful advice, expertise and kindness have had a real impact on the Board and greatly strengthened our work. I cannot conclude my introductory remarks without sincerely thanking you, our shareholders, for your continued trust. And I also would like to thank our customers for the long-lasting relationship they have with the bank. Thanks to this trust, we are facing the future with ambition and determination. With me are Laurent Ferreira, President and CEO; and Marie Brault, Secretary and Vice President, Governance, Legal Affairs and Investments, who will serve as Secretary for this meeting. The members of the Board and management team join me in welcoming you. I will have the pleasure of introducing the directors to you when it's time for their election. In addition, I would like to welcome the representatives from Deloitte, the bank's independent auditor, who are here in the room. Sophie, Marc and Carl. I can't see you very well, but I know you're here. Thank you. The code of procedure for the meeting can be found on nbc.ca/investors in the Annual Meeting section and copies are also available in the room. All shareholders present in the room and online will be invited to vote at the appropriate time during this meeting. The Annual Meeting of Common Shareholders will proceed as follows. Laurent Ferreira will first address you, followed by the receipt of financial statements, the election of directors, the proposal on executive compensation, the appointment of the independent auditor and the shareholder proposals submitted for a vote. This year, we have received nine proposals from the Mouvement d’éducation et de défense des actionnaires, MÉDAC, 7 of which are being put to a vote. Mr. Willie Gagnon. Welcome. I see you. And you will be briefly presenting the seven proposals on behalf of MÉDAC. On behalf of the United Church of Canada Pension Plan co-filed with IBVM Foundation of Canada. Following discussion, they agreed to withdraw the proposal. It is nevertheless summarized for your information in our circular. To conclude the meeting, there will be a Q&A session. I will now turn the floor to Marie, who will briefly review the procedure for submitting a question online. The floor is yours. Please proceed.

Marie Brault

Executives
#3

Thank you, Chairman. Shareholders and proxy holders who have registered online on the Digicast platform can submit questions related to each of the proposals. Questions can be submitted via the chat or by live audio by identifying the concern proposal and by providing your phone number so that we can reach you at the appropriate time. It is also possible to submit questions during the question period by following the same procedure. We recommend submitting your questions as early as possible and indicating whether you are a shareholder or proxy holder.

Robert Pare

Executives
#4

Thank you, Marie. I kindly ask all speakers whether in the room or online to identify themselves, state whether they are speaking as a shareholder or a proxy holder and to be brief and respectful of the time allocated for each topic. We kindly ask you to keep your intervention to 3 minutes or less. Please avoid personal questions to ensure efficiency, we may group similar questions submitted online. And the typical forward-looking statements -- some of the statements made today may contain forward-looking statements. I encourage you to carefully read the cautionary statement regarding the forward-looking statements on the screen as well in our most recent financial reports and the circular to understand the risks to which they are subject. In addition, we use certain financial measures that are not calculated in accordance with generally accepted accounting principles. For additional information about these measures and an explanation of their composition, please refer to our most recent financial reports. Counsel [indiscernible] satisfied with the statement, thumbs up. Thank you. I hereby appoint Ms. Martine Gauthier of Computershare Trust Company of Canada to act as the scrutineers of representative for this meeting. She has informed me that a quorum has been reached. Thank you. I have also been informed that the notice of meeting has been sent to the shareholders. I therefore declare the meeting duly called and constituted. And it was pleasure that I will now invite Laurent Ferreira, President and CEO, to take the floor.

Laurent Ferreira

Executives
#5

Thank you, Robert. Good morning, and welcome to National Bank's Annual Meeting. I'm joined this morning by members of the -- my team, Marie-Chantal Gingras, Michael Denham, Étienne Dubuc Jean-Sébastien Grisé, Lucie Blanchet, Julie Lévesque, Judith Ménard, Nancy Paquet, and Dominic Paradis, and Sylvie Pichette who has to -- who deals with me every day. Over the past year, changes have been made to the executive team to support the bank's strategic objectives and accelerate its pan-Canadian growth. In March 2025, Michael Denham was appointed Executive Vice President and Vice Chair to lead CWB's integration. We also welcomed Judith Menard to the executive team as Executive Vice President, Commercial and Private Banking. And Dominic Paradis as Executive Vice President and General Counsel, Enterprise Technology and Resilience. Since January 1, 2026, Julie Lévesque has served as Executive Vice President, Personal Banking, while Lucie Blanchette has taken on the role of Strategic Adviser to the CEO. I would like to recognize Lucie's exceptional contribution over the past 20 years, and I'm pleased to continue benefiting from her experience and guidance. I'm proud of our team, and we are excited to begin the next phase of the bank's growth. We delivered a strong financial results in 2025 while also completing our largest acquisition in history. For the year, we met all of our medium-term financial objectives. This was driven by the strength and diversification of our franchises. We generated a return on equity of 15.3% and grew EPS by 9%. We increased our common share dividend by 7% during the year. This was backed by resilient credit performance and strong capital ratios. We also had a strong start to the year. For the first quarter in 2026, we generated a return on equity of 16.6% and a CET1 ratio stood at 13.7%, and we intend to continue to operate with strong capital levels. We also announced the upsizing of our share buyback program. We now have repurchased 8.2 million shares since late 2025. For 2026, we are on track to deliver a return on equity of approximately 16%, and we are on the path of achieving an ROE of 17% in 2027. The acquisition of CWB, Canadian Western Bank in early 2025 marked a major milestone, establishing us as a truly national bank. We thought that was cute, poised for accelerated growth. We now have a greater presence in Western Canada and are building a strong east-to-west connection. The cultural and strategic fit between our organization was immediate and has only deepened through integration. Our priorities in 2025 started with onboarding 2,300 new colleagues and then successfully migrating more than 65,000 clients to our platforms. And we also re-branded 35 branches, primarily in Western Canada and moved into the National Bank Center in Downtown Edmonton, where we now have a strong leadership and operational presence. As we continue to grow across Canada, we are further strengthening our presence in Québec, which remains our home base. Following Laurentian Bank of Canada's decision to go private and accelerate its transition into a specialized commercial bank, we finalized the acquisition of its syndicated loan portfolio in February 2026. As for personal banking and commercial banking services to SMEs, the transaction is proceeding as planned and is expected to close later in 2026, subject to regulatory approvals. We are mindful of the human impacts and job losses resulting from this transaction. We have informed Laurentian Bank employees that they will be able to apply for open positions at National Bank. We look forward to welcoming our new clients from Laurentian Bank. Our success is no mere coincidence, and it is built on two essential elements. First, our entrepreneurial culture, where our people act like true business owners. Second, leadership, the willingness to help to be authentic and to act with respect and kindness. Culture and leadership require constant effort and a great deal of attention and above all, concrete actions. These are the two most critical pillars of our performance, and they will continue to guide every decision we make. This year, the bank ranked first in Canada and third globally on Forbes list of the best companies for women. We were also named among the 100 best companies for gender equity in developed markets according to Equileap. Additionally, MoneySense named us the best bank for newcomers to Canada for the third consecutive year. I would like to share a few observations on the current environment. Trade tensions and uncertainty surrounding the renewal of the trade agreement with the United States and a rapidly evolving geopolitical environment continues to weigh or continue to weigh on the Canadian economy and business investment. Inflation volatility could remain high over the coming quarters as exogenous shocks continue to strain global supply chains. I would encourage the Bank of Canada to exercise caution in managing monetary policy in the event of rising inflation caused by factors beyond our control. Furthermore, I would like to recognize the leadership of our government in Ottawa and the sense of urgency driving its efforts to rebuild Canada's economic sovereignty. We support the major projects initiatives as well as recent developments to reindustrialize our economy. These include Canada's goal of becoming an energy superpower, Canada's defense industrial strategy, investments in the Arctic infrastructure development for defense, transportation and the extraction of critical minerals. We have a once-in-a-generation opportunity to rebuild our economic sovereignty and become a major player. But to achieve this, we must accelerate efforts on several fronts. With growing trade and geopolitical tensions, capital is shifting rapidly and decisions are being made quickly. Several provinces have understood this well and are getting organized. Blocks are forming and projects are already moving forward. In British Columbia, mining and liquefied natural gas projects are accelerating and new ones are in development. In Manitoba, the Port of Churchill development project is progressing and Ontario is also moving forward, focusing on major projects such as critical minerals in Northern Ontario as well as the development of this nuclear sector. Québec must act. Otherwise, we risk falling behind. Québec has enviable competitive advantages, including natural resources to extract and process. Cutting-edge manufacturing expertise, a strategic geographic location with direct access to the Atlantic, recognized hydroelectric power and significant natural gas resources. It is time to capitalize on these advantages and meet our growing need for wealth creation. Rebuilding our economic sovereignty does not hinder our ability to transition to a more sustainable economy. At the bank, we remain a key player in renewable energy financing in North America. In 2025, our support for this sector reached a record high. And we are in an excellent position to fulfill our commitment to reach $20 billion in renewable energy loans by 2030. We thus support the development of large-scale projects in the wind, solar and hydroelectric sectors by supporting the expansion of Hydro-Québec's production. However, we -- it is imperative that we meet our energy needs immediately in order to accelerate our reindustrialization and create new markets by increasing our exports. Today, more than half of the natural gas consumed in Québec and Ontario comes from the United States. This makes no sense. Québec holds 20% of Canada's natural gas resources. Québec should develop its own resources or source natural gas from within Canada to achieve energy sovereignty. There is also strong demand from European countries for Canadian LNG. This is an economic opportunity for Québec and the Atlantic provinces. Our federal government's ambitions to become an energy superpower also depend on electricity. Ontario and Québec should collaborate on establishing an integrated Northeast grid to combine our strength in hydroelectricity and nuclear energy. This would create an electricity giant, allowing us to optimize and expand our energy capacity while strengthening our bargaining power in the markets. Québec must be a leading player in major national projects, reindustrialization and positioning within the defense sector. We can't afford to miss these wealth-creating opportunities for the provinces and across the country. This wealth must be reinvested in education, healthcare, infrastructure and technologies that will enable us to transition to a more sustainable economy. With our increased national presence, the bank intends to grow and deploy capital to support our clients and help fuel Canada's economy. As we develop our next strategic plan, our focus is on building upon our strong foundations to evolve and build the bank of tomorrow. We'll continue to execute on our objectives with discipline, driving organic growth and operational efficiency. Our goal is to be a strong, reliable and innovative banking partner for Canadians from coast to coast. And by doing so, to continue creating long-term value for our shareholders. At National Bank, our success depends above all on our 34,000 employees. Every day, they drive the bank forward through their contributions, their diligence and their dedication. I would like to thank my executive team for their leadership, the Board of Directors for their support and our shareholders for their trust and support. At National Bank, we want to do more for our country. We want to dedicate a larger portion of our capital to SMEs, large corporations and major projects. Thank you.

Robert Pare

Executives
#6

Thank you, Laurent, for these well-thought remarks. We will now proceed to the receipt of the financial statements. The bank's consolidated financial statements for the 2025 fiscal year, along with the independent auditor's report approved by the Board and have been provided to shareholders who have requested them and are also available online at nbc.ca. I now declare the consolidated financial statements and the independent auditor's report for the fiscal year ended October 31, 2025, received. Are there any questions or comments online related to this item?

Operator

Operator
#7

No questions online, Chairman.

Robert Pare

Executives
#8

We now move on to proposals submitted by the bank's management team. I would ask Marie Brault to provide a brief reminder of the general rules that apply to the voting process.

Marie Brault

Executives
#9

Thank you, Mr. Chairman. The preliminary voting results will be shared at the end of the meeting and detailed report -- or the detailed final report will be posted on the bank's website and on SEDAR+ promptly after the meeting. Shareholders who have already voted by proxy do not need to vote again unless they wish to revoke their proxy. For shareholders present in the room, we will proceed with a secret ballot for each proposal. Shareholders and proxy holders will be invited to vote on each proposal and their ballots will be collected by the scrutineers' representative at the end of the voting period. The ballot must be signed to be valid. Any questions regarding your voting rights should be addressed to one of the scrutineers' representatives. The voting platform is now open to allow voting on all proposals and will close when the Chair of the meeting declares voting closed. To vote, simply select your voting choice from the options displayed on the screen. A confirmation message will appear. If the voting options do not appear on your screen, please click the ballot icon at the top of your screen. Votes will be tabulated securely and confidentially and forwarded to the scrutineer.

Robert Pare

Executives
#10

Thank you, Marie. We will now proceed with the election of directors. To facilitate the proceedings of this meeting, we have asked a few of our employees and shareholders of the bank to present the management proposals. I would like to take this opportunity to sincerely thank my fellow directors who put their experience and expertise at the service of the bank. Pursuant to a resolution adopted by the Board, we will elect 15 directors this year. I now invite Tim Apedaile to move the election of the nominees for directors. Why is it Tim that I have so difficulty with your name...

Tim Apedaile

Executives
#11

Hello. I have been an employee of National Bank for more than 7 years, and I'm also a shareholder of the bank. I propose that each of the candidates set out in the circular be elected as a Director of National Bank of Canada to hold office until the close of the next annual meeting or until earlier ceasing to hold office. The nominees are Pierre Blouin, Pierre Boivin, Scott Burrows, Yvon Charest, Patricia Curadeau-Groulx, Laurent Ferreira, Karen Kinsley, Lynn Loewen, Rebecca McKillican, Arielle Meloul-Wechsler, Sarah Morgan-Silvester, Robert Paré, Pierre Pomerleau, Irfhan Rawji, Macky Tall.

Robert Pare

Executives
#12

Thank you, Tim. Are there any questions or comments online related to this item?

Operator

Operator
#13

No questions, Mr. Chairman.

Robert Pare

Executives
#14

Thank you. I will now invite the shareholders to elect the directors. [Voting]

Robert Pare

Executives
#15

Thank you. We will now review the second proposal from the bank. The Board and Human Resources Committee conduct an annual review of compensation governance practices, recognizing that best practices are constantly evolving. This year, once again, by requesting an advisory vote on its approach to executive compensation, the Board reaffirms its commitment to the bank's shareholders and acknowledges its responsibility in decisions regarding executive compensation. I will now invite Carine Verlez to present this proposal.

Carine Verlez

Executives
#16

Good morning. I have been an employee of National Bank for 25 years, and I'm also a shareholder of the bank. I move on an advisory basis and not to diminish the role and responsibilities of the Board that the holders of common shares accept the approach to executive compensation disclosed in the bank's circular delivered in advance of the meeting.

Robert Pare

Executives
#17

Thank you, Carine. Are there any questions or comments online related to this item?

Operator

Operator
#18

No questions.

Robert Pare

Executives
#19

Mr. Gagnon, you have a comment?

Willie Gagnon

Shareholders
#20

Good morning, Mr. Chairman, Willie Gagnon. I apologize for having once again to take the floor as I do every year about this issue. I'll spare you the amount that the best paid employee of the bank makes. I'll spare the name of that person as well. I will simply say that the compensation ratio, in other words, the multiples earned by that person compared with the average salary of bank employees, which is 96. This goes -- takes us back to when Claude Béland was our President. We used to have a compensation ratio of around 20 to 30x of the average of bank employees. So there are two ways to get there. You divide by 3, the compensation of the CEO. I'm sure that somebody can do this calculation or you can choose to multiply by 3 the compensation of employees. I don't know whether there are any employees here who would go along with this, but this is what we would suggest. So we call on shareholders to vote against this proposal. By the way, there is a bank that has managed to do this year, the Laurentian Bank, unfortunately. Unfortunately, I say, because it is disappearing from the stock exchange. But I suppose that this is not connected to the fact that they've been able to pay their CEO between 20x and 30x the average compensation.

Robert Pare

Executives
#21

Thank you, Mr. Gagnon. And I give you the same answer every year. This is a very stringent, rigorous and fair process that the HR Committee engages in as reviewed subsequently by the Board. The circular is very detailed about our processes, and we are in constant discussion with our shareholders, and we have very high support level, and this is the most important point for our compensation practices. I now ask the shareholders to vote on the Board's approach to executive compensation. [Voting]

Robert Pare

Executives
#22

We will now proceed with the appointment of the independent auditor. The bank proposes to appoint the chartered accounting firm, Deloitte as its independent auditor for the current fiscal year. I once again invite Carine Verlez to present this proposal. Carine?

Carine Verlez

Executives
#23

Good morning. I move that the chartered accounting firm, Deloitte, be appointed as the independent auditor of the bank for the fiscal year beginning November 1, 2025, and ending October 31, 2026.

Robert Pare

Executives
#24

Thank you, Carine. Are there any questions or comments online?

Operator

Operator
#25

No online questions, Mr. Chair.

Robert Pare

Executives
#26

I now invite shareholders to vote on the appointment of the independent auditor. [Voting]

Robert Pare

Executives
#27

All good. We will now review the shareholder proposals the bank has included in the management proxy circular. I invite Mr. Gagnon, representative of the Mouvement d’éducation et de défense des actionnaires, MÉDAC to briefly present the seven proposals submitted to shareholder vote as well as the proposals presented for information. Over to you, Mr. Gagnon.

Willie Gagnon

Shareholders
#28

Thank you once again, Willie Gagnon speaking on behalf of MÉDAC, which is a shareholder of the bank and which has existed for 30 years. I've been working there for 20 years. I'm always very unhappy to have to speak about compensation before I'm able to talk about my shareholder proposals. But anyway, I hope I can make up for this by presenting nine proposals. I'm not going to dwell at length at the old proposals that we're representing except to tell you how many votes we received last year. There are two proposals about which we've agreed I'll give the reasons at the time for why we decided not to submit these to shareholder vote. But there are four new proposals with respect to measures to strengthen shareholder participation in Annual General Meetings, but in all their relations with the bank, in fact, there's a whole set of measures that we've asked you to implement. The three first were already in place. There's a fourth that asked that you publish a little table, which would give us a complete review of whether the participation rate of shareholders at AGMs is on the way down or on the way up and whether the proportion of institutional investors has been going down or up at AGMs and whether the participation rate of individual shareholders has evolved upwards or downwards. Broadridge has provided a table of that sort. This data are public. What's problematic for us, it's difficult for shareholders to design this kind of chart because they have to make a distinction between individual and institutional investors, which the bank can easily do. We would have liked to see this little table published. If it had been published, we would not have submitted this to the vote. So we are asking all shareholders to support this proposal. In a second proposal, we've asked that the bank promote the participation of young people in the bank's governing bodies and invest in civil society measures that train young people to acquire the necessary skills to allow them to take part in Board activities. In its answer, the bank says that it contributes to training young people within the bank's four walls, but it cannot hire members of the Board from within because they would not be independent. So we would like the bank to contribute to using the civil society initiatives. The Laval University has a program for young people. There are various other initiatives in civil society. So we would have hoped that the bank would invest some money into these sort of initiatives. We're going to continue putting this forward regardless of the results, and we call on all shareholders to vote in favor of our proposal. Then we had a proposal on compensation, which brings together all the proposals in one single one, all the proposals we've made in the past with respect to compensation. But since I've already talked about compensation, I won't dwell on that. And then we had a proposal with respect to the systemic role of the Board of Directors, formal recognition of the systemic role of the Board of Directors because the banks have a systemic role by and large, in the country across the board. So we would like an advisory committee to be created that could use experts. The bank does not wish to do this. So we're having to submit this to shareholder vote. We invite shareholders to support this. Then the three proposals from last year that we're putting forward again is on forced labor and child labor that had obtained about 25% of the vote last year. We were close again this year. We would have liked the bank to tell us what are the measures in place. It has told us, but we would have liked the bank to tell us that when it applies these measures to determine whether yes or no, there has been use of forced labor or child labor by its clients in the course of the past year, whether it has found any such occurrences. And that's where we did not get what we wanted. But we're very close to an agreement. With scores of this type, we hope to be able to achieve an agreement by next year. Then the disclosure of country-by-country information, we were close to 10% last year and then the advisory vote on environmental policies. There's already a practice that exists elsewhere, and we obtained 14% in favor last year. We have agreed on two proposals. One concerning the diversification of skills within the Board of Directors. We were hoping that the bank would demonstrate that in addition to the usual process of reviewing the competency grid of Board members, that there'd be a process in crisis times. And if there is an economic crisis, for example, it has been demonstrated that you can review the competency grid or scale of the Board of Directors members, but we would like a process that goes in further depth than the current process. That's what we were looking for. We were hoping to use your example to ask the same of other banks. Then final point, artificial intelligence. We wanted a framework to preserve the human aspect. And the bank states that it meets requirements of, for example, the voluntary AI code of the federal government. So we're happy with that situation. And therefore, we are not asking that this proposal #9 be submitted to shareholder vote. And I'd like to say some nice words about the departure of Ms. Guérard because we've had many opportunities to discuss things with her here and at another corporation of whom we are shareholders. So once again, we call on shareholders to support our proposals. I hope I haven't taken up too much of your time, Mr. Chairman, and I thank you very much for giving me speaking time. I will stay at the microphone before I take my seat again in case you have any answers to give me. I know there's a wealth of information, and I would understand if you decided not to answer me.

Robert Pare

Executives
#29

Well, how very kind of you, Mr. Gagnon. Marianne, are there any questions? So first of all, thank you for having been brief, and thank you for your little touch of humor. As you said, the bank carefully analyzes your proposals. We discuss them in depth with you, and we respond to them thoroughly. So I invite shareholders to look at the explicit replies that the bank gave to each of these proposals if you haven't already done so. We are certain that when the shareholders express their opinion, their responses will be very closely analyzed and that we will continue the dialogue with respect to most of these proposals. Thank you again, Mr. Gagnon... Representative of share to present the proposal not submitted to a vote on behalf of the pension plan of the United Church of Canada, co-filed with IBVM Foundation of Canada. I believe that will it be by phone? Good morning. Welcome Mrs. [indiscernible] you may proceed.

Unknown Attendee

Attendees
#30

Okay. Thank you for the opportunity to speak to the withdrawn proposal found on Page 160 of the circular. This proposal was filed requesting the disclosure of an energy supply finance ratio. Energy supply finance ratios disclose the financial institution's relative financing of low-carbon energy compared to fossil fuels, including LNG. These ratios are gaining momentum at Canadian banks, giving investors insight to positioning relative to the energy transition. Three banks have published methodologies and bank released their calculated ratio just last week. National Bank's ESG Committee chaired by the Chief Financial Officer, will oversee a 3-step process on a path to disclosure of National Bank Energy supply finance ratio. Prior to April 1, 2027, National Bank has committed to disclose an energy supply ratio methodology as well as ongoing engagement on a path to this milestone. These commitments, along with the recent reported progress of the bank's success in reaching $18 billion in lending commitments to renewable energy in 2025 led to the withdrawal of the shareholder proposal. Mercy and thank you.

Robert Pare

Executives
#31

Thank you, Mrs. [indiscernible] . And thank you also, Mr. Gagnon. Thank you for joining us here today and for the constructive dialogue we have had with you as we always do. We look forward to continuing our discussions with you. And we will obviously continue discussing these important topics in the course of the year. Are there any questions or comments online related to this item?

Operator

Operator
#32

No questions, Chairman. Thank you.

Robert Pare

Executives
#33

So I now invite shareholders to vote on the proposal submitted to our vote. [Voting]

Robert Pare

Executives
#34

I don't see anybody asking for the floor. So thank you very much. This concludes the voting period. For shareholders and proxy holders online, the voting platform will be closed from now on. And for shareholders present here, I haven't seen any hands raised. So I assume that everybody has handed in their ballots and the voting period is now closed again. I will now invite Marie Brault to share the preliminary voting results.

Marie Brault

Executives
#35

Thank you, Mr. Chairman. The scrutineers have informed me of the following: Shareholders holding common shares of the bank representing at least 58% of the issued and outstanding shares voted by proxy and voting instruction forms. All candidates have been elected and received at least 96.97% of the votes in favor of their election. The advisory resolution to approve the Board's approach to executive compensation was adopted with more than 95.86% of votes in favor. Deloitte has been appointed as the independent auditor for the financial year ending October 31, 2026, with more than 93.15% of the votes in favor. Proposals # 1 to 7 have been defeated. Proposal #1 from MÉDAC received approximately 0.46% of votes against -- votes in favor. Proposal #2 from MÉDAC received approximately 2.24% of votes in favor. Proposal #3 from MÉDAC received approximately set 0.5% of votes in favor. Proposal #4 from MÉDAC received approximately 7.40% of votes in favor. Proposal #5 from MÉDAC received approximately 24.3% of votes in favor. Proposal #6 for MÉDAC received approximately 9.08% of votes in favor. Proposal #7 from MÉDAC received approximately 13.81% of votes in favor.

Robert Pare

Executives
#36

Thank you, Marie. On behalf of the Board of Directors, I take note of the results of votes on the shareholder proposals. And as I mentioned earlier, we will be continuing the dialogue with our shareholders following this meeting. I would like to thank all our shareholders present in person and online, and I hereby declare that the 2026 Annual Meeting of National Bank of Canada is now closed. We will now move to the question period.

Robert Pare

Executives
#37

Just a reminder that questions should be relevant to all shareholders. We ask that intervention focus on matters related to the bank's operation. As I mentioned earlier, if you have any personal inquiries, a representative from the bank will gladly connect with you after the meeting. If we do not have the time to answer every question and if you have identified yourself, we commit to reaching out to you to answer your question. Shareholders and proxy holders registered on Digicast virtual platform can submit questions online via the chat feature using the Ask a Question dialogue box. Or by submitting their telephone number via the same dialogue box so that Digicast can contact them by telephone. Please state your name and specify whether you are a shareholder or proxy holder and the topic of your question. For shareholders and proxy holders present in the room, please approach one of the microphones in the aisles and identify yourselves. And I now invite you, Laurent, to lead the question period.

Unknown Analyst

Analysts
#38

24-year veteran of National Bank. I am also a shareholder. I wanted to thank you very much because I see excellent representation of diversity in the Board and the executive at 50-50 on the executive and 44% on Board. I'd like to ask kindly that you drill down a little bit in our section of wealth management, which I know our team has been working very hard. We're stuck at 17% women, merit-based, of course, women as wealth advisers, and it's really hard to generate that. So I'd like to see a little drilling down on that and to have better representation down at the lower end.

Laurent Ferreira

Executives
#39

Very good point, and thank you for that, and thank you for good words. But I do believe that we are market leading, though, with the 17%, and we're going to keep working. I don't believe that there's another Canadian bank at the same level.

Unknown Analyst

Analysts
#40

I'm happy to share a research project that we completed. So I'd like to formally thank the management team. Mathieu Roy and Simon Lemay have helped me work with McGill and their JED program. We put together an entire research this past fall, completed in December of 2025, and they've come back with results. And they've given us indications of what to do. And they've indicated that our representation is not as strong maybe as other banks, and it's a really great sounding board. So I'm really looking forward to that. So I'd like to applaud them and stuff, but I think I'd like to see a little bit more growth there internally, just generated internally.

Laurent Ferreira

Executives
#41

Absolutely. We'll encourage them.

Unknown Analyst

Analysts
#42

And also thank you, everyone, for my great-looking portfolio.

Unknown Analyst

Analysts
#43

So the first question is concerning Canadian Western Bank. I was a shareholder for many years there. Could you just comment on how the integration has gone? And the second question I had is that, I have some questions about the retail banking section. Is there somebody a Vice President or somebody around -- not now, but...

Laurent Ferreira

Executives
#44

Absolutely. After -- yes. Julie Lévesque is right there. And she will be happy. So going really well. So technology conversion is pretty much done. And to our surprise, that was something that was pretty smooth. We're now in the integration phase. So once you've converted, you have new employees, you have new clients, you have to reach out to them, you have to work with them. We didn't ask those clients to change bank. We forced them in the transaction. So we're in that right now. We think that, that integration where our employees are going to get accustomed to our systems and our clients as well is going to take about 6 months. So towards the end of the year, we think that what we call the integration phase, getting to know each other and all that should be completed. And then we'll be able to engage even more with our new clients and grow our presence in Western Canada.

Unknown Analyst

Analysts
#45

Because I found that in Canadian Western Bank, a lot of the bank employees of Canadian Western Bank often went to visit their clients. There was a very close working relationship and...

Laurent Ferreira

Executives
#46

We do that at National Bank as well.

Unknown Analyst

Analysts
#47

So it's not an easy thing. Anyway. Thank you very much.

Willie Gagnon

Shareholders
#48

Chairman, Willie Gagnon. Once again, I listened very closely to your presentation earlier, and I found it very interesting. You talked about Arctic defense, speed of move of capital and major projects, hydroelectricity, manufacturing, natural gas and other points. I have two questions. One, first of all, with respect to your presentation. So you focused on renewable energies. I come from the Abitibi. I have two brothers who work in the mining sector. One is a surveyor, one is an engineer. So I've closely followed the issue of mines and mining in Québec. I think that this is a promising way for the future, but we don't see very much Québec capital flowing towards the mining sector. Most of it comes from Toronto or from foreign powers. What opinion do you have about this? Do you believe that Québec should invest more in the mining sector? And if so, what role could National Bank play in this? I think it's really unfortunate that we're not more heavily invested in our own mining sector because it's a promising sector. It's going to grow simply with respect to the need for rare earth. Then I have a question identical to that of Mr. [indiscernible] but not with respect to CWB clients, but with respect to Laurentian clients. You've purchased that. I should already be able to answer the questions I have in mind, but I don't have an answer. So are you waiting for regulatory authorizations to integrate that group of people? Or was that entirely separate from the buyout of the bank, which is waiting for regulatory approval? Has this begun? Has it not begun? When will it begin? How long will it take? How do you think it's going to unfold? Will it happen well? Basically, I'd love you to tell me that it's going to go super well. Thank you very much.

Unknown Executive

Executives
#49

So the only portfolio we've moved is syndicated loans, small business and retail, we're still waiting. We're still waiting for the regulatory approvals before we can integrate them. But everything is going to go smoothly. I can promise that. As far as your question is concerned, the first one, I agree with you. I think it takes industrial policies, much clearer policies in Québec with regard to the mining sector. But I fully agree with what you said. There should be a higher proportion of Canadian capital, we'll start with that. And then Québec capital being invested in our natural resources, including the mining sector. This is a fabulous opportunity for all of us. And I think that upstream of that, what we need is clearer and specific, more specific industrial policies about how should we be acting with respect to the Plan in Québec. Thank you.

Unknown Shareholder

Shareholders
#50

Clayton, I'm a shareholder. I flew in from Calgary to address you this morning on an important issue. I'm the largest nonemployee shareholder in the bank's subsidiary, Flinks. And along with the other minority shareholders, we have serious concerns about the governance and performance of Flinks. Particularly the dilution of our interest with bank debt, the numerous conflicts of interest seemingly ignored by management and the bank's decision to allow the Flinks founders to pursue a side business while running Flinks, which has since led to public litigation. I do not expect any comment on the litigation. However, I would like to know, as our attempts to address these concerns directly with management have been rebuffed and dismissed, who from the Board can I constructively engage with to share further details on these issues in private? And what specific government mechanisms and oversight practices does the bank apply to ensure Flinks is managed in the best interest of all shareholders. Again, I wish to raise these issues constructively with the Board as robust governance is essential to the bank's reputation.

Laurent Ferreira

Executives
#51

Well, thank you for your question. So I think raise it with myself, our Chair, Robert Pare. And we can sit down with also Dominic Paradis, our Head of Legal. He'd be more than happy to discuss with you.

Unknown Shareholder

Shareholders
#52

I'd like to do that. I've already spoken to Dominic Paradis, but I'd like to raise it with you and Robert. Thank you very much.

Laurent Ferreira

Executives
#53

We'll do.

Unknown Analyst

Analysts
#54

I may be the last speaker. Mr. Ferreira, in your introduction, you talked about the 34,000 employees. I'm very impressed by this number. In a few days, we're going to be giving a dividend. And when I get my dividend check, I didn't work to achieve that, but it's 34,000 people who are behind it and who worked to create that and give me my money. Now you have pointed out how well they have worked, but I would like to congratulate them and thank them for the very great care that they give to protecting our investments, the shareholders' equity. I personally am absolutely convinced that among the 34,000 employees, there isn't a single one who gets too much recognition from shareholders.

Laurent Ferreira

Executives
#55

Okay. Well, thank you. Thank you so much. Those are very kind words.

Robert Pare

Executives
#56

So thank you. Thank you, Laurent. Thank you for your answers. And thank you to you, shareholders and proxy holders for all your comments, particularly the positive ones, but we accept any comment -- all our clients and shareholders for the trust you place in National Bank. I would once again like to express my thanks to all our employees, and you've been more eloquent on this score than I have, whose dedication makes a difference every day. Thank you very much. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]

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