Goliath Resources Limited — AGM Information 2023

Feb 28, 2023

==> picture [612 x 682] intentionally omitted <==

Invitation to Shareholders

DEAR FELLOW SHAREHOLDERS:

On behalf of the Board and our team at CWB Financial Group, we are pleased to invite you to attend the 2023 annual meeting of shareholders on April 6, 2023 at 1:00 p.m. (Mountain Time). We encourage shareholders to attend our annual meeting virtually through the LUMI platform accessible at web.lumiagm.com/436151338, password “ cwb2023 ” (case sensitive). The meeting will also have a small in-person option at the Fairmont Hotel Macdonald in Edmonton, Alberta. At the meeting, whether you attend virtually or in person, you will gain insight from CWB's leadership about our fiscal 2022 performance, our strategic direction, and have the opportunity to ask questions of the Board and management.

The Board continues to provide strong oversight as management executes our winning strategy to deliver the best full-service bank for business owners in Canada. We have delivered strong growth in Ontario, with further momentum supported by the newly opened Markham banking centre in fiscal 2022 and opening of a new banking centre in Toronto’s financial district next year. We will also leverage our new modern flagship banking centre in Vancouver to support market share growth in British Columbia.

With our modern technology infrastructure and a targeted approach to enhance our digital capabilities, we provide enhanced value to our clients. We successfully launched our new personal and small business digital banking platforms this year to provide clients more time to focus on running their business. Continued enrichment of our digital capabilities broadens our access to stable lower cost funding through enhanced growth of full-service relationships both within and outside our banking centre footprint.

As our clients grow and become successful, we are positioned to grow with them. Our expanded wealth offering enables our teams to continue to be our clients’ financial services partner through all stages of their lives. CWB Wealth is positioned to provide a differentiated client experience in Canadian private wealth advisory services and strengthen full-service relationships with successful business families, business executives, and employees of the businesses CWB serves.

As part of strengthening oversight of all aspects of sustainability, this year, we updated Board and committee mandates to further reflect our governance responsibilities in relation to CWB’s approach to ESG factors, initiatives, risks, and reporting. We remain committed to supporting and engaging with management as they continue to execute CWB’s sustainability roadmap.

Today, we are a more resilient bank than ever with a track record of strong performance through economic cycles. Our confidence reflects the strength of our teams across the organization. We believe we have the right diversity of experience, perspectives and skill sets to effectively address the opportunities and challenges ahead. The enhanced capabilities we have built provide a platform to create sustainable long-term value.

Thank you from CWB

Our people first culture supports our continued position as a destination for top talent. Our collaborative, high-performance culture was recognized again this year by Great Place to Work Canada® as one of this year’s top 20 Best Workplaces[TM] in Canada and one of the Best Workplaces[TM] for Hybrid Work. This year, we are pleased to have seamlessly executed our planned succession at both the executive leadership team level and the Board level.

We wish Carolyn Graham, Glen Eastwood and Darrell Jones happiness in their retirements and thank each of them for their significant contributions to CWB. We are confident that Carolina Parra, Jeff Wright, John Steeves and Azfar Karimuddin are the right additions to our executive team to continue to deliver a differentiated client experience and award-winning workplace culture.

We want to thank all our CWB team members for your unwavering commitment to delivering an unrivaled experience to our clients and advancing our strategic direction. We are excited about the opportunities that lie ahead and remain confident in our ability to produce sustainable value for all stakeholders.

To our clients across Canada, thank you for choosing CWB and giving our team the opportunity to be a trusted partner that is obsessed with your success.

To our fellow shareholders, thank you for your ongoing support and commitment to CWB through a year of strategic investment and prudent risk management to ensure we are well positioned for the challenges and opportunities that may lie ahead. Looking forward, we will take a targeted approach in our investments and drive strong growth of profitable full-service client relationships across our geographic footprint. Our team is poised to deliver upon our significant potential with strong core operating performance next year, and we have charted a course to reward you with a meaningful expansion of our return on equity by 2024.

Director Retirement

After 37 years of esteemed and dedicated service, Mr. Robert Manning will retire from the Board and not stand for re-election at the annual meeting. An original member, Mr. Manning is the longest standing member of CWB’s Board, and has served as Chair of the Audit Committee since 1996. His accomplished business acumen, experience, and thoughtful perspective have greatly contributed to the enduring foundation upon which the strong performance of our Board and CWB have been built. CWB has grown and developed under the exemplary leadership and insightful governance of Mr. Manning, and his energy will be missed. We wish to thank and express our utmost gratitude to Mr. Manning for the dedication, leadership, and invaluable experience he has brought to the Board and executive management.

Sincerely,

==> picture [114 x 27] intentionally omitted <==

Sarah A. Morgan-Silvester Chair of the Board

==> picture [65 x 26] intentionally omitted <==

Christopher H. Fowler President and Chief Executive Officer

Notice of Annual Meeting of Common Shareholders of Canadian Western Bank

WHEN:

Thursday, April 6, 2023 1:00 p.m. (Mountain Time)

WHERE:

VIRTUALLY Encouraged Via the LUMI virtual AGM platform at web.lumiagm.com/436151338, password “ cwb2023 ” (case sensitive)

IN PERSON

The Fairmont Hotel Macdonald Jasper Room 10065 100 Street NW Edmonton, Alberta

AGENDA

The purpose of the meeting is to consider and take action on the following matters:

1. Elect CWB’s directors who will serve until the next annual meeting;

2. Receive CWB’s financial statements for the year ended October 31, 2022 and the auditor’s report on those statements;

3. Appoint CWB’s auditor who will serve until the next annual meeting;

4. Consider an advisory resolution on CWB’s approach to executive compensation; and

5. Consider any other business that may properly come before the meeting.

The accompanying Management Proxy Circular provides detailed information related to the above matters.

If you are unable to attend the meeting at the scheduled time, a recorded version of the webcast will be available on the Investor Relations section of our website at www.cwb.com/investor-relations following the meeting.

By order of the Board,

==> picture [96 x 33] intentionally omitted <==

Monique M. Petrin Nicholson Senior Vice President, General Counsel and Corporate Secretary January 31, 2023

YOUR VOTE IS IMPORTANT

Please vote as early as possible so your shares are represented at the meeting. CWB’s transfer agent, Computershare Trust Company of Canada, 8[th] Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, must receive your vote no later than 1:00 p.m. (Mountain Time) on April 4, 2023. Detailed voting instructions for shareholders begin on page 3 of the Management Proxy Circular.

We encourage you to vote by proxy in advance of the meeting.

Important Dates

2022 Fiscal Year End Date of Circular Record Date Annual Meeting of Shareholders

October 31, 2022 January 31, 2023 (all information is as at this date, unless indicated otherwise) February 7, 2023 April 6, 2023

Contents

Voting and Attendance Information: Questions and Answers .............3 Business of the Meeting .......................................................................6 Electing our Directors........................................................................................................................................... 6 Receiving our Financial Statements and Auditor’s Report ................................................................................... 6 Appointing our Auditor ........................................................................................................................................ 6 Voting on our Approach to Executive Compensation (“Say on Pay”) ................................................................... 7 Director Information .............................................................................8 Your Director Nominees ....................................................................................................................................... 8 Director Compensation ........................................................................................................................................ 15 Directors’ Equity Requirements ........................................................................................................................... 18 Corporate Governance .........................................................................19 Our Corporate Governance Practices ................................................................................................................... 19 Committee Reports .............................................................................................................................................. 29 Executive Compensation and Related Information ..............................33 Compensation Discussion and Analysis ................................................................................................................ 35 Named Executive Officer Compensation .............................................................................................................. 60 Additional Compensation Disclosure ....................................................67 Compensation of Senior Managers and Other Material Risk Takers .................................................................... 67 Compensation Awarded....................................................................................................................................... 67 Special Compensation .......................................................................................................................................... 67 Deferred Compensation ....................................................................................................................................... 68 Other Information .................................................................................69 Indebtedness of Directors and Executive Officers ................................................................................................ 69 Directors’ and Officers’ Liability Insurance ........................................................................................................... 69 Shareholder Proposals ......................................................................................................................................... 69 Additional Information ......................................................................................................................................... 69 Directors’ Approval .............................................................................................................................................. 69

1 | Canadian Western Bank- Management Proxy Circular

Glossary

Terms and abbreviations used in the Management Proxy Circular:

AIRB	Advanced Internal Ratings-Based approach for calculating regulatory capital
Bank Act	Bank Act, SC 1991, c 46 (as amended)
Bp	Basis points
Board	Board of Directors of CWB
CEO	Chief Executive Officer
CIO	Chief Information Officer
CFO	Chief Financial Officer
Chair	Chair of the Board or chair of a committee of the Board
Circular	This Management Proxy Circular
Code	CWB Financial Group Code of Conduct: Living our Values
Computershare	Computershare Trust Company of Canada, CWB’s transfer agent
CPCO	Chief People & Culture Officer
CRO	Chief Risk Officer
CWB, us, our, we	Canadian Western Bank
CWB Financial Group	CWB and its subsidiaries
CWB Wealth	Wealth management division of CWB Financial Group
DSU	Deferred Share Unit
DSU Plan	Deferred Share Unit Plan
EPS	Earnings Per Share
ERGs	Employee Represented Groups
ESG	Environmental, Social, and Governance
ESPP	Employee Share Purchase Plan
EVP	Executive Vice President
Executive Committee	Committee comprised of the President and CEO, CFO, CPCO, Group Head, CPW, Group Head, CS&SB, CRO, CIO, and EVP, Banking
Fiscal 2022	The fiscal year ended October 31, 2022
FSB	Financial Stability Board
GAAP	Generally Accepted Accounting Principles
GCR Committee	Governance and Conduct Review Committee
Group Head, CPW	Group Head, Commercial, Personal and Wealth
Group Head, CS&SB	Group Head, Client Solutions & Specialty Businesses
GRM	Group Risk Management
Group RRSP	CWB’s Group Registered Retirement Savings Plan
HR Committee	Human Resources Committee
ICD	Institute of Corporate Directors
IFRS	International Financial Reporting Standards, as issued by the International Accounting Standards Board
IFRS 9	International Financial Reporting Standards 9_Financial Instruments_
Income Tax Act	Income Tax Act, RSC 1985, c 1 (5thSupp) (as amended)
KPMG	KPMG LLP, CWB’s external auditor
LAP	Loan Adjudication Panel
Largest Canadian Banks	Bank of Montreal, Bank of Nova Scotia, Canadian Imperial Bank of Commerce, National Bank of Canada, Royal Bank of Canada, and
	Toronto-Dominion Bank
LTIP	Long-Term Incentive Program
MD&A	Management’s Discussion and Analysis
Meridian	Meridian Compensation Partners, Inc., CWB’s independent compensation consultant
NEO	Named Executive Officer
OSFI	Office of the Superintendent of Financial Institutions
Participant	CWB Financial Group employee who participates in the respective plan
PSU	Performance Share Unit
PSU Plan	Performance Share Unit Plan
RSU	Restricted Share Unit
RSU Plan	Restricted Share Unit Plan
SEDAR	System for Electronic Document Analysis and Retrieval
SEVP	Senior Executive Vice President
SIP	Share Incentive Plan
STIP	Short-Term Incentive Program
Supplemental Retirement Plan	Supplemental Retirement Arrangement for CWB senior management
SVP	Senior Vice President
TSR	Total Shareholder Return
TSX	Toronto Stock Exchange

Canadian Western Bank- Management Proxy Circular | 2

Voting and Attendance Information: Questions and Answers

Q: Why have I received this Circular?

• A: You received this Circular because you hold common shares of CWB as of the record date and have the right to vote at the annual meeting of common shareholders. This Circular details the items that will be covered and voted on at the annual meeting, along with detailed voting instructions.

• Q: Why did I receive a notice regarding the electronic availability of this Circular instead of receiving a paper copy?

• A: The notice included in your package provides details on how to access an electronic copy of this Circular and how to request a paper copy. By providing a notice instead of a paper copy of this Circular, we minimize the costs to print and mail this Circular and reduce the impact on the environment. Canadian securities laws (Notice and Access Rules) allow public companies to provide electronic access to this Circular instead of a paper copy to our registered and beneficial shareholders, provided that shareholders are given the option to request a paper copy.

• Q: Who is soliciting my proxy?

• A: The enclosed proxy form is being solicited by CWB management. It is expected that the solicitation will be primarily by mail. We will bear the costs associated with this solicitation.

• Q: What will I be voting on?

• A: You will be asked to vote on the following:

• Election of directors;

• Appointment of auditor; and

• Advisory resolution on CWB’s approach to executive compensation (“say on pay”).

• Q: When and where is the meeting being held?

• A: April 6, 2023 at 1:00 p.m. (Mountain Time). It is being held virtually by live webcast accessible at web.lumiagm.com/436151338, password “ cwb2023 ” (case sensitive) and in-person at the Fairmont Hotel Macdonald in Edmonton, Alberta. We are holding a virtual meeting in order to limit and mitigate risks to the health and safety of the shareholders and the community. Please see the annual meeting page of our website for the most up-to-date information: www.cwb.com/investor-relations/financialinformation/annual-report-and-annual-meeting.

• Q: How do I access and participate in the virtual meeting?

• A: Registered shareholders, and duly appointed proxyholders, can access the meeting as follows:

• Go to web.lumiagm.com/436151338 in a web browser on a smartphone, tablet or computer at least 30 minutes prior to the start of the meeting. The latest versions of Chrome, Safari, Microsoft Edge or Firefox will be needed. Please ensure the browser being used is compatible by logging in early. You should allow ample time to check into the virtual meeting to check compatibility and complete the related procedures.

• Select “I have a Control Number/Username” and enter your 15-digit Control Number (your Control Number is located on your form of proxy) and the password: “ cwb2023 ” (case sensitive).

Guests, including non-registered securityholders who have not duly appointed themselves as proxyholders, can also log in to the meeting. Guests can listen to the meeting but are not able to vote.

• Go to web.lumiagm.com/436151338 in a web browser on a smartphone, tablet or computer at least 30 minutes prior to the start of the meeting. The latest versions of Chrome, Safari, Microsoft Edge or Firefox will be needed. Please ensure the browser being used is compatible by logging in early. You should allow ample time to check into the virtual meeting to check compatibility and complete the related procedures.

• Select “I am a guest” and then complete the online form.

• Q: How do I ask questions at the virtual meeting?

• A: Shareholders are encouraged to submit questions in advance of the meeting by emailing CorporateSecretary@cwbank.com. Shareholders participating in the virtual meeting will have the opportunity to submit written questions to the Chair via the LUMI virtual AGM platform. Please see the annual meeting page of our website for the most up-to-date information: www.cwb.com/investor-relations/financial-information/annual-report-and-annual-meeting.

• Q: How do I appoint a proxyholder to represent me at the virtual meeting?

• A: If you wish to appoint a third-party proxyholder to represent you at the virtual meeting, you must submit your proxy or voting instruction form (as applicable) prior to registering your proxyholder. You can choose anyone to act as your proxyholder. It does not have to be the persons named in the enclosed proxy form or another shareholder. If you leave the space in the proxy form blank, the persons designated in the proxy form, who are CWB directors, will be appointed to act as your proxyholder.

Registering your proxyholder is an additional step once you have submitted your proxy or voting instruction form. Failure to register your proxyholder will result in your proxyholder not receiving a Username to participate in the meeting. To register a proxyholder, you MUST visit www.computershare.com/CanWesternBank by 1:00 p.m. (Mountain Time) on April 4, 2023 and provide Computershare with your proxyholder’s contact information so that Computershare may provide your proxyholder with a Username via email. We encourage you to vote in advance by submitting your voting instruction form or proxy (as applicable) by the applicable deadline.

3 | Canadian Western Bank- Management Proxy Circular

Q: How many shares are entitled to vote?

A: As of our record date, there were 96,229,155 fully paid and non-assessable common shares outstanding in the capital of CWB. Each common share holds one vote.

Q: Who can vote?

A: All holders of common shares at the close of business on our record date may vote their shares, unless described below under “Who cannot vote”.

Q: Who cannot vote?

• A: Shares beneficially owned by the following entities or persons cannot be voted:

• The Government of Canada or a province;

• The government of a foreign country or a political subdivision of a foreign country;

• An agency of any of those entities listed above; or

• Any person who has acquired more than 10% of any class of shares of CWB without the approval of the Minister of Finance (Canada).

In addition, if a person, or entity controlled by any such person, beneficially owns, in the aggregate, more than 20% of the eligible votes that may be cast, that person or entity may not cast any votes on the common shares.

To our knowledge, no person, directly or indirectly, owns or exercises control or direction over common shares carrying 10% or more of the votes attached to CWB’s outstanding common shares.

Q: How do I vote?

• A: How you vote depends on whether you are a registered or non-registered (beneficial) shareholder. We recommend that you vote in advance of the meeting by completing and submitting your voting information form or proxy form (as applicable) by the time indicated.

Registered Shareholders

You are a registered shareholder if you hold the common shares in your own name. If that is the case, your name appears on your physical share certificate or in a Direct Registration Statement issued by Computershare confirming your holdings.

Non-Registered (Beneficial) Shareholders

You are a non-registered shareholder if your shares are held in the name of an intermediary (which is usually a trust company, securities broker, or other financial institution) rather than in your own name.

Your intermediary will send you a voting instruction form. Carefully follow the instructions to vote your common shares.

Registered Shareholders	Non-Registered (Beneficial) Shareholders
You are a registered shareholder if you hold the common shares in your own name. If that is the case, your name appears on your physical share certificate or in a Direct Registration Statement issued by Computershare confirming your holdings.	You are a non-registered shareholder if your shares are held in the name of an intermediary (which is usually a trust company, securities broker, or other financial institution) rather than in your own name. Your intermediary will send you a voting instruction form. Carefully follow the instructions to vote your common shares.
To vote by proxy	To vote by proxy
• You may appoint someone to represent you as proxyholder and vote your shares at the meeting. • Please complete and sign the proxy form sent to you and return it in the postage- prepaid envelope provided. • You may also vote by telephone at the number provided on your proxy form, or online atwww.investorvote.com.	• You can either mark your voting instructions on the voting instruction form or you can appoint another person (called a proxyholder) to vote your common shares for you. In either case, you will need to complete and return the voting instruction form as instructed by your intermediary. • If you have any questions about the documentation required, please contact your intermediary.
To vote at the meeting	To vote at the meeting
• To vote virtually at the meeting: - Donotcomplete the proxy form or return it to us. Register with Computershare in advance of the meeting and receive a 15-digit control number. - Registered shareholders who have a 15-digit control number, along with duly appointed proxyholders who were assigned a username by Computershare will be able to vote and submit questions during the meeting. To do so, please go toweb.lumiagm.com/436151338prior to the start of the meeting to log in. Click on “I have a login” and enter your 15-digit control number or username along with the password “cwb2023”. - Once logged into the LUMI virtual AGM platform, use the voting function. You will be prompted to vote on each item of business when the Chair calls for a vote.	• To vote virtually at the meeting: - Insert your name in the space provided for appointing a proxyholder and sign and return the voting instruction form as instructed by your intermediary. - Do not complete the voting section of the voting instruction form, as you will vote at the meeting. - If no space is provided for you to insert your name on the form, please contact your intermediary for instructions. - Please register with Computershare as proxyholder in advance of the meeting. - Once logged into the LUMI virtual AGM platform, use the voting function. You will be prompted to vote on each item of business when the Chair calls for a vote.

Canadian Western Bank- Management Proxy Circular | 4

Registered Shareholders

To vote at the meeting

Non-Registered (Beneficial) Shareholders

To vote at the meeting

• To vote in person at the meeting:

• Do not complete the proxy form or return it to us. Please bring it with you to

• the meeting and register with Computershare when you arrive at the meeting.

• To vote in person at the meeting:

• Insert your name in the space provided for appointing a proxyholder and sign and return the voting instruction form as instructed by your intermediary.

• Do not complete the voting section of the voting instruction form, as you will be voting in person at the meeting.

• If no space is provided for you to insert your name on the form, please contact your intermediary for instructions.

• Please register with Computershare when you arrive at the meeting.

Changing your vote

• If you want to revoke your proxy after you have delivered it either electronically or by mail, you can do so by signing a written statement to this effect and delivering it to Monique Petrin Nicholson, Corporate Secretary, Canadian Western Bank, Suite 3000, Canadian Western Bank Place, 10303 Jasper Avenue NW, Edmonton, Alberta, T5J 3X6 on or before April 4, 2023. You may also provide your written statement to the Chair of the meeting prior to the meeting start time, or in any other manner permitted by law.

Changing your vote

• If you have returned your voting instructions to your intermediary and change your mind about your vote, or decide to attend the meeting and vote in person, contact your intermediary to discuss whether revocation is possible and, if so, the procedure to follow.

• Q: How will my shares be voted if I give my proxy?

• A: The common shares represented by your proxy will be voted or withheld from voting according to your instructions.

If you specify how you want your shares to be voted on a particular matter, your proxyholder must vote your shares accordingly. If you do not specify how you want your shares voted, your proxyholder will decide how to vote.

If you properly complete and return your proxy form or voting instruction form, but do not appoint a different proxyholder, and do not specify how you want to vote, the CWB directors designated in the proxy form as your proxyholder will vote for you as follows:

• FOR the appointment of KPMG as CWB’s auditor;

• FOR the election as directors of each of the nominees set out in the “Your Director Nominees” section in this Circular; and

• FOR the advisory resolution on CWB’s approach to executive compensation.

• Q: What if these matters are amended or if other matters are brought before the meeting?

• A: No matter is expected to come before the meeting other than the matters referred to in the notice of meeting. However, if any matter which is not now known to management (or any amendment or variation to matters identified in the notice of meeting) properly comes before the meeting, the proxies will be voted on such matters in accordance with the best judgement of the person or persons voting the proxies.

• Q: How will votes be counted?

• A: Computershare will act as the meeting’s scrutineer, and will count the proxies and tabulate the results.

• Q: Is my vote confidential?

• A: Computershare preserves the confidentiality of shareholder votes, except where:

• The Chair of the meeting is required to rule on the validity of voting instructions contained in a proxy;

• The shareholder clearly intends to communicate their position to management; or

• Necessary to comply with legal requirements.

Subject to these three exceptions, all proxies are considered confidential and will be retained by Computershare in its capacity as CWB’s transfer agent.

Q: How do I find out the voting results?

• A: The voting results will be announced at the meeting. After the meeting, a detailed report on the voting results will be posted on CWB’s website at www.cwb.com and under CWB’s profile on SEDAR at www.sedar.com.

5 | Canadian Western Bank- Management Proxy Circular

Business of the Meeting

ELECTING OUR DIRECTORS

There are 10 nominees standing for election to serve as directors until the end of our next annual meeting of shareholders. All nominated directors have been recommended by the GCR Committee and currently serve on the Board. You can find information about the nominated directors in the “Your Director Nominees” section beginning on page 8.

We have a Majority Voting Policy for the election of directors. Any nominee in an uncontested election who receives more “withheld” votes than votes in their favour is considered to not have received the support of shareholders, and is expected to immediately tender their resignation to the Board for consideration. More information about our Majority Voting Policy can be found on page 23.

The Board recommends that you vote FOR each of the director nominees listed in this Circular. Unless specified, the persons designated in the proxy form intend to vote FOR each of the nominees listed in the “Your Director Nominees” section of this Circular.

RECEIVING OUR FINANCIAL STATEMENTS AND AUDITOR’S REPORT

Our consolidated financial statements for the year ended October 31, 2022, together with the auditor’s report on those statements, will be presented at the meeting. You will find these documents in our 2022 Annual Report, which has been delivered or made available to you in accordance with securities laws, unless you acquired your shares after the mail-out. You can also find these documents on our website at www.cwb.com and under our profile on SEDAR at www.sedar.com. The financial statements have been prepared in accordance with IFRS.

APPOINTING OUR AUDITOR

The Board proposes the appointment of KPMG as our external auditor until the end of our next annual meeting of shareholders. KPMG has been our external auditor since fiscal 2008.

Approval of this resolution will require that it be passed by a majority of the votes cast by common shareholders.

The Board recommends that you vote FOR the appointment of KPMG as auditor of CWB. Unless specified, the persons designated in the proxy form intend to vote FOR the appointment of KPMG as auditor of CWB until the end of our next annual meeting of shareholders.

AUDITOR INDEPENDENCE – PRE-APPROVAL POLICIES AND PROCEDURES

As part of our corporate governance structure, the Audit Committee annually reviews and approves the terms and scope of the external auditors’ engagement. To further ensure that the auditors’ independence is not compromised, our policy requires that the Audit Committee also pre-approve all of the auditors’ significant engagements for non-audit services and monitor all other engagements.

Under our policy, the significance threshold for non-audit engagements is defined as any engagement for which the cost estimate exceeds 5% of the annual audit fee, as outlined in the auditors’ annual audit planning report. Receiver/manager services provided by the auditors to borrowers of CWB are not included in the definition of nonaudit services under our policy but are reviewed by the Audit Committee on an annual basis.

All non-audit service engagements, regardless of the cost estimate, are required to be approved by CWB’s CFO, or designate, to further ensure that adherence to this policy is monitored. All non-audit service engagements are reported to the Audit Committee on a quarterly basis.

AUDITOR SERVICE FEES

The fees paid to KPMG by CWB Financial Group, by category, during fiscal 2022 and 2021 follow:

	Year Ended	Year Ended
	October 31, 2022 ($)	October 31, 2021 ($)
Audit fees	1,993,369	1,743,126
Audit-related fees	149,450	164,385
Tax-related fees	86,897	10,555
All other fees	15,750	11,250
Total fees	2,245,466	1,929,316

Canadian Western Bank- Management Proxy Circular | 6

AUDIT FEES

Audit fees are paid for professional services rendered for the audit of our annual financial statements and the audit of our subsidiaries, audits of the financial statements of investment funds managed by the CWB Financial Group, for services provided in connection with statutory and regulatory filings, for services and regulatory filings related to prospectuses and other offering documents, the review of our interim financial statements, and the Service Organization Controls 1 audit for CWB Trust Services.

AUDIT-RELATED FEES

Audit-related fees are paid for assurance and related services that are reasonably related to the performance of the audit or review of the financial statements and are not reported under the audit fees item above, including fees for French translation of our interim and annual financial statements, and prospectuses and other offering documents.

TAX-RELATED FEES

Tax-related fees are paid for professional services relating to tax planning, advisory and compliance services. Tax compliance services include the review of corporate tax returns. Tax planning and advisory services include advice related to common forms of taxation, including income tax, capital tax, and goods and services tax (GST). Taxrelated fees were higher in 2022 due to support in resolving a GST audit.

ALL OTHER FEES

All other fees were paid for services other than the audit fees, audit-related fees and tax-related fees described above. In both 2021 and 2022, all other fees also included ESG related support.

VOTING ON OUR APPROACH TO EXECUTIVE COMPENSATION (“SAY ON PAY”)

The Board believes that shareholders should have the opportunity to have a say on our approach to executive compensation. We offer you the opportunity to cast your advisory vote regarding our approach to executive compensation (your “say on pay”). Your vote on the advisory resolution is an important indication of your understanding and support of our approach to executive compensation, and we are committed to responding to shareholder feedback.

Our executive compensation program is designed to align our executives’ interests with our shareholders’ long-term interests. To this end, the program centres on pay for performance, is based on market practice, and follows strong governance and risk management principles. We encourage you to read the “Executive Compensation and Related Information” section of this Circular beginning on page 33. That section describes our approach to executive compensation, including our objectives, philosophy, and guiding principles. Furthermore, the Board encourages shareholders with specific concerns about executive compensation to contact the Board directly by writing to the Chair of the Board, Canadian Western Bank, Suite 3000, Canadian Western Bank Place, 10303 Jasper Avenue NW, Edmonton, Alberta, T5J 3X6, or by email at ChairoftheBoard@cwbank.com.

We ask you to vote on the way we compensate our executives by voting for or against the following resolution:

“RESOLVED on an advisory basis, and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in Canadian Western Bank’s Management Proxy Circular delivered in advance of the 2023 annual meeting of common shareholders.”

Approval of this resolution will require that it be passed by a majority of the votes cast by common shareholders. While this vote is non-binding, the Board and the HR Committee will consider the results as part of their ongoing review of our executive compensation program.

The Board recommends that you vote FOR the advisory resolution on our approach to executive compensation. Unless specified, the persons designated in the proxy form intend to vote FOR the advisory resolution on our approach to executive compensation.

7 | Canadian Western Bank- Management Proxy Circular

Director Information

YOUR DIRECTOR NOMINEES

The GCR Committee recommends the individuals below for election as directors of CWB, to hold office until the end of our next annual shareholders’ meeting. All of the nominated individuals are currently CWB directors and were elected at the last annual shareholders’ meeting on April 7, 2022. Christopher H. Fowler, our President and CEO, is the only non-independent director nominee, as the Bank Act requires that the CEO be a member of CWB’s Board. The director biographies below provide detailed information about each nominee, including their age (at the date of the annual meeting), education, expertise, other public company board memberships, committee memberships, meeting attendance, equity ownership, and voting results from last year’s director election. The value of common shares, DSUs for independent directors, and RSUs and PSUs for Mr. Fowler, are valued at the closing price of the common shares on the TSX on January 31, 2023 for 2023 ($28.12) and January 31, 2022 for 2022 ($38.63).

==> picture [75 x 90] intentionally omitted <==

ANDREW J. BIBBY	Board/Committee Membership	Attendance (100% Overall)
Vancouver, British Columbia, Canada	Board of Directors HR Committee	7 of 7 5 of 5
Age: 65	Risk Committee	6 of 6
Director Since: 2012	Total	18 of 18
Independent
Results of 2022 vote: 99.1%for

Mr. Bibby is a Corporate Director. He was previously the CEO of Grosvenor Americas Partners, a property investment and development partnership. Mr. Bibby currently serves on the board of UBC Properties Trust. Mr. Bibby received a Bachelor of Commerce from the University of British Columbia, a Master of Philosophy from Oxford University, and completed the Advanced Management Program at Harvard Business School.

Other Public Company Directorships During the Last Five Years Role on Current Other Boards and Committees

Equity Ownership

			Total Common	Total Value of Common	Total Amount at Risk as a Multiple	Total Amount at Risk as a Multiple
Year	Common Shares	DSUs	Shares and DSUs	Shares and DSUs ($)	of Equity Requirement ($570,000)	of Annual Retainer
2023	12,153	21,853	34,006	956,249	1.7	5.5
2022	11,622	18,137	29,759	1,149,590	2.0	6.6

==> picture [76 x 91] intentionally omitted <==

MARIE Y. DELORME	Board/Committee Membership	Attendance (100% Overall)
	Board of Directors	7 of 7
Calgary, Alberta, Canada	Audit Committee	6 of 6
Age: 67	HR Committee	5 of 5
Director Since: 2021	Total	18 of 18
Independent
Results of 2022 vote: 99.7%for

Dr. Delorme is CEO of The Imagination Group of Companies. She has extensive experience as a director of numerous private companies and charitable organizations including The Donner Canadian Foundation, The Canadian Centre to End Human Trafficking, The National Indigenous Economic Development Board, Queen’s University, Mount Royal University, and the RCMP Foundation. Dr. Delorme holds a Bachelor of Science degree, a Master of Business Administration from Queen’s University, and both a PhD and an Honorary Doctor of Laws from the University of Calgary. She is a Member of the Order of Canada and is the recipient of multiple awards including Inspire Business and Commerce, Canada’s Most Powerful Women: Top 100, Alberta Centennial Medal, University of Calgary Dr. Douglas Cardinal Award, Alberta Chamber of Commerce Business Award of Distinction, Calgary Chamber of Commerce Salute to Excellence Award, Métis Nation Entrepreneurial Leadership Award, and the Canadian Council for Aboriginal Business Award for Excellence in Aboriginal Relations.

Other Public Company Directorships During the Last Five Years

Role on Current Other Boards and Committees

Premium	Brands Holdings Corporation (2021 – Present)	Brands Holdings Corporation (2021 – Present)	Brands Holdings Corporation (2021 – Present)	Compensation	and Human Resources Committee
Equity Ownership(1)
			Total Common	Total Value of Common	Total Amount at Risk as a Multiple	Total Amount at Risk as a Multiple
Year	Common Shares	DSUs	Shares and DSUs	Shares and DSUs ($)	of Equity Requirement ($570,000)	of Annual Retainer
2023	1,735	9,423	11,158	313,763	0.6	1.8
2022	-	2,844	2,844	109,864	0.2	0.6

(1) Dr. Delorme was appointed to the Board on April 1, 2021 and has until April 1, 2024 to comply with the minimum equity requirement.

Canadian Western Bank- Management Proxy Circular | 8

==> picture [75 x 91] intentionally omitted <==

MARIA FILIPPELLI, FCPA, FCA Board/Committee Membership Attendance (100% Overall) Board of Directors 7 of 7 Toronto, Ontario, Canada Audit Committee 6 of 6 Age: 56 GCR Committee 4 of 4 Director Since: 2020 Total 17 of 17

Independent

Results of 2022 vote: 99.4% for

Ms. Filippelli is a Corporate Director with extensive experience in financial services. She served as Vice-Chair and Managing Partner of Deloitte Canada and was a member of Deloitte’s Leadership Team, Clients and Industries Management Committee and Risk Executive. Previously, she served on the Global Executive of Lloyds Banking Group as the Group Audit Director based in London, England. Prior to that, she spent more than two decades with KPMG Canada in progressive roles, including as Partner and National Industry Leader, Financial Services. Ms. Filippelli is a Chartered Professional Accountant. She holds a Bachelor of Business Management from Ryerson University and is a Fellow of the Chartered Professional Accountants of Ontario. Ms. Filippelli is an executive advisor on strategic, governance and regulatory matters and a member of the Dean’s Council at the Ted Rogers School of Management at Ryerson University.

Other Public Company Directorships During the Last Five Years

Role on Current Other Boards and Committees

Ontario Power Generation Inc. (2021 – Present)[ (1)] Audit and Risk Committee Generation Oversight Committee Human Resources and Governance Committee

Equity Ownership[(2)]

			Total Common	Total Value of Common	Total Amount at Risk as a Multiple	Total Amount at Risk as a
Year	Common Shares	DSUs	Shares and DSUs	Shares and DSUs ($)	of Equity Requirement ($570,000)	Multiple of Annual Retainer
2023	7,500	13,308	20,808	585,121	1.0	3.3
2022	-	6,560	6,560	253,413	0.4	1.4

(1) Reporting issuer but not listed on a stock exchange.

(2) Ms. Filippelli was appointed to the Board on August 1, 2020 and has until August 1, 2023 to comply with the minimum equity requirement.

==> picture [73 x 91] intentionally omitted <==

CHRISTOPHER H. FOWLER	Board/Committee Membership	Attendance (100% Overall)
Edmonton, Alberta, Canada	Board of Directors	7 of 7
Age: 63	Total	7 of 7
Director Since: 2013
Non-Independent
Results of 2022 vote: 98.8%for

Mr. Fowler is the President and CEO of CWB. He joined CWB in 1991 and was appointed President and CEO in 2013. Mr. Fowler currently serves on the board of the University Hospital Foundation, as well as on the Business Council of Alberta. He is a member of the Sustainable Finance Action Council, Business Council of Canada, Alberta’s Economic Recovery Council, and the University of Alberta Business Advisory Council. In 2022, Mr. Fowler was inducted into the Junior Achievement Northern Alberta Business Hall of Fame. Mr. Fowler received a Bachelor of Arts (Economics) and a Master of Arts (Economics) from the University of British Columbia.

Other	Public Company Directorships During the	Public Company Directorships During the	Last Five Years	Role on Current Other	Boards and Committees
-				-
Equity	Ownership
			Total Common Shares,	Total Value of Common
Year	Common Shares	RSUs and PSUs	RSUs and PSUs	Shares, RSUs and PSUs ($)
2023	162,717	113,408	276,125	7,764,635	For further disclosure relating to the value of Mr. Fowler’s
2022	153,059	86,164	239,223	9,241,184	shareholdings, refer to the tables on pages 38 and 55.

9 | Canadian Western Bank- Management Proxy Circular

==> picture [76 x 91] intentionally omitted <==

LINDA M. O. HOHOL

LINDA M. O. HOHOL Board/Committee Membership Attendance (100% Overall) Calgary, Alberta, Canada Board of Directors 7 of 7 Age: 71 HR Committee (Chair) 5 of 5 Director Since: 2011 Risk Committee 6 of 6 Independent Total 18 of 18 Results of 2022 vote: 98.5% for

Ms. Hohol is a Corporate Director. She was previously President of TSX Venture Exchange Inc. at the TMX Group Inc. Prior to that, she held the roles of EVP, Wealth Management and SVP, Alberta and NWT at Canadian Imperial Bank of Commerce. In addition to the public company directorship set out below, Ms. Hohol has served on many boards, including ATB Financial, the Calgary Airport Authority, EllisDon Construction Ltd. and Export Development Canada. She is the Chair of the National Board of the ICD. Ms. Hohol is a graduate of the Executive Development Program of the Kellogg Business School and a Fellow of the Institute of Canadian Bankers.

Other Public Company Directorships During the Last Five Years

Role on Current Other Boards and Committees

NAV CANADA (2012 – 2023)(1)	NAV CANADA (2012 – 2023)(1)			-
Equity	Ownership
			Total Common	Total Value of Common	Total Amount at Risk as a Multiple	Total Amount at Risk as a Multiple of
Year	Common Shares	DSUs	Shares and DSUs	Shares and DSUs ($)	of Equity Requirement ($570,000)	Annual Retainer
2023	9,490	24,762	34,252	963,166	1.7	5.5
2022	9,490	20,918	30,408	1,174,661	2.1	6.7

(1) Reporting issuer but not listed on a stock exchange.

==> picture [75 x 90] intentionally omitted <==

E. GAY MITCHELL

E. GAY MITCHELL Board/Committee Membership Attendance (100% Overall) Board of Directors 7 of 7 Toronto, Ontario, Canada GCR Committee 4 of 4 Age: 66 Risk Committee 6 of 6 Director Since: 2019 Total 17 of 17 Independent Results of 2022 vote: 99.5% for

Ms. Mitchell is a Corporate Director. She was previously Deputy Chair of RBC Wealth Management. Ms. Mitchell currently serves on the boards of private companies and organizations. Ms. Mitchell received a Bachelor of Arts from Queen’s University and a Master of Business Administration from the University of Alberta. She is also a Fellow of the Institute of Canadian Bankers and holds the ICD.D designation from the ICD.

Other Public Company Directorships During the Last Five Years

Role on Current Other Boards and Committees

-				-
Equity	Ownership
			Total Common	Total Value of Common	Total Amount at Risk as a Multiple	Total Amount at Risk as a Multiple of
Year	Common Shares	DSUs	Shares and DSUs	Shares and DSUs ($)	of Equity Requirement ($570,000)	Annual Retainer
2023	25,350	16,150	41,500	1,166,980	2.0	6.7
2022	25,350	12,637	37,987	1,467,438	2.6	8.4

Canadian Western Bank- Management Proxy Circular | 10

==> picture [75 x 91] intentionally omitted <==

SARAH A. MORGAN-SILVESTER, O.B.C. Board/Committee Membership[(1)] Attendance (100% Overall) Board of Directors (Chair) 7 of 7 Vancouver, British Columbia, Canada Audit Committee 4 of 4 Age: 63 GCR Committee 4 of 4 Director Since: 2014 HR Committee 2 of 2 Independent Risk Committee 6 of 6 Total 23 of 23 Results of 2022 vote: 99.6% for

Ms. Morgan-Silvester is a Corporate Director. She has a background in financial services and was previously EVP, Personal Financial Services and Wealth Management of HSBC Bank Canada, and President and CEO of HSBC Trust Company (Canada). She currently serves on a number of boards including as Board Chair of Grosvenor Americas Partners. She served in the past as Chancellor of the University of British Columbia, Chair of Vancouver Fraser Port Authority, Chair of BC Women’s Hospital and Health Centre Foundation, and as director of private companies and other organizations. Ms. Morgan-Silvester received a Bachelor of Commerce (Hons) from the University of British Columbia and is a Fellow of the Institute of Canadian Bankers. She also holds a Human Resources and Compensation Committee designation from the Directors College. Ms. Morgan-Silvester has been appointed to the Order of British Columbia and is the recipient of multiple awards including, the Queen Elizabeth II Diamond Jubilee Medal, Association of Women in Finance Lifetime Achievement Award, Influential Women in Business Lifetime Achievement Award, and WXN’s Canada’s Most Powerful Women: Top 100 award.

Other Public Company Directorships During the Last Five Years

Role on Current Other Boards and Committees

British Columbia Ferry Services Inc. (2016 – Present)[[(2)]]

British Columbia Ferry Services Inc. (2016 – Present)[[(2)]] Audit and Finance Committee (Chair) Capital Projects Committee NAV CANADA (2023 – Present)[(2)] Audit & Finance Committee Human Resources & Compensation Committee Pension Committee

Equity Ownership

			Total Common	Total Value of Common	Total Amount at Risk as a Multiple	Total Amount at Risk as a Multiple of
Year	Common Shares	DSUs	Shares and DSUs	Shares and DSUs ($)	of Equity Requirement ($570,000)	Annual Retainer
2023	11,650	35,267	46,917	1,319,306	2.3	7.5
2022	11,650	27,900	39,550	1,527,817	2.7	8.7

(1) Effective April 7, 2022, Ms. Morgan-Silvester joined the Audit Committee and HR Committee. As Chair of the Board, Ms. Morgan-Silvester serves as a member of all Board committees.

(2) Reporting issuer but not listed on a stock exchange.

==> picture [76 x 91] intentionally omitted <==

MARGARET J. MULLIGAN, FCPA, FCA	Board/Committee Membership	Attendance (84% Overall)
	Board of Directors	6 of 7
Oakville, Ontario, Canada	Audit Committee	5 of 6
Age: 64	Risk Committee	5 of 6
Director Since: 2017	Total	16 of 19
Independent
Results of 2022 vote: 99.8%for

Ms. Mulligan is a Corporate Director. She was previously the EVP and CFO of Valeant Pharmaceuticals International Inc. (formerly Biovail Corporation), EVP, CFO and Treasurer of Linamar Corporation, and the EVP, Systems and Operations of Bank of Nova Scotia. She is also a past Governor of the University of Waterloo and Trustee of the Ontario Science Centre. Ms. Mulligan is a Chartered Professional Accountant. She received a Bachelor of Mathematics (Hons) from the University of Waterloo and is a Fellow of the Chartered Professional Accountants of Ontario.

Other Public Company Directorships During the Last Five Years

Role on Current Other Boards and Committees

New Gold Inc. (2018 – Present)			Audit Committee	Audit Committee
			Human Resources and Compensation Committee (Chair)
Ontario Power Generation Inc.	(2005 – 2019)		-
ClearStream Energy Services Inc. (2014 – 2018)			-
Capital Power Corporation (2012 – 2016)			-
Equity Ownership
		Total Common	Total Value of Common	Total Amount at Risk as a Multiple	Total Amount at Risk as a Multiple of
Year Common Shares	DSUs	Shares and DSUs	Shares and DSUs ($)	of Equity Requirement ($570,000)	Annual Retainer
2023 9,000	32,897	41,897	1,178,144	2.1	6.7
2022 9,000	24,780	33,780	1,304,921	2.3	7.5

11 | Canadian Western Bank- Management Proxy Circular

==> picture [76 x 91] intentionally omitted <==

IRFHAN A. RAWJI[(1)] Board/Committee Membership Attendance (100% Overall) Board of Directors 7 of 7 Calgary, Alberta, Canada HR Committee 5 of 5 Age: 44 Risk Committee 6 of 6 Director Since: 2021 Total 18 of 18 Independent

Results of 2022 vote: 99.8% for

Mr. Rawji is Managing Partner at Relay Ventures, an early stage venture capital firm. He is also the founder and Executive Chair of MobSquad, an innovative Canadian startup that ensures high caliber software engineers with US work visa challenges remain working with their current company, but near-shored from Canada. He is a director of several private companies and organizations including PBA Land & Developments, Alate Partners Inc., CIFAR, and the Aga Khan Museum. Mr. Rawji received a Master of Business Administration with High Honors from Harvard Business School and a Bachelor of Commerce with Honours from the University of British Columbia. He is a recipient of the Queen Elizabeth II Diamond Jubilee Medal, Queen Elizabeth II Platinum Jubilee Medal, Heart & Stroke Foundation’s Award of Merit, Sauder School of Business’ Teaching Excellence Award, Business for the Arts’ Arnold Edinborough Award, and was recognized as a member of Canada’s Top 40 Under 40 (2017) by The Caldwell Partners International Inc.

Other Public Company Directorships During the Last Five Years

Role on Current Other Boards and Committees

-				-
Equity	Ownership
			Total Common	Total Value of Common	Total Amount at Risk as a Multiple	Total Amount at Risk as a Multiple
Year	Common Shares	DSUs	Shares and DSUs	Shares and DSUs ($)	of Equity Requirement ($570,000)	of Annual Retainer
2023	29,348	9,423	38,771	1,090,241	1.9	6.2
2022	20,408	2,844	23,086	891,812	1.6	5.1

(1) Mr. Rawji was a director and Board Chair of Carrot Insights Inc. when it filed a notice of intention to make a proposal under the Bankruptcy and Insolvency Act (Canada) on July 11, 2019.

==> picture [75 x 91] intentionally omitted <==

IAN M. REID	Board/Committee Membership	Attenda
	Board of Directors	7 of 7
Edmonton, Alberta, Canada	Audit Committee	6 of 6
Age: 67	GCR Committee (Chair)	4 of 4
Director Since: 2011	Total	17 of 17
Independent
Results of 2022 vote: 95.6%for

Attendance (100% Overall)

Mr. Reid is a Corporate Director. He retired from Finning International Inc. in 2008 after a 30-year career, which included 11 years as President of Finning (Canada) Ltd. In addition to the public company directorships set out below, Mr. Reid serves on the Board of Directors of Fountain Tire Ltd., a privately held corporation owned in partnership with Goodyear Canada, as well as on the Board of Directors of Associated Engineering. He served as the Chair of the Board of Governors of the Northern Alberta Institute of Technology from 2003 until 2007, and has been a member of numerous other community and industry associations. Mr. Reid received a Bachelor of Commerce from the University of Saskatchewan and is a graduate of the Advanced Management Program at Harvard Business School.

Other Public Company Directorships During the Last Five Years

Role on Current Other Boards and Committees

OceanaGold	Corporation (2018	– Present)		Governance and Nominations Committee	Governance and Nominations Committee
				Sustainability	Committee (Chair)
				Technical Committee
Stuart Olson Inc. (2007 – 2020)				-
Equity Ownership
			Total Common	Total Value of Common	Total Amount at Risk as a Multiple	Total Amount at Risk as a Multiple of
Year	Common Shares	DSUs	Shares and DSUs	Shares and DSUs ($)	of Equity Requirement ($570,000)	Annual Retainer
2023	13,337	38,762	52,099	1,465,024	2.6	8.4
2022	11,672	33,599	45,271	1,748,819	3.1	10.0

Canadian Western Bank- Management Proxy Circular | 12

ATTENDANCE

Four regularly scheduled quarterly Board meetings and three special Board meetings were held, and each Board committee met at least four times during the 2022 fiscal year. Directors are expected to attend our annual shareholders’ meeting as well as all Board meetings and meetings of committees on which they serve. Directors are invited to and often attend meetings of committees they do not serve on, and may contribute at such meetings as guests.

The following table sets out the directors’ attendance at the Board meetings and committee meetings held during fiscal 2022. This table includes the attendance of Mr. Manning who will retire on April 6, 2023, and excludes Mr. Phillips and Mr. Riley, who retired on April 7, 2022.

	Board (7 meetings) Audit Committee (6 meetings)(1) GCR Committee (4 meetings) HR Committee (5 meetings) Risk Committee (6 meetings)(1) LAP(2) (16 meetings)
	# % # % # % # % # % #
Andrew J. Bibby	7 100 - - - - 5 100 6 100 13
Marie Y. Delorme	7 100 6 100 - - 5 100 - - -
Maria Filippelli	7 100 6 100 4 100 - - - - 4
Christopher H. Fowler	7 100 - - - - - - - - -
Linda M.O. Hohol	7 100 - - - - 5 100 6 100 4
Robert A. Manning	7 100 6 100 - - 5 100 - - -
E. Gay Mitchell	7 100 - - 4 100 - - 6 100 4
Sarah A. Morgan-Silvester(3)	7 100 4/4 100 4 100 2/2 100 6 100 6
Margaret J. Mulligan	6 86 5 83 - - - - 5 83 -
Irfhan A. Rawji	7 100 - - - - 5 100 6 100 14
Ian M. Reid	7 100 6 100 4 100 - - - - 7
Totals/Average	76/77 99 33/34 97 16/16 100 27/27 100 35/36 97 -

(1) The Audit and Rick Committees each held four regulatory scheduled meetings and met twice jointly.

(2) LAP meetings are held from time to time throughout the year for the purpose of adjudicating credit applications that exceed management authority. The directors who participate in any LAP meeting varies. See page 21 for further information on the LAP. (3) Effective April 7, 2022, Ms. Morgan-Silvester joined the Audit Committee and HR Committee. As Chair of the Board, Ms. Morgan-Silvester serves as a member of all Board committees.

13 | Canadian Western Bank- Management Proxy Circular

DIRECTOR SKILLS AND EXPERIENCE

A board of directors is most effective when it can draw from a variety of diverse skills, backgrounds, and experiences. The following tables outline the diversity of experience and expertise of the director nominees, as provided by each director nominee. As discussed under the heading “Nomination of Directors, Board Composition and Board Renewal” below, the GCR Committee uses this table to analyze the skills and experience of the Board as a whole when considering new director candidates.

	Andrew J. Bibby	Marie Y. Delorme	Maria Filippelli	Christopher H. Fowler	Linda M.O. Hohol	E. Gay Mitchell	Sarah A. Morgan-Silvester	Margaret J. Mulligan	Irfhan A. Rawji	Ian M. Reid
OTHER BOARD EXPERIENCE
OTHER BOARD EXPERIENCE: Served as a board member of a public, private or non-profit entity.	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
CORE & STRATEGIC AREAS
EXECUTIVE LEADERSHIP: Experience as a senior executive of a publicly listed company or other large organization.	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
PUBLIC COMPANY: Experience includes five or more years of executive leadership experience at a publicly listed company.			✓	✓	✓	✓	✓	✓		✓
STRATEGIC PLANNING: Experience overseeing, developing, and implementing the strategic direction of a large and complex organization.	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
INFORMATION TECHNOLOGY AND CYBER SECURITY: Understanding and experience with the needs
of a large and complex organization in the areas of data management, information technology, and		✓	✓	✓	✓	✓	✓	✓	✓	✓
information security, including cyber security.
RISK MANAGEMENT: Understanding and experience in identifying, assessing, and managing financial and non-financial risks.	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
BUSINESS TRANSFORMATION: Understanding and experience in implementing significant
organizational changes, including knowledge of strategic and value-informed focus, sustainable and scalable change, project and change management, efficiency and process improvement, creating a	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
learning and innovation culture, and execution discipline.
FINTECH: Understanding and experience in Fintech, such as experience as a senior executive or
director of a Fintech company, or as a senior executive or director elsewhere with role responsibility		✓	✓	✓				✓	✓
for developing Fintech innovation or significant partnerships with Fintech companies.
RETAIL: Understanding and experience in the retail industry, with a large organization with a
primary focus on offering products and/or services to consumers. Understanding and experience in the development, oversight, and delivery of relationship-intensive, high-trust client experiences;	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
marketing and public relations; and/or customer service.
FINANCE & FINANCIAL SERVICES
ACCOUNTING AND FINANCE: Understanding and experience in financial accounting, reporting, and
corporate finance. Familiarity with internal financial controls and International Financial Reporting Standards. Ability to critically assess financial performance, financial risk and contribute to strategic	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
financial planning. Ability to link financial information to organizational priorities and goals.
DESIGNATION: Chartered Professional Accountant designation.			✓					✓
FINANCIAL SERVICES INDUSTRY: Oversight, advisory or operational experience (other than serving as a director of CWB) in the financial services industry or financial regulation.			✓	✓	✓	✓	✓	✓		✓
OTHER KNOWLEDGE & EXPERIENCE
INVESTMENT BANKING/MERGERS AND ACQUISITIONS: Understanding and experience with investment banking or mergers and acquisitions.			✓	✓	✓	✓	✓	✓	✓	✓
LEGAL: Experience as a lawyer, either in private practice or in-house with a publicly listed company
or other large organization, including experience advising organizations operating in a highly
complex regulatory environment.
ESG/SUSTAINABILITY MATTERS: Understanding and experience in sustainability matters,
environmental issues and climate risk, social issues and/or corporate governance principles and	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
practices.
HUMAN RESOURCES: Understanding and experience in the principles and practices relating to
human resources, including compensation plan design, administration, and decision-making; leadership development and talent management; succession planning; employee experience; and	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
inclusion and diversity considerations.
GOVERNMENT RELATIONS/PUBLIC POLICY: Experience in the workings of government, public policy,
the development and delivery of regulatory regimes, and government oversight and management	✓	✓	✓	✓	✓	✓	✓	✓	✓	✓
of major regulators.
SHAREHOLDER ENGAGEMENT: Understanding and experience with shareholder engagement in a
public company context, including knowledge of capital markets, investor relations, disclosure rules,		✓	✓	✓	✓	✓	✓	✓	✓	✓
and building valuable and effective dialogue with shareholders.

Canadian Western Bank- Management Proxy Circular | 14

NOMINATION OF DIRECTORS, BOARD COMPOSITION AND BOARD RENEWAL

The GCR Committee is our Nominating Committee and is responsible for identifying new director candidates for consideration.

Our objective is for our Board to have a sufficient and diverse range of skills, expertise, and experience to ensure its responsibilities are carried out effectively. The GCR Committee annually reviews the size, composition and diversity of the Board and Board committees. The GCR Committee uses an expertise and skills matrix similar to the Director Skills and Experience table set out on page 14 to:

1. Assess the competencies and diversity of current directors;

2. Identify desirable skill sets to look for in new director candidates; and

3. Consider whether the Board’s skills and experience need to be strengthened in any areas.

As part of the Board’s renewal process, the GCR Committee regularly analyzes these factors when considering whether the Board has the appropriate Board composition and recommending potential nominees for consideration.

The GCR Committee does not maintain a standing list of competencies, such as skills, expertise and experience, expected from new directors, since such competencies sought from director candidates will vary as the composition of the Board and its committees evolves over time. Similarly, the GCR Committee does not maintain an evergreen list, but may retain a third party recruitment and consulting firm from time to time to identify director candidates.

Once it is determined that adding a director to the Board is desirable, the GCR Committee seeks out suitable candidates and assesses each potential candidate's skills, expertise, and experience against the needs of the Board and its committees, and the current complement of directors. The GCR Committee will also take into account such matters as a candidate's integrity, geographic location, and diversity criteria such as race, ethnicity, age, gender identity, sexual orientation, and abilities. Background checks are completed on all new director nominees.

DIRECTOR COMPENSATION

COMPENSATION GOVERNANCE

The GCR Committee is responsible for reviewing director compensation and recommending to the Board the amount and structure of director compensation. Our director compensation program is designed to attract and retain qualified individuals to act as directors of CWB, and to compensate these individuals appropriately for their time and effort in overseeing the effective governance, management and operation of CWB. It is also designed to align with shareholder interests and to reflect market terms and best practices.

Mr. Fowler does not receive any fees for acting as a director because he is compensated in his role as President and CEO of CWB. Other than Mr. Fowler, directors are not eligible to participate in the ESPP, PSU Plan, RSU Plan, or SIP.

The GCR Committee has the authority to retain consultants, including a compensation consultant or advisor, as the committee may determine necessary or advisable to carry out its responsibilities.

The GCR Committee reviews director compensation on an annual basis to ensure that director compensation meets the objectives set out above. The GCR Committee benchmarks our director compensation levels against two market data references: the comparator peer group used to evaluate executive compensation described on page 41; and the Largest Canadian Banks. The Largest Canadian Banks are considered a relevant peer group for our director compensation, as these financial institutions all utilize the AIRB, model-enabled approach for capital and risk management. We have been developing the capability to become an AIRB bank for several years. As a result, the time and effort to exercise effective director oversight of a model-enabled financial institution has increased significantly as part of the required organizational evolution to support an AIRB transition.

Director compensation will generally be positioned as a consistent percentage of the median director compensation value at the Largest Canadian Banks, taking differences in company size and breadth of business lines into account. The GCR Committee also considers the risks, responsibilities, workload, time commitment, and the skills required of the Board in light of the evolving complexity of our business and increased regulatory oversight and scrutiny.

In 2022, management, with assistance from Meridian, reviewed benchmark compensation data related to director compensation, and potential changes to the compensation program for directors. Based on the benchmarking process described above, the Board approved certain changes to director compensation and the GCR Committee approved changes to director equity requirements, with changes to take effect on May 1, 2023, as outlined below. We believe that these changes are reflective of the increased responsibilities, workload, and time commitment required of CWB’s directors, given the increased complexity of CWB’s operations as a result of our extensive business and strategic transformation. The last material changes to director compensation and the compensation program for directors occurred in fiscal 2019.

CHANGES TO DIRECTOR AND COMMITTEE MEMBER COMPENSATION, EFFECTIVE MAY 1, 2023

The Board has approved the following changes to director compensation:

1. An increase to the annual retainer for the directors to $190,000 from $175,000.

2. An increase to the annual retainer for the Chair of the Board to $365,000 from $350,000. This increase reflects the same $15,000 increase in total compensation received by the other directors.

3. An increase to the annual retainers for the Chairs of the Audit and Risk Committee to $40,000 from $35,000.

4. An increase to the annual retainer for the Chair of the HR Committee to $30,000 from $25,000.

5. An increase to the annual retainer for the Chair of the GCR Committee to $30,000 from $20,000.

6. An increase to the annual retainer for the Chair of the LAP to $11,000 from $10,000.

7. An increase to the additional compensation for a director serving on both the Audit and Risk Committees to $16,500 from $15,000.

8. An increase to the meeting attendance fee for the LAP to $1,650 from $1,500.

15 | Canadian Western Bank- Management Proxy Circular

1. An increase to the minimum portion of the annual director retainer and annual Chair retainer that must be taken in DSUs to 50% of the annual director retainer and 50% of the annual Chair retainer, respectively, from $80,000. Directors may choose to receive all or a portion of any cash compensation in the form of DSUs.

The Board has also approved, effective May 1, 2023, an increase in the minimum equity requirement for directors and for the Chair of the Board to $665,000 and $1,000,000, respectively, from $570,000, including the addition of a minimum shareholding requirement of 1,000 common shares of CWB.

These changes are further described in the following sections.

RETAINERS AND FEES

The Board believes in a simple, transparent, and easy to administer director compensation structure. We compensate directors on an annual flat fee basis to cover all aspects of their workload and responsibilities as directors of CWB. Directors provide services outside of Board meetings, including engaging with management, regulators, investors, external advisors, and other third parties (such as proxy advisory firms). They also review significant volumes of materials and are required to be available to advise management, engage with shareholders, and consider corporate opportunities. The flat fee structure better reflects these ongoing responsibilities. Meeting attendance fees apply for the LAP because the workload and number of meetings may vary significantly from year to year. Directors are reimbursed for travel and other expenses when they attend meetings or conduct business on behalf of CWB Financial Group.

All directors are expected to serve on two committees (including one of either the Audit or Risk Committees) as part of their Board service and in exchange for their Board retainer. Any director serving on both the Audit and Risk Committees (other than the Chair of the Board) currently receives an additional $15,000 cash retainer in recognition of the significant workloads associated with each of those committees. Director compensation is paid after each quarter in arrears. The table below sets out our current director compensation structure for fiscal 2022 as well as the director compensation structure that the Board has approved to take effect May 1, 2023.

RETAINERS (annual)	2022 ($)	2023(1) ($)
Director Retainer
Chair of the Board	350,000	365,000
Director	175,000	190,000
Committee Chair Retainers
Audit Committee, Risk Committee	35,000	40,000
HR Committee	25,000	30,000
GCR Committee	20,000	30,000
LAP	10,000	11,000
Committee Member Retainers
Audit Committee, Risk Committee	None	None
HR Committee	None	None
GCR Committee	None	None
Additional Retainer for director serving on both Audit and Risk Committees	15,000	16,500
Meeting Attendance Fee
LAP	1,500	1,650

(1) Effective May 1, 2023.

DEFERRED SHARE UNIT PLAN

The DSU Plan promotes a greater alignment of long-term interests between our directors and shareholders by linking a portion of annual director compensation to the future value of CWB common shares.

DSUs are only redeemable once a director ceases to serve as a director and are paid out in cash within 15 days of the redemption date(s) chosen by the former director, not later than December 14 of the calendar year, following the year in which they cease to be a director. The value of a DSU at the time of grant and at the time of redemption is equal to the average daily volume weighted trading price of a CWB common share on the applicable date and the four consecutive trading days immediately prior to that date. DSUs earn notional dividends at the same rate that dividends are paid on CWB's common shares. Notional DSU dividends are reinvested into additional DSUs.

DSUs are issued after each quarter in arrears. DSUs are fully vested when issued and are counted as common shares (on a one-for-one basis) for determining whether a director has met the minimum director equity requirement.

CURRENT

Under the current director compensation structure, each director and the Chair of the Board must receive a minimum of $80,000 of their annual director retainer in the form of DSUs, and may elect to receive all or part of any cash remuneration (excluding LAP Chair and meeting fees) in the form of DSUs.

EFFECTIVE MAY 1, 2023

Beginning May 1, 2023, each director must receive a minimum of 50% of their annual director retainer in the form of DSUs, and the Chair of the board must receive a minimum of 50% of her annual Chair retainer in the form of DSUs. Directors may elect to receive all or part of any cash remuneration (including LAP Chair and meeting fees) in the form of DSUs.

Canadian Western Bank- Management Proxy Circular | 16

	Fiscal 2022 Total DSUs held as of October 31, 2022 Market or payout value of all vested DSUs not paid out or distributed(2) ($) Number of DSUs vested for Fiscal 2022(1) Market value(2) ($)
Andrew J. Bibby	3,301 78,234 20,763 492,083
Marie Y. Delorme	5,872 139,166 7,497 177,679
Maria Filippelli	6,021 142,698 11,333 268,592
Linda M.O. Hohol	3,412 80,864 23,634 560,126
Robert A. Manning	5,590 132,483 40,663 963,713
E. Gay Mitchell	3,369 79,845 15,123 358,415
Sarah A. Morgan-Silvester	6,662 157,889 32,916 780,109
Margaret J. Mulligan	7,232 171,398 30,522 723,371
Robert L. Phillips(3)	3,201 75,864 33,777 800,515
Irfhan A. Rawji	5,872 139,166 7,497 177,679
Ian M. Reid	4,452 105,512 37,251 882,849
H. Sanford Riley(3)	3,899 92,406 44,693 1,059,224

(1) DSUs are issued after each quarter in arrears.

(2) DSUs are valued based on $23.70, the closing price of CWB common shares on the TSX on October 31, 2022.

(3) Mr. Phillips and Mr. Riley retired from the Board on April 7, 2022.

DIRECTOR TOTAL COMPENSATION

For the fiscal year ended October 31, 2022, independent directors earned a total of $2,294,833 in retainers and fees. Below are the amounts, before withholdings, earned by the independent directors during fiscal 2022 for membership on the Board and its committees:

	Director Fees(1) ($) All Other Compensation ($) Total Compensation ($) In Cash In DSUs
Andrew J. Bibby	124,500 80,000 - 204,500
Marie Y. Delorme	- 175,000 - 175,000
Maria Filippelli	6,000 175,000 - 181,000
Linda M.O. Hohol	126,000 80,000 - 206,000
Robert A. Manning	84,000 126,000 - 210,000
E. Gay Mitchell	121,417 80,000 - 201,417
Sarah A. Morgan-Silvester	137,333 163,333 - 300,666
Margaret J. Mulligan	- 190,000 - 190,000
Robert L. Phillips(2)	110,167 41,667 50,000(3) 201,834
Irfhan A. Rawji	21,000 175,000 - 196,000
Ian M. Reid	105,500 100,000 - 205,500
H. Sanford Riley(2)	39,583 33,333 5,000(4) 77,916
Total	2,349,833

(1) Includes each individual’s director or Chair of the Board retainer, Committee Chair retainers, additional retainer for serving on both the Audit and Risk Committees, and LAP fees, as applicable.

(2) Mr. Phillips and Mr. Riley retired from the Board effective April 7, 2022.

(3) In recognition of Mr. Phillips’s retirement after 21 years of Board service, we made a $50,000 donation to the University of Alberta Faculty of Engineering and Faculty of Law Scholarships. This amount is not included in the total retainers and fees earned by independent directors.

(4) In recognition of Mr. Riley’s retirement after 11 years of Board service, we made a $5,000 donation to the University of Winnipeg Commerce Scholarship. This amount is not included in the total retainers and fees earned by independent directors.

17 | Canadian Western Bank- Management Proxy Circular

DIRECTORS’ EQUITY REQUIREMENTS

Minimum equity holding requirements for directors creates greater alignment of the interests of our directors and shareholders. For the purpose of determining whether directors meet the minimum equity requirement, CWB common shares and DSUs are valued using the higher of the closing price on the TSX on the assessment date or on the acquisition date. We assess compliance with this requirement annually on October 31.

Directors are prohibited from directly or indirectly entering into short sales, or buying or selling a call or put option in respect of CWB's securities. Directors are not permitted to enter into non-recourse pledges of CWB securities or to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars or units of exchange funds) designed to hedge or offset a decrease in the market value of CWB equity securities granted as compensation or held, directly or indirectly, by the director.

CURRENT

Under the current director equity requirements, all independent directors and the Chair of the Board must hold, either directly or indirectly, CWB common shares or DSUs with a value equivalent to six times the maximum annual cash component of the director retainer. In other words, the minimum directors’ equity requirement is $570,000. This requirement was effective as of May 1, 2019, and directors had until May 1, 2022, to meet this equity requirement. Newly elected directors have three years from their initial appointment to meet the equity requirement. All nominated directors met or exceeded their applicable requirement as of October 31, 2022.

EFFECTIVE MAY 1, 2023

Beginning May 1, 2023, all independent directors must hold, either directly or indirectly, CWB common shares or DSUs with a value equivalent to seven times the maximum annual cash component of the director retainer (in other words, $665,000), and the Chair of the Board must hold, either directly or indirectly, CWB common shares or DSUs with a value of $1,000,000. All directors have five years from the date of initial appointment to meet these requirements.

Additionally, all independent directors and the Chair of the Board must hold a minimum of 1,000 CWB common shares, which are counted towards their total director equity requirement. Each new director has six months from the date of their election or appointment to meet this requirement.

Canadian Western Bank- Management Proxy Circular | 18

Corporate Governance

OUR CORPORATE GOVERNANCE PRACTICES

INTRODUCTION

Everything we do at CWB, including our corporate governance practices, is driven by our core values:

==> picture [41 x 42] intentionally omitted <==

PEOPLE FIRST

Caring people are the key to our success. We work as a team and support one another. We always treat each other with respect and have the courage to be candid.

==> picture [41 x 42] intentionally omitted <==

RELATIONSHIPS GET RESULTS

Clients choose CWB for the best experience. We build relationships proactively, with intention and consistency. Our results depend on it.

==> picture [41 x 41] intentionally omitted <==

EMBRACE THE NEW

Change is everywhere. We seek out new ideas and are committed to continuous learning. We know that better is always possible.

==> picture [41 x 41] intentionally omitted <==

THE HOW MATTERS

How we do things is as important as what we do. We take ownership, and move with urgency and efficiency. We always act with integrity, and balance risk and reward.

==> picture [41 x 42] intentionally omitted <==

INCLUSION HAS POWER

Diverse teams unleash new ideas and perspectives. We are aware of our own biases. We are proud of who we are, and we are allies for those around us.

These values are reflected in our strong corporate governance culture, founded on the principles of integrity and accountability. Our corporate policies and practices foster ethical conduct, promote responsible business practices, and ensure CWB is managed to build long-term shareholder and stakeholder value.

Our corporate governance framework is supported by clearly defined roles for our Board and committees. The GCR Committee reviews corporate governance best practices, monitors compliance with governance policies, provides direction to the Board and management, and makes recommendations to the Board to enhance corporate governance and Board effectiveness. Our corporate governance framework forms part of our overall ESG approach, implementing practices that align with our environmental and social framework, which is described in more detail in our 2022 Annual Report.

We ensure that our governance policies meet or exceed the requirements of our regulators, including OSFI, the Canadian Securities Administrators, and the TSX. In addition, we consider, and where appropriate will adopt, new corporate governance best practices put forward by governance institutions, academics, industry groups, and groups that represent the interests of our shareholders and other stakeholders.

19 | Canadian Western Bank- Management Proxy Circular

GOVERNANCE AT CWB: A SNAPSHOT

A summary of the key elements of our governance practices and where you can find them in this Circular follows:

Corporate Governance Snapshot		See Page
Appropriate Board size	10 director nominees	6, 15
Board independence	9 of 10 director nominees are independent(1)	23
Formal Mandate for Board, Board Committees and Board Chair		20, 21
Separate Chair and CEO positions		23
Annually elect directors		6, 8
Elect directors individually (not by slate)		23
Majority voting policy for directors		23
Board diversity, including targets	60% of director nominees are women 20% of director nominees identify as Black, Indigenous or racialized persons 50% of committee Chairs are women	24
Executive diversity policy, including targets	25% of executives are women 25% of executives identify as Black, Indigenous or racialized persons	25
Share ownership requirements for directors		18
Share ownership requirements for executives		38
Formal mandates for the independent Chair of the Board and committee Chairs, and position description for the CEO		21, 35
Retirement age for directors	75	24
Code of business conduct and ethics rooted in our values		23
Orientation and continuing education program for directors		27
Annual advisory vote on executive compensation		7, 34
Formal assessment process for the Board, Chair of the Board and committee Chairs		28
Shareholder engagement program		26

(1) Under the Bank Act, the CEO is required to serve as a director of CWB.

OUR BOARD OF DIRECTORS

MANDATE AND ROLE OF THE BOARD

The Board’s primary responsibilities are to approve and oversee items essential to the prudential oversight of CWB, such as strategy, risk appetite, capital plans and key policies, and to provide challenge, advice, and guidance to CWB’s senior management. The Board has plenary power and exercises overall accountability for the management and supervision of CWB’s affairs. The Board has responsibility to determine CWB’s approach to governance issues, including ethical conduct, based on recommendations and reports from the GCR Committee. The Board is responsible for establishing appropriate mandates and procedures to ensure that the Board, Board committees and individual directors, function independently of management.

The Board has developed a mandate which is reviewed annually and sets out the Board's purpose, organization, duties, and responsibilities. Mandates for the Board, Chair of the Board, committee Chairs and each committee are available in the Corporate Governance section of CWB's website at www.cwb.com/corporate-governance, and the text of the Mandate of the Board is incorporated by reference into this Circular. In addition, a comprehensive list of directors’ obligations under the Bank Act , OSFI Guidelines, and Canadian securities laws has been documented and cross-referenced against the Mandate of the Board and each of its committees to ensure that the Board fulfils all of its obligations.

The Bank Act requires the Board to perform certain functions, including approving financial statements, issuing shares, and declaring dividends, but the Board may delegate certain other matters and decisions to management. As part of the delegation of authority to management, the Board establishes certain limits and thresholds which, if exceeded, require Board approval.

Canadian Western Bank- Management Proxy Circular | 20

STRUCTURE AND COMMITTEES

To help the Board fulfil its mandate, the Board delegates certain powers, duties, and responsibilities to its committees. The current committee structure of the Board includes the Audit, GCR, HR, and Risk Committees. Each Board committee has a mandate setting out its responsibilities as summarized in the reports starting on page 29.

==> picture [523 x 272] intentionally omitted <==

COMMITTEE STRUCTURE

The Board believes that individual directors should have exposure to different committees to ensure they develop a broad understanding of our operations. Each director is expected to serve on two committees (including one of the Audit or Risk Committees), and the GCR Committee regularly reviews and considers each committee’s composition. The Chair of the Board serves on all of the Board committees. Mr. Fowler, as a management director, does not serve on any committees, with the exception of the Risk Committee’s LAP in which he may participate.

The LAP is typically comprised of three Board members (who may vary from meeting to meeting) selected by the Chair of the LAP in consultation with the SVP, Credit Risk Management, and is overseen by the Risk Committee.

CHAIR OF THE BOARD

The Chair of the Board is an independent director, responsible for ensuring that the Board functions effectively and independently of management, and that it meets the obligations and responsibilities as set out in its mandate.

CHAIR MANDATES

The Board has developed written mandates for the Chair of the Board and for the Chairs of our Board committees, copies of which are available in the Corporate Governance section of our website at www.cwb.com/corporate-governance.

KEY BOARD RESPONSIBILITIES AND PRIORITIES

Although significant work is carried out by the committees, the Board has ultimate responsibility to oversee the management of CWB's business, including overseeing the following functions, as these are cross-dimensional and embedded in all of the Board’s key decisions.

What the Board Oversees

• The Board is a champion of our core values and ensures that we live up to our commitments to our clients, our Culture and Values people, and our investors. • The GCR Committee oversees our ethics program and monitors adherence to our Code. • The Board, with the HR Committee’s assistance, works with management to promote a culture of integrity, and a safe, respectful, diverse and inclusive environment for our people and clients alike. The Board and the Risk Committee promote CWB’s prudent risk culture. • One of the Board’s key mandates and priorities is to oversee the development of our strategic direction and Strategic Direction management’s execution against our strategic goals. • The Board conducts one focused strategy session each year, and at each quarterly Board meeting receives updates on, and considers refinements to, our strategic direction.

21 | Canadian Western Bank- Management Proxy Circular

What the Board Oversees

• The GCR Committee reviews current and developing corporate governance best practices and refines our policies, Responsible Governance as appropriate. • The GCR Committee continually monitors compliance with our governance policies, and makes recommendations to the Board to enhance corporate governance and Board effectiveness and to ensure the Board’s continued independence. • The Chief Internal Auditor reports to the Board (through the Audit Committee) on the effectiveness of risk management and internal controls. • The HR Committee, on behalf of the Board, oversees our executive compensation program. For detailed Executive Compensation and Performance information about our executive compensation program, please see the “Compensation Discussion and Analysis” section, beginning on page 35. • The Board, with the assistance of the Board committees, oversees our approach to ESG issues, considers our ESG and Sustainability exposure to ESG risks, and provides oversight of our approach to climate change and sustainability. • Under the leadership of the CFO, we have a cross-functional sustainability team that is responsible to identify and prioritize social and environmental issues, and to develop an implementation plan for our overarching approach to sustainability. The sustainability team provides regular updates and education on emerging trends related to social and environmental risks and market developments to our Board. • Each Board committee provides oversight of climate-related factors that are specific to their respective responsibilities. In 2022, the committee mandates were expanded to include specific oversight responsibilities related to social and environmental factors. • With the support of the GCR Committee and HR Committee, the Board oversees the integration of our ESG approach into our strategic direction and culture, including aligning certain executive compensation metrics with our ESG objectives (as outlined in more detail on page 41). • With the support of the Risk Committee, the Board oversees key risks, including a review of risk appetite limits and policies that are expected to evolve over time to incorporate direct consideration of climate risk. • With the support of the Audit Committee the Board oversees climate change-related disclosure, which is included in the Social and Environmental Risk section of our 2022 MD&A. • The Board’s oversight of sustainability is strengthened through board education sessions and regular discussion and review of ESG factors, including climate risk. • Our approach to sustainability focuses on long-term value creation for all our stakeholders, and the Board works with management to continue to enhance our ESG disclosures to provide our stakeholders with timely and transparent information, including through our Sustainability Report. For detailed information about our sustainability approach, please see the Social and Environmental Risk section of our 2022 MD&A and our 2021 Sustainability Report. • Our succession planning strategy focuses on identifying and developing individuals, including senior management, Leadership Development and Succession to build leadership capability and strengthen overall succession. Planning • Our succession philosophy is based on promoting talented individuals within CWB, supported by selective external hiring to enhance critical skills and experience, and build a diversity of perspectives. • With the HR Committee’s assistance, the Board oversees our succession planning activities. This includes robust review and assessment, at least yearly, of the succession slates for the CEO (including an emergency CEO replacement protocol), executive management, and other critical leadership positions across CWB, and monitoring development plans for those identified. Potential successors are identified on a short, medium, and longer term planning horizon. Consideration is given to the strengths and development needs of potential successors, with a focus on expertise, leadership skills, strategic capability, and diversity. Third-party consultants are used, where appropriate, to assess leadership capability and development opportunities for potential successors. • The Board also has direct insight on potential successors and individuals within CWB through a combination of Board presentations, education seminars, and meetings with such individuals. • The Board, on the recommendation of the Audit Committee, approves the audited financial statements, MD&A, Public Financial Disclosure Annual Information Form and other public disclosure documents. Such disclosures are key channels through which we communicate our financial and operational results to our investors and stakeholders. • The Audit Committee oversees our auditor’s independence, and adherence with applicable auditing, accounting and financial reporting requirements and standards. • The Board, with the Audit Committee’s assistance, oversees and approves our internal control framework and management information systems, and reviews the effectiveness of these controls and systems. • The Board, with the Risk Committee’s assistance, oversees risk management to ensure a comprehensive approach Risk Management to risk.

Canadian Western Bank- Management Proxy Circular | 22

CORPORATE GOVERNANCE

MAJORITY VOTING POLICY

The Board believes that each of its members should carry the confidence and support of our shareholders. The proxy form used for voting at the shareholder meeting enables shareholders to vote in favour of, or to withhold from voting separately for, each director nominee. At the meeting, the Chair will call for a vote by ballot and the scrutineers will record, with respect to each nominee, the number of shares in their favour and the number of shares withheld from voting. If the number of shares withheld exceeds the number of shares voted in favour of a particular nominee, then, for the purpose of our Majority Voting Policy, the nominee shall be considered to not have received the shareholders’ support, even though the nominee will have been duly elected as a matter of corporate law.

A director who is elected but does not receive a majority of votes cast in their favour must immediately submit their resignation to the Board. The GCR Committee will promptly consider the director's resignation and make a recommendation to the Board whether to accept it. In making its recommendation, the GCR Committee will consider the potential cause of the withheld votes, the director’s skills and attributes, the overall Board composition, and whether accepting the resignation would cause CWB to fail to meet a regulatory requirement. The Board will accept the resignation, absent exceptional circumstances. Any director who tenders their resignation will not participate in the deliberations unless the remaining directors do not constitute a quorum, in which case all directors may participate in the deliberations. Within 90 days of receiving the final voting results, the Board will issue a news release announcing that it has accepted the director's resignation or explaining its reasons for not accepting the resignation. If the resignation is accepted, subject to any corporate law restrictions, the Board may leave the resultant vacancy unfilled until the next annual meeting, fill the vacancy by appointing a new director whom the Board considers to merit the confidence of the shareholders, or call a special meeting of shareholders at which one or more director nominees will be presented to shareholders to fill the vacant position or positions.

Our Majority Voting Policy does not apply to a contested election where the number of nominees exceeds the number of directors to be elected. Each nominee for election to the Board must agree to the policy before their name is recommended for election to shareholders. In the event any director fails to tender their resignation in accordance with the policy, the Board will not re-nominate the director.

IN CAMERA MEETINGS

To facilitate an open and candid discussion among independent directors, a portion of every Board and committee meeting is reserved for independent directors to meet in camera without management or non-independent directors present.

ETHICAL BUSINESS CONDUCT

We have a strong ethical culture based upon our core values: People first , Relationships get results , Embrace the new , The how matters , and Inclusion has power . These values are reflected in the Code, which sets standards of legal, ethical, and responsible behaviour. The GCR Committee annually reviews the Code to ensure it remains consistent with best practices, and recommends it to the Board for approval. All directors, officers, and employees are required to comply with the Code and must annually acknowledge their commitment to abide by it. The Code is available on the Corporate Governance section of our website under the heading “Conflicts of interest and codes of conduct” at www.cwb.com/corporate-governance, and under our profile on SEDAR at www.sedar.com.

The GCR Committee oversees our ethics program, managed by an internal Ethics Committee comprised of senior leadership and chaired by the Chief Ethics Officer. The Ethics Program’s objective is to strengthen and reinforce our ethical culture. The Ethics Program’s priorities are to promote, raise awareness and provide training in respect of our standards of conduct and core values, identify concerns with respect to acting in accordance with these expectations, and promptly, fairly, and decisively address these concerns. Employees are encouraged to raise issues or report ethical concerns through one of our communication channels, including an anonymous, third-party provided Ethics Hotline.

Our promotion of ethical conduct and honest dealings with the public is embedded in other internal policies and procedures, including a policy for related party transactions. In the event a director or executive officer has a material interest in any transaction or agreement considered by the Board or any Board committee, such interest must be declared and recorded in the minutes of the meeting, and the director or executive officer must vacate the meeting while the transaction or agreement is being discussed. The GCR Committee’s responsibilities include establishing procedures to ensure related party transactions are disclosed and reviewed in accordance with Bank Act requirements.

We are also committed to responding to and addressing the concerns of our clients. We have engaged an independent ombudsman to receive complaints from banking clients who are unable to obtain satisfaction from our internal complaint-handling process.

INDEPENDENCE

The GCR Committee has reviewed each director’s status to determine whether each director is “independent” as defined in National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101) or “affiliated” as defined by the regulations set forth in the Bank Act on an annual basis. Each director completes a selfassessment questionnaire and the GCR Committee is made aware of any notable responses. After considering all business, charitable, and family relationships among the directors and CWB, the GCR Committee has determined that each of the director nominees, except Mr. Fowler, (or 91% of the Board) are independent and not affiliated with CWB. Mr. Fowler is not independent and is affiliated with CWB as a result of his position as CEO of CWB. Under the Bank Act , the CEO is required to serve as a director of CWB. The Chair of the Board is an independent director. Separating the roles of CEO and Chair of the Board allows the Board to effectively oversee management, enhance accountability, and avoid potential conflicts of interest.

Our policies restrict CWB from granting credit to a director or any person, firm or corporation related to a director, unless the credit is granted on market terms and conditions, and requirements under the Bank Act are complied with.

23 | Canadian Western Bank- Management Proxy Circular

DIRECTOR TENURE

==> picture [178 x 120] intentionally omitted <==

The average tenure of nominated directors is 7.1 years. The Board has not adopted a term limit for directors, but rather, maintains a robust director assessment process and has a mandated retirement age of 75, after which the director cannot stand for re-election. The notional objective of term limits is to encourage Board turnover, introduce new perspectives, and retain independence. However, the Board views director term limits on a board as implicitly discounting the value of experience and continuity amongst board members and runs the risk of excluding experienced and potentially valuable board members as a result of an arbitrary determination.

We believe the Board has struck the right balance between experience and institutional knowledge, continuity, and fresh perspectives without mandated term limits. The effectiveness of this approach is demonstrated by the fact that 70% of director nominees have served for ten years or less, with 40% serving for five years or less. The chart below shows the tenure of director nominees standing for election at the 2023 meeting.

OTHER PUBLIC COMPANY DIRECTORSHIPS AND INTERLOCKING DIRECTORSHIPS

We recognize that Board membership requires a significant dedication of time. All director nominees currently serve on, including CWB, two or fewer public company boards, with the exception of the Board Chair, who currently serves on, including CWB, three public company boards. There are currently no interlocking public company board memberships. The Board believes that its director assessment program (described in detail below) is the best method to ensure that each Board member remains accountable and continues to effectively discharge their duties as a director of CWB.

While the Board has not established a policy to limit the number of public company directorships its directors can hold, the Board considers it a factor as part of director assessment and evaluation. The GCR Committee monitors the outside boards on which CWB’s directors serve to determine if there are circumstances which may impact the director’s ability to devote the necessary time and attention, or to discharge their duties and act effectively and in CWB’s best interest. This determination is based on the director’s understanding of our business and their contribution and attendance record at Board and committee meetings.

The Board has not implemented a policy on interlocking public board memberships. The Board reviews any interlocking public board memberships on a case-by-case basis to determine if these will impact the directors’ ability to act in CWB’s best interest or otherwise impair a director’s independence.

POLICIES REGARDING BOARD DIVERSITY

In accordance with our Corporate Governance Policy, when identifying new candidates for nomination as directors, the GCR Committee will consider each candidate’s skills, expertise, experience, integrity, independence, residency and geographic location and diversity criteria such as race, ethnicity, age, gender identity, sexual orientation and abilities.

The Board recognizes the value and importance of diversity both at the Board level and within CWB. A board made up of highly qualified directors with diverse backgrounds enhances the corporate governance of CWB by bringing different viewpoints to the Board. Our commitment to ensuring a diverse Board is incorporated into our Corporate Governance Policy, which sets out diversity criteria to be considered by the Board. The Board first adopted a gender diversity policy in 2014, setting a target that at least 25% of the Board be comprised of women by the end of 2018. That goal was met in 2017. The current diversity criteria includes a target of 40% women on the Board, and a target that Black, Indigenous and racialized directors comprise at least 5% of the Board by 2025. CWB has exceeded both of these goals since 2021. The GCR Committee annually reviews the Corporate Governance Policy (including the diversity policy) and considers its effectiveness.

On behalf of CWB, the Chair of the Board and the President and CEO have signed on as members of the 30% Club Canada, an organization that supports the goal of 30% of corporate board positions held by women. In 2020, the President and CEO signed the BlackNorth CEO Pledge committing CWB to specific actions and targets designed to end anti-Black systemic racism.

With current director nominees, if elected, 60% of the Board, and 67% of independent directors, will be comprised of women, surpassing the targets for women in both our Corporate Governance Policy and the 30% Club. Further, 20% of the Board identify as Black, Indigenous or racialized persons, surpassing our target in our Corporate Governance Policy and our commitment in the BlackNorth CEO Pledge in 2021, well in advance of the 2025 commitment.

==> picture [178 x 119] intentionally omitted <==

==> picture [178 x 120] intentionally omitted <==

==> picture [178 x 97] intentionally omitted <==

Canadian Western Bank- Management Proxy Circular | 24

POLICIES REGARDING DIVERSITY IN EXECUTIVE COMMITTEE POSITIONS

Our Corporate Governance Policy requires the Board, when appointing any member of the Executive Committee, to consider, among other things, diversity criteria such as race, ethnicity, age, gender identity, sexual orientation and abilities. Understanding that systemic biases exist broadly across society and our industry, the Board considers the impact of biases to obtain specific qualifications or experiences. The Board set a target to have women comprise at least 30% of the Executive Committee. The Board also set a target to have Black, Indigenous and racialized people comprise at least 5% of the Executive Committee by 2025. Currently two of eight members (25%) of the Executive Committee are women, and two of eight members (25%) of the Executive Committee identify as Black, Indigenous or racialized persons.

==> picture [178 x 98] intentionally omitted <==

==> picture [178 x 98] intentionally omitted <==

RISK MANAGEMENT

Risk management oversight is embedded in our Board and committee structures, and governed through a hierarchy of Board and management committees and individual responsibilities as outlined in the diagram below.

==> picture [523 x 308] intentionally omitted <==

With increasing reliance on technology, management of cyber risk and data protection continues to be an important part of the Board’s mandate. Our Board receives quarterly reports on cybersecurity and is immediately notified if any incident occurs. Additionally, CWB’s Executive Risk Committee has developed and implemented a CyberSecurity Risk Management Standard (CSRMS), which adopts the National Institute of Standards and Technology’s CyberSecurity Framework, to guide and establish strategic governance practices in managing cyber risk. The CSRMS ensures alignment with our Enterprise Risk Management and Operational Risk Policies, which establish the principles that make up CWB’s enterprise-wide approach to cybersecurity. The CSRMS is structured around CWB’s Three Lines of Defence framework, with our lines of business and Chief Information Security Office acting as the first line of defence; Operational Risk Management acting as the second line of defence; and Internal Audit acting as the third line of defence. Through our approach to cybersecurity, we aim to balance the benefits of technology with the potential consequences of threat events to create an effective cybersecurity program.

For more details regarding CWB’s approach to risk management, including a report on principal risks that CWB’s operations are exposed to, please refer to the 2022 MD&A available in the Investor Relations section of CWB’s website at www.cwb.com/investor-relations/financial-information/annual-report-and-annual-meeting. It has also been filed, and is available, on SEDAR at www.sedar.com.

25 | Canadian Western Bank- Management Proxy Circular

SHAREHOLDER ENGAGEMENT

We are committed to transparent and effective communication with our shareholders. In support of this commitment, our Board has developed practices to facilitate valuable shareholder engagement, and in 2022, approved a Shareholder Engagement Policy.

We communicate with our shareholders and other stakeholders through various channels, including our Annual Report, Management Proxy Circular, Annual Information Form, quarterly reports, Sustainability Report, news releases, website, presentations at investor and industry conferences and shareholder and other meetings. In addition, our quarterly earnings conference calls and webcasts are open to all, and are broadcast live online and archived on our website for 60 days.

CWB held its first investor day since 2017, and regularly meets with institutional investors, investment advisors, organizations representing groups of shareholders, and shareholders on an ongoing basis. We also address any shareholder proposals submitted before our annual meeting of shareholders and solicit feedback from our shareholders through our “say on pay” advisory resolution on executive compensation.

The following is a summary of shareholder engagement actions that senior management and the Board undertake throughout the year:

Type of Engagement	Frequency	Who Engages	Who We Engage With and What We Discuss
Financial Results conference calls	Quarterly	Senior Management	We review CWB’s most recently released financial and operating results with analysts, shareholders, and other stakeholders on these public calls and webcasts.
Annual Meeting of Shareholders	Annually	Board of Directors and Senior Management	Common Shareholders are invited to attend, in-person or virtually, the annual meeting of shareholders. They are entitled to vote and discuss the business of the meeting with the Board and Senior Management.
News releases	As required	Senior Management	Released to the media and public throughout the year to disclose select issues.
Non-deal investor road shows	Continuous	Senior Management	Individual meetings with key shareholders to discuss CWB’s operational and financial performance, answer questions and obtain feedback.
Conferences	Continuous	Senior Management	Speak at industry conferences and bank sponsored conferences about our business, and operations and key industry topics.
Meetings, calls and discussions	Continuous	Senior Management	We hold frequent meetings with analysts, institutional investors, investment advisors and non-institutional shareholders to address any shareholder-related concerns and to provide public information.
Ad hoc meetings as requested	Annually	Senior Management	With shareholder advocacy groups and proxy advisory firms to discuss any issues, concerns or to obtain feedback on a particular subject matter.
Ad hoc communications with shareholders, written or otherwise	As required	Board of Directors and Senior Management	We promptly respond to inquiries and requests for information from shareholders, investors and other stakeholders.
Investor Survey	Quarterly	External Consultant	Investor intelligence report – anonymized survey of shareholders met by senior management in the previous three months to obtain feedback on their perception of our performance (absolute and relative to our peers).

Our Investor Relations group is responsible for maintaining communications with the investing public and can be contacted at InvestorRelations@cwbank.com, or by telephone or mail. Investor Relations contact information and all significant disclosure documents and news releases are provided on our website at www.cwb.com/investorrelations. We encourage feedback from our shareholders who may communicate with the Chair of the Board at ChairoftheBoard@cwbank.com or our Corporate Secretary at CorporateSecretary@cwbank.com, or by writing to the Chair of the Board, Canadian Western Bank, Suite 3000, Canadian Western Bank Place, 10303 Jasper Avenue NW, Edmonton, Alberta, T5J 3X6.

Canadian Western Bank- Management Proxy Circular | 26

DIRECTOR DEVELOPMENT AND ASSESSMENT

NEW DIRECTOR ORIENTATION

We provide each new director with multi-day orientation programming where the director meets with senior management. During these meetings, management provides the new director with an overview of our business, strategic direction, operations, initiatives, and risk management framework. New directors receive an orientation package, which includes all Board and committee mandates as well as key CWB policies and other reference material about us and the banking industry. We encourage each new director to attend at least one meeting of each Board committee during their first year as a director of CWB.

ONGOING DIRECTOR EDUCATION

Our continuing education program assists directors to maintain and enhance their knowledge, skills, and abilities. During fiscal 2022, the GCR Committee approved the Director Education Policy. We provide directors an educational allowance of $2,500 annually to support the cost of external educational opportunities. Expenses for onetime courses or designations are supported to a maximum of either one-third the total cost or $7,500, whichever is less. Directors are encouraged to participate in external programs related to Board governance. To assist directors in such participation, we maintain a group membership with the ICD. We also make internal employee training available to our directors. Directors are required to complete certain training modules on cybersecurity, the Code and ethical conduct, and unconscious bias and inclusion.

Directors are kept informed through reports and presentations at the quarterly Board meetings as to matters that impact or may impact our operations, and that are specific to the Board’s oversight responsibilities, including cybersecurity developments, and economic and regulatory updates. The presentations provided to the Board and/or its committees during fiscal 2022 follow.

Date	Provided To	Topic	Presented By
November 15, 2021	Board	Federal Pay Equity Overview	Senior Manager, Compliance & Occupational Health and Safety
December 2, 2021	Board	OneEquipment Deep Dive	Group Head, CS&SB SVP, Equipment, Digital & Client Solutions SVP, Equipment Finance
December 2, 2021	Board	Client Experience (CWBx): A deeper dive into our voice of the client research	Group Head, CS&SB Vice President, Marketing
December 1, 2021	Board	Crypto Currency – Central Bank Digital Currencies	President & CEO Vice President, Strategy & Investor Relations
December 1, 2021	Board	Future Workforce: The War on Talent	CPCO SVP, Human Resources
February 23, 2022	Board	General Commercial Loan Portfolio Deep Dive	Group Head, CPW Chief Risk Officer
April 6, 2022	Board	Cyber Threat Briefing	Mandiant
April 7, 2022	Board	2023 - 2026 CWB Strategic Direction	President & CEO CFO Group Head, CPW Vice President, Strategy & Investor Relations
May 25, 2022	Board	CWB Wealth Deep Dive	Group Head, CPW CRO President & CEO, CWB Wealth
May 26, 2022	Board	Digital Deep Dive	Group Head, CS&SB Vice President, Digital & Alternative Channels Senior Assistant Vice President, Application Services
May 26, 2022	Board	Operational Scope 1 and 2 Greenhouse Gas Emissions Education	Head of Sustainability Strategy
May 26, 2022	Board	Credit Risk Model Education	CRO SVP, Risk Management Programs
August 24, 2022	Board	Macro Economic Stress Test Deep Dive	CRO Vice President, Integration Risk Management Vice President, Risk Analytics
August 25, 2022	Board	2023 Technology Roadmap	CIO Vice President & Chief Information Security Officer
August 25, 2022	Board	Deloitte Cyber Risk Appetite Statement Training	Deloitte
November 21, 2022	Board	Future of Work Session	Korn Ferry

27 | Canadian Western Bank- Management Proxy Circular

BOARD AND DIRECTOR ASSESSMENTS

The Board's commitment to effective corporate governance includes an internal evaluation process and a periodic independent assessment process. Effectiveness of the Board and Committees as well as the Directors and Chairs is assessed annually.

Assessment	Participants	Process
Feedback on	Directors	• In 2022, each participant completed a survey to assess the functioning of the Board and committees, each director, the
Effectiveness of Board, Committees, Directors, Chair, and	Executive Committee	Chair of the Board, and the Chair of each committee (in their capacity as Chair). • The survey included both quantitative and qualitative assessments related to core competencies, and the effectiveness of oversight of management, the audit function, strategy and risk. In addition, for directors and chairs, the survey included
Chairs of the		quantitative assessments related to leadership, communication and knowledge.
Committees		• The Chair of the GCR Committee personally met with each director, and Executive Committee member. Each director
		received a report reflecting their individual results.
		• The GCR Committee reviewed the quantitative and qualitative assessments.
		• The assessment confirmed that the Board and committees are functioning effectively and that the Chairs and directors
		continue to perform at a high level. Comments and discussion included the strength of Board-management relations and
		how this can be further leveraged,and the value of continued focus on Board successionplanning.
Third Party Review of	Outside	• The GCR Committee may periodically engage an outside consultant to undertake a Board effectiveness study.
Board Effectiveness	Consultant

The Chair of the GCR Committee discusses any lack of requisite skills or knowledge, unacceptable deterioration of performance (including attendance) or identified areas of improvement with the applicable director. If such deficiencies are not addressed, it is expected that the director will resign or be asked to resign.

Canadian Western Bank- Management Proxy Circular | 28

COMMITTEE REPORTS

Each committee has provided a report below that describes its responsibilities and key 2022 activities. The table on page 13 sets out the number of committee meetings attended by each director. For more information regarding the duties and responsibilities of each committee, please refer to the respective mandates available in the Corporate Governance section of CWB’s website at www.cwb.com/corporate-governance. The Audit Committee’s mandate is also included in the 2022 Annual Information Form that is available on CWB’s website at www.cwb.com/annual-information-form and has been filed on SEDAR at www.sedar.com.

AUDIT COMMITTEE REPORT

Robert A. Manning (Chair) Marie Delorme Maria Filippelli Sarah A. Morgan-Silvester Margaret J. Mulligan Ian M. Reid The Audit Committee consists of a number of financial experts, and each member meets the standard for independence and is “financially literate” within the meaning of the Canadian Securities Administrators’ rules. A review of each Audit Committee member’s education, experience, and other requirements under National Instrument 52-110 –Audit Committees may be found in the 2022 Annual Information Form that is available on CWB’s website at www.cwb.com/annual-information-form and has been filed on SEDAR atwww.sedar.com. Meetings: Six At each meeting, the Audit Committee: • Met separately with KPMG; • Met separately with the CFO; • Met separately with the Chief Internal Auditor; and • Met_in camera_with management absent.

The Audit Committee oversees the quality and integrity of CWB's financial reporting. This includes oversight over the internal and external audit functions as well as the adequacy of CWB’s internal controls. The Audit Committee also acts as the Audit Committee for each of CWB’s federally regulated subsidiaries. The Audit Committee’s mandate is available in the Corporate Governance section of CWB’s website at www.cwb.com/corporate-governance. FISCAL 2022 HIGHLIGHTS • Reviewed and recommended for approval by the Board the annual and interim earnings releases, financial statements and MD&A, and the Annual Information Form. • Received and reviewed quarterly reports from the CFO, which included detailed discussion of CWB Financial Group financial results, significant external disclosure changes, and updates to accounting standards and practices. • Reviewed quarterly reports concerning the allowance for expected credit losses. • Received and reviewed quarterly reporting from management’s Disclosure Committee. • Reviewed management’s planned approach to continue to enhance CWB’s ESG disclosures and reporting. • Received and approved an assessment of CWB’s Disclosure Controls and Procedures and recommended to the Board the Internal Controls Framework. • Assessed the effectiveness of the finance and internal audit functions, and the performance of the CFO and Chief Internal Auditor. • Reviewed and approved the budget, resourcing, and mandate for the Finance function. • Reviewed and approved the risk-based internal audit plan, internal audit charter, and budget and resourcing for the internal audit oversight function. • Received quarterly reports on internal audit activities and progress against audit plan. • Reviewed and confirmed KPMG’s independence as the external auditor for CWB and its federally regulated subsidiaries, and recommended the annual external audit plan to the Board for approval. • Received and discussed KPMG’s reports on the annual and interim financial statements. • Approved the policy to engage external auditor for non-audit services, and approved non-audit services provided by the external auditor. • Conducted an assessment of the quality of the external audit. • Reviewed and recommended the annual financial statements of each of CWB’s federally regulated subsidiaries for approval to their respective boards.

29 | Canadian Western Bank- Management Proxy Circular

GCR COMMITTEE REPORT

Ian M. Reid (Chair) Maria Filippelli E. Gay Mitchell Sarah A. Morgan-Silvester Each GCR Committee member is “independent” within the meaning of the Canadian Securities Administrators’ rules. Meetings: Four At each quarterly meeting, the GCR Committee: • Met separately with the General Counsel; • Met separately with the Chief Compliance Risk Officer; and • Met_in camera_with management absent. Annually, the GCR Committee meets separately with the Chief Anti-Money Laundering Officer.

The GCR Committee oversees CWB's governance policies and practices, identifies and recommends candidates for election or appointment to the Board, develops the process and policies for assessing, compensating and orienting Board members, and reviews the composition and assesses the effectiveness of the Board and its committees. The GCR Committee also monitors CWB’s compliance with legal and regulatory requirements, and oversees our ethics program. The GCR Committee serves as the nominating committee of the Board, as well as the conduct review committee and the consumer matters committee for CWB and each of its federally regulated subsidiaries. The mandate for the GCR Committee is available in the Corporate Governance section of CWB’s website at www.cwb.com/corporate-governance. FISCAL 2022 HIGHLIGHTS • Reviewed our governance practices and Board and committee mandates to ensure compliance with applicable legal and regulatory requirements, including the OSFI Corporate Governance Guideline. • Reviewed Board composition, diversity, and effectiveness, and director succession planning. • Performed a review of director compensation and provided recommendations to the Board for approval of certain changes. • Conducted the annual combined assessment of director and Board effectiveness, which did not identify any specific areas of concern. • Revised and approved the updated Self-Dealing Compliance Policy, Corporate Disclosure Policy, Share Trading Restrictions Policy and Assessment of Responsible Persons Policy. Approved the Legal, Regulatory Compliance and Reputation Risk Policy. • Approved the new Director Education Policy, establishing the framework for director engagement in additional educational opportunities in support of their duties. • Participated in OSFI’s Board Governance and Culture Risk Review, which supported enhancements to meeting documentation and processes. • Received the Annual Report and Compliance Opinion of the Chief Compliance Risk Officer and reviewed the effectiveness of the key risk controls, objectives, and outcomes of the Regulatory Compliance Risk Management program. • Received the Annual Report of the Chief Anti-Money Laundering Officer and reviewed the effectiveness of the key risk controls, objectives, and outcomes of the anti-money laundering program. • Received the Annual Report on Client Protection Matters on the appropriateness of procedures to comply with applicable consumer provisions including handling of customer complaints, and consumer protection activities including implementation of the new federal Financial Consumer Protection Framework. • Received the Annual Report on Privacy Compliance on the effectiveness of procedures to use and disclose confidential information and other privacy provisions. • Met with the Chief Ethics Officer and reviewed quarterly reports regarding the Ethics Program and conduct risk, including recommendations on a refresh of the Ethics Program governance. • Reviewed the mandate, performance and effectiveness of the Chief Compliance Risk Officer and the Chief Anti- Money Laundering Officer. • Reviewed and approved the budget, resourcing, and mandate for the Regulatory Compliance function. • Continued to act as Conduct Review Committee and the Consumer Matters Committee of CWB and each of its federally regulated subsidiaries.

Canadian Western Bank- Management Proxy Circular | 30

HR COMMITTEE REPORT

Linda M.O. Hohol (Chair) Andrew J. Bibby Marie Delorme Robert A. Manning Sarah A. Morgan-Silvester Irfhan A. Rawji Each HR Committee member is “independent” as determined in accordance with Canadian Securities Administrators’ rules. No HR Committee member currently serves as the CEO of a public company. Meetings: Five At each meeting, the HR Committee: • Met separately with the Chief People & Culture Officer; • Met separately with Meridian, the Board’s compensation consultant; and • Met_in camera_with management absent.

The HR Committee assists the Board in overseeing CWB’s compensation practices and programs; the hiring, promotion and compensation of the Executive Committee; effective talent management, development and succession planning; employee engagement; and progress and plans with respect to employment equity, diversity and inclusion. The mandate for the HR Committee is available in the Corporate Governance section of CWB’s website at www.cwb.com/corporate-governance. FISCAL 2022 HIGHLIGHTS • Reviewed and recommended to the Board the approval of Executive Committee appointments for the Group Head, CS&SB, CIO and EVP, Banking roles. • Reviewed CWB’s fiscal 2022 Executive Committee compensation approach to ensure market alignment and best practice governance principles were maintained. • Recommended to the Board the annual salary adjustment and short- and long-term incentives for the CEO and approved these for other Executive Committee members. • Established the fiscal 2022 STIP performance objectives for the CEO and other Executive Committee members and reviewed the performance of each Executive Committee member. • Approved the long-term incentive award pool, awarded grants under the SIP, and established performance criteria for grants under the PSU Plan. • Reviewed progress on key PSU and STIP metrics on a quarterly basis and approved final payout factors for vesting PSUs. • Engaged Meridian to complete an in-depth Executive Committee compensation competitive benchmarking review. • Reviewed several compensation policies, approving changes to reflect evolving market and governance best practices. • Reviewed and approved new sales incentive plans for implementation in fiscal 2022 and 2023. • Reviewed and recommended position descriptions for the CEO and other Executive Committee members to the Board for approval. • With the Board, reviewed the succession plans for the CEO, Executive Committee members, and other key roles in CWB Financial Group. Engaged a third-party to support development of a long-range CEO success profile and completion of in-depth Executive Committee assessment work. Ensured appropriate programs are in place for talent, leadership development and progress on designated group representation. • Reviewed senior leadership changes, including strategic changes and reorganizations in several key business units. • Reviewed CWB’s Great Place to Work Canada® engagement and trust survey results and management’s action plan. • Reviewed CWB’s COVID-19 employee response, including safety protocols, return to the workplace plans, long term approaches to flexible work and rescinding of CWB’s vaccination directive. • Reviewed progress and plans for people, benefits and pay approaches for CWB Wealth and Equipment Finance business integrations. • Reviewed progress and plans with respect to employment equity, diversity and inclusion. • Reviewed employment and workplace federal and provincial legislative developments and management’s compliance plans. • Reviewed regular reports on talent acquisition, attrition, key talent development, total rewards, and learning and engagement initiatives in addition to other significant HR matters, including CWB’s approach to attracting and retaining talent in a highly competitive market.

31 | Canadian Western Bank- Management Proxy Circular

RISK COMMITTEE REPORT

E. Gay Mitchell (Chair) Andrew J. Bibby Linda M.O. Hohol Sarah A. Morgan-Silvester Margaret J. Mulligan Irfhan A. Rawji Meetings: Six At each quarterly meeting, the Risk Committee: • Met separately with the CRO; and • Met_in camera_with management absent. LAP Andrew J. Bibby (Chair) Each LAP is comprised of three Board members as determined from time to time by the LAP Chair and the SVP, Credit Risk Management. Meetings: 16 The LAP Chair may schedule a panel meeting at any time, as needed.

The Risk Committee assists the Board in overseeing risk management at CWB and balancing risks and opportunities while ensuring that management has policies, standards and guidelines in place to identify and effectively manage the significant risks to which CWB is exposed. The primary goal of risk management is to ensure that the outcomes of risk-taking are consistent with our business activities, strategies, and risk appetite. The Risk Committee’s responsibilities include oversight of risk identification, measurement, and management by CWB’s Three Lines of Defence functions in accordance with CWB’s Enterprise Risk Management and Enterprise Risk Appetite Policies. The Risk Committee from time to time forms a LAP to deal with credit applications that are in excess of management’s delegated lending limit but within the limits of the LAP. The LAP also deals with loans to, or guaranteed by, a foreign country and approves credit applications in excess of the lending limits prescribed under the CWB Enterprise Risk Appetite Policy. The mandate for the Risk Committee is available in the Corporate Governance section of CWB’s website at www.cwb.com/corporate-governance. FISCAL 2022 HIGHLIGHTS • Recommended to the Board, jointly with the HR Committee, the appointment of Carolina Parra as CRO. • Provided input into the performance and compensation of the CRO. • Reviewed and approved the following policies: - Market Risk Management; - Liquidity Risk Management; and - Capital Risk Management. • Recommended to the Board for approval, the following policies: - Enterprise Risk Management; and - Enterprise Risk Appetite. • Reviewed the following quarterly reports on the following topics: - CRO report, including emerged and emerging risks; - First and Second Lines of Defence reports on credit risk, market risk, capital risk, operational risk, climate risk and data governance; - Risk-based expected credit losses; - Progress of CWB’s AIRB project for the redevelopment and implementation of AIRB models; and - Chief Internal Auditor’s report on topics relevant to the Risk Committee. • Recommended approval of internal capital ratio minimum and target levels and regulatory capital plan to the Board. • Recommend for approval the At-the-Market common share issuance program to the Board. • Recommended to the Board the declaration of dividends. • Reviewed special reports on the General Commercial Loan Portfolio, CWB Wealth Business, Macroeconomic Stress Test Results, and the New Initiatives Risk Assessment Process. • Assessed the effectiveness of the GRM function. • Approved the budget, resourcing, and mandate for the GRM function.

Canadian Western Bank- Management Proxy Circular | 32

Executive Compensation and Related Information

DEAR FELLOW SHAREHOLDERS:

On behalf of the Board, the HR Committee oversees CWB Financial Group’s executive compensation program. We are pleased to provide an overview of our compensation program and results for fiscal 2022.

Our ability to attract, retain, and engage talented, diverse and capable executives, and our continued focus on rewarding strong, balanced financial and operational performance is key to the execution of our strategic direction as the best full-service bank for business owners in Canada. Our compensation framework reflects our continued focus on driving growth and creating long-term value for our shareholders, all within CWB’s risk appetite. At the beginning of fiscal 2022, we appointed Carolina Parra as CRO, and on April 1, 2022, appointed Azfar Karimuddin as CIO, Jeff Wright as Group Head, CS&SB, and John Steeves as EVP, Banking, as part of a planned succession for existing EVPs who retired.

Each year, as part of our commitment to proactively manage compensation risk, we review and refine our compensation program to ensure executive pay is linked to performance, aligned with shareholder and stakeholder interests, and reflects market and best practices. For fiscal 2022, general increases to executive salary were awarded to ensure market alignment and in some cases, to reflect the expanded oversight responsibilities of the executive.

CWB’S 2022 PERFORMANCE

As fiscal 2022 commenced, the Canadian economy continued on its path to recovery from the impacts of the COVID-19 pandemic. Economic conditions deteriorated as the year progressed, as rising commodity prices, supply chain pressures, labour shortages and strong global and domestic demand drove persistent levels of inflation. In response, the rapid and significant increase in market interest rates began to cool economic growth and fuel the potential for recessionary conditions to emerge in Canada. Against this backdrop, we delivered strong strategic execution that positions us strongly to capitalize on the opportunities in front of us and manage through the potential economic volatility that may be on the horizon. We have ended the current year at a historically low level of gross impaired loans, and our provisions for credit losses and credit write-offs remain well below historical averages. Our strategic execution to win more full-service client relationships supported 9% annual loan growth and 8% branchraised deposit growth. We also continued to focus on our geographic diversification strategy, with loan growth of 11% in Ontario with strong momentum building from our Mississauga and newly opened Markham banking centres.

While our targeted approach for loan growth has delivered very strong credit performance to date, the overall yield on our loan portfolio did not maintain pace with the increase in our deposit costs, which reduced our net interest margin. We expect this impact to begin to reverse as market interest rates and deposit costs stabilize. Total non-interest expenses were up 14%, including accelerated amortization of previously capitalized AIRB assets. Adjusted non-interest expenses increased 11%, which was driven by our continued strategic execution, including investment in our people, digital capabilities, our new banking centres in Markham, Ontario and downtown Vancouver and expanded product offerings to optimize our business, deliver an unrivaled experience to our clients and accelerate full-service client growth. Against the continued challenging operating environment and macroeconomic uncertainty, our teams are dedicated to execute our strategy as the best full-service bank for business owners in Canada.

Fiscal 2022 Financial Highlights(compared to 2021)	Fiscal 2022 Financial Highlights(compared to 2021)
Diluted EPS Total Revenue Pre-Tax, Pre-Provision Income(1) Loans Branch-Raised Deposits
	$3.39 $1.1 billion $522 million Up 9% in total; Up 8%
	Down 9% Up 6% Up 1% Up 11% in Ontario
Fiscal 2022 Strategic Accomplishments
	• Successfully launched a personal and small business digital banking platform. The small business platform can integrate with third party
	accounting platforms and provide our clients with predictive cash flow modelling.
	• Expanded our presence in the Ontario market, supported by the opening of our new Markham banking centre, building on the success of
	our first Ontario location in Mississauga in 2020. The targeted expansion in Ontario and enhancement of our digital capabilities supports
	our ability to deliver an unrivaled client experience to more business owners across Canada.
	• Consolidated and relocated our regional office and banking centre within downtown Vancouver to a new modern flagship banking centre.
Transform and optimize	The highly visible location on West Georgia provides prominent branding, supports hybrid work, and integrates our business and personal
our capabilities to create	banking, trust services and CWB Wealth teams to provide an elevated client experience and capitalize on an opportunity to grow our
an unrivaled experience	market share in British Columbia. We also opened the Gateway Banking Centre, CWB’s second flagship location in Edmonton, as well as
for our clients	our Calgary Northeast Banking Centre.
	• Successfully harmonized our wealth management brands with the launch of CWB Wealth. The launch further integrates our acquired
	wealth management operations under one brand and strategically positions us to expand full-service client offerings and opportunities,
	and provide a unique client experience in Canadian private wealth advisory services.
	• Executed an investment commitment to participate in a venture capital fund managed by a global fintech-focused investor that invests
	in, and partners with, some of the world’s most innovative financial technology companies. Participation in this fund will provide
	actionable insights from exposure to emerging trends and partnership opportunities to further elevate our digital client experience and
	product offering.

33 | Canadian Western Bank- Management Proxy Circular

• We were recognized:

• by Great Place to Work Canada® as one of this year’s top 20 Best Workplaces[TM] in Canada and one of the Best Workplaces[TM] for Hybrid Work; and, Drive a positive and - in Globe and Mail’s 2022 Women Lead Here list, a benchmark that identifies best-in-class executive gender diversity in Canada. inclusive culture and These awards reflect our commitment to advance an inclusive culture that puts people first and supports our position as a destination for employee experience to top talent. create value for our • Continued to make proactive and targeted investments in development and learning initiatives, recruitment programs and previously people and remain a announced compensation adjustments to further support our culture and drive continued strong team member retention through a career destination for top period of elevated competition for talent. talent • Launched three new ERGs, CWB PAC (Parents and Caregivers); CWB [Re]New (Network of Early Career Professionals); and CWB HOLA (House of Latin America). Approximately one-third of our employees actively participate in at least one of our 11 unique ERGs that support inclusion, diversity, and mental health within our teams and drive action-oriented personal growth for our employees and leaders through education, professional development, and the sharing of lived experiences.

career destination for top talent	period of elevated competition for talent. • Launched three new ERGs, CWB PAC (Parents and Caregivers); CWB [Re]New (Network of Early Career Professionals); and CWB HOLA (House of Latin America). Approximately one-third of our employees actively participate in at least one of our 11 unique ERGs that support inclusion, diversity, and mental health within our teams and drive action-oriented personal growth for our employees and leaders through education, professional development, and the sharing of lived experiences.
	• Delivered 14% annual loan growth in our general commercial loan portfolio as we executed on our strategic focus of expanding full-service
	client opportunities. General commercial loans now represent 35% of total loans, up from 33% one year ago. Expansion of full-service
Optimize our business to	client opportunities also supported 8% growth in relationship based branch-raised deposits.
create value for investors	• Achieved 11% annual loan growth in Ontario, supported by strong momentum from our Mississauga and newly opened Markham banking
through profitable, long-	centres. Ontario loans now represent 24% of total loans, up from 23% one year ago.
term growth and	• Released our inaugural Sustainability Report, demonstrating our continued commitment to develop and disclose our approach to the ESG
sustainable returns	factors that we identify as the most important to our clients, people, communities, and investors.
	• Materially completed the development of revised AIRB tools, incorporating targeted enhancements and the final 2023 Capital Adequacy
	Requirement guidelines. Next year, we will commence the integration of our revised AIRB tools into our business processes and data.

(1) Non-GAAP measure. A Non-GAAP measure does not have any standardized meaning prescribed by IFRS. See page 39 of this Circular for more details. Disclosure of adjusted measures and other non-GAAP measures can be found in the non-GAAP Measures section of our 2022 MD&A dated December 1, 2022, and is incorporated by reference into this Circular. Our MD&A is available on CWB's website at www.cwb.com and under CWB's profile on SEDAR at www.sedar.com.

2022 CEO PERFORMANCE AND COMPENSATION

In determining CEO compensation, we assess overall performance relative to financial, operational, and strategic objectives established at the beginning of the year. Details of these compensation performance targets and results are described on page 44. We also consider our progress against CWB’s medium-term goals, which line up with our strategic direction, as described on page 53. The Board approved total CEO direct compensation of $2.7 million against a target of $2.8 million for fiscal 2022 and compared to $3.0 million awarded for fiscal 2021. Mr. Fowler received cash compensation (salary and STIP) of $1.5 million against a target of $1.6 million for fiscal 2022, compared to $1.8 million awarded for fiscal 2021. Further details of Mr. Fowler’s performance and compensation can be found beginning on page 53. Mr. Fowler’s compensation recognizes his leadership during the year and the delivery of financial performance that balanced targeted growth of loans, solid branch deposit growth, and continued strategic investments to execute CWB’s strategic direction against a volatile macro-economic backdrop that put downward pressure on our profitability compared to the prior year.

LIVING OUR VALUES

With the gradual return to work of our employees in fiscal 2022, we have truly lived our core value to Embrace the new by evolving our approach to flexible work and following enhancements to our flexible work protocol.

Our people are a core competitive strength, and we are committed to be a career destination for top talent. We continued to follow our People first approach in building momentum with talent through a strong focus on culture, inclusion and diversity, and learning and development. This year, we made important leadership moves, including promotions to our executive and senior leadership teams that reflect our strong succession practices and board leadership talent pool, and resulted in greater representation of designated groups in our workforce and leadership ranks, where 35% of our SVP roles are now held by women. We launched customized learning and development programs and made competitive mid-year compensation adjustments to support and retain key talents and leaders through a period of elevated competition. We also celebrated Teal Care Day, which recognized the unwavering commitment of our teams and awarded an extra day off for our people to prioritize their overall well-being. Our teams and culture continued to demonstrate resilience amid a challenging operating environment and effectively managed the return to in-person work following 749 days of full remote work, with strong engagement and minimal disruption. With our core values as a backdrop, we continue to successfully navigate talent development, senior leadership development, succession planning, and organizational design.

CONCLUSION

We believe CWB’s executive compensation program creates value for our shareholders and stakeholders, aligns with shareholder interest, contributes to the achievement of long-term profitable and sustainable growth, and compensates our executives fairly. The results of our “say on pay” vote reflects this confidence as it received more than 96% support last year. We continue to monitor our compensation program against market trends and best practices, and adopt compensation practices we believe are appropriate for CWB Financial Group and in the best interests of our shareholders. If you have any comments or questions related to our approach to executive compensation, please provide your feedback by writing to ChairoftheBoard@cwbank.com.

==> picture [86 x 30] intentionally omitted <==

Linda M.O. Hohol Chair, Human Resources Committee

==> picture [115 x 28] intentionally omitted <==

Sarah A. Morgan-Silvester, O.B.C. Chair of the Board

Canadian Western Bank- Management Proxy Circular | 34

COMPENSATION DISCUSSION AND ANALYSIS

INTRODUCTION

This section of the Circular sets out our philosophy and approach to executive compensation, information about each element of our compensation program, the market research, policies and methods used in determining compensation, and details of each NEO’s compensation in fiscal 2022. We aim to provide you with the information you need to understand our executive compensation program and to inform your “say on pay” vote.

NAMED EXECUTIVE OFFICERS (NEO)

• Christopher H. Fowler, President and CEO

• R. Matthew Rudd, CFO

• Stephen H.E. Murphy, Group Head, CPW

• Carolyn J. Graham, SEVP

• M. Carolina Parra, CRO

COMPENSATION GOVERNANCE

The Board appoints knowledgeable and experienced individuals to the HR Committee who have the necessary background, skills and experience in executive compensation, risk management and human resources matters to fulfil the HR Committee's obligations to the Board and shareholders, and to make inquiries and decisions on the suitability of CWB's compensation policies and practices. All HR Committee members have significant experience in these areas as senior leaders and directors of other organizations. In particular:

• All members have direct experience in compensation matters as current or former CEOs or executive officers; and

• One member serves as compensation committee member for another public company.

We follow numerous compensation governance best practices, including those described under the heading “Alignment with FSB Principles and Standards” on page 38.

Additional information regarding the HR Committee members is provided in the individual director biographies found in the “Your Director Nominees” section in this Circular.

EXECUTIVE COMPENSATION PHILOSOPHY

Our executive compensation philosophy is based on three guiding objectives:

• Attract and retain competent and motivated individuals who develop and execute our strategic direction, and deliver strong and positive outcomes for our clients, people and investors;

• Align compensation with the achievement of CWB Financial Group's strategic and operational objectives; and

• Align compensation with long-term shareholder interests.

Our executive compensation philosophy is designed to align with our risk appetite, while considering compensation trends and practices in the market. We pursue these guiding objectives through the following key elements of our compensation philosophy:

==> picture [44 x 44] intentionally omitted <==

MARKET COMPETITIVE

• To attract, motivate, and retain talented employees, we offer compensation for executive positions that is competitive in the markets where we compete for talent.

• The market data median is the main reference point used for positioning total compensation for each executive. The HR Committee may determine variances from the median based on individual performance, relevant experience, tenure, internal equity considerations, and retention needs.

• Actual total compensation realized by a NEO in any given year is subject to fluctuation based on CWB’s share price at the time LTIP grants vest or when stock options are exercised, and by STIP and PSU performance/payout factors for awards vesting in a given year. The HR Committee periodically reviews realized total compensation data and compares realized compensation of the CEO over time to compensation reported in the relevant year, as set out in the “Summary Compensation Table” on page 60. In addition, a table showing the actual cash value of compensation paid out and received by NEOs in 2022 and the previous two fiscal years is set out on page 61.

==> picture [44 x 44] intentionally omitted <==

PAY FOR PERFORMANCE

• We provide appropriate annual base compensation commensurate with the responsibilities of the executive, and other compensation elements clearly linked to performance. The CEO’s and other members of the Executive Committee’s respective responsibilities are set out in written position descriptions approved by the HR Committee and the Board.

• Our pay-for-performance approach is designed to motivate employees through short-term and long-term incentives:

• STIP outcomes are based on a combination of achieving corporate financial and operational goals and individual leadership and strategy contributions; and

• LTIP outcomes are based principally on financial and strategic performance leading to value creation for shareholders, and designed to encourage executives to remain with CWB over the long term.

• Our objective is that a significant portion of compensation is “at risk” based on performance; superior performance will result in superior compensation, and capable management is retained.

35 | Canadian Western Bank- Management Proxy Circular

==> picture [45 x 44] intentionally omitted <==

APPROPRIATE DISCRETION

• In accordance with the applicable plans, the HR Committee may exercise considered and informed discretion to adjust STIP and LTIP awards.

• While STIP and LTIP awards are based principally on a formula, the HR Committee has established a set of adjustment principles in assessing performance and payout levels to:

• not reward or penalize management for infrequent and unexpected events that are not within management’s control;

• ensure incentives remain aligned with CWB’s risk appetite, long-term business strategy, and shareholders’ best interests;

• provide flexibility to deal with unexpected events so that appropriately challenging targets can be set, rather than conservative targets that provide allowances for unexpected events;

• help ensure that similar fact patterns are handled consistently; and

• ensure awards are appropriate, taking into account CWB’s performance viewed holistically.

• The HR Committee has the discretion to increase a STIP award for NEOs by an amount not exceeding 50% of the award at target, or to reduce a STIP award to zero.

• Discretion is exercised infrequently, in accordance with established adjustment principles, and only when necessary to recognize exceptional circumstances.

==> picture [45 x 45] intentionally omitted <==

COMPENSATION MIX TARGETS

• Components of each executive's overall compensation vary with the position, based on the position’s ability to impact CWB's success.

• In line with our pay-for-performance approach, a significant portion of each executive's compensation is “at risk” and/or linked to CWB’s share price to ensure that compensation outcomes will align with performance, thereby motivating executives and aligning their interests with the creation of long-term shareholder value, while supporting executive retention.

• Generally speaking, the more senior the position, the greater the executive's total compensation is “at risk” and deferred over time.

• The following charts illustrate the relative proportions of salary, target STIP, target LTIP and “at risk” compensation for NEOs in 2022 (rounded). “At risk” compensation means the portion of each executive’s total compensation that will be affected by CWB’s share price performance and/or the achievement of stated performance objectives.

==> picture [163 x 120] intentionally omitted <==

==> picture [163 x 120] intentionally omitted <==

Canadian Western Bank- Management Proxy Circular | 36

MANAGING COMPENSATION RISKS

COMPENSATION RISKS

We consider the following broad categories of risk in designing and enhancing our compensation structure and policies:

Strategic Alignment Risk

This is the risk that our compensation structure does not encourage behaviour consistent with our strategic direction, risk appetite, and long-term objective to be the best full-service bank for business owners in Canada. We mitigate this risk by ensuring that executives’ performance goals and resulting compensation are aligned with CWB’s strategic direction.

Attraction and Retention Risk

This is the risk that our compensation structure will not attract and retain talented, high-performing individuals. We manage this risk by researching and identifying market practices and trends, and refining our compensation structure to be competitive in the market to appeal to employees and prospective candidates.

Reputation and Ethical Risk

This is the risk that our compensation structure will encourage employees to engage in unethical or illegal behaviour. We manage this risk through the Code, Compensation Recoupment Policy, and other policies, as further discussed below.

HOW RISK AFFECTS COMPENSATION

We believe the alignment of compensation governance practices with risk management principles helps generate long-term shareholder value within an effective risk control environment. We enhance our compensation practices periodically to address changing or emerging risks. To align compensation with time horizon risks and motivate employees to create long-term shareholder value, a portion of variable compensation is deferred. Executive equity-based compensation is awarded annually and vests over time, meaning a portion of compensation is always exposed to future changes in CWB’s share price before it can be realized. Unvested variable compensation is also subject to forfeiture in the event of termination of employment in certain circumstances, as described under the heading “Compensation Recoupment Policy” below. In addition, both the short-term and long-term incentive grants are subject to discretionary adjustments, described earlier, based on the HR Committee’s risk assessment.

KEY RISK MITIGATING POLICIES

Our compensation risk mitigating policies and practices are aimed at ensuring compensation aligns with shareholders’ interests and regulatory guidance, and addresses the compensation risks discussed above.

Compensation	Recoupment Policy
Purpose	• To address situations where employees conduct business activities inappropriately or outside the approved risk limits and tolerances, or
	situations involving fraud or a misstatement of financial results.
Key Features	• In the event of (i) a financial restatement; or (ii) if the individual engages in job-related gross negligence, severe dereliction of duty, fraudulent
	conduct, intentional misconduct, or serious or systemic breach or breaches of the Code; or (iii) a serious breach of any of CWB’s risk
	management policies (particularly including CWB’s Enterprise Risk Management Policy and Enterprise Risk Appetite Policy) or in the HR
	Committee’s reasonable view, if the individual has otherwise engaged in excessive risk taking, the HR Committee may exercise its discretion to:
	- require reimbursement to CWB of any incentive award (i.e., cash bonuses, STIP awards, RSUs, PSU, stock options, etc.) that was paid to the
	individual and any gain realized on the exercise of such incentive award;
	- cancel or amend any unvested incentive award due to the individual; and
	- offset the recoupment of an incentive award amount against current or future incentive awards or other compensation vehicles that are
	not incentive awards.
	• Applies to CWB senior management at the Assistant Vice President level and above.
Share Trading/Hedging/Pledging Restrictions Policy
Purpose	• To maintain the alignment of employee and shareholder interests, and comply with legal requirements.
Key Features	• Prohibits CWB directors and officers from directly or indirectly entering into:
	- short sales or buying or selling a call or a put option in respect of CWB's securities or purchasing financial instruments (including prepaid
	variable forward contracts, equity swaps, collars or units of exchange funds) designed to hedge or offset a decrease in the market value of
	CWB equity securities granted as compensation or held, directly or indirectly, by a CWB director or officer; and
	- non-recourse pledges of CWB securities.

37 | Canadian Western Bank- Management Proxy Circular

Equity Requirement Policy

Purpose

• To align executives’ investment in CWB common shares and common share equivalents with long-term shareholder interests.

Key Features

• Requires officers to maintain ownership levels equal to a multiple of annual salary. The ownership level may be achieved through holding common shares and outstanding RSUs and PSUs. Compliance is assessed annually on October 31st.

• The Executive Committee must hold their minimum shareholdings for a period of six months (and, in the case of the CEO, for another six months in respect of one-half of minimum holdings) should they (a) retire, or (b) unilaterally resign for a reason other than a change of control where the NEO’s position is eliminated or substantially changed, or as required under CWB’s Majority Voting Policy. Mr. Fowler's employment agreement imposes additional requirements, discussed on page 53.

• All employees at the VP levels and higher must invest up to 25% of the net after-tax proceeds of any equity-based compensation realized in a year to purchase common shares if they have not met their minimum equity requirements at the most recently completed anniversary of their appointment.

• Each NEO exceeded their minimum equity requirement as at October 31, 2022.

			Total Value of
		Ownership	Common Shares,	Common Shares,
	Ownership	Requirement	RSUs and PSUs	RSUs and PSUs as a
	Requirement Multiple	($)	Held(1)(2) ($)	Multiple of Salary	Requirement Met
Christopher H. Fowler
President and CEO	5 x annual salary	4,100,000	5,687,022	6.9	✓
R. Matthew Rudd
CFO	1.65 x annual salary(3)	594,000	813,285	2.3	✓
Stephen H.E. Murphy
Group Head, CPW	2 x annual salary	920,400	1,813,612	3.9	✓
Carolyn J. Graham
SEVP	2 x annual salary	762,000	1,916,420	5.0	✓
M. Carolina Parra
CRO	-(4)	-	382,923	1.1	✓

• (1) The value of RSUs, PSUs, and common shares is generally determined based on the common share closing price on the TSX on October 31, 2022 ($23.70 per share), or alternatively valued at the adjusted cost base or grant price of the security, if higher.

• (2) Includes PSUs granted in fiscal 2019, which vested on October 31, 2022.

• (3) Mr. Rudd’s employment agreement provides for an ownership requirement equal to 1.65 times his base salary on October 31, 2022. Effective December 10, 2023, Mr. Rudd’s ownership requirement is equal to 2 times his base salary.

(4) Ms. Parra’s employment agreement provides for an ownership requirement equal to 2 times her base salary by the 5[th] anniversary of her start date, November 15, 2021. As at October 31, 2022, Ms. Parra did not have an ownership requirement. Effective November 15, 2022 Ms. Parra’s ownership requirement is equal to 0.25 times her base salary.

ALIGNMENT WITH FSB PRINCIPLES AND STANDARDS

Our approach to compensation is consistent with the FSB Principles and Standards, which were last updated in 2009, and industry best practices for assessing conduct.

We engage Meridian periodically to complete a risk review of compensation plans at the senior executive level and for all other employees, with a particular focus on alignment with the FSB Principles and Standards. In addition, we complete a risk review whenever introducing a new compensation element, or making material revisions to our compensation program. Based on the most recent review completed in fiscal 2018, Meridian concluded that our compensation programs and policies are in compliance with the FSB Principles and Standards and appropriately mitigate compensation risk. Meridian also concluded that our compensation programs and policies are not reasonably likely to have a material adverse effect on CWB, its business, or its value. Meridian reviews all material new and revised compensation programs annually, to ensure alignment with FSB Principles and Standards continues to be met.

FSB Principle

CWB Alignment

Board actively oversees the compensation system’s design and operation

• The Board establishes our compensation philosophy and structure. • The Chair of the Audit Committee is a member of the HR Committee, the Chair of the HR Committee is a member of the Risk Committee, and the Chair of the Risk Committee is a member of the GCR Committee. In addition, there are a number of cross- committee memberships. These cross-memberships on Board committees support alignment of compensation and risk control principles. • The HR Committee, composed entirely of independent directors: - reviews the compensation structure outcomes to ensure they are consistent with the compensation philosophy; - oversees the hiring, promotion and compensation of executive officers; - ensures effective succession and leadership development planning is in place; - approves and amends material compensation programs; and - determines incentive compensation criteria and allocations. • The HR Committee obtains advice on the components of compensation from an independent compensation consultant and meets_in camera_(without management present) with the independent compensation consultant at each meeting. • The HR Committee meets_in camera_for part of each HR Committee meeting and provides its report_in camera_to the Board. No officers, including the CEO, are present when decisions regarding their compensation are made.

Canadian Western Bank- Management Proxy Circular | 38

FSB Principle	CWB Alignment
Board monitors and reviews the operation of the compensation system	• The HR Committee approves key performance objectives at the beginning of the year, and performance against those objectives is evaluated periodically during and at the end of each year to establish that year’s awards. • The HR Committee periodically engages an independent compensation consultant to review the compensation structure and the executives’ level of compensation.
Employees in financial and risk control functions must be compensated in a manner that is independent of the business areas they oversee	• Compensation for employees in oversight functions (risk, audit, compliance, and finance) is based on enterprise performance and individual performance, and is independent of the results of specific businesses overseen.
Compensation is adjusted for all types of risk	• All executive compensation plans have a discretionary element that permits the HR Committee to consider risk when determining award grants and payouts. • Our STIP and PSU programs include a mix of financial, operational, and strategic performance metrics incorporating both quantitative and qualitative measurements, some of which are assessed in relative performance terms, and some in absolute performance terms. • The HR Committee tests the performance goals for the main STIP metrics in a range of possible scenarios, to ensure that goals are suitably calibrated and appropriately challenging.
Compensation outcomes are symmetric with risk outcomes	• Short-term incentive payouts are subject to maximum percentages of base salary and a minimum of zero. • All employees’ variable compensation may be subject to forfeiture if an employee resigns or is terminated for cause. • Senior managers’ variable compensation is subject to recoupment and forfeiture in the event of (i) a financial restatement; or (ii) if the individual engages in job-related gross negligence, severe dereliction of duty, fraudulent conduct, intentional misconduct, or serious or systemic breach or breaches of the Code; or (iii) a serious breach of any of CWB’s risk management policies (particularly including CWB’s Enterprise Risk Management Policy and Enterprise Risk Appetite Policy) or in the HR Committee’s reasonable view, if the individual has otherwise engaged in excessive risk taking.
Compensation payouts are aligned with the time horizon of risks	• Stock options and PSUs vest after three years and RSUs vest in one-third instalments in each year after they are awarded over a three-year period, ensuring sufficient time for the share price to incorporate the impact of risks taken. • Share ownership requirements for all officers ensure their interests are aligned with shareholders at all times. • The Executive Committee is required to hold their minimum shareholdings for a six-month period post-employment. In addition, the CEO is required to hold one-half of his minimum shareholdings for a further six months, should he (a) retire, or (b) unilaterally resign for a reason other than a change of control where his position is eliminated or substantially changed or as required under our Majority Voting Policy. • Directors and officers are not permitted to use hedging strategies designed to monetize or reduce market risk associated with equity-based compensation or their holdings in CWB securities.
The mix of cash, equity, and other forms of compensation is consistent with risk alignment	• Equity-based compensation as a percentage of total compensation increases with seniority and the authority of individuals to make decisions that could have a material impact on our risk profile.

NON-GAAP FINANCIAL MEASURES

Use of Adjusted Financial Measures in Executive Compensation

Certain non-GAAP financial measures, defined in the “Non-GAAP Measures” section of our 2022 MD&A (dated December 1, 2022), including adjusted EPS and adjusted return on common shareholders’ equity, are used in making executive compensation decisions to set compensation performance measures and to assess performance against those measures. Such financial measures do not have any standardized meaning under GAAP and, therefore, may not be comparable to similar measures presented by other issuers. Adjusted measures used for executive compensation purposes are generally consistent from year to year, are the key metrics we use to analyze our business results against internal budgets and operational plans, and are computed consistently with the same non-GAAP measures in our annual MD&A, except where noted otherwise. Our MD&A provides details and reconciliations of the non-GAAP financial measures we use to the comparable metric computed in accordance with IFRS. The Audit Committee recommends the annual MD&A, including the non-GAAP measures, to the Board for approval. We believe these measures provide readers the ability to better understand and analyze trends related to profitability and the effectiveness of our operations and strategies, and aligns to how management assesses performance. Adjustments relate to items which we believe are not indicative of underlying operating performance, and therefore, provide a more useful measure for executive compensation metrics.

In fiscal 2022, the non-GAAP financial measures of adjusted EPS, adjusted return on common shareholders’ equity, and efficiency ratio were used in the STIP and/or PSU plans and were consistent with the same adjusted measures discussed in our MD&A, unless stated (see Performing Loan Provision for Credit Losses below). The HR Committee reviewed those definitions when it approved the STIP and PSU plan designs for the fiscal 2022 awards.

Other performance measures used in the STIP and PSU programs in fiscal 2022 included employee engagement, client satisfaction, relative TSR, and strategic and/or operational objectives, which do not rely on financial data.

39 | Canadian Western Bank- Management Proxy Circular

Performing Loan Provision for Credit Losses

CWB uses the expected credit loss framework under IFRS 9 which requires the recognition of expected credit losses on performing loans, i.e., those loans that are not impaired. Estimated expected credit losses under IFRS 9 requires significant management judgment, and is a more volatile measure compared to accounting methods used prior to the adoption of IFRS 9 by CWB, particularly during periods of economic uncertainty. Starting in fiscal 2021, the performing loan provision for credit losses was excluded from all relevant compensation metrics used in STIP and LTIP (including all outstanding PSUs), regardless of whether the impact was positive or negative to financial results, removing any potential incentive for management to apply judgment in estimating the performing loan provision in a manner that could affect STIP and LTIP results.

INDEPENDENT ANALYSIS FROM EXTERNAL COMPENSATION CONSULTANT

The HR Committee benefits from the advice of an external independent compensation consultant with executive compensation expertise. The HR Committee has retained Meridian since 2015 for support on executive compensation matters. Meridian has advised the HR Committee that it has no connections to HR Committee members or management that could compromise its independence, and it maintains policies and procedures designed to prevent conflicts of interest.

In 2022, Meridian performed the following services for the HR Committee:

• Reported periodically on compensation trends, incorporating data from our peer group as well as from other Canadian financial services companies, and legislative and regulatory changes and included a recap of proxy advisor findings on our compensation program;

• Reviewed and provided observations on performance measures, goals, adjustments, and ranges in the STIP program;

• Provided observations on CWB’s compensation recoupment policy;

• Provided benchmark compensation market data, and observations on compensation arrangements, for senior executives;

• Provided observations on the HR Committee’s mandate;

• Independently verified management’s PSU payout calculations for the fiscal 2019 grants that vested on December 15, 2021; and

• Reviewed the fiscal 2021 Circular.

The Chair of the HR Committee oversees any services provided by Meridian to the HR Committee, and is consulted about any services proposed to be provided by Meridian to CWB management prior to their engagement. This allows the HR Committee to consider whether Meridian’s ability to act as an independent compensation consultant to the HR Committee may be compromised. In 2022 and 2021, Meridian did not provide any services to CWB management.

The aggregate fees billed by Meridian over the past two years follow:

Year Ended October 31, 2022(1) ($)	Year Ended October 31, 2021(1) ($)
Executive and director compensation related fees 105,417	84,711
All other fees -	-
Total 105,417	84,711

(1) Fees include all applicable taxes.

COMPENSATION DECISION-MAKING PROCESS

Compensation decisions are guided by our compensation philosophy and principles as described on page 35, and Meridian’s analysis, as described above and on page 41. The following illustration sets out the HR Committee’s compensation decision-making process:

==> picture [522 x 70] intentionally omitted <==

1. ESTABLISH TARGET COMPENSATION

The CEO recommends to the HR Committee the level and form of compensation targets for the executive officers, other than the CEO. The HR Committee has full discretion to adopt or alter the CEO’s recommendations, and engages its external compensation consultant to assist in evaluating the recommendations. The target compensation mix and aggregate compensation package for each NEO is positioned near the median range of the comparator market compensation data, unless the HR Committee determines that a variance from the median range is warranted based on factors such as individual performance, relevant experience, tenure, internal equity considerations, and retention needs.

Canadian Western Bank- Management Proxy Circular | 40

Selection of Comparator Peer Group

To ensure compensation competitiveness, the HR Committee regularly evaluates overall executive compensation against a peer group of Canadian organizations that are of comparable size and complexity to CWB.

Meridian periodically assists in the review and determination of a comparator peer group. In 2022, the HR Committee retained Meridian to conduct a review of the peer group used for executive compensation benchmarking. As a result of this review, the HR Committee, after consulting with Meridian, confirmed the following selection criteria and peer group:

Peer Selection Criteria

• Canadian public companies in the financial sector.

• Financial parameters were used to narrow the field of peers:

• Total company assets was the main screening measure; candidates would ideally have assets between 0.33x and 3x the total assets of CWB, although out-of-range peers were also considered.

• Revenue and market capitalization were used as secondary measures, also with a range between 0.33x and 3x.

• Reviewed additional factors, such as business descriptions and geographic location for business similarities and direct talent competitors.

• Considered CWB’s existing compensation benchmarking peers (e.g., companies viewed as significant competitors for business) and to the peer groups used by certain other companies in the Canadian financial sector.

Comparator Peer Group for Overall Compensation Benchmarking

• ATB Financial

• CI Financial Corp.

• Definity Financial Corporation

• ECN Capital Corp.

• E-L Financial Corporation Limited

• EQB Inc.

• First National Financial Corporation

• Home Capital Group Inc.

• HSBC Bank Canada

• iA Financial Corporation Inc.

• IGM Financial Inc.

• Intact Financial Corporation

• Laurentian Bank of Canada

• • TMX Group Limited

Compensation Benchmarking and Assessment

The HR Committee reviews and benchmarks total compensation for our executives against the comparator peer group to ensure we provide competitive compensation.

There are no Canadian publicly traded financial institutions of a similar size with a similar business mix and geographic focus as CWB. As a result, the HR Committee also uses executive compensation survey data to help determine base salary, incentive compensation, and total compensation for senior executives. The benchmarking data, along with other relevant factors such as internal equity, are used to develop a target compensation mix and an aggregate compensation package for each executive position in the median range of the comparator market compensation data. Throughout the compensation benchmarking and assessment process, the HR Committee engages and receives expert advice from its independent compensation consultant who provides competitive data and market trends, and the HR Committee may consider management recommendations.

2. SET CWB AND INDIVIDUAL PERFORMANCE OBJECTIVES

The HR Committee establishes financial and non-financial performance objectives for compensation purposes. Financial and operational performance objectives are based on Board-approved medium-term financial and operational performance targets. Non-financial performance objectives include specific strategic initiatives and leadership objectives, focused on delivering strategic results that are best for people, best for clients and best for investors. For example, our ESG approach forms part of the executive compensation metrics, integrating categories such as client satisfaction and employee engagement into executive LTIP and STIP qualitative performance factors, and diversity metrics and implementation of ESG strategy into the CEO and CFO STIP qualitative performance factors, respectively. The HR Committee sets target compensation levels for each executive officer based on the benchmarking and assessment process described above. In addition, the CPCO and the external compensation consultant support the HR Committee and provide relevant market data and other information as requested to inform the HR Committee’s deliberations.

3. EVALUATE PERFORMANCE AGAINST OBJECTIVES

Following the end of the fiscal year, the CEO provides the HR Committee with his assessment of executive officer performance and provides recommendations regarding incentive compensation awards. The CEO also performs a self-assessment of his own performance. The HR Committee then considers CWB’s performance by reference to key financial and operational performance metrics, as well as individual executive officer performance on strategic initiatives and leadership objectives.

4. DETERMINE PERFORMANCE-BASED COMPENSATION AWARDS

Based on the achievement of specified financial and operational performance metrics and individual performance objectives, the HR Committee determines the appropriate STIP compensation to be awarded to each executive officer for that fiscal year. The HR Committee also determines the amount of the LTIP pool for the next fiscal year. The HR Committee exercises appropriate discretion to adjust incentive compensation as described under the heading “Executive Compensation Philosophy” on page 35.

41 | Canadian Western Bank- Management Proxy Circular

ELEMENTS OF TOTAL COMPENSATION

Total compensation for CWB executives includes the following elements:

1. Base Salary

2. Short-Term Incentive

3. Long-Term Incentive

4. Stock Options

5. PSUs

6. RSUs[(1)]

7. Benefits and Perquisites

A summary of the different compensation elements follows:

	Component	Purpose Form Performance Period	Pay at Risk Profile
Direct Compensation
Fixed	Base Salary	Compensates executives for the leadership and specific skills needed to fulfil their responsibilities Cash 1 year	Not at risk
Variable	Short-Term Incentive	Rewards executives for creating shareholder value and achieving specific short-term performance objectives Cash 1 year	At risk
	Long-Term Incentive	Links the executives’ and shareholders’ interests by rewarding executives for share price appreciation, relative TSR, achieving certain financial results, and achieving strategic initiatives RSUs(2) PSUs(3) Stock Options(4) 3-7 years	At risk
Indirect Compensation
	Retirement Benefits, ESPP, Group Benefits, and Perquisites	Invests in employee health and well-being, and provides funding for income at retirement Group RRSP, Supplemental Retirement Plan, and ESPP Ongoing	Not at risk

(1) As of fiscal 2021, RSUs were generally no longer granted to NEOs as part of total executive compensation, except for special recruitment/retention purposes. See page 50 for further information.

• (2) Vest and pay out in cash rateably as of each of the first, second and third anniversaries of the grant date.

(3) Vest and pay out in cash as of the third anniversary of the grant date.

(4) Vest on and exercisable from the third anniversary of the grant date. Outstanding stock options expire on the seventh anniversary of the grant date.

The following section provides a further description of each of the elements of compensation.

1. BASE SALARY

Base salary is used to provide a level of income certainty, and to attract and retain employees. Base salary reflects market competitiveness, individual performance, tenure, and internal equity. We generally increase base salary annually within a range provided to all our employees. Additional increases beyond this percentage may be made to reflect additional responsibilities assumed by the executive, to reflect the executive’s expanded oversight responsibilities associated with business growth, or to bring an executive's base salary within the median range of the comparator market compensation data.

Canadian Western Bank- Management Proxy Circular | 42

2. SHORT-TERM INCENTIVE

Short-Term Incentive Program (STIP)

• Purpose • Our STIP is designed to motivate and reward our employees for achieving corporate financial and operational objectives, and for individual accomplishments in a given year.

• Form of Award • Annual bonus, paid in cash after the end of the fiscal year. STIP Award • The STIP award in a year may vary between zero and 150% of the STIP target, depending on performance relative to financial and operational Determination performance metrics and individual performance goals. • The STIP award is based on (1) Base Salary; (2) the STIP target; and (3) the performance multiplier determined by two core components (financial and operational performance, and individual performance): 1. STIP target is established as a percentage of base salary, which generally increases with the executive’s seniority

	Fiscal 2022 STIP Target
President and CEO	100% of Base Salary
Group Head, CPW	80% of Base Salary
All other NEOs	75% of Base Salary

1. Performance Multiplier is based on two core components

i. Financial and Operational Performance (70% Weighting) ii. Individual Performance (30% Weighting)

• At the beginning of each fiscal year, the HR Committee sets performance goals using specific financial and operational performance metrics. Interim performance against these goals is reviewed periodically over the course of the fiscal year.

• At the end of each fiscal year, the HR Committee reviews our financial and operational results and discusses performance against the target metrics with the CEO.

  • At the beginning of each fiscal year, the CEO establishes, and the HR Committee approves, specific strategic and leadership objectives for each NEO.

  • Individual performance progress is assessed regularly.

  • The HR Committee reviews the CEO’s achievements against his strategic and leadership objectives and the CEO’s assessment of the performance of each of his direct reports, including the other NEOs.

• These metrics are used to calculate 70% of the STIP • These individual goals are used to calculate 30% of the performance multiplier. STIP performance multiplier.

• The HR Committee establishes STIP performance goals and targets after considering expectations regarding the external business environment (GDP growth, expected interest rates, regulatory and other changes) and internal factors such as the operating budget for the year.

• How STIP Awards • The following chart shows how STIP awards are calculated for NEOs: are Calculated

==> picture [343 x 144] intentionally omitted <==

• For illustrative purposes, the CEO’s STIP award calculation for fiscal 2022 is shown below:

==> picture [441 x 31] intentionally omitted <==

==> picture [363 x 6] intentionally omitted <==

----- Start of picture text -----

(1) Performance multiplier equal to 84% (rounded) consisting of 50.1% of the 70% available (72% of target) for financial and operational performance and 34% of the 30% available
----- End of picture text -----

  - (113% of target) for individual performance.

• Other • The HR Committee understands that strict adherence to formulas for determining the annual performance incentive may lead to unintended Discretionary consequences and not be aligned with creating long-term shareholder value, particularly in a rapidly changing environment. Adjustments • Accordingly, the HR Committee may exercise appropriate discretion to adjust STIP awards based on adjustment principles adopted by the HR Committee, as described under the heading “Executive Compensation Philosophy” on page 35.

• Although the HR Committee may reduce a calculated award to zero, the HR Committee may not increase a calculated award by an amount exceeding 50% of the NEO’s target award level.

43 | Canadian Western Bank- Management Proxy Circular

Fiscal 2022 STIP Award

Details of the metrics related to CWB’s financial and operational performance and their relative weightings for the 2022 STIP awards are set out below.

Against ongoing challenges in a volatile operating environment, CWB’s performance on the 2022 STIP financial and operating performance goals came in at 71.5% of target (or 50.1% out of the 70% weighting allocated to financial and operational performance). While our client satisfaction metric resulted in below target performance, our Voice of the Client Research Program indicates that we have maintained a very strong NPS for business and personal clients, and in an challenging operating environment in which the industry has witnessed sharp decreases in NPS, we have experienced less severe downward movement on our NPS relative to our Largest Canadian Banks peer group, with our performance at above the peer group average.

The HR Committee considered whether it was appropriate to make adjustments to the calculated result of the STIP quantitative metrics and determined that no adjustments were required. The qualitative component for individual NEO performance was generally awarded at or above target, reflecting strong strategic progress in a difficult environment.

environment.
Measure	NEO 2022 STIP Quantitative Metrics Target	Component Weight with Performance at Target	2022 Quantitative Performance
Adjusted EPS(1)	$3.77	30%	$3.72
Adjusted return on common shareholders’ equity(1)	10.9%	10%	11.1%
EfficiencyRatio(1)	50.4%	10%	51.5%
Employee engagement(2)	Maintain	10%	Above target
Client satisfaction(3)	Maintain	10%	Below target
Total and Resulting Award		70%	71.5% of target

(1) Non-GAAP measure. See page 39 of this Circular for more details. Disclosure of adjusted measures and other non-GAAP measures can be found on in the Non-GAAP Measures section of our 2022 MD&A.

• (2) Employee engagement is measured based on the Great Places to Work[TM] Trust Index.

(3) Client satisfaction is based on our Net Promoter Score (NPS). NPS measures customer loyalty by asking how likely a customer would be to recommend the company. NPS is calculated as the total percentage of survey respondents who report a strong likelihood that they would recommend the company or its products to others (advocates), minus the percentage of respondents reporting that they are unlikely to recommend the company or its products to others (detractors). We engage a third party to survey customers and calculate our NPS.

3. LONG-TERM INCENTIVE

Long-Term Incentive Program (LTIP)

• Purpose • The LTIP is designed to attract, motivate, reward and retain employees by aligning our leaders’ interests to create medium- and long-term shareholder value, build a successful and sustainable business, and execute on our strategic direction.

• Form of Award • The LTIP consists of awards under the SIP, the RSU Plan and the PSU Plan, each of which is discussed in greater detail below. • Amendments to any of the Plans must be approved by the HR Committee.

• Grant • Each December, the HR Committee determines the annual aggregate value of LTIP awards for all Participants, including the total value of individual Determination grants to be awarded to the NEOs for that fiscal year (i.e., in December 2021, grants were awarded for the 2022 fiscal year). • In determining grants under the LTIP, grants are generally set at “target” levels with potential adjustments to these target values made on a caseby-case basis by the HR Committee, in its judgment, to address performance considerations or other exceptional circumstances.

• • Grants are not influenced by previous grants made to an executive.

• Payouts • The payout values of all stock options, RSUs, and PSUs are based on share price performance, aligning management and shareholder interests.

• In addition, payout values for PSUs are based on achievement of performance against financial and strategic objectives established at the date of each grant.

• The LTIP grant target values for the NEOs for fiscal 2022, together with the grant allocation between PSUs (75% of total LTIP) and stock options (25% of total LTIP), follow:

	LTIP Value Target	LTIP Allocation(1)	LTIP Allocation(1)
		PSUs	Stock Options
President and CEO	145% of Base Salary(2)	108.75%	36.25%
All other NEOs	100% of Base Salary	75%	25%

(1) As of fiscal 2021, RSUs were generally no longer granted as part of total executive compensation, except for special recruitment/retention purposes.

(2) The fiscal 2023 LTIP target the for President and CEO will increase to 170% of base salary.

Share Incentive Plan(SIP)	Share Incentive Plan(SIP)
Overview All figures current to October 31, 2022	Plan Category The SIP is an equity compensation plan approved by shareholders.
	Eligibility Officers (a CEO, Chief Operating Officer, CFO, president, an executive vice president, a vice president, an assistant vice president, a treasurer, or an assistant treasurer, or any individual who performs a similar function) and employees of CWB Financial Group are eligible for grants under the SIP. The SIP does not limit insider participation.
	Plan Maximum A maximum of 16,932,000 common shares may be issued under the SIP, subject to adjustment for a stock dividend, split, consolidation, or other change to the structure of CWB’s common shares. The SIP does not provide for a maximum number of common shares which may be issued to a Participant pursuant to the SIP (expressed as a percentage or otherwise).

Canadian Western Bank- Management Proxy Circular | 44

Share Incentive Plan (SIP)

Overhang (number of stock options	6,124,606 common shares, representing 6.49% of all issued and outstanding common shares.
reserved for issuance plus stock options
outstanding)
Dilution (number of stock options	1,871,717 common shares, representing 1.98% of all issued and outstanding common shares.
outstanding and not exercised)
Number of Securities to be Issued Upon	Given the mandatory “Cashless Settlement of Stock Options” described below, if all outstanding stock
Exercise of Outstanding Stock Options	options (vested and unvested) were exercised at the October 31, 2022 share price, 26 common shares
	would be issued.
Weighted Average Exercise Price of	$31.63
Outstanding Stock Options
Number of Securities Remaining Available	4,252,889 common shares are available for issuance under future grants, representing 4.51% of all
for Future Issuance	issued and outstanding common shares.
Stock Options Issued in 2022	363,378 stock options were issued in fiscal 2022, representing 0.39% of all issued and outstanding
	common shares.

	2022 2021 2020 Burn rate (the number of stock options issued each year, expressed as a percentage of the weighted average number of issued and outstanding common shares for the relevant fiscal year) 0.40% 0.41% 0.47%
Grant Determination • The estimated value of a stock option on a grant date is determined using a binomial stock option pricing model. The applicable allocation (based on a percentage of base salary as shown on the table on page 44) is then divided by the stock option value to arrive at the number of stock options that will be granted to the executive.
Exercise Price • All outstanding stock options have an exercise price equal to the weighted average trading price of CWB's common shares on the TSX on the grant date and the four trading days immediately preceding the grant date. The SIP provides that the exercise price of a stock option cannot be less than this price.
Term • The SIP permits stock options to be granted with a term of up to eight years. Stock options expire on the seventh anniversary of the grant date. • A stock option's term is extended by up to ten trading days following a blackout period should it otherwise expire during, or immediately after, a blackout period.
Vesting • All outstanding stock options vest three years after they are granted. The HR Committee has the authority to set the date at which stock options vest and to accelerate the time at which any stock option vests.

• Upon a change of control, stock options vest immediately if both of the following conditions are met: (i) the stock option holder’s employment is eliminated or substantially changed, and (ii) the stock option holder ceases to be an employee of CWB Financial Group within 18 months of the change of control.

• The following describes how stock options are affected by a holder's resignation, termination, death or retirement:

	Unvested Stock Options	Stock Options Vested but Unexercised
Resignation	Forfeited	Must be exercised by the earlier of the original expiry date and 90 days from the date of resignation.
Termination (with cause)	Forfeited	Must be exercised by the earlier of the original expiry date and 30 days from the date of termination.
Termination (without cause)	Forfeited	Must be exercised by the earlier of the original expiry date and one year from the date of termination.
Death	Vest immediately	Must be exercised by the earlier of the original expiry date and two years from the date of death.
Retirement (as defined in the SIP)	Vest on the original vesting date and must be exercised by the original expiry date	Must be exercised by the original expiry date.

• Assignment • No stock option is assignable other than by will or the laws of descent and distribution, or pursuant to a qualified domestic relations order.

45 | Canadian Western Bank- Management Proxy Circular

Share Incentive Plan (SIP)

• Cashless • In order to reduce dilution, all exercises of stock options must be settled under the cashless settlement method. The cashless settlement method Settlement of allows for the value of stock options at the time of exercise to be settled by exchanging the stock options for “Substituted Rights” and the Stock Options immediate conversion of those rights into common shares. • As the number of stock options exercised under the cashless settlement method always exceeds the number of common shares issued, the excess is returned to the pool of common shares reserved for issuance under stock options.

• Under the cashless settlement method, the number of shares to be issued is determined by the following formula: - “Current Price” means the closing price of CWB common shares on the TSX on the date the notice of exchange is delivered to CWB. - “Exercise Price” means the exercise price of the stock options.

• Amendments • The Board may amend the SIP without shareholder approval for certain types of amendments, including amendments to the vesting provisions and amendments necessary to comply with applicable law.

• • The following types of amendments to the SIP require shareholder approval: - amendments to the number of common shares issuable under the SIP, including an increase to a fixed maximum number of common shares or a change from a fixed maximum number of common shares to a fixed maximum percentage;

• • any amendment that reduces a stock option’s exercise price or purchase price; - any amendment extending a stock option’s term beyond its original expiry date, except as otherwise permitted by the SIP; - adoption of any stock option exchange involving the cancellation and reissuance of stock options;

• an amendment which would permit stock options to be transferred or assigned to an arm's-length third party who is not an associate, affiliate, or legal representative of the stock option holder;

• • any amendment that expands Participants to include non-employee directors; and - amendments that must be approved by shareholders under applicable law (including, without limitation, the TSX rules, regulations, and policies).

Performance Share Unit (PSU) Plan

• Overview • PSUs granted under the PSU Plan are bookkeeping entries credited to an account created for each Participant. • Each PSU represents a unit with an underlying value equivalent to the value of one CWB common share, subject to adjustment by the performance multiplier.

• • Notional dividends accrue to the PSU holder and are converted on the dividend date into additional PSUs that vest in accordance with the respective grant.

• Grant • On the grant date for PSUs, the value of the applicable allocation (based on a percentage of base salary as shown on the table on page 44) is Determination divided by the weighted average trading price of one CWB common share on the grant date and the four trading days preceding the grant date to arrive at the number of PSUs granted to the executive.

• Vesting • PSUs vest on a date specified by the HR Committee at the date of grant, typically three years but in no event later than December 31 of the third year after the grant.

• • If a Participant ceases to be an employee before a PSU's vesting date by reason of death or retirement, then the PSUs will vest in accordance with the terms of the PSU Plan as if the Participant was an employee on the PSU vesting date.

• • Subject to Board discretion, if a Participant's employment ceases for any reason other than death or retirement, all of the Participant's unvested PSUs are cancelled and no compensation is paid for those PSUs.

• • Upon a change of control, PSUs vest immediately if both of the following conditions are met: (i) the Participant’s office or position is eliminated or substantially changed, and (ii) the Participant leaves the employment of CWB Financial Group within 18 months of the change of control.

• • In the event of accelerated vesting on a change of control, the performance will be calculated as at the date of the accelerated vesting and compared to the targets to determine the awards to be paid.

• Payout • Upon completion of the vesting period associated with granted PSUs, a performance multiplier is calculated based on performance over the period relative to performance goals, and then applied to the PSUs originally granted such that the total monetary payout per PSU that vests may be greater or less than the value of a CWB common share. For grants up to and including fiscal 2020, the maximum possible performance multiplier is 200% and the minimum is 0%. For grants made at the beginning of fiscal 2021 forward, the maximum possible performance multiplier is 150% and the minimum is 50% (subject to HR Committee discretion over final award multipliers).

• The value of each common share underlying the value of a PSU on the vesting date is based on the average of the weighted average trading price of the common shares on the TSX on the vesting date of the PSU and the four trading days preceding the vesting date of the PSU. The value of each vested PSU is paid to Participants, in cash, no later than 60 days after vesting.

==> picture [445 x 49] intentionally omitted <==

Canadian Western Bank- Management Proxy Circular | 46

Details of PSU Grants Outstanding in Fiscal 2022

2019 PSU Grant

Performance Multiplier

PSUs granted in fiscal 2019 vested in fiscal 2022. For these PSUs, the performance multiplier included the following components: 30% based upon overall three-year relative TSR; 30% based upon the compound annual growth rate in adjusted EPS[(1)] , and the remaining 40% based on the achievement of specified strategic initiatives.

==> picture [178 x 119] intentionally omitted <==

Three-year relative TSR

We compared the TSR of CWB common shares over the three-year performance period against the TSRs of a basket of performance comparators during the same performance period. We calculated TSR using the weighted average trading price of common shares on trading days beginning on December 1 and ending on December 15 in the year of vesting. The peer group for determining relative TSR to calculate the PSU performance multiplier for fiscal 2019 grant follows:

PSU Peer Group for Determining Relative TSR	PSU Peer Group for Determining Relative TSR
Comparator	Weighting
S&P/TSX Capped Financials Index Return	3x
EQB Inc.	1x
Home Capital Group Inc.	1x
IGM Financial Inc.	1x
Laurentian Bank of Canada	1x
National Bank	1x

Our performance was measured as a percentile of the peers’ performance and the multiplier applied was equal to double the percentile rank of our performance, such that at the 50[th] percentile, the multiplier is equal to 100% for this metric. However, if CWB share price performance ranked below the 25[th] percentile amongst our peers, the multiplier would be set at 0% for the TSR component. In addition, in the event that CWB shares deliver a negative TSR over the performance period, the multiplier would be capped at a maximum of 100%.

Compound Annual Growth in Adjusted EPS

We measured the compound annual growth rate in adjusted EPS[(1)] component over the three-year performance period. As discussed on page 40, at the time of the grant, CWB had adopted the IFRS 9 framework, and the impact of the performing loan provision was included in the PSU metric of three-year compound growth in adjusted EPS.

At the time of the grant, performance goal ranges were established based on our medium-term performance target ranges, which provide for 0% payout if no growth was achieved, 100% if target performance was achieved, and up to a maximum of 200% for superior performance achieved, with interpolation between these points.

Strategic initiatives

We determined the strategic initiatives component by analyzing CWB performance against the medium-term strategic initiatives set at the time of grant, consistent with our strategic direction. We established a performance rating scale to assess the degree of goal attainment on each strategic initiative. The PSU performance multiplier for the strategic initiatives component was:

Comparator	Performance Multiplier
Exceptional Performance	150-200%
Above Expectations	110-150%
Meets Expectations	90-110%
Below Expectations	0-90%
Unsatisfactory	0%

At the end of the performance period, the HR Committee evaluated management’s performance on each strategic initiative and determined the appropriate performance multiplier.

(1) Non-GAAP measure. See page 39 of this Circular for more details. Disclosure of adjusted measures and other non-GAAP measures can be found in the Non-GAAP Measures section of our 2022 MD&A.

47 | Canadian Western Bank- Management Proxy Circular

Results

The PSUs granted in fiscal 2019 vested on December 15, 2021, and were paid out with an overall performance multiplier of 88% (rounded). Our performance results for each performance metric of the 2019 PSU grant, the resulting performance multipliers and the weighted performance factors follow. A more detailed overview of the strategic initiatives can be found on page 51 of our 2021 Management Proxy Circular.

	CWB TSR		CWB		Weighted
	Percentile Relative	CWB	Performance		Performance
	to Peer Group	Performance	Multiplier	Weight	Factor
Cumulative Three-Year TSR	13th	55.1%	0%	30%	0%
Three-Year Compound Growth in Adjusted EPS(1)		6.2%	89%	30%	26.7%
Strategic Initiatives			153.8%	40%	61.5%
Overall Performance Multiplier(potential of 0% - 200%)					88%

(1) Non-GAAP measure. See page 39 of this Circular for more details. Disclosure of adjusted measures and other non-GAAP measures can be found in the Non-GAAP Measures section of our 2022 MD&A.

2020 PSU Grant

The PSUs granted in fiscal 2020 were structured similarly to those granted in fiscal 2019, other than the changes that were made to the relative TSR component of the PSUs (as outlined below) to better align with market practice, broaden the comparison of performance to additional companies with similar historic share price movements, and to reduce the likelihood that relative performance outcomes could be unduly affected by performance comparisons against a peer group with only a small number of companies. The changes to the TSR component applied to all subsequent PSU grants.

2020 PSU Changes
Performance Cycle	Begins on November 1, 2019 and ends on October 31, 2022, aligning the measurement period with our fiscal year. Calculated using a
	30-day volume weighted average price (VWAP) (calendar, not trading), ending on October 31.
Performance Peer Group	Performance is measured against the constituents of each of the S&P/TSX Capped Financials Index and the S&P Canada Small Cap Index.
	Companies in the S&P Canada Small Cap Index operate in similar markets and have similar market capitalization and share price volatility
	characteristics as CWB, while companies in the S&P/TSX Capped Financials index include CWB’s closest business peers and other capital
	market peers in the financial services sector. These indexes replace the former PSU peer group shown on page 47.
Benchmark TSR Calculation	TSR calculated independently for each index weighted as follows:
	• 60% S&P/TSX Capped Financials Index
	• 40% S&P Canada Small Cap Index
Performance Multiplier	Performance multiplier will be calculated according to the following schedule, with linear interpolation determined between the
	percentile ranks shown below:
	CWB’s TSR Ranking Performance Multiplier
	Below 25thPercentile 0%
	25thPercentile 50%
	Median 100%
	80thPercentile and above 200%

Results

The PSUs granted in fiscal 2020 vested on October 31, 2022, and were paid out with an overall performance multiplier of 85% (rounded). Our performance results for each performance metric of the 2020 PSU grant, the resulting performance multipliers and the weighted performance factors follow:

	CWB TSR		CWB		Weighted
	Percentile Relative	CWB	Performance		Performance
	to Peer Group	Performance	Multiplier	Weight	Factor
Cumulative Three-Year TSR(S&P/TSX Capped Financials) 1st		-23%	0%	18%	0%
Cumulative Three-Year TSR(S&P Canada Small Cap) 21st		-23%	0%	12%	0%
Three-Year Compound	**Growth in Adjusted EPS1 **	6%	81%	30%	24%
Strategic Initiatives			152%	40%	61%
	• Continued to put in place the key products, services, structures, and people	management
	practices to improve our client experience, broaden client relationships, and expand brand
	awareness with our target mid-market commercial client.
	• Made strong progress growing full-service business relationships and franchise deposits, and
	excellent progress in our Ontario expansion, including strong momentum through the opening
Strengthen Client Relationships	of our Mississauga Banking Centre. • Opened our second full-service Ontario banking centre in Markham. • Significantly strengthened our position in Central/Eastern Canada through our Wealth acquisition, while enhancing our full-service offering and experience through the addition of		175%	13%	23%
	complex financial planning.
	• Continued to enhance our Voice of the Client Research Program and maintained very strong
	NPS for business and personal clients.
	• Strengthened CWB’s brand across Canada through targeted campaigns and enhancements in
	how we leverage digital and social media to reach our target clients in a compellingmanner.

Canadian Western Bank- Management Proxy Circular | 48

	CWB TSR	CWB		Weighted
	Percentile Relative CWB	Performance		Performance
	to Peer Group Performance	Multiplier	Weight	Factor
	• Achieved greater representation of designated groups in our workforce and leadership ranks,
	supported by our_People first_approach, which expanded resources and support, and investment
	in people, culture and team member experience.
Destination for Talent	• Significantly improved our leadership depth and effectively navigated senior leadership transitions. • Successfully introduced Flexible Work Arrangements in response to changing employee	180%	13%	23%
	expectations and workplace trends.
	• Achieved certification from Great Place to Work Canada® in all three performance years, and
	improvement on the Best WorkplacesTMlist from #41 to #20 in fiscal 2022.
	Capital Transformation (AIRB)
	• Following OSFI’s decision to pause our application and require resubmission, we restructured
	our team, conducted an in-depth review, and launched an AIRB program to remediate OSFI’s
	observations. We have achieved several key milestones since the introduction of the
	program, which has the dual objectives to achieve AIRB approval and ensure CWB’s long-
	term sustainability as a model-enabled bank. We have materially completed the
	development of revised AIRB tools, incorporating targeted enhancements and the final 2023
	Capital Adequacy Requirement guidelines. Next year, we will commence integration of our	70%	7%	5%
	revised AIRB tools into our business processes and data. Once our AIRB tools have been
	successfully implemented across the business, we will operate them for a sufficient period
	of time to support a successful resubmission of our application.
	• The delay in our AIRB approval has had a direct negative impact on our profitability in the
	near-term. We have incurred incremental capital and net interest expense investments from
	the work under the program to redevelop our AIRB tools and processes. However, the
	enhancements we have been implementing will ensure we embed AIRB tools and processes
	and our capabilities fully support a sustainable model-enabled bank, prior to resubmitting
	our application to OSFI.
Create	Other Transformations (Funding, Funds Transfer Pricing, Geographic Diversification, Technology
Shareholder	Transformation)
Value	• Continued to make strong progress on geographic diversification across our national
	footprint.
	• Focus on general commercial lending has resulted in this segment outpacing our other loan
	segments and driving full-service client growth.
	• Successfully funded all business growth and significantly improved our funding sources and
	diversification. Our branch-raised deposit growth momentum improved significantly,
	outpacing total loan growth and leading to a reduction in our broker-deposit reliance.
	• Expanded our accessibility across capital markets instruments by issuing inaugural non-	140%	7%	10%
	viability contingent capital sub-debt, limited recourse capital notes, and initiating our At-the-
	Market offering program.
	• Materially progressed or completed several key deliverables centered on increasing the
	efficiency and scalability of our business, including credit support.
	• Achieved substantive risk management transformation, including ongoing full
	implementation of our three lines of defense framework. We have built a more operationally
	resilient and scalable organization, positioning us well to navigate through recessionary
	conditions, should they arise.
	• Increased our focus on sustainability to ensure we meet the evolving expectations of our
	stakeholders with an approach that drives value for our people, clients and investors.
	Published our inaugural SustainabilityReport in March 2022.
Overall Performance	Multiplier(potential of 0% - 200%)			85%

2021 PSU Grant

The HR Committee approved changes to the PSU Plan in fiscal 2021. These changes moved our PSU Plan more in line with those of the Largest Canadian Banks, and other companies in our executive compensation peer group, supporting the attraction and retention of key executives. The changes to the PSU Plan are culturally aligned with CWB’s prudent risk culture, with less downside risk and upside opportunity than previous PSU grants, while still driving differentiated pay for performance outcomes. Additionally, as discussed on page 40, the performing loan provision was excluded from all relevant compensation metrics used in STIP and LTIP (including all outstanding PSUs). The changes to the PSU Plan applied to PSUs granted in fiscal 2021, and going forward.

2021 PSU Changes

2021 PSU Changes
Performance Range	The PSUs have a performance payout range of 50-150%. The HR Committee may reduce payouts to 0% if it determines that CWB’s
	performance, viewed holistically, warrants such an action.
Three-year Compound Growth	Reduced the number of different performance measures to simplify the plan. Strategic initiatives remain a 40% weighting, and EPS
in Adjusted EPS Eliminated	remains a significant metric in the STIP.
Relative TSR Weighting	The increased weighting on relative TSR further aligns executive pay with the shareholder experience.
Increased from 30% to 60%

49 | Canadian Western Bank- Management Proxy Circular

2021 PSU Changes

TSR Performance Multiplier Performance multiplier is calculated according to the following schedule, with linear interpolation determined between the percentile Narrowed ranks shown below.

CWB’s TSR Ranking	Performance Multiplier
25thPercentile and below	50%
50thPercentile	100%
80thPercentile and above	150%

However, if CWB delivers negative TSR during the performance period but is ranked above the 50[th] percentile, the performance multiplier will be reduced to 100%.

Strategic Initiatives	Performance multiplier is calculated according to the following schedule, with linear interpolation determined between the percentile
Performance Multiplier	ranks shown below.
Narrowed

Assessment of Goal Attainment	Performance Multiplier
Exceptional Performance	125 – 150%
Above Expectations	105 – 125%
Met Expectations	95 – 105%
Below Expectations	50 – 95%

The three-year strategic initiatives measure is maintained, with a weighting of 40%, as a continued focus on CWB’s long-range strategic direction is appropriate.

We generally do not disclose performance metrics for a specific grant before vesting, as we consider these metrics and our strategic initiatives as commercially sensitive information.

2022 PSU Grant

The PSUs granted in fiscal 2022 were structured similarly to those granted in fiscal 2021.

2023 PSU Design

The PSUs granted in fiscal 2023 were structured similarly to those granted in 2022, with the exception that the changes made to the relative TSR component of the PSUs, resulting in a symmetrical performance/payout schedule (as outlined below).

2023 PSU Changes

2023 PSU Changes
TSR Performance Multiplier	Performance multiplier is calculated according to the following schedule, with linear interpolation determined between the percentile
Narrowed	ranks shown below.

CWB’s TSR Ranking	Performance Multiplier
25thPercentile and below	50%
50thPercentile	100%
75thPercentile and above	150%

However, if CWB delivers negative TSR during the performance period but is ranked above the 50[th] percentile, the performance multiplier will be reduced to 100%.

Restricted Share Unit (RSU) Plan

Overview	•	RSUs granted under the RSU Plan are bookkeeping entries credited to an account created for each Participant.
	•	Each RSU represents a unit with an underlying value equivalent to the value of one CWB common share.
	•	Notional dividends accrue to the RSU holder and are converted on the dividend date into additional RSUs that vest in accordance with the
		respective grant.
Grant	•	On the grant date for RSUs, the value of the applicable allocation (based on a percentage of base salary as shown on the table on page 44) is
Determination		divided by the weighted average trading price of one CWB common share on the grant date and the four trading days preceding the grant date
		to arrive at the number of RSUs granted to the executive.
	•	In fiscal 2020, the HR Committee approved changes to the LTIP composition effective for fiscal 2021. RSUs were removed from NEO LTIP (except
		for special recruitment/retention purposes).

Canadian Western Bank- Management Proxy Circular | 50

Restricted Share Unit (RSU) Plan

Vesting

• Each grant vests rateably on each of the first, second and third anniversaries of the grant date.

• If a holder ceases to be an employee before a RSU's vesting date by reason of death or retirement, then such granted RSUs vest in accordance with the terms of the RSU Plan as if the Participant was an employee on the RSU vesting date.

• Subject to the HR Committee’s discretion, if a Participant's employment ceases for any reason other than death or retirement, all of the Participant's unvested RSUs are cancelled and no compensation is paid for those RSUs.

• Upon a change of control, RSUs vest immediately if both of the following conditions are met: (i) the Participant’s office or position is eliminated or substantially changed, and (ii) the Participant leaves the employment of CWB Financial Group within 18 months of the change of control.

• Payout • The value of each RSU on the vesting date is based on the average of the weighted average trading price of the common shares on the TSX on the vesting date of the RSU and the four trading days preceding the vesting date. The value of each RSU is paid to Participants, in cash, no later than 60 days after vesting.

4. BENEFITS AND PERQUISITES

4. BENEFITS AND PERQUISITES
Group RRSP NEOs and all employees are eligible	• Under the Group RRSP, we contribute an amount equal to 3% of base salary and match the employee's contribution up to an additional 4.5%. • If the maximum CWB contribution for an executive exceeds the RRSP contribution limit permitted by the Income Tax Act for the year, the executive may elect to allocate the excess to the Supplemental Retirement Plan. • If the executive does not make such an election, then the individual's contribution to the Group RRSP is reduced accordingly. • Our contributions under both plans vest immediately. • In the case of Mr. Fowler and Mr. Murphy, their employment agreements provide that the total CWB contribution to both plans will be 15% and 10%, respectively, of base salary. • The Supplemental Retirement Plan (discussed under the heading “Retirement Arrangements” on page 65) is available to CWB senior management at the SVP level and above.
Supplemental Retirement Plan NEOs, Executive Committee and SVPs are eligible
ESPP NEOs and all employees are eligible	• Under the ESPP, we contribute an amount equal to 50% of the employee’s contribution up to a maximum of 5% of salary.
Group Benefits NEOs and all employees are eligible	• The NEOs participate in various employee benefit plans, including health, dental, and life and disability insurance, on the same basis as other employees.
Perquisites NEOs and Executive Committee are eligible	• Perquisites include paid parking, club memberships, a home security system, retirement planning services, and a medical exam once every two years.

51 | Canadian Western Bank- Management Proxy Circular

STOCK PERFORMANCE

The following graph shows the cumulative return of $100 invested in common shares of CWB as at October 31, 2017 until October 31, 2022 compared to the cumulative return of $100 invested in the S&P/TSX Composite Index and in the S&P/TSX Financials Index over the same period. The graph also demonstrates the trend in total annual compensation earned by the five most highly compensated NEOs[(1) ] over the same five-year period[(2)] .

FIVE-YEAR TOTAL SHAREHOLDER RETURN ON $100 INVESTMENT (ASSUMING REINVESTMENT OF DIVIDENDS)

(1) CWB had six NEOs in 2021 rather than five NEOs as in most years. This is a result of having two CFOs during 2021. For continuity, only the five most highly compensated NEOs in a given year are included in the aggregate NEO compensation total above. (2) In fiscal 2022, certain one-time sign-on amounts (share-based awards, stock option-based awards, bonus, and payment to Supplemental Retirement Plan) were awarded to Ms. Parra, as per her employment agreement. Including such one-time sign-on amounts, the aggregate NEO compensation for fiscal 2022 is $8.3 million.

COST OF MANAGEMENT

Cost of management is a measure used by some shareholders to compare financial performance to the compensation awarded to senior officers. While the HR Committee does not specifically consider this measure in executive compensation decisions, the following data is provided for shareholder information. This table compares the aggregate compensation awarded to the five most highly compensated NEOs with adjusted common shareholders’ net income (as reported in our annual MD&A)[(1)] .

	Aggregate NEO Compensation(2)	Adjusted Common Shareholders’ Net Income	Cost of Management as a percentage of Adjusted
Fiscal Year	($ Millions)	($ Millions)	Common Shareholders’ Net Income (%)
2022	8.3	331	2.5
2021	7.5	335	2.2
2020	6.7	255	2.6

(1) Non-GAAP measure. See page 39 of this Circular for more details. Disclosure of adjusted measures and other non-GAAP measures can be found in the Non-GAAP Measures section of our 2022 MD&A.

(2) CWB had six NEOs in 2021 rather than five NEOs as in most years. This is a result of having two CFOs during 2021. For continuity, only the five most highly compensated NEOs in a given year are included in the aggregate NEO compensation total above.

Canadian Western Bank- Management Proxy Circular | 52

CHRISTOPHER H. FOWLER, President and Chief Executive Officer

==> picture [73 x 91] intentionally omitted <==

Mr. Fowler has served as our President and Chief Executive Officer since March 2013.

He is responsible for CWB Financial Group’s overall leadership and direction, as well as for defining, communicating, and implementing our strategic direction. He is accountable to the Board for the development and successful execution of our strategy, the oversight of capital and risk management, and our overall financial performance.

Mr. Fowler joined CWB in 1991, and has spent over 34 years in the banking industry. Mr. Fowler received a Bachelor of Arts (Economics) and a Master of Arts (Economics) from the University of British Columbia. In 2022, Mr. Fowler was inducted into the Junior Achievement Northern Alberta Business Hall of Fame.

CEO EMPLOYMENT AGREEMENT

Mr. Fowler’s compensation is determined in accordance with his employment agreement, the key terms of which are set out below:

Compensation Element	Key Terms
Base Salary	• $820,000 for the 2022 calendar year.
Short-Term Incentive	• Annual cash incentive based on financial and operational performance and on strategic initiatives and leadership goals with measurements and weightings set annually. • Target incentive equal to 100% of base salary (level of incentive where performance meets expectations). • No minimum incentive; maximum incentive equal to 150% of base salary.
Long-Term Incentive	• HR Committee determines the amount of the LTIP award each fiscal year after considering metrics related to financial and operational results, macroeconomic conditions, and the retentive value of the LTIP. • For fiscal 2022, target award is equal to 145% of base salary. No minimum award. • For fiscal 2022, LTIP awards were comprised of PSUs (75%) and stock options (25%). All PSUs and stock options vest in accordance with CWB’s PSU Plan and SIP, respectively.
Retirement Plan	• CWB makes a notional contribution to Mr. Fowler’s account under the Supplemental Retirement Plan equal to 15% of base salary less any CWB contributions made on Mr. Fowler’s behalf to the Group RRSP. Details of the Supplemental Retirement Plan can be found on page 65.
Termination of Employment Without Cause	• A lump sum settlement amount equal to two times the average of Mr. Fowler’s two most recent years of compensation immediately prior to termination, where compensation is defined as base salary and short-term incentive.
Change of Control	• Payment equal to that described immediately above under “Termination of Employment Without Cause” should there be a change of control and Mr. Fowler’s position is substantially changed or eliminated and Mr. Fowler leaves the employ of CWB within 18 months of such event.
Non-Compete	• Mr. Fowler is precluded from being involved with a competitor of CWB Financial Group in any of British Columbia, Alberta, Ontario, Saskatchewan or Manitoba for 18 months from the date that he ceases to be employed by CWB.
Equity Requirement	• Mr. Fowler is required to hold minimum shareholdings, as set out in CWB’s executive share ownership guidelines, for a period of six months after his departure, and to hold one-half of his minimum shareholdings for a further six months, should he (a) retire, or (b) unilaterally resign for a reason other than a change of control where his position is eliminated or substantially changed or as required under CWB’s Majority Voting Policy.
2022 CEO PERFORMANCE
CWB Strategic Objective	Initiative/Performance
Best for People	• Successfully onboarded three new internal Executive Committee members to accommodate three retirements, and produced a structure change to increase business representation and support CEO succession planning. • Continued to make proactive and targeted investments in development and learning initiatives, recruitment programs and previously announced compensation adjustments to further support our culture and drive continued strong team member retention through a period of elevated competition for talent. • Launched three new ERGs focused on supporting working parents/caregivers, early career professionals and Latin American cultures. Approximately one-third of our employees actively participate in at least one of our 11 unique ERGs that support inclusion, diversity and mental health within our team. • Supported employee engagement, with CWB named as one of this year’s top 20 Best WorkplacesTMin Canada and one of the Best WorkplacesTMfor Hybrid Work, by Great Place to Work Canada®.

53 | Canadian Western Bank- Management Proxy Circular

CWB Strategic Objective

Initiative/Performance

• Successfully launched a personal and small business digital banking platform. The small business platform can integrate with third party accounting platforms and provide our clients with predictive cash flow modelling.

• Expanded our presence in the Ontario market, supported by the opening of our new Markham banking centre, building on the success of our first Ontario location in Mississauga in 2020. The targeted expansion in Ontario and enhancement of our digital capabilities supports our ability to deliver an unrivaled client experience to more business owners across Canada.

• Consolidated and relocated our regional office and banking centre within downtown Vancouver to a new modern flagship banking centre. The highly visible location on West Georgia provides prominent branding, supports hybrid work, and integrates our business and personal

• Best for Clients banking, trust services and CWB Wealth teams to provide an elevated client experience and capitalize on an opportunity to grow our market share in British Columbia.

• Successfully harmonized our wealth management brands with the launch of CWB Wealth. The launch further integrates our acquired wealth management operations under one brand and strategically positions us to expand full-service client offerings and opportunities, and provide a unique client experience in Canadian private wealth advisory services.

• Invested in a venture capital fund managed by a global fintech-focused investor that invests in, and partners with, some of the world’s most innovative financial technology companies. Participation in this fund will provide insights to emerging trends and partnership opportunities to further elevate our digital client experience and product offering.

• Delivered 14% annual loan growth in our general commercial loan portfolio as we executed on our strategic focus of expanding full-service client opportunities. General commercial loans now represent 35% of total loans, up from 33% one year ago. Expansion of full-service client opportunities also supported 8% growth in relationship based branch-raised deposits.

• Achieved 11% annual loan growth in Ontario, supported by strong momentum from our Mississauga and newly opened Markham banking centres. Ontario loans now represent 24% of total loans, up from 23% one year ago.

• Best for Investors • Achieved strong progress on our approach to sustainability, including improving or maintaining ESG ratings against increasing market expectations and peer performance, and releasing our inaugural Sustainability Report, demonstrating our continued commitment to develop and disclose our approach to the ESG factors that we identify as the most important to our clients, people, communities and investors.

• Materially completed the development of revised AIRB tools, incorporating targeted enhancements and the final 2023 Capital Adequacy Requirements guidelines. Next year, we will commence the integration of our revised AIRB tools into our business processes and data.

2022 CEO COMPENSATION

Mr. Fowler's base salary was set by the Board at $820,000 for the 2022 calendar year, resulting in salary of $815,000 for the 2022 fiscal year. For fiscal 2022, the Board awarded Mr. Fowler an annual STIP award equal to 84% of base salary, and an LTIP award equal to 145% of his calendar 2022 base salary.

UPCOMING CHANGES TO CEO COMPENSATION

For fiscal 2023, the Board has approved an increase to Mr. Fowler's LTIP award to 170% of his base salary.

Compensation Over Time[(1) ]

Total Direct Compensation ($) 2022 Actual Compensation Mix

==> picture [488 x 180] intentionally omitted <==

(1) Compensation data is disclosed as at October 31 of each fiscal year shown. The values are based on the salary and short-term incentive compensation earned in each fiscal year, and the grant-date value of each LTIP award. (2) Base salary is granted for each calendar year. The amounts shown in the chart above reflect the amount of base salary earned during a fiscal year.

Canadian Western Bank- Management Proxy Circular | 54

CEO Compensation Compared to Realized and Realizable Pay Over Time

The compensation awarded to Mr. Fowler over the past five years, the realized or realizable value as at December 31, 2022, and the value received by shareholders during that time follow:

	Value at December 31, 2022 ($ millions) Total Direct Compensation (TDC) Awarded(1) A Realized Pay(2) B Realizable Pay(3) A+B=C Current Value Period	Value of $100
		To CEO(4) ($) To Shareholders(5) ($)
2018	2.6 2.3 - 2.3 10/31/2017 to 12/31/2022	88 80
2019	2.5 2.6 - 2.6 10/31/2018 to 12/31/2022	104 92
2020	2.6 2.2 0.1 2.3 10/31/2019 to 12/31/2022	88 82
2021	2.9 1.4 0.8 2.2 10/31/2020 TO 12/31/2022	76 106
2022	2.7 1.8 0.6 2.4 10/31/2021 to 12/31/2022	89 63
	Average	89 85

(1) Reflects total direct compensation (salary, actual STIP award payout, and grant-date value of LTIP awards) awarded in each fiscal year; these values are also found in the “Summary Compensation Table” on page 60.

• (2) Realized pay is the sum of the salary and STIP award payout for the fiscal year, plus the final vesting payout or exercised value over the period of the share units and stock options that were granted during the fiscal year (including any dividend equivalents).

(3) Realizable pay is the sum of the current value of unvested units granted during the fiscal year and the in-the-money value of unexercised stock options that were awarded during each fiscal year. For the unvested PSUs, we have assumed target (100%) performance.

• (4) Represents the actual realized/realizable value to the CEO for each $100 awarded in TDC for the fiscal year indicated, as at December 31, 2022 for each period.

• (5) Represents the value on December 31, 2022 of a $100 investment in CWB common shares made on the first day of the period indicated, assuming reinvestment of dividends.

Share Ownership[(1) ]

Total Value of			Total Value of	Minimum Value
Common Shares	Total Value of	Total Value of	Common	Under Guidelines	Required Multiple		Meets
($)	RSUs(2)($)	PSUs(3)($)	Shares/RSUs/PSUs ($)	($)	of Base Salary	Actual Multiple	Guidelines
3,756,806	98,849	1,831,367	5,687,022	4,100,000	5	6.9	✓

• (1) Share ownership data is disclosed as at October 31, 2022. As such, the information noted above may not align with the information that is provided for Mr. Fowler in the “Your Director Nominees” section on page 8, which is provided as of January 31, 2023.

• (2) RSUs are valued based on $23.70, the closing price of CWB common shares on the TSX on October 31, 2022.

• (3) Total Value of PSUs includes the PSUs granted in fiscal 2020 and vested on October 31, 2022, and are valued using a 100% performance multiplier applied to $23.70, the closing price of CWB common shares on the TSX on October 31, 2022, for the purposes of determining compliance with minimum share ownership requirements.

Other Equity Holdings – Stock Options[(1) ]

	Unexercisable		Exercisable
(#)	In-the-Money Value ($)	(#)	In-the-Money Value ($)	Total ($)
148,402	-	139,613	-	-

(1) Stock option data is disclosed as at October 31, 2022.

OTHER NAMED EXECUTIVE OFFICERS

2022 COMPENSATION

Highlights of each NEO’s performance regarding individual strategic initiatives and leadership goals are provided in the following pages. The HR Committee reviewed the base salaries of senior executives in 2022 and general increases were awarded to ensure market alignment, and in some cases, to reflect the expanded oversight responsibilities of the executive. In December 2021, the HR Committee determined the 2022 LTIP awards for NEOs, making all grants for fiscal 2022 at target levels for all NEOs, with the exception of Ms. Parra, who received an additional one-time RSU and stock option award as per her employment agreement.

55 | Canadian Western Bank- Management Proxy Circular

R. MATTHEW RUDD, Chief Financial Officer

==> picture [73 x 91] intentionally omitted <==

Mr. Rudd was appointed as CWB’s Chief Financial Officer in December 2020, and previously served as CWB’s Senior Vice President, Finance and Investor Relations, and Chief Accountant. As CFO, Mr. Rudd is responsible for financial and capital supply management for CWB Financial Group, and also oversees Treasury, Strategy, Corporate Development, Investor Relations, and Sustainability. Mr. Rudd serves as chair of CWB’s Asset Liability Committee.

Mr. Rudd has been with CWB Financial Group since 2018. Prior to joining CWB, he served as the CFO of a Canadian public company. Mr. Rudd received a Bachelor of Commerce from the University of Alberta and holds a CPA, CA designation from the Chartered Professional Accountants of Alberta.

2022 Performance Highlights

• Held our first investor day since 2017 which provided an in-depth review of CWB's focused strategic plan and priorities, growth opportunities, the resilience provided by our prudent risk management practices, and how this will support our financial outlook while we continue to make progress towards a successful transition to the AIRB approach for capital management.

• Expanded the roll out of our funds transfer pricing methodology to more accurately measure the profitability of the lending and deposit gathering activities.

• Drove our investment commitment to participate in a venture capital fund managed by a global fintech-focused investor that invests in, and partners with, some of the world’s most innovative financial technology companies. Participation in this fund will provide actionable insights from exposure to emerging trends and partnership opportunities to further elevate our digital client experience and product offering.

• Advanced development of CWB’s ESG strategy and published our inaugural Sustainability Report in March 2022. Supported the improvement and maintenance of ESG ratings against increasing market expectations and peer performance.

• Supported employee engagement, with CWB named as one of this year’s top 20 Best Workplaces[TM] in Canada and one of the Best Workplaces[TM] for Hybrid Work, by Great Place to Work Canada®.

Compensation Over Time[(1)]

Total Direct Compensation ($)

2022 Actual Compensation Mix

==> picture [488 x 180] intentionally omitted <==

(1) Compensation data is disclosed as at October 31 of each fiscal year shown. The values are based on the salary and short-term incentive compensation earned in each fiscal year, and the grant-date value of each LTIP award.

Share Ownership[(1) ]

			Total Value of	Minimum Value
Total Value of	Total Value of	Total Value of	Common	Under Guidelines	Required Multiple		Meets
Common Shares	RSUs(2)($)	PSUs(3)($)	Shares/RSUs/PSUs ($)	($)	of Base Salary(4)	Actual Multiple	Guidelines
399,392	26,241	387,652	813,285	594,000	1.65	2.3	✓

• (1) Share ownership data is disclosed as at October 31, 2022.

• (2) RSUs are valued based on $23.70, the closing price of CWB common shares on the TSX on October 31, 2022.

• (3) Total Value of PSUs includes the PSUs granted in fiscal 2020 and vested on October 31, 2022, and are valued using a 100% performance multiplier applied to $23.70, the closing price of CWB common shares on the TSX on October 31, 2022, for the purposes of determining compliance with minimum share ownership requirements.

• (4) Mr. Rudd’s employment agreement provides for an ownership requirement equal to 1.65 times his base salary on October 31, 2022. Effective December 10, 2023, Mr. Rudd’s ownership requirement is equal to 2 times is base salary.

Other Equity Holdings – Stock Options[(1) ]

	Unexercisable		Exercisable
(#)	In-the-Money Value ($)	(#)	In-the-Money Value ($)	Total ($)
31,821	-	5,957	-	-

(1) Stock option data is disclosed as at October 31, 2022.

Canadian Western Bank- Management Proxy Circular | 56

STEPHEN H.E. MURPHY, Group Head, Commercial, Personal and Wealth

==> picture [73 x 91] intentionally omitted <==

Mr. Murphy was appointed as CWB’s Group Head, Commercial, Personal and Wealth in April 2022, and previously served as CWB’s EVP, Banking. Mr. Murphy's responsibilities include overseeing CWB’s national banking centre network, as well as corporate lending, commercial real estate lending, specialty finance (including CWB Maxium Financial and CWB Franchise Finance), CWB Wealth, operations, centralized services and sales effectiveness.

Mr. Murphy has been with CWB Financial Group since 2016, and has over 25 years of banking experience. Prior to joining CWB, Mr. Murphy was a senior officer of one of the Largest Canadian Banks, where he most recently was responsible for British Columbia mid-market commercial banking and, prior to that, was special assistant to the CEO. Mr. Murphy received a Bachelor of Administrative and Commercial Studies from the University of Western Ontario and a Master of Business Administration from the Richard Ivey School of Business.

2022 Performance Highlights

• Delivered 14% annual loan growth in our general commercial loan portfolio and 8% growth of branch-raised deposits.

• Continued expansion in Ontario with the successful opening of a new banking centre in Markham, Ontario.

• Oversaw prudent lending and compliance activities with strong credit portfolio performance.

• Executed further transformation and integration of our CWB Wealth business, including the launch a harmonized CWB Wealth brand.

• Implemented a new leadership structure, managing multiple successions and promoting several internal enterprise talents to the SVP level.

• Supported employee engagement, with CWB named as one of this year’s top 20 Best Workplaces[TM] in Canada and one of the Best Workplaces[TM] for Hybrid Work, by Great Place to Work Canada®.

Compensation Over Time[(1)]

Total Direct Compensation ($) 2022 Actual Compensation Mix

==> picture [488 x 181] intentionally omitted <==

(1) Compensation data is disclosed as at October 31 of each fiscal year shown. The values are based on the salary and short-term incentive compensation earned in each fiscal year, and the grant-date value of each LTIP award.

(2) Base salary is granted for each calendar year. The amounts shown in the chart above reflect the amount of base salary earned during a fiscal year.

Share Ownership[(1) ]

Total Value of			Total Value of	Minimum Value
Common Shares	Total Value of	Total Value of	Common	Under Guidelines	Required Multiple		Meets
($)	RSUs(2)($)	PSUs(3)($)	Shares/RSUs/PSUs ($)	($)	of Base Salary	Actual Multiple	Guidelines
1,066,642	38,264	708,705	1,813,612	920,400	2	3.9	✓

• (1) Share ownership data is disclosed as at October 31, 2022.

• (2) RSUs are valued based on $23.70, the closing price of CWB common shares on the TSX on October 31, 2022.

(3) Total Value of PSUs includes the PSUs granted in fiscal 2020 and vested on October 31, 2022, and are valued using a 100% performance multiplier applied to $23.70, the closing price of CWB common shares on the TSX on October 31, 2022, for the purposes of determining compliance with minimum share ownership requirements.

Other Equity Holdings – Stock Options[(1) ]

	Unexercisable		Exercisable
(#)	In-the-Money Value ($)	(#)	In-the-Money Value ($)	Total ($)
57,429	-	50,732	-	-

(1) Stock option data is disclosed as at October 31, 2022.

57 | Canadian Western Bank- Management Proxy Circular

CAROLYN J. GRAHAM, Senior Executive Vice President

==> picture [73 x 91] intentionally omitted <==

Ms. Graham was appointed CWB’s Senior Executive Vice President, Risk Management, in April 2022, and served in the role until her retirement on October 31, 2022. As SEVP, Ms. Graham’s responsibilities included overseeing CWB’s transition to the AIRB approach for capital and risk management, and leading CWB’s legal, compliance and investigations teams.

Ms. Graham has been with CWB Financial Group since 2000, and has served in various roles including as CWB’s CRO and CFO. Ms. Graham received a Bachelor of Commerce (with distinction) from the University of Alberta. She also holds a FCPA, FCA designation from the Chartered Professional Accountants of Alberta, and an ICD.D designation from the ICD.

2022 Performance Highlights

• Supported onboarding of the new CRO, facilitated integration and reporting transition for various roles at the SVP level, and was actively involved in the recruitment for the general counsel role.

• Instrumental in our continued progress towards AIRB approval, including providing active support in the development and implementation of AIRB models, as well as providing overviews of our new model development process to the Board.

• Supported employee engagement, with CWB named as one of this year’s top 20 Best Workplaces[TM] in Canada and one of the Best Workplaces[TM] for Hybrid Work, by Great Place to Work Canada®.

Compensation Over Time[(1)]

Total Direct Compensation ($) 2022 Actual Compensation Mix

==> picture [488 x 181] intentionally omitted <==

(1) Compensation data is disclosed as at October 31 of each fiscal year shown. The values are based on the salary and short-term incentive compensation earned in each fiscal year, and the grant-date value of each LTIP award.

• (2) Base salary is granted for each calendar year. The amounts shown in the chart above reflect the amount of base salary earned during a fiscal year.

Share Ownership[(1) ]

Total Value of			Total Value of	Minimum Value
Common Shares	Total Value of	Total Value of	Common	Under Guidelines	Required Multiple		Meets
($)	RSUs(2)($)	PSUs(3)($)	Shares/RSUs/PSUs ($)	($)	of Base Salary	Actual Multiple	Guidelines
1,297,907	31,678	586,835	1,916,420	762,000	2	5.0	✓

• (1) Share ownership data is disclosed as at October 31, 2022.

• (2) RSUs are valued based on $23.70, the closing price of CWB common shares on the TSX on October 31, 2022.

• (3) Total Value of PSUs includes the PSUs granted in fiscal 2020 and vested on October 31, 2022, and are valued using a 100% performance multiplier applied to $23.70, the closing price of CWB common shares on the TSX on October 31, 2022, for the purposes of determining compliance with minimum share ownership requirements.

Other Equity Holdings – Stock Options[(1) ]

	Unexercisable		Exercisable
(#)	In-the-Money Value ($)	(#)	In-the-Money Value ($)	Total ($)
47,553	-	45,396	-	-

(1) Stock option data is disclosed as at October 31, 2022.

Canadian Western Bank- Management Proxy Circular | 58

M. CAROLINA PARRA, Chief Risk Officer

==> picture [73 x 91] intentionally omitted <==

Ms. Parra was appointed as CWB’s Chief Risk Officer in November 2021. As CRO, Ms. Parra is responsible for CWB’s risk management functions encompassing credit, market, capital, enterprise operational, cyber, technology and climate. She serves as the executive sponsor for one of CWB’s ERGs, CWB Noble.

Ms. Parra joined CWB Financial Group with an extensive background in commercial credit and corporate banking, and experience managing financial and non-financial risk in times of rapid growth, acquisition and regulatory complexity in Canada and abroad. Prior to joining CWB, Ms. Parra served in various roles at one of the Largest Canadian Banks, where she most recently was Vice President, AML & Internal Control, International Banking. Ms. Parra received a Bachelor of Industrial Engineering from Universidad Javeriana and a Master of Business Administration from Schulich School of Business at York University.

2022 Performance Highlights

• Implemented new organizational structure across Group Risk Management, positioning functions and teams to enhance efficiency, aligning technical and leadership expertise.

• Drove progress in maturing and enhancing the non-financial risk capabilities across all lines of defence. Optimized process methodologies and expanded scope of NonFinancial Risk Committee.

• Successfully progressed third party risk management program and enhanced cyber and technology risk frameworks and governance.

• Assumed oversight of AIRB program and actively involved to ensure continued progress towards AIRB approval.

• Supported employee engagement, with CWB named as one of this year’s top 20 Best Workplaces[TM] in Canada and one of the Best Workplaces[TM] for Hybrid Work, by Great Place to Work Canada®.

Compensation Over Time[(1)]

Total Direct Compensation ($) 2022 Actual Compensation Mix

==> picture [488 x 180] intentionally omitted <==

(1) Compensation data is disclosed as at October 31 of each fiscal year shown. The values are based on the salary and short-term incentive compensation earned in each fiscal year, and the grant-date value of each LTIP award.

(2) Base salary is granted for each calendar year. The amounts shown in the chart above reflect the amount of base salary earned during a fiscal year.

Share Ownership[(1) ]

Total Value of			Total Value of	Minimum Value
Common Shares	Total Value of	Total Value of	Common	Under Guidelines	Required Multiple		Meets
($)	RSUs(2)($)	PSUs(3)($)	Shares/RSUs/PSUs ($)	($)	of Base Salary(4)	Actual Multiple	Guidelines
3,081	199,915	179,926	382,923	-	-	1.1	✓

(1) Share ownership data is disclosed as at October 31, 2022.

• (2) RSUs are valued based on $23.70, the closing price of CWB common shares on the TSX on October 31, 2022.

• (3) Total Value of PSUs includes the PSUs granted in fiscal 2020 and vested on October 31, 2022, and are valued using a 100% performance multiplier applied to $23.70, the closing price of CWB common shares on the TSX on October 31, 2022, for the purposes of determining compliance with minimum share ownership requirements.

• (4) Ms. Parra’s employment agreement provides for an ownership requirement equal to 2 times her base salary by the 5[th] anniversary of her start date, November 15, 2021. As at October 31, 2022, Ms. Parra did not have an ownership requirement. Effective November 15, 2022 Ms. Parra’s ownership requirement is equal to 0.25 times her base salary.

Other Equity Holdings – Stock Options[(1) ]

	Unexercisable		Exercisable
(#)	In-the-Money Value ($)	(#)	In-the-Money Value ($)	Total ($)
41,106	-	0	-	-

(1) Stock option data is disclosed as at October 31, 2022.

59 | Canadian Western Bank- Management Proxy Circular

NAMED EXECUTIVE OFFICER COMPENSATION

SUMMARY COMPENSATION TABLE

The aggregate compensation paid or payable by CWB to the President and CEO, CFO, and the next three most highly compensated executive officers of CWB in fiscal 2022 follows:

	Year Salary ($) Share-Based Awards(1) ($) Stock Option- Based Awards(2) ($)	Non-Equity Incentive Plan Compensation Pension Value ($) All Other Compensation(3) ($) Total Compensation ($) Annual Incentive Plans ($)
Christopher H. Fowler President and CEO	2022 815,000 870,000 290,000	689,300 - 202,805 2,867,105
	2021 800,000 870,000 290,000	985,000 - 179,396 3,124,396
	2020 796,183 870,000 290,000	607,200 - 180,101 2,743,484
R. Matthew Rudd CFO	2022 351,250 243,750 81,250	229,700 - 37,788 943,738
	2021 316,166 207,188 69,063	260,600 - 30,733 883,750
	2020 288,170 128,313 42,711	110,000 - 28,710 597,904
Stephen H.E. Murphy Group Head, CPW	2022 457,375 336,675 112,225	309,500 - 96,035 1,311,810
	2021 448,900 336,675 112,225	444,000 - 81,516 1,423,316
	2020 442,101 336,675 112,225	272,500 - 82,163 1,245,664
Carolyn J. Graham SEVP	2022 378,675 278,775 92,925	237,400 - 51,553 1,039,328
	2021 371,700 278,775 92,925	349,400 - 49,291 1,142,091
	2020 368,750 278,775 92,925	211,400 - 49,661 1,001,511
M. Carolina Parra CRO	2022 346,438 570,000 290,000	232,400 - 851,512 2,290,350
	2021 - - -	- - - -
	2020 - - -	- - - -

(1) (2)	Share-based awards for 2020 are compris PSU is the weighted averageprice of a C	ed of RSUs and PSUs, and for 2021 and 2022 are comprised of PSUs only, with the exception of Ms. Parra, who received a one-time RSU award as per her employment agreement. The grant price of each RSU and WB common share on the date on which the RSU or PSU wasgranted and the four tradingdayspreceding the grant date. Details on the RSUs and PSUs granted to the NEOs during the last three fiscal years follow: RSUs Granted RSU Value at Grant 0 27,272 $25.561 N/A N/A 1 8,101 $37.033 PSUs Granted PSU Value at Grant 9 38,248 $31.927 0 72,864 $29.067 1 53,985 $37.033 used to estimate the value of stock options at the grant date. Details on the stock options granted to the NEOs during the last three fiscal years as well as the inputs used to value the stock options granted follow: Fiscal Year 2022 Fiscal Year 2021 Fiscal Year 2020 13-Dec-2021 14-Dec-2020 13-Dec-2019 122,808 120,287 127,632 $7.055 $5.869 $5.010 $37.033 $29.067 $31.927 5 5 5 33.7209% 35.07% 27.76% 3.34% 3.97% 3.67% 1.2420% 0.447% 1.593%
	Fiscal Year Grant Date
	2020 08-Jun-202
	2021 N/A
	2022 13-Dec-202
	Fiscal Year Grant Date
	2020 13-Dec-201
	2021 14-Dec-202
	2022 13-Dec-202
	A binomial stock option pricing method is Grant date
	Stock Options granted Stock Option value Valuation inputs Exercise price Expected life (years) Stock price volatility Dividend yield Risk-free interest rate

The risk-free interest rate is based on the Government of Canada Yield Curve over the expected life of the stock options as at the stock option grant date.

• (3) “All Other Compensation” includes CWB's contribution to the ESPP and Group RRSP, the value of notional contributions to the Supplemental Retirement Plan, the value of one-time signing bonuses, and certain other immaterial amounts. It does not include perquisites or other personal benefits provided to the NEO that are generally available to all employees, or that do not exceed the lesser of $50,000 or 10% of the total salary for any of the NEOs.

Canadian Western Bank- Management Proxy Circular | 60

2022 SUMMARY OF AMOUNTS ACTUALLY RECEIVED BY NEOS

The gross (pre-tax) amounts actually received by NEOs during the applicable fiscal year are summarized below. The actual amounts realized upon the exercise of stock options and the settlement of any share-based awards by each of the NEOs follows:

	Year Salary ($) Share-Based Awards(1) ($) Stock Option- Based Awards(2) ($) STIP Award(3) ($) All Other Compensation(4) ($) Total Compensation ($)
Christopher H. Fowler President and CEO	2022 815,000 918,427 - 985,000 202,805 2,921,232
	2021 800,000 757,768 1,048,533 607,200 179,396 3,392,897
	2020 796,183 972,161 - 726,300 180,101 2,674,745
R. Matthew Rudd(5) CFO	2022 351,250 67,522 - 260,600 37,788 717,160
	2021 316,166 163,607 - 110,000 30,733 620,506
	2020 288,170 86,388 - 108,300 28,710 511,568
Stephen H.E. Murphy Group Head, CPW	2022 457,375 368,913 943,883 444,000 96,035 2,310,206
	2021 448,900 297,036 - 272,500 81,516 1,099,952
	2020 442,101 288,188 - 285,700 82,163 1,098,152
Carolyn J. Graham SEVP	2022 378,675 318,171 - 349,400 51,553 1,097,799
	2021 371,700 261,342 382,426 211,400 49,291 1,276,159
	2020 368,750 250,632 - 247,800 49,661 916,843
M. Carolina Parra CRO	2022 346,438 - - - 676,512 1,022,950
	2021 - - - - - -
	2020 - - - - - -

(1) Share-based awards includes actual PSU and RSU payout amounts received.

(2) For stock option-based awards, the value is determined based on the number of stock options exercised multiplied by the difference between the exercise price and the closing price of CWB common shares on the TSX on the date the exercise request was received.

(3) Reflects the STIP received during the fiscal year, but awarded in respect of performance in the prior fiscal year.

(4) “All Other Compensation” includes CWB's contribution to the ESPP, contribution to the Group RRSP, the value of notional contributions to the Supplemental Retirement Plan, the value of one-time signing bonuses, and certain other immaterial amounts. It does not include perquisites or other personal benefits provided to the NEO that are generally available to all employees, or that do not exceed the lesser of $50,000 or 10% of the total salary for any of the NEOs.

(5) Share-based awards for Mr. Rudd include actual RSU payout amounts received only.

61 | Canadian Western Bank- Management Proxy Circular

INCENTIVE PLAN AWARDS

All stock option-based and share-based awards held by NEOs that were outstanding as of October 31, 2022 follow:

	Grant Date	Stock Option-Based Awards	Share-Based Awards(1)
		Number of Securities Underlying Unexercised Options (#) Stock Option Exercise Price ($) Stock Option Expiration Date Value of Unexercised In- The-Money Stock Options(2) ($)	Number of Shares or Units of Shares that have not Vested (#) Market or Payout Value of Share- Based Awards that have not Vested(3) ($)
Christopher H. Fowler President and CEO	10-Mar-2017	50,350 30.853 09-Mar-2024 -	- -
	16-Mar-2018	38,045 35.154 15-Mar-2025 -	- -
	15-Mar-2019	51,218 29.433 14-Mar-2026 -	- -
	13-Dec-2019	57,884 31.927 12-Dec-2026 -	- -
	08-Jun-2020	- - - -	4,171 98,849
	14-Dec-2020	49,412 29.067 13-Dec-2027 -	- -
	14-Dec-2020	- - - -	32,269 764,771
	13-Dec-2021	41,106 37.033 12-Dec-2028 -	- -
	13-Dec-2021	- - - -	24,462 579,747
	Totals	288,015 -	60,902 1,443,367
R. Matthew Rudd CFO	15-Mar-2019	5,957 29.433 14-Mar-2026 -	- -
	13-Dec-2019	8,537 31.927 12-Dec-2026 -	- -
	08-Jun-2020	- - - -	1,107 26,241
	14-Dec-2020	11,767 29.067 13-Dec-2027 -	- -
	14-Dec-2020	- - - -	7,685 182,128
	13-Dec-2021	11,517 37.033 12-Dec-2028 -	- -
	13-Dec-2021	- - - -	6,854 162,430
	Totals	37,778 -	15,646 370,799
Stephen H.E. Murphy Group Head, CPW	10-Mar-2017	15,178 30.853 09-Mar-2024 -	- -
	16-Mar-2018	14,863 35.154 15-Mar-2025 -	- -
	15-Mar-2019	20,691 29.433 14-Mar-2026 -	- -
	13-Dec-2019	22,400 31.927 12-Dec-2026 -	- -
	08-Jun-2020	- - - -	1,615 38,264
	14-Dec-2020	19,122 29.067 13-Dec-2027 -	- -
	14-Dec-2020	- - - -	12,488 295,959
	13-Dec-2021	15,907 37.033 12-Dec-2028 -	- -
	13-Dec-2021	- - - -	9,466 224,347
	Totals	108,161 -	23,568 558,570

Canadian Western Bank- Management Proxy Circular | 62

	Grant Date	Stock Option-Based Awards	Share-Based Awards(1)
		Number of Securities Underlying Unexercised Options (#) Stock Option Exercise Price ($) Stock Option Expiration Date Value of Unexercised In- The-Money Stock Options(2) ($)	Number of Shares or Units of Shares that have not Vested (#) Market or Payout Value of Share- Based Awards that have not Vested(3) ($)
Carolyn J. Graham SEVP	10-Mar-2017	14,114 30.853 09-Mar-2024 -	- -
	16-Mar-2018	13,334 35.154 15-Mar-2025 -	- -
	15-Mar-2019	17,948 29.433 14-Mar-2026 -	- -
	13-Dec-2019	18,548 31.927 12-Dec-2026 -	- -
	08-Jun-2020	- - - -	1,337 31,678
	14-Dec-2020	15,833 29.067 13-Dec-2027 -	- -
	14-Dec-2020	- - - -	10,340 245,061
	13-Dec-2021	13,172 37.033 12-Dec-2028	- -
	13-Dec-2021	- - - -	7,839 185,775
	Totals	92,949 -	19,515 462,514
M. Carolina Parra CRO	13-Dec-2021	41,106 37.033 12-Dec-2028 -	- -
	13-Dec-2021	- - - -	7,592 179,926
	13-Dec-2021	- - - -	8,435 199,915
	Totals	41,106 -	16,027 379,841

(1) As at October 31, 2022, there are no vested share-based awards that have not been paid out or distributed, other than PSUs granted in fiscal 2020 which vests on October 31, 2022 and pays out in December 2022.

• (2) The market value of unexercised in-the-money stock options is calculated based on the difference between $23.70, the closing price of a common share on the TSX on October 31, 2022, and the exercise price of the stock option.

(3) The market value of share-based awards that have not vested is calculated by multiplying the number of RSUs credited to the NEOs by the October 31, 2022 common share closing price on the TSX of $23.70. PSUs are valued based on a 100% performance multiplier and using the closing price on the TSX on October 31, 2022 of $23.70 per common share. No assumptions are made for future dividends, however, notional dividends accrue to the RSU holder and are converted on the dividend date into additional RSUs that vest in accordance with the respective grant.

INCENTIVE PLAN AWARDS – VALUE VESTED OR EARNED DURING THE YEAR

The value of equity-based awards that vested and non-equity incentive plan compensation earned by NEOs for the year ending October 31, 2022 follow:

	Column A	Column B
	Stock Option-Based Awards Value Vested	Share-Based Awards Value Vested During	Non-Equity Incentive Plan Compensation
	**During the Year(1) ($)) **	the Year(2)($)	Value Earned During the Year ($)
Christopher H. Fowler President and CEO	349,153	1,330,022	689,300
R. Matthew Rudd	40,609	103,955	229,700
CFO
Stephen H.E. Murphy	141,051	528,194	309,500
Group Head, CPW
Carolyn J. Graham	122,352	450,060	237,400
SEVP
M. Carolina Parra	-	-	232,400
CRO

(1) These amounts represent the value the NEOs would have received had they exercised stock options that vested during fiscal 2022 on the date the stock options vested. The value of a vested stock option is calculated as the difference between the closing price of a common share on the TSX on the vesting date and the exercise price of that stock option. Stock options that vested on dates where the closing price on the TSX of a common share of CWB was less than the stock option exercise price have been assigned a value of zero.

(2) CWB's share-based awards consist of RSUs and PSUs. The value of RSUs that vested in fiscal 2022 is calculated as the number of RSUs that vested multiplied by the average of the weighted average trading price of CWB common shares for the vesting date and the four business days preceding the vesting date (the “vesting date value”). The value of PSUs that vested in fiscal 2022 is calculated as the number of PSUs that vested multiplied by the vesting date value, multiplied by the performance multiplier as set out on page 47 to arrive at the award payout.

63 | Canadian Western Bank- Management Proxy Circular

COLUMN A DETAIL – STOCK OPTION-BASED AWARDS VALUE VESTED DURING THE YEAR

A summary of the value of stock options that vested during fiscal 2022 for each NEO – that is, the number of stock options that vested multiplied by the difference between the stock option exercise price and the closing share price on the TSX on the vesting date – follows. Details about the SIP under which CWB grants stock options can be found on page 44.

Stock Option Grant Date Stock Option Vesting Date Number of Stock Options Vested Stock Option Exercise Price ($) Vesting Date Value ($) Value Vested During Year ($)	Stock Option Grant Date Stock Option Vesting Date Number of Stock Options Vested Stock Option Exercise Price ($) Vesting Date Value ($) Value Vested During Year ($)
Christopher H. Fowler President and CEO 15-Mar-2019 15-Mar-2022 51,218 29.433 36.250 349,153
R. Matthew Rudd CFO 15-Mar-2019 15-Mar-2022 5,957 29.433 36.250 40,609
Stephen H.E. Murphy Group Head, CPW 15-Mar-2019 15-Mar-2022 20,691 29.433 36.250 141,051
Carolyn J. Graham SEVP 15-Mar-2019 15-Mar-2022 17,948 29.433 36.250 122,352
M. Carolina Parra CRO - - - - - -
COLUMN B DETAIL – SHARE-BASED AWARDS VALUE VESTED DURING THE YEAR A summary of the value of RSUs that vested during fiscal 2022 for each NEO follows. The value of vested RSUs is calculated as the RSU vesting date value multiplied by the number of vesting RSUs. Details about the RSU Plan can be found on page 50. RSU Grant Date RSU Vesting Date Number of RSUs Vested(1) Value at Grant Date ($) Vesting Date Value ($) Value Vested During Year ($)
Christopher H. Fowler President and CEO	06-Jun-2019 06-Jun-2022 3,303 28.625 30.281 100,009
	08-Jun-2020 08-Jun-2022 4,070 25.561 30.172 122,797
R. Matthew Rudd CFO	06-Jun-2019 06-Jun-2022 1,153 28.625 30.281 34,923
	08-Jun-2020 08-Jun-2022 1,080 25.561 30.172 32,599
Stephen H.E. Murphy Group Head, CPW	06-Jun-2019 06-Jun-2022 1,334 28.625 30.281 40,398
	08-Jun-2020 08-Jun-2022 1,574 25.561 30.172 47,502
Carolyn J. Graham SEVP	06-Jun-2019 06-Jun-2022 1,158 28.625 30.281 35,059
	08-Jun-2020 08-Jun-2022 1,304 25.561 30.172 39,352
M. Carolina Parra CRO	- - - - - -
	- - - - - -

(1) Includes additional units granted in respect of dividend reinvestment plan.

A summary of the value of PSUs that vested during fiscal 2022 for each NEO follows. PSUs granted in fiscal 2019 and fiscal 2020 vested in fiscal 2022. The value of PSUs that vested in fiscal 2022 is calculated as the number of PSUs that vested multiplied by the vesting date value, multiplied by the performance multiplier as set out on page 47.

	PSU Grant Date PSU Vesting Date Number of PSUs Vested(1) Vesting Date Value ($) Performance Multiplier Value Vested During Year ($)
Christopher H. Fowler President and CEO	14-Dec-2018 15-Dec-2021 21,613 36.49 88.2% 695,622
	13-Dec-2019 31-Oct-2022 20,542 23.49 85.3% 411,594
R. Matthew Rudd CFO	13-Dec-2019 31-Oct-2022 1,818 23.49 85.3% 36,433
Stephen H.E. Murphy Group Head, CPW	14-Dec-2018 15-Dec-2021 8,731 36.49 88.2% 281,013
	13-Dec-2019 31-Oct-2022 7,949 23.49 85.3% 159,281
Carolyn J. Graham SEVP	14-Dec-2018 15-Dec-2021 7,574 36.49 88.2% 243,760
	13-Dec-2019 31-Oct-2022 6,582 23.49 85.3% 131,889
M. Carolina Parra CRO	- - - - - -

(1) Includes additional units granted in respect of dividend reinvestment plan.

Canadian Western Bank- Management Proxy Circular | 64

RETIREMENT ARRANGEMENTS

SUPPLEMENTAL RETIREMENT ARRANGEMENTS

Effective March 15, 2013, we established the Supplemental Retirement Plan for certain of our executive management. The purpose of the Supplemental Retirement Plan is to provide benefits to Participants in excess of the maximums allowed under the Group RRSP due to a Participant reaching the annual RRSP contribution limit prescribed by the Income Tax Act . In addition, lump sum contributions to the Supplemental Retirement Plan are permitted to facilitate recruitment of senior executives. Under the Supplemental Retirement Plan, we establish a notional account for each Participant and record it as a liability on our balance sheet. Each month, the account is credited with monthly contributions for the Participant equal to the excess of (i) the total retirement contribution to which they are entitled over (ii) permitted contributions to the Group RRSP. Amounts credited to the Participant's account earn investment income each month during employment and after retirement in accordance with our policies at the same rate offered to employees in the Group RRSP on a five-year GIC (being CWB’s offered rate plus 1.5%).

Monthly contributions and investment income vest immediately upon being credited to the Participant's account. Upon termination of employment, amounts in the Participant's account must be paid to the Participant over a period not exceeding ten years. Balances in the Participant's account continue to accrue investment income until the balance in the account is reduced to nil. The Supplemental Retirement Plan provides, in the case of the Participant’s death, for continued payments or accelerated payments to the Participant's spouse, or a lump sum payment to the Participant's estate. The Supplemental Retirement Plan also allows for a deferral of payment until a Participant reaches 65 years of age where the Participant's employment ends before the Participant reaches 65 years of age, provided that the Participant is at least 50 years of age at the date of termination and has accumulated a balance in the Supplemental Retirement Plan of at least $50,000.

All Supplemental Retirement Plan accounts and all amounts allocated to them pursuant to the terms of the Supplemental Retirement Plan are notional only. That is, they are solely a measure of our obligation to make payments to the Participant at the times and in the amounts contemplated in the Supplemental Retirement Plan. The Supplemental Retirement Plan does not guarantee any return on notional contributions to a Supplemental Retirement Plan account.

Under the terms of Mr. Fowler’s employment agreement, we contribute to his Supplemental Retirement Plan account equal to the excess of (a) over (b), where:

• (a) = 15% of Mr. Fowler's base salary paid in the month; and

• (b) = our contribution to the Group RRSP made on Mr. Fowler's behalf for the month, pro-rated for partial months.

Under the terms of Mr. Murphy’s employment agreement, we contribute 10% of his base salary to the Supplemental Retirement Plan in lieu of contributions to the Group RRSP.

SUPPLEMENTAL RETIREMENT PLAN CONTRIBUTIONS AND PERFORMANCE

	Supplemental Retirement Plan	CWB Contributions during	Interest Accrued during the	Supplemental Retirement Plan
	Account at Start of Year ($)	the Year ($)	Year ($)	Value at Year End ($)
Christopher H. Fowler President and CEO	809,622	93,312	38,645	941,579
R. Matthew Rudd
CFO	9,603	15,133	814	25,550
Stephen H.E. Murphy Group Head, CPW	569,421	45,753	26,713	641,887
Carolyn J. Graham SEVP	98,692	16,477	4,832	120,001
M. Carolina Parra(1)
CRO	-	265,033	8,847	273,880

(1) Under the terms of Ms. Parra’s employment agreement, a one-time contribution of $250,000 was made to her Supplemental Retirement Plan account.

TERMINATION AND CHANGE OF CONTROL BENEFITS

The following table summarizes the estimated contractual incremental payments that would be received by each NEO in each circumstance where the NEO ceases to be employed by us. The amounts shown in the table below are calculated based on positions as at October 31, 2022 and, therefore, do not include compensation changes or stock options, RSUs and PSUs granted subsequent to the fiscal 2022 year end. The assumptions underlying the calculations in the following table include:

• For the calculation of the cash severance benefit, the base salary level of the executive as at October 31, 2021 and 2022 was used, as well as the annual incentive amounts earned for the 2021 and 2022 fiscal years.

• Amounts received upon acceleration of the stock option and RSU awards vesting dates are based on the October 31, 2022 closing price on the TSX of $23.70 per common share. For stock options, the value is calculated based on the difference between $23.70 and the exercise price of the stock option multiplied by the number of qualifying stock options. For PSUs, the value is calculated by multiplying the number of PSUs by $23.70, assuming a 100% performance multiplier.

The actual amount that a NEO could receive in the future as a result of a termination of employment could differ materially from the amounts set forth below as a result of, among other things, changes in CWB’s share price, changes in the executive’s base salary, the timing of the termination event, changes in STIP amounts, and the vesting and grants of additional equity awards. The following table includes only contractually agreed to severance amounts. Where no contractual provision for severance exists, common law entitlements arising in the event of termination of employment without cause may apply.

65 | Canadian Western Bank- Management Proxy Circular

	Termination for	Termination other
	Cause ($)	than for Cause ($)	Change of Control ($)	Retirement ($)	Resignation ($)	Death ($)
Christopher H. Fowler, President and CEO
Cash Severance(1)	-	3,294,300	3,294,300	-	-	-
Accelerated RSU Vesting(2)	-	-	98,849	-	-	-
Accelerated PSU Vesting(2)	-	-	1,344,528	-	-	-
Accelerated Stock Option Vesting(3)	-	-	-	-	-	-
Continuation of Employee Benefits	-	-	-	-	-	-
Total	-	3,294,300	4,737,677	-	-	-
R. Matthew Rudd, CFO
Cash Severance	-	560,600	-	-	-	-
Accelerated RSU Vesting(2)	-	-	26,241	-	-	-
Accelerated PSU Vesting(2)	-	-	344,558	-	-	-
Accelerated Stock Option Vesting(3)	-	-	-	-	-	-
Continuation of Employee Benefits	-	-	-	-	-	-
Total	-	560,600	370,799	-	-	-
Stephen H.E. Murphy, Group Head, CPW
Cash Severance	-	-	-	-	-	-
Accelerated RSU Vesting(2)	-	-	38,264	-	-	-
Accelerated PSU Vesting(2)	-	-	520,305	-	-	-
Accelerated Stock Option Vesting(3)	-	-	-	-	-	-
Continuation of Employee Benefits	-	-	-	-	-	-
Total	-	-	558,569	-	-	-
Carolyn J. Graham, SEVP
Cash Severance	-	-	-	-	-	-
Accelerated RSU Vesting(2)	-	-	31,678	-	-	-
Accelerated PSU Vesting(2)	-	-	430,836	-	-	-
Accelerated Stock Option Vesting(3)	-	-	-	-	-	-
Continuation of Employee Benefits	-	-	-	-	-	-
Total	-	-	462,514	-	-	-
M. Carolina Parra, CRO
Cash Severance	-	180,000	-	-	-	-
Accelerated RSU Vesting(2)	-	-	199,915	-	-	-
Accelerated PSU Vesting(2)	-	-	179,926	-	-	-
Accelerated Stock Option Vesting(3)	-	-	-	-	-	-
Continuation of Employee Benefits	-	-	-	-	-	-
Total	-	180,000	379,841	-	-	-

(1) Mr. Fowler’s employment agreement provides that, if his employment is terminated, without cause or notice, or if CWB’s normal operations are changed as a result of a sale, merger or liquidation, in such a manner as to eliminate or substantively change his position, and he chooses to leave CWB’s employ within 18 months of such an event, then CWB will pay him a settlement amount equal to two times the average of the two most recent full years’ base salaries and bonuses immediately prior to termination.

(2) RSUs and PSUs are subject to accelerated vesting in the event there is a change of control only if the officer’s or employee’s office or position is eliminated or substantially changed, and the officer or employee leaves CWB Financial Group’s employment within 18 months of the change of control. This amount is calculated as the number of outstanding units that immediately vest on the triggering event times the closing price on the TSX of a common share of CWB on October 31, 2022.

(3) All outstanding stock options vest in the event of the employee’s death or upon a change of control of CWB only if the officer’s or employee’s office or position is eliminated or substantially changed, and the officer or employee leaves CWB Financial Group’s employment within 18 months of the change of control. Stock options do not immediately vest upon retirement. The amounts in the table represent the incremental value of stock options vesting that would accelerate on the occurrence of a triggering event. This amount is calculated as the number of stock options that immediately vest on the triggering event pursuant to the terms of the SIP times the difference between the closing price on the TSX of a common share of CWB on October 31, 2022 and the applicable grant exercise price.

Canadian Western Bank- Management Proxy Circular | 66

Additional Compensation Disclosure

COMPENSATION OF SENIOR MANAGERS AND OTHER MATERIAL RISK TAKERS

The following information on compensation relates to employees who may have a material impact on our risk exposure and is disclosed in conformity with the Basel II, Pillar 3 and Implementation Standard of the FSB Principles and Standards disclosure requirements for remuneration. Under these requirements, senior managers and other employees whose actions could have a material impact on our risk exposure should have a significant portion of variable compensation deferred over a period of years. The purpose of the deferral is to ensure that these individuals are incentivized in a manner that is consistent with our long-term performance and sustainability.

The Risk Committee completes a detailed annual review to identify senior managers and other employees who, based on their roles, may have a material impact on our risk exposure. These employees are designated each year by management as Senior Managers and Other Material Risk Takers, based upon a review of the roles and responsibility of each individual. For these purposes, CWB defines “Senior Managers” to include the Executive Committee. “Other Material Risk Takers” include Senior Vice Presidents of CWB and other individuals occupying key roles at CWB Financial Group.

COMPENSATION AWARDED

TOTAL DIRECT COMPENSATION AWARDED IN FISCAL 2022 AND 2021

	2022 2021
	Senior Managers Other Material Risk Takers Senior Managers Other Material Risk Takers
Number of Employees	11 27 8 19
Fixed Compensation
Cash ($)	3,752,708 4,459,233 2,937,913 4,496,310
Variable Compensation(1)
Cash ($)(2)	2,406,400 2,088,110 2,827,400 2,679,185
Share and Share-Linked Instruments ($)	- - - -
Share and Share-Linked Instruments (deferred)(3)($)	4,255,895 4,012,977 3,098,520 2,844,423
Total Variable Compensation ($)	6,662,295 6,101,087 5,925,920 5,523,608
Total Direct Compensation ($)	10,415,003 10,560,320 8,863,833 10,019,918

(1) All Senior Managers received variable compensation awards of shares and share-based awards.

(2) This amount includes the total STIP award for each individual, which is prorated to the period of time such individual held their position as a material risk taker or senior manager.

(3) Deferred compensation includes stock options, RSUs, and PSUs.

SPECIAL COMPENSATION

TOTAL SPECIAL COMPENSATION AWARDED IN FISCAL 2022 AND 2021

	2022 2021
	Senior Managers Other Material Risk Takers Senior Managers Other Material Risk Takers
	Number of Employees Amount ($) Number of Employees Amount ($) Number of Employees Amount ($) Number of Employees Amount ($)
Sign-on Awards(1)	1 1,300,000 2 1,325,000 - - - -
Guaranteed Awards(2)	- - - - - - - -
Severance(3)	2 2,620,400 - - 1 661,000 - -

(1) Sign-on Awards include any one-time cash, deferred compensation awards, and contributions to the Supplemental Retirement Plan for hiring purposes. Payouts in connection with Sign-on Awards may be made in whole or in part in the year of grant or may be paid in subsequent fiscal years.

(2) Guaranteed Awards include all guaranteed incentive awards granted in fiscal 2022 and 2021, including any cash or deferred compensation awards. No individuals were eligible for guaranteed awards in 2021 or 2022. Guaranteed Awards, if applicable, are included in the variable compensation paid in the table entitled “Compensation Awarded” for Senior Managers.

(3) Severance includes all payments made due to termination of employment.

67 | Canadian Western Bank- Management Proxy Circular

DEFERRED COMPENSATION

Deferred compensation that remained outstanding and which had not expired as at October 31, 2022 and October 31, 2021, and previously deferred compensation that was paid out in fiscal 2022 and 2021, follows. Deferred compensation is comprised of stock options, RSUs, and PSUs.

	2022 2021
	Senior Managers Other Material Risk Takers Senior Managers Other Material Risk Takers
Outstanding Deferred Compensation
Vested ($)(1)(2)	- - 2,174,112 497,592
Unvested ($)(1)(3)	4,770,027 4,096,752 11,410,889 11,704,032
Total Outstanding ($)	4,770,027 4,096,752 13,585,002 12,201,624
Fiscal Year Payouts ($)(4)	4,612,169 2,225,229 4,077,055 3,592,931

(1) The value of vested and unvested awards is based on the closing share price on the TSX on October 31, 2022 ($23.70) and October 29, 2021 ($39.59).

• (2) Outstanding vested compensation is comprised of stock options that were exercisable on October 31, but that had not yet been exercised. Each outstanding stock option is valued at the closing price of a common share on the TSX on October 31, 2022, or October 29, 2021 (as applicable) less the exercise price.

(3) Outstanding unvested compensation is comprised of outstanding stock options that were not exercisable on or before October 31 in addition to RSUs and PSUs that had not vested by October 31. Outstanding stock options are valued at the closing price of a common share on the TSX on October 31, 2022, less the exercise price. Outstanding unvested RSUs and PSUs are valued at the closing price of a common share on the TSX on October 31, 2022, or October 29, 2021 (as applicable) in addition to any dividend entitlement earned on such unvested RSUs and PSUs between the date that they were granted and October 31, 2022, or October 29, 2021 (as applicable).

• (4) Fiscal year payouts include the value of exercised stock options during the fiscal year in addition to any RSUs and PSUs paid out in the fiscal year. Stock option payouts are valued at the closing price of a common share on the TSX on the exercise date less the exercise price. The value of RSU payouts is calculated based on the average of the weighted average trading price of the common shares on the TSX for each of the four business days preceding the vesting date plus the vesting date of the RSU in addition to any dividend entitlement that was earned on such RSU between the grant date and the vesting date. PSUs granted in fiscal 2018 and 2019 vested in fiscal 2021 and 2022, respectively. The value of PSUs that vested in the fiscal year are calculated as the number of PSUs that vested, multiplied by the vesting date value, multiplied by the applicable performance multiplier, to arrive at the award payout.

All variable compensation awards granted to Senior Managers and Other Material Risk Takers, both vested and unvested, are subject to recoupment in accordance with our Compensation Recoupment Policy. Unvested awards are also subject to forfeiture in the event that employment is terminated due to resignation or dismissal.

Canadian Western Bank- Management Proxy Circular | 68

Other Information

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No directors are, or were during the course of this fiscal year, indebted to us for any purpose. No executive officers are, or have been during the course of this fiscal year, indebted to us with respect to indebtedness entered into in connection with a purchase of CWB securities.

AGGREGATE INDEBTEDNESS

The aggregate indebtedness to us of all executive officers, directors, employees and former executive officers, directors and employees of CWB Financial Group as at January 31, 2023 follows. This amount includes routine indebtedness as defined under Canadian securities laws.

Purpose	To CWB or its Subsidiaries ($)	To Another Entity ($)
Share Purchases	-	-
Other	232,269,412(1)	-

(1) $200,525,394 of which represents indebtedness in the form of residential mortgages.

NON-ROUTINE INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS[(1)(2) ]

The non-routine indebtedness of each person who was a director or executive officer of CWB during the last fiscal year, as well as related persons of such directors or executive officers, follows:

		Largest Amount Outstanding During	Amount Outstanding as at
Name and Principal Position	Involvement of CWB or Subsidiary	2022 Fiscal Year ($)	January 31, 2023 ($)
Nil	Nil	Nil	Nil

• (1) This table excludes routine indebtedness. Routine indebtedness is defined to include (i) loans of $50,000 or less to directors, or executive officers, that are made on terms no more favourable than the terms on which loans are made to employees generally; (ii) loans to full-time employees, fully secured against their residence and not exceeding their annual salary; (iii) loans, other than to full-time employees, on substantially the same terms (including those as to interest and security rate) available to other customers with comparable credit and involving no more than the usual risk of collectability; and (iv) loans for purchases on usual trade terms, or for ordinary travel or expense advances, or similar reasons, with repayment arrangements in accordance with usual commercial practice.

• (2) “Executive Officer” means: a chair, vice-chair, president, CEO, CFO, a vice president in charge of a principal business unit, division or function (including sales, finance or production), an officer of CWB or any of its subsidiaries who performed a policymaking function in respect of CWB, or any other individual who performed a policy-making function in respect of CWB.

DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

We have purchased, at our expense, a liability insurance program for our directors and officers. This program covers directors and officers in circumstances including, and not limited to, where we are not able to or are prevented from indemnifying them, subject to the terms and conditions outlined in the policy wording. The program has an annual aggregated limit of $100,000,000 with a $100,000 deductible if the claim is indemnifiable by us. We paid a total premium of $509,180 covering the year ended October 31, 2022.

SHAREHOLDER PROPOSALS

The final date for submitting shareholder proposals for inclusion in the Management Proxy Circular for next year's annual shareholder meeting is November 2, 2023.

ADDITIONAL INFORMATION

Additional information relating to CWB may be found on SEDAR at www.sedar.com. Additional financial information is provided in CWB's consolidated financial statements and MD&A for the year ended October 31, 2022, which are both available on SEDAR at www.sedar.com and in our 2022 Annual Report.

Copies of the information referred to in this section may be obtained by writing to the Corporate Secretary, Canadian Western Bank, Suite 3000, Canadian Western Bank Place, 10303 Jasper Avenue NW, Edmonton, Alberta, T5J 3X6 or via CWB's website at www.cwb.com.

DIRECTORS’ APPROVAL

The Board has approved the content and sending of this Circular.

==> picture [96 x 33] intentionally omitted <==

Monique M. Petrin Nicholson Senior Vice President, General Counsel and Corporate Secretary January 31, 2023

69 | Canadian Western Bank- Management Proxy Circular

[THIS PAGE INTENTIONALLY LEFT BLANK]

[THIS PAGE INTENTIONALLY LEFT BLANK]

[THIS PAGE INTENTIONALLY LEFT BLANK]

==> picture [612 x 682] intentionally omitted <==