Date Closed

April 26, 2011

Lead Office

Montréal

Value

361.20 Million CAD

On April 26, 2011, National Bank of Canada (the “Bank”) announced the expiry of the Bank’s offers to purchase (the “Offers”) all of the issued and outstanding Non-Cumulative 5-Year Rate Reset First Preferred Shares Series 21, all of the issued and outstanding Non-Cumulative 5-Year Rate Reset First Preferred Shares Series 24 and all of the issued and outstanding Non-Cumulative 5-Year Rate Reset First Preferred Shares Series 26.

Holders of the Preferred Shares (the “Shareholders”) had the opportunity to tender all or a portion of their Preferred Shares for the applicable purchase price payable in cash. The purchase price for each of the Preferred Shares was as follows: (i) C$26.81 per Preferred Shares Series 21, (ii) C$28.03 per Preferred Shares Series 24, and (iii) C$28.03 per Preferred Shares Series 26.

The Bank announced that all of the Preferred Shares validly deposited under the Offers and not withdrawn as of April 26, 2011 have been taken up and accepted for payment by the Bank. As a result, the Bank has taken up a total of 4,639,139 Preferred Shares Series 21, 4,374,120 Preferred Shares Series 24 and 4,075,165 Preferred Shares Series 26 under the Offers for an aggregate consideration of C$361,208,775.14.

The Preferred Shares taken up under the Offers represent approximately (i) 57.63% of the outstanding Preferred Shares Series 21, (ii) 64.33% of the outstanding Preferred Shares Series 24, and (iii) 70.26% of the outstanding Preferred Shares Series 26.

The take up of the Preferred Shares tendered pursuant to the Offers was financed from the Bank's existing cash reserves. Preferred Shares acquired pursuant to the Offers were cancelled.

McCarthy Tétrault LLP assisted National Bank of Canada, with a team led by Frédéric Cotnoir.