Additional Tier 1

Automatic Conversion upon a Non-Viability Trigger Event:

Upon the occurrence of a Non-Viability Trigger Event, each outstanding Note will be automatically and immediately converted, on a full and permanent basis, without the consent of the holder thereof, into that number of fully-paid Common Shares determined by the following formula: (Multiplier x Note Value) ÷ Conversion Price (rounding down, if necessary, to the nearest whole number of Common Shares), as detailed in the Preliminary Offering Memorandum

“Conversion Price” means the greater of (i) the Common Share Price and (ii) the Floor Price.“

Floor Price” means C$5.00, subject to certain limited anti-dilution adjustments as detailed in the Preliminary Offering Memorandum“

Multiplier” means 1.10.

Non-Viability Trigger Event

As defined in more detail in OSFI’s Guideline for Capital Adequacy Requirements, Chapter 2 – Definition of Capital, effective November 2018, as such term may be amended or superseded by OSFI from time to time, which term currently provides that each of the following constitutes a Non-Viability Trigger Event:

(a) the Superintendent publicly announces that the bank has been advised, in writing, that the Superintendent is of the opinion that the Bank has ceased, or is about to cease, to be viable and that, after the conversion or write-off, as applicable, of all contingent instruments (including the Notes) and taking into account any other factors or circumstances that are considered relevant or appropriate, it is reasonably likely that the viability of the Bank will be restored or maintained; or

(b) the federal or a provincial government in Canada publicly announces that the Bank has accepted or agreed to accept a capital injection, or equivalent support, from the federal government or any provincial government or political subdivision in Canada or agent or agency thereof without which the Bank would have been determined by the Superintendent to be non-viable.