Interfield Global Software Inc. — Capital/Financing Update 2020

Apr 18, 2020

==> picture [612 x 108] intentionally omitted <==

April 17, 2020 File No.: 116403.00414/10145

VIA SEDAR

AUTORITÉ DES MARCHÉS FINANCIERS, QUÉBEC

ALBERTA SECURITIES COMMISSION

BRITISH COLUMBIA SECURITIES COMMISSION

MANITOBA SECURITIES COMMISSION

NOVA SCOTIA SECURITIES COMMISSION

OFFICE OF THE ADMINISTRATOR, MINISTER OF JUSTICE, NEW BRUNSWICK

ONTARIO SECURITIES COMMISSION

SASKATCHEWAN SECURITIES COMMISSION SECURITIES DIVISION, DEPARTMENT OF JUSTICE, NEWFOUNDLAND

PRINCE EDWARD ISLAND SECURITIES COMMISSION

(collectively, the “ Securities Regulators ”)

Dear Ladies and Gentlemen:

Re: National Bank of Canada (the “Bank”) - Prospectus Supplement NBC Contingent Income Note Securities

We refer to the Prospectus Supplement dated April 17, 2020 (the “ Supplement ”) of National Bank of Canada (the “ Bank ”) to the final short form base shelf prospectus dated July 3, 2018 of the Bank relating to the distribution of NBC Contingent Income Note Securities.

We hereby consent to the use of our firm’s name under the headings “Description of the Note Securities” and “Plan of Distribution”, as well as the reference to our opinion under the heading “Certain Canadian Federal Income Tax Considerations” in the Supplement.

We confirm that we have read the Supplement and have no reason to believe that there are any misrepresentations in the information contained in the Supplement that is derived from our opinion referred to above or that is within our knowledge as a result of the services we performed to render such opinions.

Yours truly,

(signed) Fasken Martineau DuMoulin LLP

116403.00414/107814267.1