Inventronics Limited — Capital/Financing Update 2022

Apr 27, 2022

The National Bank of Canada (the "Bank") short form base shelf prospectus dated July 9, 2020, as amended or supplemented, including by the Amendment No. 1 dated July 29, 2021 and the Amendment No. 2 dated March 8, 2022 (the "Prospectus"), the prospectus supplement thereto dated July 10, 2020, as amended or supplemented (the "Prospectus Supplement") to which it relates and the pricing supplement No. ACCI3080 dated April 27, 2022 (the "Pricing Supplement") (together, the "Prospectus"), containing important information relating to the Note Securities described in this document, have been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the Prospectus is required to be delivered with this document. This document does not provide full disclosure of all material facts relating to the Note Securities offered. Prospective investors should read the Prospectus, and any amendment thereto, for disclosure of those facts, especially risk factors relating to the Note Securities offered, before making an investment decision. Capitalized terms used herein and not otherwise defined have the meaning ascribed thereto in the Pricing Supplement, the Prospectus Supplement and the Prospectus. The Note Securities constitute Fund Linked Note Securities under the Prospectus. NBC Auto Callable Contingent Income Note Securities (no direct currency exposure; price return) Program.

NBC NOTE SECURITIES NBC Auto Callable Contingent Income Note Securities (Maturity-Monitored Barrier) linked to the Canadian market, Class F, due on May 14, 2029

April 28, 2022 to May 9, 2022 May 13, 2022

INVESTMENT HIGHLIGHTS:

Reference Portfolio:

Reference Asset name		Reference Asset ticker	Price SourceClosing Level		Reference Asset type	Reference AssetWeight
Units of the iShares® S&P/TSX 60 Index ETF		XIU	TSX	Closing price	Exchange-traded fund	100%
Barrier:	-30.00%
Coupon Payment Threshold:	-30.00%
Coupon Payment Frequency:	Monthly, as set forth in Schedule A
Call Frequency:	Monthly, starting in November 2022, as set forth in Schedule A
Call Threshold:	10.00%
Participation Factor:	0.00%
Currency:	Canadian dollars
Early Trading Charge:		No early trading charge

Daily secondary market available under normal market conditions

The Reference Asset Return for the Reference Asset is a price return, and will not take into account dividends and/or distributions paid by the issuer on account of the Reference Asset. As of April 14, 2022, the dividends and/or distributions paid on account of the Reference Asset in the Reference Portfolio represented an annual indicative yield of 2.49%, representing an aggregate yield of approximately 17.43% over the term of the Note Securities, assuming that the yield remains constant and the dividends and/or distributions are not reinvested.

→ Should you have any questions, do not hesitate to contact your advisor.

FUNDSERV CODE: NBC25674

The following are hypothetical examples included for illustration purposes only. The amounts and all other variables used are hypothetical and are not forecasts or projections. No assurance can be given that the results shown in these examples will be achieved.

Example 1

Cash Flow Summary
Sum of Coupon Payments	$3.51 (6 Coupon Payments)
Maturity Redemption Payment	$50.00
Total Payments	$53.51 (Annual compounded return of-8.55%)

Example 2

Cash Flow Summary
Sum of Coupon Payments	$7.605 (13 Coupon Payments)
Maturity Redemption Payment	$100.00
Total Payments	$107.605 (Annual compounded returnof 1.05%)

Example 3

Cash Flow Summary
Sum of Coupon Payments	$7.02 (12 Coupon Payments)
Maturity Redemption Payment	$100.00
Total Payments	$107.02 (Annual compounded return of0.97%)

Cash Flow Summary
Sum of Coupon Payments	$7.02 (12 Coupon Payments)
Maturity Redemption Payment	$100.00
Total Payments	$107.02 (Annual compounded return of6.98%)

Summary of the Offering

Issuer:	National Bank of Canada
Issuer CreditRating:	Long-Term Non Bail-inable Senior Debt rated DBRS: AA (low) / S&P: A / Moody's: Aa3 / Fitch: AAThe Note Securities have not been rated by any rating agencies.
Principal Amount:	$100
MinimumSubscription:		$1,000 (10 Note Securities)
Auto CallableContingent IncomeType:		Maturity-Monitored Barrier
Currency:		Canadian dollars
Issuance Date:	May 13, 2022
Final ValuationDate:		May 7, 2029
Maturity Date:		May 14, 2029
Maturity		The Maturity Redemption Payment per Note Security will be as follows:
RedemptionPayment:	(i)	if the Reference Portfolio Return is equal to or higher than the Call Threshold on a Call Valuation Date, the Note Securities will beautomatically called on the applicable Call Date and the Maturity Redemption Payment will be equal to $100 x [1 + Variable Return];or
	(ii)	if the Note Securities are not automatically called and the Reference Portfolio Return is positive on the Final Valuation Date, theMaturity Redemption Payment will be equal to $100 x [1 + Variable Return]; or
	(iii)	if the Note Securities are not automatically called and the Reference Portfolio Return is nil or negative but equal to or higher than theBarrier on the Final Valuation Date, the Maturity Redemption Payment will be equal to $100; or
	(iv)	if the Note Securities are not automatically called and the Reference Portfolio Return is negative and lower than the Barrier on theFinal Valuation Date, the Maturity Redemption Payment will be equal to $100 x [1 + Reference Portfolio Return].
	Except for the Coupon Payments during the term of the Note Securities, investors should understand from the foregoing that they will be entitledto a single payment under the Note Securities on either the Maturity Date or a Call Date. If the Note Securities are automatically called theinvestment in the Note Securities will terminate as of the applicable Call Date and as such, Holders will receive the Maturity Redemption Paymentapplicable to such Call Date and not the Maturity Redemption Payment that they would have otherwise been entitled to on a subsequent Call Dateor on the Maturity Date if the Note Securities had not been called.
	Notwithstanding the foregoing, the Maturity Redemption Payment will be subject to a minimum of 1% of the Principal Amount.
Variable Return:	A percentage calculated as follows:
	(i)where the Reference Portfolio Return on a given Call Valuation Date or on the Final Valuation Date is less than or equal to the VariableReturn Threshold, the Variable Return will be equal to 0%; or
	(ii)	where the Reference Portfolio Return on a given Call Valuation Date or on the Final Valuation Date is greater than the Variable ReturnThreshold, the Variable Return will be equal to the product of (i) the Participation Factor and (ii) the amount by which the ReferencePortfolio Return exceeds the Variable Return Threshold.
ParticipationFactor:	0.00%

Barrier:	-30.00%
Variable ReturnThreshold:	0.00%
ReferencePortfolio Return:	On any day, the weighted average return of the Reference Assets calculated as the sum of the Weighted Reference Asset Return of each of theReference Assets comprising the Reference Portfolio.
WeightedReference AssetReturn:	For each Reference Asset contained in the Reference Portfolio and on any day, the product of (i) the Reference Asset Return and (ii) the ReferenceAsset Weight.
Reference Asset	For each Reference Asset contained in the Reference Portfolio and on any day, a number, expressed as a percentage, calculated as follows:
Return:	(Closing Level / Initial Level) – 1
	The Reference Asset Return for the Reference Asset is a price return, and will not take into account dividends and/or distributions paid by theissuer on account of the Reference Asset.
Initial Level:	The Closing Level on the Issuance Date.
Final Level:	The Closing Level on the Call Valuation Date and the Final Valuation Date.
Potential CouponPayments:	Provided that the Reference Portfolio Return is equal to or higher than the Coupon Payment Threshold on the applicable Coupon Payment ValuationDate, Holders will be entitled to receive Coupon Payments of $0.585 (equivalent to 0.585% of the Principal Amount of each Note Security) on eachCoupon Payment Date, as set forth in the Pricing Supplement.
Dealers:	National Bank Financial Inc. ("NBF") and Desjardins Securities Inc. (the "Dealers"). Desjardins Securities Inc. will act as Independent Dealer. TheDealers will act as agents in connection with the offering and sale of the Note Securities.
Listing andSecondary Market:	The Note Securities will not be listed on any securities exchange or quotation system. NBF intends to maintain until the Final Valuation Date (oruntil a Call Valuation Date, if the Note Securities are automatically called (i.e. redeemed) prior to the Maturity Date), under normal marketconditions, a daily secondary market for the Note Securities. If the price or the level of a Reference Asset is not published or, in an applicablecase, if trading in a Reference Asset is disrupted or suspended, or if any other Market Disruption Event occurs, NBF will generally deem that normalmarket conditions do not exist. NBF may, in its sole discretion, stop maintaining a market for the Note Securities at any time without any priornotice to Holders. There can be no assurance that a secondary market will develop or, if one develops, that it will be liquid.
	In addition, any sale of Note Securities facilitated by NBF may be subject to an early trading charge, deductible from the sale proceeds of theNote Securities. Holders who have purchased Note Securities using the Fundserv network will be limited to the Fundserv network to sell NoteSecurities. Holders will thereby need to initiate an irrevocable request to sell the Note Securities to NBF. Provided the order is received before1:00 p.m. (Montreal time), or such other time as may be established by NBF (the "Sale Deadline Time") on any Business Day, the request will betreated on the same day. Any request received after such time or on a day that is not a Business Day will be deemed to be a request sent andreceived before the Sale Deadline Time on the following Business Day.
Early TradingCharge:	No early trading charge.
Eligibility forInvestment:	Eligible for RRSPs, RRIFs, RESPs, RDSPs, DPSPs and TFSAs. See "Eligibility for Investment" in the Prospectus.

Suitability for Investment

The Note Securities are not suitable for all investors. In determining whether the Note Securities are a suitable investment for you please consider that:

• the Note Securities provide no guaranteed Coupon Payments and if the Reference Portfolio Return is lower than the Coupon Payment Threshold on a Coupon Payment Valuation Date, you will receive no Coupon Payment on the related Coupon Payment Date, and you will receive no Coupon Payments over the term of the Note Securities if this occurs on all Coupon Payment Valuation Dates;
• the Note Securities provide no protection for your original principal investment and if (i) the Reference Portfolio Return is lower than the Call Threshold on every Call Valuation Date and is lower than the Barrier on the Final Valuation Date, and (ii) the sum of the resulting Maturity Redemption Payment and the aggregate Coupon Payments paid during the term of the Note Securities is less than the Principal Amount, you will receive an amount which is less than your original principal investment over the term of the Note Securities;
• in a scenario where the Reference Portfolio Return is equal to or higher than the Call Threshold on a Call Valuation Date or positive on the Final Valuation Date, there will be no Variable Return paid if the Reference Portfolio Return on such date is not above the Variable Return Threshold;
• any positive Reference Portfolio Return in excess of the Variable Return Threshold on a Call Valuation Date or on the Final Valuation Date will be multiplied by a Participation Factor which will result in a Holder receiving less than 100% of such excess positive Reference Portfolio Return, if the Participation Factor is less than 100%;
• your Note Securities will be redeemed automatically prior to the Maturity Date if on any Call Valuation Date the Reference Portfolio Return is equal to or higher than the Call Threshold;
• your investment strategy should be consistent with the investment features of the Note Securities;
• your investment time horizon should correspond with the term of the Note Securities; and
• your investment will be subject to the risk factors summarized in the section "Risk Factors" in the Pricing Supplement, the Prospectus Supplement and the Prospectus.

Risk Factors

The Note Securities differ from conventional debt and fixed income investments; repayment of the entire Principal Amount is not guaranteed. The Note Securities entail downside risk and are not designed to be alternatives to conventional debt or fixed income investments or money market instruments.

Investing in the Note Securities involves risks that are described under "Risk Factors" in the Pricing Supplement, the Prospectus Supplement and the Prospectus, including, without limitation, the section therein entitled "Certain Risk Factors related to the Fund Linked Note Securities". Purchasers are urged to read the information about these risks, together with the other information in the Pricing Supplement, the Prospectus Supplement and the Prospectus, before investing in the Note Securities. Holders who are not prepared to accept the risks described in the Pricing Supplement, the Prospectus Supplement and the Prospectus should not invest in the Note Securities.

NOTICE

The Note Securities will not constitute deposits that are insured under the Canada Deposit Insurance Corporation Act or any other deposit insurance regime designed to ensure the payment of all or a portion of a deposit upon insolvency of the deposit taking institution.

Amounts paid to Holders will depend on the performance of the Reference Portfolio. None of the Bank, its affiliates, the Dealers, or any other person or entity guarantees that Holders will receive an amount equal to their original investment in the Note Securities or guarantees that any return will be paid on the Note Securities. Since the Note Securities are not protected and the Principal Amount will be at risk (other than the minimum Maturity Redemption Payment of 1% of the Principal Amount), it is possible that Holders could lose some or substantially all of their original investment in the Note Securities.

For the various risks associated with such an investment, please see the "Risk Factors" section of this document and the "Risk Factors" section in the Pricing Supplement, the Prospectus Supplement and the Prospectus. Any prospective investor must be able to bear the risks involved and must meet the suitability requirements of the Note Securities. Please see the section "Suitability of the Note Securities for Investors" in the Pricing Supplement and the Prospectus Supplement.

SCHEDULE A

Call Dates, Coupon Payment Dates and Valuation Dates

The following dates are subject to postponement in certain circumstances as described in the Prospectus Supplement and the Prospectus.

Coupon Payment Valuation Dates/Call Valuation Dates	Coupon Payment Dates/Call Dates	Coupon Payment Valuation Dates/Call Valuation Dates	Coupon Payment Dates/Call Dates
June 6, 2022	June 13, 2022*	December 8, 2025	December 15, 2025
July 6, 2022	July 13, 2022*	January 6, 2026	January 13, 2026
August 8, 2022	August 15, 2022*	February 6, 2026	February 13, 2026
September 6, 2022	September 13, 2022*	March 6, 2026	March 13, 2026
October 5, 2022	October 13, 2022*	April 6, 2026	April 13, 2026
November 4, 2022	November 14, 2022	May 6, 2026	May 13, 2026
December 6, 2022	December 13, 2022	June 8, 2026	June 15, 2026
January 6, 2023	January 13, 2023	July 6, 2026	July 13, 2026
February 6, 2023	February 13, 2023	August 6, 2026	August 13, 2026
March 6, 2023	March 13, 2023	September 4, 2026	September 14, 2026
April 5, 2023	April 13, 2023	October 5, 2026	October 13, 2026
May 8, 2023	May 15, 2023	November 5, 2026	November 13, 2026
June 6, 2023	June 13, 2023	December 7, 2026	December 14, 2026
July 6, 2023	July 13, 2023	January 6, 2027	January 13, 2027
August 4, 2023	August 14, 2023	February 8, 2027	February 16, 2027
September 6, 2023	September 13, 2023	March 8, 2027	March 15, 2027
October 5, 2023	October 13, 2023	April 6, 2027	April 13, 2027
November 6, 2023	November 14, 2023	May 6, 2027	May 13, 2027
December 6, 2023	December 13, 2023	June 7, 2027	June 14, 2027
January 8, 2024	January 15, 2024	July 6, 2027	July 13, 2027
February 6, 2024	February 13, 2024	August 6, 2027	August 13, 2027
March 6, 2024	March 13, 2024	September 3, 2027	September 13, 2027
April 8, 2024	April 15, 2024	October 5, 2027	October 13, 2027
May 6, 2024	May 13, 2024	November 5, 2027	November 15, 2027
June 6, 2024	June 13, 2024	December 6, 2027	December 13, 2027
July 8, 2024	July 15, 2024	January 6, 2028	January 13, 2028
August 6, 2024	August 13, 2024	February 7, 2028	February 14, 2028
September 6, 2024	September 13, 2024	March 6, 2028	March 13, 2028
October 7, 2024	October 15, 2024	April 6, 2028	April 13, 2028
November 5, 2024	November 13, 2024	May 8, 2028	May 15, 2028
December 6, 2024	December 13, 2024	June 6, 2028	June 13, 2028
January 6, 2025	January 13, 2025	July 6, 2028	July 13, 2028
February 6, 2025	February 13, 2025	August 4, 2028	August 14, 2028
March 6, 2025	March 13, 2025	September 6, 2028	September 13, 2028
April 7, 2025	April 14, 2025	October 5, 2028	October 13, 2028
May 6, 2025	May 13, 2025	November 6, 2028	November 14, 2028
June 6, 2025	June 13, 2025	December 6, 2028	December 13, 2028
July 7, 2025	July 14, 2025	January 8, 2029	January 15, 2029
August 6, 2025	August 13, 2025	February 6, 2029	February 13, 2029
September 8, 2025	September 15, 2025	March 6, 2029	March 13, 2029
October 6, 2025	October 14, 2025	April 6, 2029	April 13, 2029
November 5, 2025	November 13, 2025	May 7, 2029	Maturity Date*

* The Note Securities are not callable on such dates.