EQB Inc. Annual Information Form
December 3, 2025

1 Forward-looking statements
3 Corporate structure
3 Name, address and incorporation
3 Intercorporate relationships
3 Change of fiscal year end
4 Description of business
4 About EQB
5 Personal Banking
5 Commercial Banking
5 Loan portfolio and sources of revenue
6 Alternative asset management
6 Loan distribution
7 Funding sources
7 Retail funding
7 Wholesale funding
8 Seasonality
8 Competitive conditions
9 Employees and facilities
9 Environmental, social and governance
9 Supervision and regulation
9 Risk factors
10 Three-year history
11 Regulatory capital
12 Credit ratings
13 Business acquisition
13 Dividends
14 Description of capital structure
14 General description of share capital
15 Normal course issuer bid
15 Market for securities
15 Trading price and volumes
16 Directors and executive officers
16 Directors
18 Executive officers
19 Cease trade orders, bankruptcies, penalties or sanctions
19 Conflict of interests
20 Legal proceedings and regulatory actions
20 Legal proceedings
20 Regulatory actions
20 Interest of management and others in material transactions
20 Material contracts
20 Transfer agent and registrar
21 Experts
21 Audit Committee information
21 Composition of the Audit Committee
21 Relevant education and experience of Audit Committee members
22 Pre-approval policies and procedures
23 External auditor service fees
23 Additional information
24 Schedule "A" - Audit committee mandate

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Forward-looking statements

Statements made in the sections of this report including those entitled "Overview and outlook," "Provision for credit losses", "Credit portfolio quality", "Liquidity investments", "Capital management", "Risk management", and in other filings with Canadian securities regulators and in other communications include forward-looking statements within the meaning of applicable securities laws (forward looking statements). These statements include, but are not limited to, statements about EQB's objectives, strategies and initiatives, financial performance expectations and other statements made herein, whether with respect to EQB's businesses or the Canadian economy. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "guidance", "planned", "estimates", "forecasts", "outlook", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases which state that certain actions, events or results "may", "could", "would", "should", "might" or "will be taken", "occur", "be achieved", "will likely" or other similar expressions of future or conditional verbs. These statements include, but are not limited to, statements relating to the expected impact of the Acquisition (as defined herein), the anticipated benefits of the Acquisition, including the expected impact on EQB's size, operations, capabilities, growth drivers and opportunities, activities, attributes, profile, business services portfolio and loans, revenue and assets mix, market position, profitability, performance, and strategy; the expected impact of the Acquisition on EQB's financial performance; expectations regarding EQB's business model, plans and strategy, the maintenance of CET1 ratio and changes in adjusted EPS; retention of PC Financial management and employees and the strategic fit and complementarity of PC Financial and Equitable Bank; anticipated synergies and estimated transaction and integration costs and the timing of incurrence thereof, as well as EQB's financial performance objectives, vision and strategic goals, the economic and market review and outlook, the regulatory environment in which we operate, the outlook and priorities for each of its business lines, the risk environment including liquidity and funding risk, and statements by EQB representatives.

Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, closing of transactions, performance or achievements of EQB to be materially different from those expressed or implied by such forward-looking statements, including but not limited to risks related to capital markets and additional funding requirements, fluctuating interest rates and general economic conditions including, without limitation global geopolitical risk, uncertainty arising from ongoing United States/Canada tariff concerns and related impacts, business acquisition, legislative and regulatory developments, changes in accounting standards, the nature of EQB's customers and rates of default, the successful and timely approval of the Acquisition, the integration of PC Financial and the realization of the anticipated benefits and synergies of the Acquisition in the timeframe anticipated, including impact and accretion in various financial metrics; the ability to retain management and key employees of PC Financial; and competition as well as those factors discussed under the heading "Risk Management" herein and in EQB's documents filed on SEDAR+ at www.sedarplus.ca.

All material assumptions used in making forward-looking statements are based on management's knowledge of current business conditions and expectations of future business conditions and trends, including their knowledge of the current credit, interest rate, and liquidity conditions affecting EQB and the Canadian economy.

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Although EQB believes the assumptions used to make such statements are reasonable at this time and has attempted to identify in its continuous disclosure documents important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Certain material assumptions are applied by EQB in making forward-looking statements, including without limitation, assumptions regarding its continued ability to fund its loan business, a continuation of the current level of economic uncertainty that affects real estate market conditions including, without limitation, continued acceptance of its products in the marketplace, as well as no material changes in its operating cost structure and the current tax regime. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. EQB does not undertake to update any forward-looking statements that are contained herein, except in accordance with applicable securities laws.

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Corporate structure

Name, address and incorporation

EQB Inc. (TSX: EQB) was formed on January 1, 2004, pursuant to a Certificate of Amalgamation issued under the Business Corporations Act (Ontario). Articles of Amendment dated September 1, 2009, and August 8, 2014, were filed in connection with the creation and issuance of the Series 1 Preferred Shares and Series 3 Preferred Shares of EQB Inc. (EQB), respectively. The Series 1 and Series 3 Preferred Shares have since been redeemed.

On October 15, 2021, EQB filed an Articles of Amendment to effect a two-for-one share split.

EQB was formally known as Equitable Group Inc. Effective June 6, 2022, it filed Articles of Amendment and changed its legal name to EQB Inc. The Equitable Bank and EQ Bank names have not changed. EQB's ticker symbol on the Toronto Stock Exchange (TSX) remained unchanged.

On July 11, 2024, EQB filed an Articles of Amendment in connection with the creation of the Series 5 Preferred Shares.

On September 30, 2024, EQB redeemed all of its issued and outstanding preferred shares that bear the symbol EQB.PR.C., and this ticker was delisted from TSX at the close of the trading on the same date.

Effective May 15, 2025, EQB's head office is located at EQ Bank Tower, 25 Ontario Street, Suite 2200, Toronto, Ontario, Canada M5A 0Y9.

Intercorporate relationships

EQB directly holds 100% of all issued and outstanding shares of Equitable Bank (the Bank).

Equitable Bank is a Schedule I bank under the Bank Act (Canada) (Bank Act) and was formed effective July 1, 2013, through the issuance of Letters Patent of Continuance dated June 26, 2013. Equitable Bank's activities are supervised by the Office of the Superintendent of Financial Institutions Canada (OSFI).

On October 2018, Equitable Bank received approval from the Minister of Finance to incorporate a wholly owned trust subsidiary, Equitable Trust (the Trust). In January 2019, the Trust obtained the "Order to Commence and Carry on Business" from OSFI effective December 19, 2018.

On January 1, 2019, Equitable Bank acquired 100% ownership of Bennington Financial Corp. (Bennington), a company serving the brokered equipment financing market in Canada.

On November 1, 2022, Equitable Bank acquired 100% ownership of Concentra Bank and its wholly owned subsidiary, Concentra Trust (collectively, Concentra), a Canadian mid-market bank and the provider of wholesale banking and trust solutions to Canadian credit unions.

On December 14, 2023, EQB Inc. acquired 75% interest in ACM Asset Management Ltd., which owns 100% of ACM Advisors Ltd. (ACM), a Canadian alternative asset manager that specializes in the creation, structuring and management of pooled Canadian commercial mortgage funds.

On May 7, 2025, EQB Inc. acquired an additional 3% of ACM's common shares from one of the minority interest shareholders. This purchase led to an increase of EQB's interest in ACM to 78%.

EQB has limited business activities outside the ownership of its two subsidiaries, Equitable Bank and ACM.

Change of Fiscal Year End

EQB changed its fiscal reporting period to end October 31st rather than December 31st in 2023. With this change, EQB's reporting regimen is consistent with Canada's other large publicly traded banks.

The change in fiscal year did not result in changes to the dividend payment schedule. EQB continues to pay dividends on the last business day of March, June, September and December.

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Description of the business

About EQB

EQB is a leading financial services company with over $138 billion in combined assets under management and administration. Its wholly owned subsidiary Equitable Bank is Canada's 7th largest bank by assets and offers innovative banking services to Canadians, while ACM Advisors (ACM), a majority-owned subsidiary, specializes in alternative asset management primarily for institutional investors.

Equitable Bank (the Bank) is Canada's Challenger Bank™, a position established as part of its mission to drive change in Canadian banking to enrich people's lives. In challenging, Equitable Bank seeks to inject much-needed competition into specific parts of the banking industry in ways that advantage both consumers and businesses.

EQB serves 779,000 Canadians and nearly 200 Canadian credit unions with approximately six million members, through two main businesses: Personal Banking - including EQ Bank, a leading digital bank in Canada - and Commercial Banking. Equitable Bank and its subsidiaries, Equitable Trust, Concentra Bank and Concentra Trust, are regulated by the Office of the Superintendent of Financial Institutions Canada (OSFI).

EQB is a member of the S&P/TSX Composite, S&P/TSX Completion, S&P/TSX Bank, S&P/TSX Dividend Aristocrats, S&P Canada BMI, and MSCI Small Cap (Canada) indices.

EQB Inc. is rated BBB by DBRS. Equitable Bank is rated BBB (high) by DBRS, BBB- by Fitch, and Baa2 by Moody's. These rates reflect EQB Inc. and Equitable Bank's sound credit fundamentals, consistent profitability, strong capital position, and diversification of assets and funding.

Canadians choose EQB for smarter products, unmatched value, and exceptional service. To deliver all three, EQB specializes in market segments where it can improve the banking experience and deliver unique value by rethinking conventional approaches and pushing for smarter ways to do business. EQB differentiates by providing a host of challenger bank retail services, single-family residential lending, decumulation lending, small business banking, commercial real estate mortgage lending, specialized commercial financing, equipment financing, credit union services and trust services.

EQB's challenger approach has allowed it to become a leading single-family residential lender. Continued innovation in the independent mortgage broker channel reflects EQB's long-term focus on providing great service to brokers and mortgage customers.

In its commercial lending businesses, EQB has become a leader in the insured multi-unit residential securitization market in Canada by focusing on serving customers who build and renovate much-needed rental apartment supply.

EQ Bank is Canada's first-born all-digital bank, providing great experience and value to Canadians, and serving as a convenient and compelling alternative to traditional banks. It was the first to move to a cloud-based platform and its digital capabilities are proven and differentiated to support cost-effective product development and fintech collaborations. In 2025, EQ Bank was named the top bank in Canada and North America by the Financial Times' The Banker magazine. EQ Bank was chosen by Forbes and Canadian consumers as Canada's Top Schedule I Bank in 2021, 2022 and 2023, and the Best Online Bank in 2024, and 2025.

EQB operates with a fintech mindset and collaborates with partners to innovate rapidly to deliver best-in-class digital banking services to Canadian consumers. Relationships with fintech market leaders help the Bank reach new customers and deliver additional value to Canadians.

A strategic advantage of EQB's business model is the ability to deploy deposits consistently and profitably across its diverse personal and commercial lending operations. This approach to diversifying assets and deposit-funding sources allows EQB to achieve its corporate growth objectives and reduces its risk profile.

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EQB’s talented teams are the foundation of its success. EQB employs over 1,900 challengers who are aligned to drive change in Canadian banking. EQB’s inclusive, welcoming and pride-inducing culture was recognized in 2024 on the LinkedIn Top Companies list for workplace growth and career progression and on the 2023 list of Canada’s Best Workplaces™.

As a subsidiary of EQB Inc., ACM specializes in the creation, structuring, and management of pooled Canadian commercial mortgage funds. ACM is one of the largest private investment fund managers in Canada with approximately 2,000 clients including institutional investors and accredited retail investors. ACM contributes to fee-based revenue and supports EQB’s long-term ROE performance ambition, without adding credit or balance sheet exposure. Strategically, it provides opportunities for EQB to explore opportunities to expand into specialized wealth management products.

Personal Banking

EQB’s Personal Banking operates through four businesses lines – EQ Bank, Residential Lending, Wealth Decumulation – specifically reverse mortgages – and Consumer Lending. These businesses provide innovative products and services that disrupt the status quo in Canadian banking by giving customers better financial value and a superior end-to-end experience. EQB’s personal banking customer segments are diverse: students, the self-employed, entrepreneurs, newcomers to Canada, high-net worth individuals, Canadians planning retirement, and retirees.

EQ Bank in particular has a long track record of successfully introducing innovative products that provide exceptional value to customers and materially improve the overall competitive landscape for banking in Canada. In October 2025, EQ Bank launched its Business Banking platform, built to give Canadian small businesses an edge in how they manage their money by offering high-interest Business Accounts and Business GICs. In 2024, EQ Bank launched the first-of-its-kind Notice Savings Account, with no fees or minimum balance requirements, and further expanded to customers in Quebec in February 2025. In addition, EQ Bank implemented a Generative AI chatbot in 2025 to service EQ Bank customers which greatly enhances efficiency while maintaining customer satisfaction.

EQB remains focused on creating better banking experiences and addressing segments underserved by other financial institutions. EQB’s competition includes other Schedule I banks, trust companies, mortgage lenders, and certain fintechs.

Commercial Banking

EQB’s Commercial Bank operates through several business lines – Commercial Real Estate Lending including Multi-Family Insured, Specialized Finance, Equipment Financing, Credit Union Services, Concentra Trust and Payments-as-a-Service supporting fintech partners. A primary focus of Commercial Banking is providing lending solutions to urban housing markets in Canada including the development and renovation of apartments, condominiums, and other types of residential properties in major cities across the country. It is geared to support growing and densifying urban centres where mortgage loans are backed by in-demand real estate assets that provide rental housing and services. Real estate assets that are most susceptible to changes in the economic environment, such as hotels and office spaces, are not core to the business.

Loan portfolio and sources of revenue

The details of EQB’s loan portfolio, including geographic and property type distribution, can be found in its Supplemental Financial Information Report available at eqb.investorroom.com.

Credit risk inherent in EQB’s loan portfolios is managed through lending policies and procedures, the establishment of lending limits, and documented approval processes. Underwriting criteria are intended to minimize risks inherent in EQB’s target markets and include prescribed loan-to-value ratios and strict debt-service ratio guidelines.

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EQB's primary sources of revenue are interest income as well as commitment, renewal, servicing and other ancillary fees derived from its lending activities, credit union and trust services. In addition, EQB earns gains on the sale of securitized and derecognized loans, as well as interest, dividend income, and capital gains from its investments.

Alternative Asset Management

EQB, through its ACM Advisors subsidiary, is one of the most respected independent alternative asset managers in Canada. Based in Vancouver, British Columbia, ACM specializes in the creation, structuring, and management of pooled Canadian commercial mortgage funds on behalf of pension plans, investment funds, charitable foundations, corporations, and accredited retail investors. ACM contributes to EQB's fee-based revenue.

Table 1: Primary sources of revenue

($000s, except percentages)	2025		2024
	Amount	% of total	Amount	% of total
Interest income:
Loans – Personal	1,858,271	147%	1,945,011	155%
Loans – Commercial	881,675	70%	1,019,682	81%
Investments(1)	85,550	7%	89,834	7%
Other	98,804	8%	108,082	9%
	2,924,300	232%	3,162,609	252%
Interest expense:
Deposits	1,320,094	105%	1,490,075	119%
Securitization liabilities(1)	476,955	38%	523,069	42%
Funding facilities	31,023	2%	50,940	4%
Other	2,537	0%	25,364	2%
	1,830,609	145%	2,089,448	166%
Net interest income(1)	1,093,691	87%	1,073,161	85%
Non-interest revenue:
Fees and other income	79,241	6%	81,087	6%
Net gains on loans and investments	14,616	1%	20,279	2%
Gains on sale from securitization activities(1)	62,161	5%	66,348	5%
Net gains on hedging and derivatives	12,092	1%	14,567	1%
	168,110	13%	182,281	15%
Revenue	1,261,801	100%	1,255,442	100%

(1) Effective November 1, 2024, interest income earned on securitized retained interests is reported in Interest income – Investments and interest expense incurred on servicing liabilities is reported in Interest expense – Securitization liabilities. Previously, these amounts were included in Non-interest revenue. Prior period comparative figures have been updated to conform to current period presentation.

Loan distribution

EQB's loans are originated through a network of brokers, business partners, and other third-party distribution agents, and in some circumstances, directly from individual borrowers.

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EQB also has the ability to acquire loans from a variety of commercial partners across Canada. These purchase arrangements provide EQB with the opportunity to acquire eligible insured multi-unit residential, uninsured and insured single family residential, and conventional commercial loans at competitive market rates. These volumes are comprised of lower-margin CMHC-insured multi-unit residential mortgages. EQB also outsources the servicing function for all loans acquired through these arrangements to a subset of market leading servicers and pays them market rates for this service.

There are no legal obligations to acquire any loans under these arrangements. In the unlikely event that loans are acquired under these arrangements, the transaction is executed on market terms and in accordance with EQB's prudent origination criteria. These transactions are monitored by management on a regular basis and are reviewed by EQB's Board of Directors (Board) on an annual basis.

Of Equitable Bank's loan originations in 2025, 32% were sourced from one partner and 18% from three brokers with each providing 4% or more of total originations.

Funding sources

EQB has access to diversified funding sources to support its lending businesses. These sources include term and demand deposits (from the direct-to-consumer EQ Bank platform, deposit broker channels, credit unions, institutions, and strategic partners). Wholesale funding sources include term deposit notes, bearer deposit notes, covered bonds, various institutional funding facilities, as well as securitizations through CMHC-sponsored programs and other financial institutions.

Retail funding

EQB's subsidiary Equitable Bank is a federally regulated deposit taking institution and offers various deposit products under the EQ Bank brand and through Equitable Bank, Equitable Trust, Concentra Bank and Concentra Trust legal entities.

EQ Bank (https://www.eqbank.ca/) attracts deposits directly from individual depositors and small Canadian businesses. EQ Bank deposits account for 28% of Equitable Bank's total deposits as at October 31, 2025. In 2025, EQ Bank was named a leading digital bank and recognized by the Financial Times' as best positioned to grow market share, supported by strong financial performance and a distinct brand that Canadians trust. EQ Bank was also named the top bank in Canada and North America by The Banker magazine and one of Canada's top banks on the Forbes World's Best Banks list since 2021. Equitable Bank expects EQ Bank's total deposits balances to continue to grow over time aided by marketing, new product launches and additional product features.

Outside the EQ Bank channel, the legal entities listed above offer term and demand deposits through a national network of brokers, dealers, investment advisors, strategic partners, credit unions and commercial business clients. Brokered deposits represent 49% of total deposits as at October 31, 2025.

All retail deposit products issued by Equitable Bank and its subsidiaries are eligible for Canada Deposit Insurance Corporation (CDIC) insurance, subject to applicable CDIC insurance limits and criteria.

Wholesale funding

Deposit notes and covered bonds

Both deposit note and covered bond issuances give Equitable Bank access to institutional investors through capital markets and help it to further diversify its funding sources.

The Bank remains active in the deposit note market with $1.15 billion of new issuances completed during fiscal 2025. The Bank has continued to be a regular issuer of short-term bearer deposit notes during the fiscal 2025. The outstanding term and bearer deposit notes balances were $2.4 billion and $0.7 billion, respectively, as at October 31, 2025.

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The Bank also aims to maximize its covered bond issuances in European markets within the regulatory limit of 5.5% of total assets while regularly accessing the market to maintain investor engagement. The Bank has completed six covered bonds issuances in Europe since 2021 totalling €2.2 billion, of which €1.3 billion (CAD $2.1 billion) remain outstanding as of October 31, 2025.

Securitization

The Bank, through its subsidiaries, regularly securitizes insured residential mortgage loans by issuing National Housing Act (NHA) Mortgage-Backed Securities (MBS). The issued NHA MBS are either retained by the Bank or are sold to third party investors, including the CMHC sponsored Canada Housing Trust No. 1 (CHT) under the Canada Mortgage Bond (CMB) program.

Securitization is one of the tools used by the Bank to effectively manage its funding costs and diversify funding sources. When the Bank securitizes loans, it applies IFRS derecognition rules to determine whether it has transferred substantially all of the risks and rewards related to the loans. In cases where the Bank is able to structure and execute transactions that transfer substantially all risks, rewards, and control related to the loans to third parties, it may fully or partially derecognize the securitized loans and the associated liabilities and record a gain on sale upfront. In some cases, the Bank retains residual interests in the derecognized loans which are recorded as securitization retained interests and servicing liabilities on the Bank's consolidated balance sheet.

Funding facilities

The Bank has two funding programs with an aggregate capacity of $3.6 billion, which are sponsored by D-SIBs. These programs provide a source of matched funding for uninsured single-family mortgage loans. Once securitized, loans stay in these facilities until they renew. The Bank does not bear any risk for the funding of the facility itself.

The Bank also has two short-term secured credit facilities with an aggregate capacity of $1.6 billion, which can be collateralized by insured and uninsured single-family mortgages, and insured multi-family mortgages.

Concentra Bank, a subsidiary of Equitable Bank, maintains a $50 million secured line of credit with SaskCentral, which is used primarily for settlement and clearing purposes.

EQB Inc. has an unsecured revolving facility of $320 million, maturing on December 30, 2027.

Seasonality

EQB's revenues and expenses are not subject to a material degree of seasonality. EQB's loan originations are seasonal, reflecting sales activity patterns in the Canadian residential real estate market. Specifically, loan origination levels in single family residential tend to reach seasonally low levels in the first quarter and peak in the latter half of the fiscal year.

Credit union deposits are primarily sourced through credit unions' excess liquidity and are typically subject to seasonal fluctuations. In particular, the agricultural cycle causes large cash inflows in the fall to correspond with harvest season followed by large outflows in the spring associated with seeding activities.

Competitive conditions

EQB's products compete with those offered by other chartered banks, trust companies, insurance companies, equipment financing companies, credit unions and other financial institutions and intermediaries in the jurisdictions in which it operates. Many of these competitors are strongly capitalized and hold a larger share of the Canadian banking market. There is always a risk that there will be new entrants in the market with more efficient systems and operations that could impact EQB's lending or deposit-taking market share.

EQB does not use proprietary retail branches to originate deposits or loan exposures. Deposits are raised directly through the Equitable Bank's online digital platform. Additionally, EQB relies primarily on business

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conducted on behalf of investing clients by members of the Canadian Investment Regulatory Organization (CIRO) and the Registered Deposit Brokers Association (RDBA) to distribute its deposit products. Lending exposure originations depend on a network of independent mortgage and lease brokers, brokerage firms and mortgage banking organizations. Under adverse circumstances, it may be difficult to attract enough new deposits from agents or lending business from brokers to meet future funding needs for new lending originations. The potential failure to sustain or increase current levels of deposits or lending originations from these sources could negatively affect the financial condition and operating results of EQB.

Employees and facilities

EQB through Equitable Bank, is licensed to conduct business across Canada. At October 31, 2025, EQB had over 1,900 full time equivalent employees within its group of subsidiaries, operating out of leased offices in Toronto, Calgary, Vancouver, Halifax, Montreal, and Regina, and a property owned in Saskatoon.

Environmental, social and governance

Each year EQB publishes its Responsibility Report, which provides details of its progress on environmental, social and governance (ESG) priorities, and performance. This document can be found on EQB's investor relations website eqb.investorroom.com.

Supervision and regulation

Equitable Bank and its subsidiary, Concentra Bank are federally regulated Schedule I banks, and the Bank Act governs their activities. Equitable Trust and Concentra Trust are federally regulated trust companies, and their activities are governed by the Trust and Loan Companies Act (TLCA). These two Acts prohibit Equitable Bank, Concentra Bank, Equitable Trust and Concentra Trust from engaging in or carrying on any business other than the business of financial services, except as specifically permitted. These four entities are supervised by OSFI which examines the affairs and business of each institution to ensure compliance with applicable regulations and to ensure that each deposit taking institution is in sound financial condition. OSFI is responsible to the Minister of Finance and its examination reports are submitted to the Minister of Finance.

Equitable Bank, Concentra Bank, Equitable Trust and Concentra Trust are also subject to regulation by the CDIC, which insures certain deposits held at member institutions, and by the Financial Consumer Agency of Canada (FCAC). The FCAC is responsible for enforcing the Financial Consumer Agency of Canada Act, and the consumer-related provisions of the federal statutes that govern financial institutions, which includes the Bank Act and its regulations. Equitable Bank and Concentra Bank are also subject to oversight by the Financial Transaction and Reports Analysis Centre of Canada (FINTRAC). As Canada's financial intelligence unit, FINTRAC administers the Proceeds of Crime (Money Laundering) and Terrorist Financing Act. These regulations apply to all federally regulated financial institutions in Canada and set out the expectations and obligations for detecting and deterring money laundering and the financing of terrorist activities.

The activities of ACM, a subsidiary of EQB, are subject to oversight by provincial securities and financial services regulators and authorities as well as FINTRAC.

Risk factors

EQB, like other financial institutions, is exposed to the symptoms and effects of national and global economic conditions and other factors that could adversely affect its business, financial condition and operating results, and which may influence an investor to buy, sell or hold shares in EQB. Many of these risk factors are beyond EQB's direct control. The Board plays an active role in monitoring EQB's key risks and in determining the policies and limits that are best suited to manage these risks. The Risk and Capital Committee assists the Board in its oversight of the Bank's management of its key risks.

The key risks faced by EQB are described in the "Risk Management" section of its 2025 Management's Discussion and Analysis (MD&A).

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Three-year history

Business line and product diversification

Lending and service expansions

In October 2025, Equitable Bank launched the EQ Bank Business Account, a high-interest, no-fee everyday bank account uniquely designed to suit Canadian small business owners' banking needs. The EQ Bank Business Account was piloted with select customers across Canada during the beta phase, which started in September 2024.
In May 2025, Equitable Bank launched the Generative AI chatbot for EQ Bank servicing, which improved resolution of customer inquiries while reducing call volumes.
In June 2024, Equitable Bank launched its Notice Savings Account which allows customers to choose between 10 and 30-day notice periods before withdrawing their money and earn a competitive rate of interest during the holding period of their choice. The Notice Saving Account was expanded to the province of Quebec in February 2025.
In December 2023, EQB Inc. expanded into wealth management through the acquisition of a majority interest in ACM Advisors Ltd.
In November 2023, Equitable Bank introduced the EQ Bank Card (Carte Banque EQ) to Quebec customers which enabled them to withdraw cash for free at any ATM in the country, earn cash back on their spending, earn high interest on their card balance, and travel without paying foreign currency conversion fees.
In November 2023, Equitable Bank partnered with Berkeley Payments to launch prepaid cards in Canada which offers Canadian consumers and businesses cutting-edge prepaid solutions and greater flexibility for making payments.
In July 2023, Equitable Bank launched EQ Bank First Home Saving Account (FHSA), a tax-advantaged registered plan that gives first-time homebuyers a better and faster way to save for their first home.
In June 2023, Equitable Bank introduced EQ Bank mobile wallet app which connects EQ Bank Card with Apple Pay and Google Pay, enabling customers to access contactless payments.
In January 2023, Equitable Bank partnered with Mastercard to launch the EQ Bank Card, a prepaid reloadable Mastercard, that allows customers to withdraw cash for free at any ATM in Canada, all while earning cash back on their spending and high interest on their balance.

Funding source diversification

In August 2025, Equitable Bank issued a $300 million 2-year floating rate deposit note.
In June 2025, Equitable Bank issued its sixth legislative covered bond in Europe for €500 million.
In May 2025, Equitable Bank issued a $350 million 3-year fixed rate deposit note.
In December 2024, Equitable Bank issued two deposit notes for a combined total of $500 million, with $175 million at 1.8-year re-open yield tranche and $325 million at 3 year fixed-rate tranche.
In September 2024, Equitable Bank issued two deposit notes for a combined total of $500 million, with $200 million at 2-year fixed-rate tranche and $300 million at 3.5-year fixed-rate tranche.
In April 2024, Equitable Bank issued its fifth legislative covered bond in Europe for €500 million. This was the first covered bond ever issued by a Canadian bank in Europe to carry a social label. This social covered bond was Equitable Bank's first issuance under its Sustainable Bond Framework.
In April, 2024, Equitable Bank issued a $300 million 2.75-year fixed rate deposit note.
In September 2023, Equitable Bank launched a new bearer deposit note program that further diversified its funding sources through issuance of short-term unsecured notes.

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In May 2023, Equitable Bank issued its fourth legislative covered bond in Europe for €300 million.

Contingent liquidity sources

On December 30th, 2024, EQB Inc. entered into an Amended and Restated Credit Agreement (the ARCA) which replaced the existing credit agreement it entered into on March 29th, 2022, by amending agreements dated May 30th, 2022, October 18th, 2022 and May 1st, 2024 (collectively the Credit Agreement). The ARCA, which continues to have a major financial institution as administrative agent, a major financial institution as swingline lender and a syndicate of lenders, restates the Credit Agreement by converting the existing revolving facility and non-revolving term loan into one fully revolving facility with a limit of $320 million, $225 million of which was undrawn as at October 31, 2025. EQB Inc. is able to obtain funds from the credit facility within one business day. To date, EQB Inc. has maintained full compliance with all terms and conditions of the credit facility. The facility includes an additional uncommitted component, which may be accessed subject to request and approval as well as an increased capacity to issue unsecured indebtedness, up to the greater of $250MM or 7.5% of equity, which currently amounts to $250MM.
On May 1, 2024, EQB Inc. entered into a Third Amending Agreement to Credit Agreement (the "Third Amendment"), which amended a credit agreement it entered into on March 29, 2022, as amended by amending agreements dated May 30, 2022, and October 18, 2022 (defined below), and with a major financial institution as administrative agent, a major financial institution as swingline lender and a syndicate of lenders. Given the ceasing of the calculation and publication of all tenors of CDOR effective June 28, 2024, the Third Amendment made certain amendments to the Credit Agreement to adjust references and mechanics from Canadian Dollar Offered Rate (CDOR) to Canadian Overnight Repo Rate Average (CORRA).

Regulatory capital

Effective April 1, 2023, Equitable Bank adopted Basel III banking reforms in accordance with OSFI's announced revised capital, leverage, liquidity, and disclosure requirements to help Canadian deposit-taking institutions (DTIs) more effectively manage risks and sustain resilience. The Basel III reforms implemented include:

Capital Adequacy Requirements (CAR) with a revised standard approach for credit risk and operational risk
Leverage Requirements (LR)
Liquidity Adequacy Requirements (LAR)
Small and Medium-Sized Deposit-Taking Institutions (SMSBs) Capital and Liquidity Requirements
Pillar 3 Disclosures

On October 20, 2023, OSFI released an update of CAR (2024 Capital Adequacy Requirements) that took effect November 1, 2023, and included changes in capital requirements associated with negative amortization mortgages with growing balances, where payments are insufficient to cover the interest components. Equitable Bank's capital requirements have not changed as a result of this requirement, as it does not offer variable rate residential mortgage products with fixed payments that lead to negative amortizing mortgages.

On September 11, 2025, OSFI released an update of CAR (2026 Capital Adequacy Requirements) that will take effect fiscal Q1 2026, which introduced new requirements associated with Combined Loan Product (CLP). Equitable Bank's capital position will not be impacted by this change as it does not offer CLP products.

Ongoing updates to CAR do have the potential to change the treatment of current lending portfolios and impact future risk-weighted assets.

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Credit ratings

Credit ratings are not recommendations to purchase, sell or hold a financial position in as much as they do not comment on market price or suitability for a particular investor. Credit ratings provided by rating agencies reflect their views and are based on various factors, including factors not entirely within an entity's control, including the methodologies used by the rating agencies.

EQB Inc. is rated by DBRS. Equitable Bank is rated by DBRS, Fitch and Moody's. Equitable Bank's covered bond program is rated by DBRS, Fitch and Moody's. Concentra Bank is rated by DBRS. During the year, Moody's commenced coverage on Equitable Bank and its latest covered bond issuance. Also during the year, Fitch upgraded its outlook on Equitable Bank to positive.

The table below outlines the credit ratings as at October 31, 2025.

EQB Inc. Credit Ratings	DBRS	Fitch	Moody's
Long-Term Issuer Rating	BBB	-	-
Long-Term Senior Debt	BBB	-	-
Limited Recourse Capital Notes	BB	-	-
Preferred Shares	Pfd-3 (low)	-	-
Rating Outlook	Stable	-	-
Equitable Bank Credit Ratings	DBRS	Fitch	Moody's
Long-Term Issuer Rating	BBB (high)	BBB-	Baa2
Short-Term Issuer Rating	R-1 (low)	-	P-2
Short-Term Instruments	R-1 (low)	-	P-2
Long-Term Deposits	BBB (high)	-	Baa1
Long-Term Senior Debt	BBB (high)	BBB-	-
Subordinated Debt	BBB	-	-
Rating Outlook	Stable	Positive	Stable
Covered Bond Rating	DBRS^{1}	Fitch^{1}	Moody's^{1}
Covered Bonds	AA^{2}	AA+	Aa1
Rating Outlook	Stable	Positive	Stable
Concentra Bank Rating	DBRS	Fitch	Moody's
Long-Term Issuer Rating	BBB (high)	-	-
Long-Term Senior Debt	BBB (high)	-	-
Long-Term Deposits	BBB (high)	-	-
Rating Outlook	Stable	-	-

Equitable Bank's covered bonds are rated by DBRS (CBL4 and CBL5), Fitch (CBL4, CBL5 and CBL6) and by Moody's (CBL6).
Effective November 18, 2025, DBRS upgraded the Covered Bonds rating to AAA.

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Business acquisitions

ACM Advisors Ltd.

On December 14, 2023, EQB Inc. completed the acquisition of 75% ownership interest in ACM Asset Management Ltd, which owns 100% of ACM Advisors Ltd. (ACM). ACM operates as a separate and distinct business. It serves its own investors and borrowing partner groups and pursues its own ambitious growth plans and strategies.

On May 7, 2025, EQB Inc. acquired additional common shares from one of the minority interest shareholders bringing EQB's ownership share of ACM to 78%.

Concentra Bank

On November 1, 2022, Equitable Bank completed its acquisition of 100% ownership of Concentra Bank. It paid $495 million in consideration for the acquisition and recognized goodwill of $40.7 million and intangible assets of $23 million. The purchase price was financed through a combination of new common equity issuance of $230 million converted from the Subscription Receipts on 1:1 ratio and a drawdown from the funding facilities under the Credit Agreement.

Dividends

Dividends are payable on EQB's common shares, and were paid on Series 3 Preferred Shares that were fully redeemed by EQB on September 30, 2024. EQB's Series 3 Preferred Shares were non-cumulative and had preference over the common shares with respect to the payment of dividends.

EQB has a policy of maintaining a balance between the distribution of profits to shareholders via the payment of dividends and the retention of earnings to fund its business and strategic objectives. It does not set a specific dividend payout ratio target. The declaration and payment of dividends is within the discretion of EQB's Board and is dependent on several factors, including the capital and liquidity positions of Equitable Bank. EQB's liquidity position is impacted by the dividends received from Equitable Bank.

The declaration and payment of dividends by Equitable Bank to EQB is also within the discretion of Equitable Bank's Board of Directors and is subject to regulatory restrictions. Equitable Bank is precluded from paying or declaring a dividend if there are reasonable grounds for believing that it is, or that payment would cause Equitable Bank to be, in contravention of any regulation made under the Bank Act with respect to the maintenance of adequate capital and liquidity or with any direction given by OSFI with respect to such matters.

The table below provides a summary of annual dividends per share paid by EQB over the past three completed fiscal years. These dividends are designated as eligible dividends for the purpose of the Income Tax Act (Canada) and any similar provincial and territorial legislation, unless otherwise indicated.

Type of Shares	For twelve months ended October 31, 2025	For twelve months ended October 31, 2024	For ten months ended October 31, 2023
Common Shares	2.08	1.74	$1.10
Series 3 Preferred Shares(1)	-	1.48	$1.11

(1) EQB fully redeemed the Series 3 Preferred Shares on September 30, 2024.

On August 28, 2024, EQB's Board suspended the Dividend Reinvestment Plan (DRIP) due to the strength of its capital position and ability to confidently generate capital over the medium to long-term to support growth. EQB maintains the right to reinstate the DRIP in future periods.

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Description of capital structure

General description of share capital

EQB's authorized share capital consists of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series. The material provisions of the common shares and the preferred shares are summarized or otherwise referred to below.

Common shares

Holders of EQB's common shares are entitled to one vote per share at all meetings of the shareholders of EQB except meetings at which only holders of any series of preferred shares are entitled to vote. After payment of all outstanding obligations, including preferred shares, the holders of common shares are entitled to receive EQB's remaining property upon the liquidation, dissolution or winding-up thereof.

On October 15, 2021, EQB filed an Articles of Amendment to effect a two-for-one share split (Share Split). The Share Split was implemented by way of a subdivision whereby common shareholders of record as of the close of business on October 15, 2021 received one additional share for each share held on October 25, 2021. This Share Split did not impact a shareholder's proportionate interest in EQB and all subsequent dividends declared has reflected the Share Split.

Upon closing of the Concentra acquisition on November 1, 2022, holders of Subscription Receipts automatically received, without payment of additional consideration or further action, one common share for each Subscription Receipt held. Further details on the terms of the Subscription Receipts are available in the Prospectus Supplement to the Short Form Base Shelf Prospectus dated June 12, 2020 filed by EQB on February 9, 2022.

As at October 31, 2025, 37,586,524 common shares were issued and outstanding.

Preferred shares

Preferred shares are issuable from time to time in one or more series. The Board is authorized to fix, before issue, the number, consideration per share, the designation, and the provisions attaching to the preferred shares of each series, which may include voting rights. The preferred shares of each series will rank pari passu with the preferred shares of every other series and will be entitled to preference over the common shares and any assets in the event of EQB's liquidation, dissolution or winding-up. If any cumulative dividends or amounts payable on a return of capital are not paid in full, the preferred shares of all series will participate ratably in accordance with the amounts that would be payable on such shares if all such dividends were declared and paid in full or the sums that would be payable on the return of capital if all amounts so payable were paid in full, as the case may be.

On September 30, 2024, EQB redeemed all 2,911,800 outstanding Series 3 Preferred Shares, at a price of $25.00 per share. Consequently, the EQB.PR.C trading symbol has been removed from TSX.

On July 11, 2024, in connection with the issuance of Limited Recourse Capital Notes (LRCN), EQB issued $150,000 of non-cumulative 5-year fixed rate reset preferred shares (Series 5 Preferred Shares) at $1,000 per share to EQB LRCN Limited Trust, to be held as trust assets in connection with the LRCN structure.

Page 15

Limited Recourse Capital Notes (LRCNs)

On July 16, 2024, EQB Inc. issued its first Limited Recourse Capital Notes, Series 1 (LRCNs) of $150 million with maturity on October 31, 2084. The LRCNs bear interest at 8.0% annually, payable semi-annually, for the initial period ending on, but excluding, October 31, 2029. Thereafter, the interest rate will reset every five years at a rate equal to the prevailing 5-year Government of Canada Yield plus 4.548%. Total distributions to holders of these notes were $8,820 for the twelve months ended October 31, 2025 ($2,586 for the twelve months ended October 31, 2024 and nil for the ten months ended October 31, 2023).

Normal course issuer bid (NCIB)

On January 2, 2025 EQB announced it had received TSX's approval to renew its NCIB for Common Shares. Pursuant to the terms of the NCIB, EQB may repurchase for cancellation up to 2,300,000 of its common shares. Purchases can commence on January 6, 2025 and continue until January 5, 2026, when the NCIB expires, or on such earlier date as the NCIB is complete. The actual number of Common Shares purchased under the NCIB and the timing of any such purchases will be at EQB's discretion. Subject to the TSX's block purchase exception, on any trading day purchases under the NCIB will not exceed 13,701 Common Shares, based on an average daily trading volume of the Common Shares June 1, 2024, to November 30, 2024, of 54,807 (rounding down and determined in accordance with TSX polices).

During the twelve months ended October 31, 2025, 1,023,748 common shares were purchased and cancelled under the NCIB, at a volume weighted average price of $93.36.

Market for securities

Trading price and volumes

EQB's common shares are traded on the TSX under the symbol EQB. The following table sets out the price range and trading volume for these securities on the TSX for each month of the year ended October 31, 2025.

Table 2: Price ranges and trading volumes by security type - common shares*

Months in fiscal 2025	Common Shares
	Price Range	Volume
November 2024	$104.00 - $112.83	1,330,117
December 2024	$96.20 - $113.20	2,166,305
January 2025	$97.87 - $114.22	1,542,346
February 2025	$98.86 - $110.94	1,293,600
March 2025	$93.65 - $102.98	2,215,718
April 2025	$85.14 - $99.22	1,711,443
May 2025	$90.69 - $99.78	2,301,662
June 2025	$90.93 - $105.38	2,714,942
July 2025	$98.90 - $109.42	1,978,212
August 2025	$87.54 - $104.25	3,416,646
September 2025	$89.50 - $94.54	4,225,786
October 2025	$86.82 - $94.65	2,866,921

Sourced from Bloomberg.

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Directors and executive officers

Directors

The following are the directors of EQB as at December 3, 2025. Directors are elected annually and hold office until the next annual meeting of shareholders, which is scheduled for April 8, 2026.

Name and Municipality of Residence	Principal Occupation	Director Since
Michael Emory
Toronto, Ontario, Canada	Founder and Executive Chair of the Board of Trustees, Allied Properties REIT	May 2014
Susan Ericksen
Cumming, Georgia, USA	Corporate Director	November 2018
Kishore Kapoor
Mississauga, Ontario, Canada	Corporate Director and Consultant	November 2016
Yongah Kim
Toronto, Ontario, Canada	Associate Professor of Strategic Management, Teaching Stream, Rotman School of Business, University of Toronto	December 2020
Marcos Lopez,
Calgary, Alberta, Canada	Chief Executive Officer, CreditApp	November 2022
Chadwick Westlake
Oakville, Ontario, Canada	President and Chief Executive Officer, EQB	August 2025
Rowan Saunders
Toronto, Ontario, Canada	President and Chief Executive Officer, Definity Financial Corporation	May 2013
Carolyn Schuetz
Toronto, Ontario, Canada	Corporate Director	November 2022
Vincenza Sera
Toronto, Ontario, Canada	Chair of the Board of EQB and Equitable Bank, and Corporate Director	May 2013
Michael Stramaglia
Toronto, Ontario, Canada	President and Founder of Matricc Advisory Group Inc., and Corporate Director	May 2014

All directors have held their principal occupations above for the past five years or more, except for:

Chadwick Westlake served as Chief Financial Officer of EQB until March of 2025, when he left to take on a leadership role outside of the banking industry. Chadwick rejoined EQB as Chief Executive Officer effective August 25, 2025.
Kishore Kapoor, served as President and Chief Executive Officer of RF Capital Group Inc. from 2020 to 2024.

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The Committees of the Board are as follows:

Committee	Members
Audit Committee	Carolyn Schuetz (Chair)
Kishore Kapoor
Vincenza Sera
Michael Stramaglia
Governance and Nominating Committee	Yongah Kim (Chair)
Michael Emory
Carolyn Schuetz
Vincenza Sera
Human Resources and Compensation Committee	Susan Ericksen (Chair)
Michael Emory
Yongah Kim
Marcos Lopez
Rowan Saunders
Risk and Capital Committee	Kishore Kapoor (Chair)
Susan Ericksen
Marcos Lopez
Rowan Saunders
Michael Stramaglia
Credit Risk Sub-Committee
(Sub-committee of the Risk and Capital Committee)	Michael Emory (Chair)
Susan Ericksen
Vincenza Sera

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Executive officers(1)

The following are the executive officers of EQB as at December 3, 2025:

Name and Municipality of Residence	Position
Chadwick Westlake
Oakville, Ontario	President and Chief Executive Officer
Anilisa Sainani
Toronto, Ontario	Senior Vice-President and Chief Financial Officer
Dan Broten
Toronto, Ontario	Senior Vice-President and Head, EQ Bank
Darren Lorimer
Toronto, Ontario	Senior Vice-President and Group Head, Commercial Banking
David Wilkes
Toronto, Ontario	Senior Vice-President and Chief Strategy & Growth Officer
Gavin Stanley
Toronto, Ontario	Senior Vice-President and Chief Human Resources Officer
Isabelle Farella
Toronto, Ontario	Senior Vice-President and Chief Auditor
Janet Lin
Oakville, Ontario	Senior Vice-President and Chief Information Officer
Marlene Lenarduzzi
Toronto, Ontario	Senior Vice-President and Chief Risk Officer
Michael Mignardi
King City, Ontario	Senior Vice-President and General Counsel
Tim Charron
Mississauga, Ontario	Senior Vice-President and Treasurer

(1) Executive officers are defined as the President and Chief Executive Officer and his direct reports.

All of the above executive officers have held their present positions or other management positions with EQB for the past five years, with the exception of:

Chadwick Westlake who served as EQB's Chief Financial Officer until March of 2025, when he left to pursue other interests. Prior to being EQB's Chief Financial Officer, Mr. Westlake was the Executive Vice President of Enterprise Productivity & Canadian Banking Finance at Scotiabank from November 2018 until November 2020.
Marlene Lenarduzzi who, prior to October 2023, was Managing Director, Counterparty Credit Risk at Bank of Montreal.
Gavin Stanley who, prior to September 2021, was Director of Talent, Commercial and Revenue at Shopify.
Anilisa Sainani who joined EQB in August 2025, served in progressively senior financial leadership roles at the Royal Bank of Canada, including VP Finance, Chief Accountant, and Chief Operating Officer, CFO Group.
David Wilkes who, prior to July 2022, was a Partner at McKinsey & Company, where he led enterprise-wide transformations, growth strategies and digital innovation for leading financial institutions across North America. He was appointed Senior Vice-President and Chief Strategy and Growth Officer following roles as Vice President of Corporate Finance, Strategy & Analytics and later as Head of Finance.

Page 19

Janet Lin who served at Loblaw and PC Financial, including strategy, e-commerce, cloud transformation and identity systems for platforms like PC Optimum, prior to joining EQB in 2021 as Senior Vice-President and Chief Information Officer.

At October 31, 2025, the directors and executive officers as a group beneficially owned, directly or indirectly, or exercised control or direction over 61,472 (October 31, 2024 – 579,599) common shares of EQB, representing 0.2% (October 31, 2024 – 1.5%) of the outstanding common shares.

Cease trade orders, bankruptcies, penalties or sanctions

To EQB's knowledge, after due inquiry, no director or executive officer:

(a) is, at the date of this Annual Information Form (AIF) or has been within the last 10 years, a director, chief executive officer or chief financial officer of any company that was the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days that was issued:

(i) while the director or executive officer was acting in the capacity of a director, chief executive officer or chief financial officer; or

(ii) after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while the person was acting in the capacity as director, chief executive officer or chief financial officer;

(b) is, as at the date of this AIF, or has been within the last 10 years, a director or executive officer of any company that, while that person was acting in that capacity or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(c) has, or within 10 years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director or executive officer.

To the best of EQB's knowledge, after due inquiry, no director or executive officer of EQB has been subject to:

(a) any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority; or

(b) any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Conflicts of interest

To EQB's knowledge, no director or executive officer has an existing or potential material conflict of interest with any of its subsidiaries.

Page 20

Legal proceedings and regulatory actions

Legal proceedings

In the ordinary course of business, EQB and its subsidiaries, are routinely involved with or a party to legal proceedings. A description of certain legal proceedings in which EQB is a party is set out in Note 24 to its 2025 audited consolidated financial statements, which are incorporated herein by reference.

Regulatory actions

In the ordinary course of business, EQB may be subject to penalties or sanctions imposed by regulatory authorities from time to time in relation to administrative matters, including late filings or reporting, which may be considered penalties or sanctions pursuant to Canadian securities regulators but which are not, individually or in the aggregate, material, nor would they likely be considered important to a reasonable investor making an investment decision.

During the 2025 financial year, EQB did not face any penalties imposed by securities regulatory authorities or enter into any settlement agreements with a court relating to securities legislation or with a securities regulatory authority, as such terms may be defined by National Instrument 14-101(3).

Interest of management and others in material transactions

To EQB's knowledge, no director, or executive officer, or any of their associates or affiliates has or had any material interest, direct or indirect, in any transaction within the three most recently completed fiscal years or during the current fiscal year that has materially affected or will materially affect EQB.

Material contracts

Except for the contracts described in the section "Three-Year History" above, there are no contracts, other than contracts entered into in the ordinary course of business, that are material to EQB and that were entered into in or before the most recently completed financial year, but that are still in effect.

Copies of the material contracts are available on SEDAR+ at www.sedarplus.ca.

Transfer agent and registrar

Odyssey Trust Company is the transfer agent and registrar for EQB's common shares at the following address: Trader's Bank Building 702, 67 Yonge Street, Toronto, Ontario, M5E 1J8.

(3) National Instrument 14-101 limits the meaning of 'securities legislation' to Canadian provincial and territorial legislation and 'securities regulatory authority' to Canadian provincial and territorial securities regulatory authorities.

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Experts

EQB's auditor is KPMG LLP and it is located at the Bay Adelaide Centre, 333 Bay Street, Suite 4600, Toronto, Ontario, M5H 2S5. KPMG LLP is independent of EQB in accordance with the ethical requirements prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation.

Audit Committee information

The following Audit Committee information is presented as of December 3, 2025.

Composition of the Audit Committee

The following directors are members of the Audit Committee: Carolyn Schuetz (Chair), Kishore Kapoor, Vincenza Sera and Michael Stramaglia. All members are financially literate and independent as defined by Canadian securities laws. The mandate of the Audit Committee is attached to this document as Schedule "A".

Relevant education and experience of Audit Committee members

The education and experience of each Audit Committee member that is relevant to the performance of their responsibilities are as follows:

Carolyn Schuetz (Chair) – Ms. Schuetz is an accomplished executive with more than 30 years of global experience in financial services. She spent 16 years with HSBC, most recently as Chief Operating Officer for Group Retail Banking and Wealth Management, where she led large-scale transformation initiatives across complex, highly regulated businesses. She currently serves as a director at OakNorth Bank plc, a UK-regulated digital bank, and at Altus Group Limited, a global provider of asset and fund intelligence solutions for the commercial real estate industry. Carolyn holds a Bachelor of Mathematics from the University of Waterloo, is a Chartered Accountant/Chartered Professional Accountant, and earned an MBA from Stanford Graduate School of Business. She also holds the NACD Directorship Certification. She has served as a member of the Audit Committee since May 2023 and was appointed Committee Chair in 2024.

Kishore Kapoor – Mr. Kapoor is a Corporate Director and the former President and Chief Executive Officer of RF Capital Group Inc. and Richardson Wealth, having retired in September 2024. Until 2011, he was President of Wellington West Holdings Inc., the parent company of a number of subsidiaries that provided wealth management and corporate finance services to retail and institutional clientele in Canada. From November 2003 to June 2005, Mr. Kapoor was Executive Vice-President of Corporate Development at Loring Ward International Inc., a public company formed to hold the U.S. operations of Assante Corporation, previously one of the largest wealth management firms in Canada, and served as its Executive Vice-President, Corporate Development from March 1994 until November 2003. He also served as a director of Manitoba Telecom Services and Audit Committee Chair from 1994 until 2003. Mr. Kapoor has a Bachelor of Science degree from the University of Manitoba and is a Chartered Professional Accountant and former tax partner with KPMG LLP. He has been a member of the Audit Committee since November 2016.

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Vincenza Sera – Ms. Sera is Chair of the Board. She has more than 25 years of experience in capital markets, corporate finance and corporate governance having held senior positions with National Bank Financial, First Marathon Securities and Canadian Imperial Bank of Commerce. She currently serves as Chair of the Board of Trustees of Dream Industrial REIT, on the Board of directors of DREAM Unlimited Corp. where she is Chair of the Governance, Environmental and Nominating Committee. Previously, she served on the board of IMCO and as Chair of the Board of the Board of Directors of the Ontario Pension Plan. Ms. Sera holds a Master of Business Administration from the University of Toronto and is a member of the Institute of Corporate Directors with the ICD.D designation. Ms. Sera became a member of the Audit Committee in May 2023.

Michael Stramaglia – Mr. Stramaglia, a Professional Corporate Director, is the founder and President of Matric Advisory Group Inc., a risk management consulting firm. He is also an Executive-in-Residence at the Global Risk Institute. Mr. Stramaglia has extensive financial services experience, with prior executive leadership roles that include Executive Vice-President and Chief Risk Officer for Sun Life Financial Corp., Executive Vice-President and Chief Investment Officer for Clarica and President and CEO of Zurich Life Insurance Company of Canada. He currently serves on the Board of Definity Financial Corp. and as Chair of the Ontario Internal Audit Committee (an independent advisory committee to the Province of Ontario). He previously served on the boards of Foresters Financial/International Order of Foresters, Munich Re Canada and Temple Insurance Company of Canada. He previously served as Chair of the Audit Committees of Equitable Bank, Economical Insurance, Munich Re Canada and Temple Insurance Company of Canada. He also previously served as a member of the Audit Committee of Foresters Financial/International Order of Foresters and as Chief Financial Officer for Zurich Life Insurance Company of Canada. Mr. Stramaglia is a qualified actuary and a Chartered Enterprise Risk Analyst. He holds an Honours Bachelor of Mathematics from the University of Waterloo and holds the ICD.D designation from the Institute of Corporate Directors. Mr. Stramaglia most recently became a member of the Audit Committee in May 2023.

Pre-approval policies and procedures

The Audit Committee has adopted a policy for the pre-approval of services that may be performed by EQB's external auditor. The policy specifies the scope of services permitted to be performed by the external auditor as well as those services they are prohibited from being provided to ensure their independence is not compromised. The policy states all audit, audit-related and tax services shall be pre-approved by the Audit Committee, together with the associated fees for those services. The policy also delegates authority to the Chair of the Audit Committee to approve permissible non-audit services and their fees between Committee meetings and report such approval to the Audit Committee at its next scheduled meeting. On a quarterly basis the Audit Committee is presented with a summary report of all services approved by the Audit Committee or the Committee Chair on a year-to-date basis that are currently underway or have been completed since the prior quarter's report, as well as details of any proposed engagement for consideration by the Committee. In making its determination regarding the services to be performed by the external auditor, the Committee considers compliance with applicable legal and regulatory requirements as well as whether the provision of the services could negatively impact auditor independence. The policy does not delegate any responsibilities of the Audit Committee to EQB's management.

External auditor service fees

Table 4: External auditor service fees

($000s)	2025(1)(2)	2024(1)(2)
Audit fees	2,999	2,308
Audit-related fees	183	169
Tax compliance fees	-	8
Other fees	40	43
Total	3,222	2,528

(1) Amounts exclude CPAB fees and HST. (2) In accordance with the respective Engagement Letters, the fees reported above are subject to a technology and support charge in the amount of $226 (2024 - $177).

Audit fees

Audit fees include amounts paid or accrued for professional services rendered by the auditors in connection with the audit of annual consolidated financial statements, the review of EQB's interim financial statements, specified procedures reports to support EQB's subsidiaries participation in CMHC-sponsored securitization programs, consent letters for prospectus offerings, AMF reporting, and certain accounting advisory services.

Audit-related fees

Audit-related fees relate to translation services.

Tax fees

Tax fees paid for professional services primarily related to the review of income tax returns.

Other fees

Other fees relate to the audit of EQB's greenhouse gas disclosures and limited assurance engagement for its social covered bond issuance.

Additional information

Additional information relating to EQB can be found on EQB's website at eqb.investorroom.com and on SEDAR+ at www.sedarplus.ca.

Additional financial information is provided in EQB's audited consolidated financial statements and MD&A for the year ended October 31, 2025. Information related to directors' and officers' remuneration and indebtedness, principal holders of EQB's securities, and securities authorized for issuance under equity compensation plans is contained in EQB's Management Information Circular for its most recent annual meeting of shareholders. A copy of such documents is available on EQB's website at eqb.investorroom.com and on SEDAR+ at www.sedarplus.ca.

Copies of documents referred to in this section may be obtained from EQB's Corporate Secretary at EQ Bank Tower, 25 Ontario Street, Suite 2200, Toronto, Ontario, Canada M5A 0Y9 or by contacting EQB at: [email protected].

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Schedule "A"

Audit Committee Mandate

This mandate provides terms of reference for the Audit Committee of the Board of Directors of EQB Inc. (the "Company") and the Board of Directors of its wholly-owned subsidiary, Equitable Bank (the "Bank" and collectively "EQB").

A. PURPOSE

The primary functions of the Audit Committee (the "Committee") are to assist the Board of Directors in its oversight of:

(i) the integrity of EQB's financial statements and related management's discussion and analysis and reliable, accurate and clear financial reporting to shareholders;

(ii) reviewing the qualifications, independence and service quality of the external auditors;

(iii) overseeing the design and effectiveness of internal controls, including internal controls over financial reporting and disclosure controls; and

(iv) overseeing the Bank's Internal Audit and Finance functions and evaluating their effectiveness.

To perform such other duties as may be delegated to the Committee by the Board from time to time.
To act as the audit committee for certain federally-regulated subsidiaries of the Bank that require an audit committee under applicable law, as determined by the Board.

B. RESPONSIBILITIES

Financial Reporting

Review and recommend for Board approval and disclosure to the public the interim and annual consolidated financial statements of EQB Inc. and the related management's discussion and analysis (MD&A), the annual financial statements of the Bank, and the external auditor's opinion on these financial statements. Satisfy itself that the financial statements present fairly, in accordance with International Financial Reporting Standards (IFRS), the financial position, results of operations, and EQB's cash flows.
As part of these reviews, the Committee should discuss with management and the external auditor:

a) key areas of risk for material misstatement of the financial statements, including critical accounting policies, models and estimates and other areas of measurement uncertainty or judgment underlying the financial statements and MD&A

b) areas requiring significant auditor judgment as it relates to their evaluation of accounting policies, accounting estimates and financial statement disclosures;

c) whether estimates/models and judgments made by management are within an acceptable range and in accordance with IFRS and industry practice;

d) any material proposed changes in accounting standards or regulations relevant to EQB's financial statements;

e) significant or unusual transactions, and the impact of material subsequent events between the reporting date and the approval date on the financial statements and the MD&A

f) reports prepared by the external auditor for the Committee summarizing their key findings and required communications in respect of the annual audit and interim reviews; and

g) tax matters that are material to the financial statements.

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Review and recommend for Board approval, earnings news releases or other material financial news releases.
Review financial information and any earnings guidance provided to analysts and any rating agencies prior to public disclosure.
Keep abreast of trends and best practices in financial reporting including considering, as they arise, topical issues and their application to EQB.
Review any investment or transaction that could adversely affect the well-being of the Bank.
Discuss significant financial risk exposures and the steps Management has taken to monitor, control and report such exposures.
Review and recommend for Board approval EQB Inc.'s Annual Information Form.
Review and assess the adequacy of procedures for the review of financial information extracted or derived from the financial statements that is to be publicly disclosed and has not otherwise been reviewed by the Committee.
Review the process relating to the certifications of the Chief Executive Officer and the Chief Financial Officer on the integrity of EQB Inc.'s interim and annual financial statements and other disclosure documents as required.
Review with Management and the General Counsel any litigation claim or other contingency that could have a material impact on EQB's financial statements.

Internal Controls

Require management to implement and maintain appropriate internal control processes and procedures, including internal controls over financial reporting and disclosure, and controls related to the prevention, identification and detection of fraud, all as part of the Bank's Internal Control Framework, and review, evaluate and approve these procedures.
Review the external auditor's annual audit findings report for assessments on EQB's internal controls over financial reporting as it relates to their opinion on the annual financial statements.
Review reports from management and Internal Audit on the design and operating effectiveness of internal controls, adequacy of reporting practices, disclosure controls, and any significant control breakdowns, including any reports concerning significant deficiencies and material weaknesses in the design or operation of internal controls.
Meet with management, the Chief Auditor and the external auditor to discuss the adequacy and effectiveness of the Bank's internal controls, including internal control over financial reporting and controls related to the prevention, identification and detection of fraud.

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Review as required correspondence relating to inquiries or investigations by regulators concerning internal controls.
Review and approve the procedures established for the receipt, retention and treatment of complaints received by EQB regarding accounting, internal accounting controls or auditing matters, including confidential, anonymous submissions from employees as part of EQB's Whistleblower Policy, and receive reports from the Bank's Chief Compliance Officer as required under the whistleblowing program.
Review reports from Internal Audit on the operating effectiveness of internal controls to ensure the integrity, accuracy and reliability of ESG and climate-related disclosures and metrics and oversee any external assurances or attestations regarding reported ESG and climate metrics.

Internal Audit Function

Review and approve at least annually the organizational structure, resources and budget of the Internal Audit function.
Approve the appointment or removal of the Chief Auditor.
Annually assess the effectiveness and performance of the Chief Auditor, taking into account the objectivity and independence of the Internal Audit function and any regulatory findings with respect to the Internal Audit function, and provide the results to the Chief Executive Officer as input into the Human Resources and Compensation Committee's compensation approval process.
Review and approve annually the mandate and strategic priorities of Internal Audit (developed in accordance with the professional standards of the Institute of Internal Auditors) and review the annual independence attestation.
Review and approve the annual audit plan including the risk assessment methodology, and satisfy itself that the plan is appropriate, risk-based and addresses all relevant activities and significant risks over a measurable cycle.
Review on a quarterly basis with the Chief Auditor:
(i) the status of the audit plan and any required changes;
(ii) the results of audit activities, including any significant issues reported to management and management's response and/or corrective actions, ensuring that Internal Audit's recommendations are acted upon within an appropriate timeframe, and proactively consider thematic findings across EQB; and
(iii) the status of identified control weaknesses.
Ensure the Chief Auditor has unfettered access and a direct reporting line to the Audit Committee to raise any internal audit, organizational or industry issues, or issues with respect to the relationship and interaction between Internal Audit, management, the external auditor and/or regulators.
Discuss with the Chief Auditor the overall design and operating effectiveness of the system of internal controls, risk management and governance systems and processes.

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Review any difficulties encountered by Internal Audit in the course of internal audits, including any restrictions on audit scope or access to required information.
Review the results of independent quality assurance review of the Internal Audit function conducted on a minimum five-year cycle.
Oversee that deficiencies identified by supervisory authorities related to the Internal Audit function are remedied within an appropriate timeframe and report to the Board on the progress of necessary corrective actions.

External Auditor

Oversee the work of the external auditor who reports directly to the Audit Committee.
Recommend to the Board, for recommending to shareholders, the appointment or termination of the external auditor.
Review and approve the external auditor's engagement letter and annual audit plan, ensuring the audit plan is risk-based and covers all relevant activities over a measurable cycle, and monitor the plan's execution. Review with the external auditor any proposed change to the scope of the plan, including any change to the materiality level, and ensure that the work of the internal and external auditors is coordinated.
Review and recommend to the Board for approval the annual fee for the audit of EQB's financial statements. As part of this review the Committee should satisfy itself that the level of audit fees is commensurate with the scope of work undertaken and that any fee reduction continues to ensure a quality audit.
Review a formal written statement from the external auditor delineating all relationships between the external auditor and EQB that may impact its independence and objectivity, consistent with the rules of professional conduct of the Canadian provincial chartered accountant institutes or other regulatory bodies, as applicable.
Annually review the external auditor's opinion on EQB's annual financial statements, including the key audit matters contained therein.
Review and assess, at least annually, the qualifications, effectiveness, independence and service quality provided by the external auditor, including a review and assessment of the lead audit partner, taking into consideration the opinions of management and Internal Audit, and any concerns raised by EQB's regulators about the external auditor's independence. Discuss the findings of the assessment with the external auditor and report on the overall effectiveness of the external auditor to the Board.
Conduct a comprehensive review of the external auditor at least every 5 years. As part of this review, the Committee should periodically consider whether to put the external audit contract out for tender, taking into consideration the length of the current audit firm's tenure and the risks it may pose to the audit firm's objectivity and independence, and approve the criteria for tendering the contract.

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Approve in accordance with the established pre-approval policy all services to be provided by the external auditor, including audit and audit-related services and permitted tax and non-audit services.
Delegate the authority to pre-approve non-audit services to a member of the Committee.
Review any audit or non-audit service pre-approved by the delegate of the Committee.
Review at least annually the total fees billed and paid to the external auditor by the required categories.
Receive the Canadian Public Accountability Board's ("CPAB") annual public report, along with any notices required to be communicated by the external auditor to the Committee, including those required by the CPAB and the Office of the Superintendent of Financial Institutions, and review and discuss with the external auditor any findings specific to an inspection of EQB's audit.
Review at least annually a report from the external auditor which describes or includes:
(i) the firm's internal quality control practices and procedures;
(ii) any material issues raised by their most recent internal quality control review, peer review, or by governmental or professional inquiry or investigation within the preceding five years regarding one or more independent audits carried out by the external auditor and any steps taken to deal with such issues.
Monitor the rotation plan for partners on the audit engagement.
Review and approve policies and procedures for the employment of current or former partners or employees of the current or former external auditor, as required by applicable laws.
Review with the external auditor any issues or difficulties experienced by the external audit team and management's response, and resolve any disputes between the external auditor and management.
Review all substantive correspondence between the external auditor and management about audit findings.
Review and approve transfers of tax liability between EQB Inc. and the Bank pursuant to Canadian tax laws.

Finance

Approve the appointment or removal of the Chief Financial Officer.
Approve annually the mandate of the Chief Financial Officer.
Approve annually the resource plan, budget and organizational structure of the Finance function.
Annually assess the effectiveness and performance of the Chief Financial Officer, taking into account any regulatory findings with respect to the Finance Department, and convey the results to the Chief Executive Officer as input into the Human Resources and Compensation Committee's compensation approval process.

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Periodically engage an independent third party to assess the effectiveness of the Finance function, review the results of that assessment and Management's response, and report such results to the Board.
Review and oversee the status of remediation plans implemented by Management to rectify any deficiencies identified and report to the Board on the progress of necessary corrective actions.
Provide a forum for the Chief Financial Officer to have unfettered access and a functional reporting line to the Committee to raise any financial reporting issues or issues with respect to the relationship and interaction among the Finance function, management, the external auditor and/or regulators.

Other

Review such returns of the Bank as the Superintendent of Financial Institutions may specify.
Review and assess the adequacy of this mandate at least annually and where necessary, recommend changes to the Board for approval.
Receive reports on EQB's investor relations activities.
Annually evaluate the Committee's effectiveness with respect to this mandate.
Participate as required or as determined by the Committee Chair in internal or external educational sessions to enhance familiarity with financial, accounting and other areas relevant to the Committee's responsibilities. The Bank shall provide appropriate funding for such sessions.
Have unrestricted access to the external auditor, management and Bank employees, and to any and all books and records.
Retain, as appropriate and at EQB's expense, independent counsel, accountants or other advisors to advise the Committee or assist in the conduct of an investigation.
Perform such other functions and tasks imposed on the Committee by regulatory requirements or delegated to it by the Board.
Prepare a report on its activities on an annual basis for inclusion in EQB Inc.'s Management Information Circular.

C. MEMBERSHIP

The Committee shall consist of a minimum of three independent directors, as defined in applicable laws, rules and regulations and pursuant to the director independence policy. No member of the Committee may be an officer or employee of the Bank or any of its subsidiaries or affiliates, or be a person who is "affiliated" with the Bank.
Each Committee member must be financially literate or become financially literate within a reasonable period of time after appointment to the Committee. At least one member of the Committee shall have a professional accounting designation.

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Committee members are appointed or reappointed annually by the Board upon the recommendation of the Governance and Nominating Committee, with such appointments to take effect immediately following the annual meeting of shareholders. Members shall hold office until their successors are appointed, or until they cease to be directors of EQB.
No Committee member may serve on the audit committees of more than two other public companies unless the Governance and Nominating Committee and/or the Board determines that this simultaneous service would not impair the ability of the member to effectively serve on EQB's Audit Committee.

D. VACANCIES

Vacancies may be filled for the remainder of the current term of appointment of Committee members by the Board.

E. CHAIR AND SECRETARY

The Board shall appoint from the Committee membership, a Chair for the Committee who shall preside at all meetings. In the absence of the appointed Chair, the Committee members may appoint a Chair from the members present to preside at that meeting. The Chair shall work with management and the Corporate Secretary to develop the Committee's meeting agendas and annual workplan.
The Corporate Secretary, or their designate shall act as secretary at Committee meetings and record and maintain minutes of all meetings of the Committee and present them to the Committee for approval.

F. MEETINGS AND QUORUM

The Committee shall meet at least quarterly, or more frequently as circumstances dictate to carry out its mandate. Meetings shall be convened at such times, places and in such a manner as determined by the Committee Chair.
Meetings of the Committee may be called by the Committee Chair, by any two Committee members, or by the external auditor. Members may participate in meetings in person or by telephone, electronic or other communication facilities. A member participating by such means is deemed to be present at that meeting.
The Committee may invite any director, officer or employee or any other person to attend meetings to assist the Committee with its deliberations. Any non-Committee director has a standing invitation to attend meetings of the Committee but may not vote.
Notice of Committee meetings shall be sent to each Committee member in writing or by telephone or electronic means, at least 24 hours before the time and date set for the meeting, at the member's contact information recorded with the Corporate Secretary. A member may in any manner waive notice of a meeting of the Committee and attendance at a meeting is a waiver of notice of the meeting, except where a member attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is now lawfully called.
Notice of each Committee meeting shall also be given to the external auditor and the Chief Auditor, to attend and be heard at each meeting.
Quorum for a meeting of the Committee shall be a majority of its members, subject to a minimum of two members.

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Written resolutions in lieu of a meeting of the Bank's Audit Committee are permitted solely in accordance with the Bank Act (Canada).
Matters decided by the Committee shall be by majority vote.
The Committee shall meet at the beginning and/or at the end of each meeting with only members of the Committee and the Chair of the Board present. The Committee shall also meet in separate private sessions with each of the external auditor, the Chief Auditor and the Chief Financial Officer and may meet with any other officer as requested by the Committee from time to time.

G. REPORT TO THE BOARD

The Committee Chair shall report to the Board after each Committee meeting on material matters reviewed by, and recommendations made by, the Committee.

This mandate was last reviewed and approved by the Board on August 27, 2025.