Maxim Power Corp. — Capital/Financing Update 2021

Dec 17, 2021

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 (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. ACCI2717 dated December 16, 2021 (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 American market, Class F, due on January 12, 2029

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Linked to the 7-year term Callable monthly
(Starting in July 2022)
iShares® Core S&P
500 Index ETF
(CAD-Hedged)
Potential Coupon Maturity-Monitored
Payments: Barrier:
$5.04 p.a. -40.00%
Paid monthly
ISSUANCE DATE:
December 17, 2021 to January 6, 2022 January 12, 2022
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OFFER PERIOD: December 17, 2021 to January 6, 2022

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• 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 December 7, 2021, the dividends and/or distributions paid on account of the Reference Asset in the Reference Portfolio represented an annual indicative yield of 0.89%, representing an aggregate yield of approximately 6.23% 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: NBC22695

Dated December 16, 2021

2

Sample return calculations

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

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Cash Flow Summary
Sum of Coupon Payments $2.52 (6 Coupon Payments)
Maturity Redemption Payment $50.00
$52.52 (Annual compounded return of
Total Payments
-8.79%)
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Example 2

Cash Flow Summary	Cash Flow Summary	Cash Flow Summary
Sum of Coupon Payments		$5.46 (13 Coupon Payments)
Maturity Redemption Payment		$100.00
Total Payments		$105.46 (Annual compounded return of 0.76%)

Example 3

Cash Flow Summary	Cash Flow Summary	Cash Flow Summary
Sum of Coupon Payments		$5.04 (12 Coupon Payments)
Maturity Redemption Payment		$100.00
Total Payments		$105.04 (Annual compounded return of 0.70%)

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Example 4

Cash Flow Summary	Cash Flow Summary	Cash Flow Summary
Sum of Coupon Payments		$5.04 (12 Coupon Payments)
Maturity Redemption Payment		$100.00
Total Payments		$105.04 (Annual compounded return of 5.04%)

Summary of the Offering

Issuer:	National Bank of Canada
Issuer Credit	Long-Term Non Bail-inable Senior Debt rated DBRS: AA (low) / S&P: A / Moody’s: Aa3 / Fitch: AA-
Rating:	The Note Securities have not been rated by any rating agencies.
Principal Amount:	$100
Minimum Subscription:	$1,000 (10 Note Securities)
Auto Callable
Contingent Income	Maturity-Monitored Barrier
Type:
Currency:	Canadian dollars
Issuance Date:	January 12, 2022
Final Valuation Date:	January 5, 2029
Maturity Date:	January 12, 2029
Maturity	The Maturity Redemption Payment per Note Security will be as follows:
Redemption Payment:	(i) if the Reference Portfolio Return is equal to or higher than the Call Threshold on a Call Valuation Date, the Note Securities will be automatically 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, the
	Maturity 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 the
	Barrier 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 the
	Final 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 entitled to a single payment under the Note Securities on either the Maturity Date or a Call Date. If the Note Securities are automatically called the investment in the Note Securities will terminate as of the applicable Call Date and as such, Holders will receive the Maturity Redemption Payment applicable to such Call Date and not the Maturity Redemption Payment that they would have otherwise been entitled to on a subsequent Call Date or 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:	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 Variable
		Return 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 Return
		Threshold, the Variable Return will be equal to the product of (i) the Participation Factor and (ii) the amount by which the Reference
		Portfolio Return exceeds the Variable Return Threshold.

4

Participation Factor:	0.00%
Barrier:	-40.00%
Variable Return Threshold:	0.00%
Reference	On any day, the weighted average return of the Reference Assets calculated as the sum of the Weighted Reference Asset Return of each of the
Portfolio Return:	Reference Assets comprising the Reference Portfolio.
Weighted Reference Asset Return:	For each Reference Asset contained in the Reference Portfolio and on any day, the product of (i) the Reference Asset Return and (ii) the Reference Asset 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 the
	issuer on account of the Reference Asset. As of December 7, 2021, the dividends and/or distributions paid on account of the Reference Asset in
	the Reference Portfolio represented an annual indicative yield of 0.89%, representing an aggregate yield of approximately 6.23% over the term of
	the Note Securities, assuming that the yield remains constant and the dividends and/or distributions are not reinvested.
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 Coupon	Provided that the Reference Portfolio Return is equal to or higher than the Coupon Payment Threshold on the applicable Coupon Payment Valuation
Payments:	Date, Holders will be entitled to receive Coupon Payments of $0.42 (equivalent to 0.42% of the Principal Amount of each Note Security) on each
	Coupon Payment Date, as set forth in the Pricing Supplement.
Dealers:	National Bank Financial Inc. (“NBF”) and CIBC World Markets Inc. (the “Dealers”). CIBC World Markets Inc. will act as Independent Dealer. The
	Dealers will act as agents in connection with the offering and sale of the Note Securities.
Listing and	The Note Securities will not be listed on any securities exchange or quotation system. NBF intends to maintain until the Final Valuation Date (or
Secondary Market:	until a Call Valuation Date, if the Note Securities are automatically called (i.e. redeemed) prior to the Maturity Date), under normal market
	conditions, a daily secondary market for the Note Securities. If the price or the level of a Reference Asset is not published or, in an applicable
	case, if trading in a Reference Asset is disrupted or suspended, or if any other Market Disruption Event occurs, NBF will generally deem that normal
	market conditions do not exist. NBF may, in its sole discretion, stop maintaining a market for the Note Securities at any time without any prior
	notice 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 the
	Note Securities. Holders who have purchased Note Securities using the Fundserv network will be limited to the Fundserv network to sell Note
	Securities. Holders will thereby need to initiate an irrevocable request to sell the Note Securities to NBF. Provided the order is received before
	1:00 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 be
	treated 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 and
	received before the Sale Deadline Time on the following Business Day.
Early Trading Charge:	No early trading charge.
Eligibility for Investment:	Eligible for RRSPs, RRIFs, RESPs, RDSPs, DPSPs and TFSAs. See “Eligibility for Investment” in the Prospectus.

5

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:

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• 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 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 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 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 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.

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6

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.

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Coupon Payment Valuation Dates/ Coupon Payment Dates/ Coupon Payment Valuation Dates/ Coupon Payment Dates/
Call Valuation Dates Call Dates Call Valuation Dates Call Dates
February 7, 2022 February 14, 2022 August 5, 2025 August 12, 2025
March 7, 2022 March 14, 2022 September 5, 2025 September 12, 2025
April 5, 2022 April 12, 2022 October 6, 2025 October 14, 2025
May 5, 2022 May 12, 2022 November 4, 2025 November 12, 2025
June 6, 2022 June 13, 2022 December 5, 2025 December 12, 2025
July 5, 2022 July 12, 2022 January 5, 2026 January 12, 2026
August 5, 2022 August 12, 2022 February 5, 2026 February 12, 2026
September 2, 2022 September 12, 2022 March 5, 2026 March 12, 2026
October 4, 2022 October 12, 2022 April 6, 2026 April 13, 2026
November 4, 2022 November 14, 2022 May 5, 2026 May 12, 2026
December 5, 2022 December 12, 2022 June 5, 2026 June 12, 2026
January 5, 2023 January 12, 2023 July 6, 2026 July 13, 2026
February 6, 2023 February 13, 2023 August 5, 2026 August 12, 2026
March 6, 2023 March 13, 2023 September 4, 2026 September 14, 2026
April 4, 2023 April 12, 2023 October 5, 2026 October 13, 2026
May 5, 2023 May 12, 2023 November 4, 2026 November 12, 2026
June 5, 2023 June 12, 2023 December 7, 2026 December 14, 2026
July 5, 2023 July 12, 2023 January 5, 2027 January 12, 2027
August 4, 2023 August 14, 2023 February 5, 2027 February 12, 2027
September 5, 2023 September 12, 2023 March 5, 2027 March 12, 2027
October 4, 2023 October 12, 2023 April 5, 2027 April 12, 2027
November 6, 2023 November 14, 2023 May 5, 2027 May 12, 2027
December 5, 2023 December 12, 2023 June 7, 2027 June 14, 2027
January 5, 2024 January 12, 2024 July 5, 2027 July 12, 2027
February 5, 2024 February 12, 2024 August 5, 2027 August 12, 2027
March 5, 2024 March 12, 2024 September 3, 2027 September 13, 2027
April 5, 2024 April 12, 2024 October 4, 2027 October 12, 2027
May 6, 2024 May 13, 2024 November 4, 2027 November 12, 2027
June 5, 2024 June 12, 2024 December 6, 2027 December 13, 2027
July 5, 2024 July 12, 2024 January 5, 2028 January 12, 2028
August 2, 2024 August 12, 2024 February 7, 2028 February 14, 2028
September 5, 2024 September 12, 2024 March 6, 2028 March 13, 2028
October 7, 2024 October 15, 2024 April 5, 2028 April 12, 2028
November 4, 2024 November 12, 2024 May 5, 2028 May 12, 2028
December 5, 2024 December 12, 2024 June 5, 2028 June 12, 2028
January 6, 2025 January 13, 2025 July 5, 2028 July 12, 2028
February 5, 2025 February 12, 2025 August 4, 2028 August 14, 2028
March 5, 2025 March 12, 2025 September 5, 2028 September 12, 2028
April 7, 2025 April 14, 2025 October 4, 2028 October 12, 2028
May 5, 2025 May 12, 2025 November 6, 2028 November 14, 2028
June 5, 2025 June 12, 2025 December 5, 2028 December 12, 2028
July 7, 2025 July 14, 2025 January 5, 2029 Maturity Date
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* The Note Securities are not callable on such dates.