Good afternoon, and welcome to Canadian Western Bank's annual meeting of common shareholders. My name is Sarah Morgan-Silvester, and I have the privilege of serving as the Chair of the Board of Directors of Canadian Western Bank. A warm welcome to our shareholders, proxy holders, and guests joining us today, both in person and by webcast. Our meeting today is being held in Edmonton, Alberta. We respectfully acknowledge that we are gathering today within Treaty 6 territory and Métis Nation of Alberta Region 4, the traditional and ancestral territory of the Cree, Dene, Blackfoot, Iroquois, Anishinaabe, Saulteaux, Nakota Sioux, and the Métis. Canadian Western Bank's business takes place across the traditional lands of First Nations Inuit and Métis peoples across Turtle Island, or what we call today Canada. We recognize and respect their histories, languages, and cultures that have been tied to this land since time immemorial. We make this acknowledgment in gratitude to the keepers of this land and in commitment as an organization and as individuals who bear responsibility for moving together with clear minds, open hearts, and tangible acts of reconciliation. I have a few formalities to share with you. We will begin the formal portion of our meeting by voting on the matters included in the management proxy circular provided to all shareholders. You will vote to appoint the auditor, to elect the directors, and on the advisory resolution on Canadian Western Bank's approach to executive compensation. Following the conclusion of the formal business of the meeting, Chris Fowler, our President and Chief Executive Officer, will make a presentation followed by a question and answer session. I'd like to set out a few rules for the orderly conduct of the meeting. Questions on a motion can be raised when the motion is tabled by any registered shareholder or duly appointed proxyholder. To ask a question, please raise your hand and a microphone will be brought to you. Questions will be addressed if they relate to procedural matters or relate directly to the motions before the meeting. For the purposes of the meeting today, registered shareholders and their duly appointed proxyholders who have registered with the scrutineer in person today and have not already voted have been provided with a three-part ballot listing the three resolutions being voted on by the common shareholders today. Once a resolution has been called for a vote, please complete the portion of the ballot corresponding to that resolution. Once we have voted on all three resolutions, the ballots will be collected, and the scrutineer will tabulate the results. Also joining me today are Chris Fowler, President and Chief Executive Officer, and Monique Petrin-Nicholson, Senior Vice President, General Counsel, and Corporate Secretary. Matt, you should also be acknowledged here as well, our CFO, of course. I appoint Ms. Petrin-Nicholson to act as secretary of the meeting, and I appoint Keith Claremont of Computershare Trust Company of Canada to act as scrutineer for this meeting. I am advised by the scrutineer that at least 48,912,295 common shares, representing 50.69% of all common shares of Canadian Western Bank, are represented at this meeting and that a quorum is present. Computershare Trust Company of Canada also advises that notice of this meeting has been given to the common shareholders in the proper manner. Accordingly, I declare this meeting of the common shareholders to be regularly called and properly constituted for the transaction of business. The first item of business is the receipt of the financial statements of Canadian Western Bank for the year ended October 31st, 2023, together with the report of the auditor, which are included in the annual report. The annual report has been provided to registered shareholders and is available electronically on Canadian Western Bank's website. I confirm that Canadian Western Bank's financial statements for the year ended October 31st, 2023, and the auditor's report have been received. The next item of business is the appointment of the auditor. I ask Ms. Petrin-Nicholson for the motion to appoint the auditor for the coming year. Thank you, Monique and Tracy. Are there any questions? I now call for a vote on the motion before the meeting. Would all registered shareholders and duly appointed proxy holders please mark your physical ballot if you have not already voted. Before we move to the election of directors, I'd like to take this opportunity to recognize and thank Dr. Marie Delorme on the occasion of her retirement from the board. We are grateful for her dedicated service and the thoughtful perspective that she has provided during her tenure. Marie, we thank you and wish you all the best. I now ask Ms. Petrin-Nicholson for the nomination of the nine individuals proposed for election in the management proxy circular provided to Canadian Western Bank's common shareholders. I, Monique Petrin-Nicholson, nominate Andrew J. Bibby, Maria Filippelli, Chris Fowler, Linda M. O. Hohol, E. Gay Mitchell, Sarah Morgan-Silvester, Margaret J. Mulligan, Irfhan Rawji, and Ian Reid to serve as directors of Canadian Western Bank until the next annual meeting of common shareholders. Monique, if you can just be a little closer to the mic, we're just struggling with hearing. That's great. Thank you. Thank you very much. The scrutineer has advised me prior to this meeting that the number of votes represented by the management proxy to be cast in favor of the individuals listed in the management proxy circular sent to shareholders is greater than the number of votes which could be cast for an alternative nominee today. Are there any questions? Thank you. I now call for a vote on the motion before the meeting. Would all registered shareholders and duly appointed proxy holders please mark your physical ballot if you have not already voted. The last item of business is the advisory vote on executive compensation. I ask Ms. Petrin-Nicholson for a motion to vote on the advisory resolution on Canadian Western Bank's approach to executive compensation. Monique Petrin-Nicholson moves that on an advisory basis, and not to diminish the role and responsibilities of the board of directors, shareholders accept the approach to executive compensation as set out in the management proxy circular delivered in advance of the 2024 annual meeting of common shareholders. Thank you, Monique and Tracy. Are there any questions? I now call for a vote on the motion before the meeting. Would all registered shareholders and duly appointed proxy holders please mark your physical ballot if you have not already voted. Thank you. We will provide registered shareholders and duly appointed proxy holders a little bit more time to complete the ballots. Now that the voting is complete, please print your name clearly in the space provided at the bottom of your ballot and sign your ballot. Once you've completed your ballot, please raise it in the air so it can be collected by the scrutineer. Now we'll just wait a little bit for everyone to finish off. While we're waiting, let me just say thank you to all those who are in attendance today. It is wonderful to see you. We will soon get to the informative part of our presentation, and we are looking forward to that as well and looking forward to any questions that you might have. We will now just tabulate our votes, so just bear with us a little bit longer. I will just wait for the scrutineer to wave at me. Thank you very much. Thank you. I have been advised by the scrutineer that the ballots and proxies deposited for the meeting have been tabulated and that the results of the voting are as follows. The resolution appointing KPMG LLP as auditor of Canadian Western Bank has passed. The nine director nominees have each been duly elected to serve as directors of Canadian Western Bank until the next meeting of common shareholders. The advisory resolution on Canadian Western Bank's approach to executive compensation has passed. A detailed report showing how votes were cast will be available on SEDAR+. There being no further business for this meeting, I declare the formal common shareholders meeting terminated, and I now invite Chris Fowler, our President and Chief Executive Officer, to speak to our fiscal 2023 performance and strategic activities. Thank you, Chris. Good afternoon. Thanks everybody that has come here today. We really appreciate you coming to the annual meeting, and hello to everybody who's listening online. We delivered financial performance in 2023 that demonstrated continued improvement against a challenging economic backdrop and included persistent inflation, increased interest rates, lower economic growth, and significant volatility in the global banking industry. The resilience of our financial performance confirms the strength of CWB's strategy to be the best full service bank for business owners in Canada. Our clients choose us as a trusted financial partner because we provide a differentiated level of service through specialized expertise, customized solutions, and faster response times compared to our competitors. It's our people that separate us from the competition by taking the time to understand our clients and their businesses and work as a united team to provide holistic solutions and advice. To achieve the level of success that we did in fiscal 2023 took the collective efforts of our team, who rapidly adopted the changing conditions and continued to go above and beyond for our clients. To our team members listening, I'm grateful for all your extra efforts and believe that our people are CWB's greatest strength. We'll continue to further strengthen our inclusive culture and create opportunities for growth in an organization where skill and performance is recognized, rewarded, and celebrated. We placed in the top 25 of this year's Best Workplaces in Canada for the second year in a row and were recognized by Waterstone Human Capital as having one of Canada's Most Admired Corporate Cultures for the fourth time, earning a place in their Hall of Fame. While the external environment dampened financial results through the first half of 2023, we successfully adapted by targeting lending opportunities to optimize returns within a prudent risk appetite and continued to enhance our client offering while proactively managing our expenses. Despite the volatility in economic conditions, we continued our trend of lower levels of credit losses, supported by our secured lending model, prudent underwriting decisions, and proactive loan management. As a result, our quarterly financial results improved as the year progressed, and we finished the year strong with 14% growth in common shareholders' net income in the fourth quarter, which supported delivery of 5% growth of common shareholders' net income on an annual basis. We exited the fiscal year with increased capital ratios, a resilient balance sheet, and are well-positioned to create value for our investors as we continue to win relationships with business owners and their families and follow our prudent lending approach, where we proactively manage our expenses to drive positive operating leverage. The disciplined approach to lending that we're taking in the current environment has targeted growth to our strategically important portfolios at appropriate financial returns relative to the underlying risk in the higher interest rate environment. General commercial lending to business owners is our core strategic target for growth, as it represents a broad section of the Canadian economy that we believe is underserved by other banks. To capitalize on the opportunity to increase our market share in this segment, we continue to enhance our capabilities and have launched a commercial digital cash management and payments platform for our commercial clients that will be deployed over the balance of fiscal 2024. With their strategic focus, we delivered 10% general commercial loan growth in the last year and 13% average loan growth in this category over the last five years. Our strategic effort to convert our general commercial clients from lending only to broader full-service relationships has supported 11% annual growth in franchise deposits over the last five years. While we've grown total loans 7% annually over the same period. Our overall level of loan growth has been dampened by lower origination volumes across our commercial real estate portfolios, as we've seen fewer new lending opportunities that meet our expectation of returns relative to the risk in the current high interest rate environment. Our targeted and disciplined approach to commercial real estate lending has continued to support strong credit performance and our overall balance sheet commercial real estate exposures has declined from scheduled payments and payouts at project completions. I'm excited about our opportunities in Ontario and the success of the expansion of our full service banking centers in the province so far. Business owners in Ontario tell us they want more from their banking partner than the competition provides, and they're hungry for an alternative. We're bringing in a banking experience to Ontario business owners that feels very different than what our competitors offer. Our new clients consistently underscore the value of our specialized expertise and our proactive personal service. In fiscal 2023, our teams delivered very strong 10% loan growth in Ontario, and we've grown loans in the province by an average of 11% annually over the last five years, supported by our full service banking centers in Mississauga and Markham. In January, we cut the ribbon to open our new banking center in Toronto's financial district, and we plan to open our Kitchener location later in 2024 to continue to capitalize on a significant growth opportunity in that market. With three established banking centers across the Greater Toronto Area, robust digital and mobile banking tools, and our new regional office for CWB Wealth, also in Toronto's financial district, we're well-positioned to help even more business owners find better banking alternatives from the differentiated full-service experience offered by CWB. We also recently reported in Q1 2024 results that continue to reflect our highly focused performance. We delivered positive operating leverage driven by disciplined expense management while continuing to target new lending opportunities that meet our risk-adjusted return expectations in the current environment. Our focused operating performance delivered pre-tax, pre-provision income growth of 14% compared to last year. In Q1 of last year, we recognized a large impaired loan recovery that provided a boost to net interest income and drove unusual outcome of our provision for credit losses being in a recovery rather than an expense position. With our provision for credit losses returning to within our normal range this year, our common shareholders' net income decreased by 7% compared to last year. We're well-positioned to create value for our investors and clients in the year ahead, supported by our strong balance sheet, prudent risk management, and the differentiated experience we provide to our clients. Before I close my comments, I'd like to thank all our teams across our business and thank our executive, Matt Rudd, Stephen Murphy, Jeff Wright, Kelly Blackett, and Carolina Parra for their hard work and commitment in making CWB the best bank for business owners in Canada. I'd like to express my gratitude to our clients for providing our teams the opportunity to be a trusted partner to support their success, and to my fellow shareholders, I'd like to thank you for your continued commitment and support. Thank you very much. Thank you very much, Chris. At this time, I invite our shareholders and duly appointed proxy holders to ask questions. If you would like to ask a question, could you please raise your hand? A microphone will be brought to you so that everybody can hear your question, including those on the webcast. Are there any questions? I'll start and hopefully we can get some other people to ask some questions. Your opportunity. The first one, last number of years been trying to do more general commercial lending, I understand that can come with more products, that's a good form of lending on the general commercial. What I had been wondering is how does that look on the secured lending? You've always been a secured lending bank, I was thinking that general commercial probably is not as secured. It is, actually. When we think about the businesses we finance, we're looking at financing their working capital, their equipment, and their owner-occupied real estate. Typically, when we put a financing package in front of clients, it would include security that would cover potentially a business, a building that they operate from, equipment that they would use to conduct their operations, and then clearly, if they have working capital assets we're looking to finance, that would be part of the equation. The core element of how we've conducted the bank since opening has been to target business owners that really are looking for that type of holistic financing. For us, that does include that secured lending model. Thank you. That's good to know. In general, you've been trying to increase the ROE. There's the move to the more advanced system. There's various levers you're trying to pull to get the ROE up. Now we've ran into an economy that's not as conducive to that. I'm just wondering what's your thoughts or what's the outlook to get the ROE up? How high might it go? How long might it take to get there? I can start. Let's tempt fate by moving the mic. So far so good. Yeah, that's a focus. It's clear that ROE is a driver of the share price, and our intent is to get the share price up. If you can drive ROE up, generally, the share price follows. The recipe we laid out. We had an investor day. We're now up almost a year and a bit ago. The recipe we laid out then is still valid, and it wasn't extremely complicated or exotic. Drive stronger loan growth. You don't need to shoot the lights out, but if you're in the high single digits, eking into double-digit percentage growth year- over- year at good spreads to good clients with good security, so you're keeping credit losses under control. Manage expenses, let it fall to the bottom line. I mean, that's basically the operating model. What's put pressure on our ROE in general is really two things that are really one thing. It's been lower lending volume in the current environment. You heard Chris talk in his opening remarks. We're very careful about loan growth. If we see good opportunities we like to the right clients, we're aggressive, and we pursue them. We do not stretch into industries we're uncomfortable with or in elements of risk we're uncomfortable with, or if we're not seeing enough pricing relative to the risk. We'd rather save our capital in our back pocket and wait for better opportunities. That's effectively what we've done over the last year. We're usually in that high single-digit, low double-digit percentage loan growth. In the last year, we were obviously lower than that. It's allowed us to accumulate a pretty good war chest of capital. That hurts ROE in the near- term because you're carrying higher equity, reduces ROE. Puts us in a good position that if you start to see interest rates come down, risk come out of the system, a wider set of opportunities that we like, we've got the capital to put to work. We're pretty optimistic about ROE looking forward. That's what's happened, and that's why we're focused on it. For us, it's not a complicated playbook, and one we're very focused on executing. Thank you. Hi there. My name's Percy. I'm a beneficial shareholder. First of all, I want to thank you for last year. You made a comment about when you saw this bank turning around. You surprised me because you said it was the third quarter. I didn't think it was going to happen until this year. Congratulations, you did well. Okay. My question to you is that when I take a look at some of the analysts that take a look at your bank, I don't think they have a proper perception of how well your bank is performing. I think you are often tied into the bank failures that are occurring in the States, as well as to what happened to Laurentian Bank and that. Do you think that they are taking a favorable look at your company, or is it something that you feel like I do, that you're not fully appreciated? Thank you. We probably both want to talk about that one. Yeah. Do you want me to start and we'll see if you add? Yeah, you can start. Yeah. The sell-side equity analysts, they have to look at this from two perspectives. They have to say, "How will your bank perform? What sort of numbers will they put up?" They're building models to try to make that prediction. Then they're also trying to predict, okay, in the financial market, in the pool of shareholders, will they buy you or not? Will more buy than sell? It's outside of just the financial. They're also trying to say, "What are the market trends?" It's a fact if you look backwards and compare to when you see economic stress, we get sold off pretty significantly. The assumption, I think, is that we're going to have this high amount of credit losses. We're a commercial bank. We're based in Alberta. Alberta is a cyclical economy, so people assume the worst. Through these cycles, we have very predictable, very stable credit performance, which isn't surprising to us because that's how we lend. Our share price pops when we get through that economic volatility and you start to see it recover. That's really been our challenge is trying to work with our sell-side analysts, work with shareholders that want to have these sorts of discussions where we'll explain how we lend money and why we're confident in our lending model and why past results aren't good luck. They're very structured results based on how we lend. That's the uphill fight. The latest decline in share price, and I agree, we had great momentum exiting the year. We put up what I thought was a pretty strong first quarter. If you look at just the growth of core profitability we had, 14%. That was strongest in industry, and our share price went down, and was going down pretty much through the entire start of 2024. What happened, another external event. We had a bank in New York who lends to commercial real estate in a city like New York, which is obviously a different market than we lend in, to a very different valuation of that property than we'd ever look at. They ran into trouble, and we got sold off because, well, here we are again, some potential credit issue in the market. That's what we're fighting against, but we keep having that fight. All we can do is manage a good credit book, tell people that's what we're doing and why and what that produces, and keep driving operating performance that's strong and improving. The share price will eventually follow. We can't control that. All we can do is run a good bank, and that's what we'll continue doing and continue explaining to people that that's what we're doing. It's frustrating, though. Yeah. There's not much to add. That was excellent, Matt. Yeah, we can only control what we can control. We're very targeted on who our client is. We want to ensure that we've got a real eye on how we approach that, we're very consistent in how we deal with our clients and look to grow. We really focused on how we grow this bank. Funding capital diversification, funding, you see great deposit growth in our core business, and that's branch-raised deposit growth. We've done that with improving that connection between both sides of the balance sheet for our clients, where our clients aren't just borrowers, they're also full-service clients of the bank, and we're looking to enhance our competitive product levels that we can provide, as I just spoke to digital cash management and all these different opportunities that help us on that funding side. Capital, we're very well capitalized, very strong balance sheet. Diversification, that Ontario opportunity is significant. There's a lot of our core clients in Ontario. Actually, Ontario market is as big as Western Canada. We see great opportunities for growth there. We're not going outside of our core business that we've always done. We're very focused, very targeted, and look to replicate that offer that has been very successful in Western Canada, provide that in Ontario to create those opportunities. When we think about the analysts, we have obviously very strong conversations with them. We actually have the most buys on us of all the banks. I think they do look at us. Obviously, I think we are in that category when, as Matt spoke, a regional bank in the U.S. has a problem, that just sort of goes out into the market, and that's a challenge. It's not something we can control. We have to control what we do, and that's our focus. Good point. We have 13 sell side analysts that follow the bank and 12 buys. Good ratio. Yeah. We'd like it to be 13, and we're working on it. Yeah. Any other questions? Good afternoon. The majority of your loans, 27% of your stuff is into real estate. What's the split between commercial and residential, and what's your positioning for managing that risk with the commercial side specifically? Yeah, I'll start, and you explain how we're managing it. The majority of our completed properties, so property's done, it's producing income, we have a mortgage on that property. Industrial, so warehouses, logistics, that's our biggest category in there. We have very little residential, very little in terms of pure retail like shopping malls or the like. That's a pretty small percentage of the portfolio and very little office. Industrial is really our target market in the completed properties. In properties that are under construction, that's mostly residential, multi-family, affordable housing. The reason why we don't have the completed mortgage when those properties get done is that's an extremely competitive area of the market. The spreads, frankly, are too low for us relative to the capital we hold against those based on our current model. We don't participate. It's pretty rare where we can make the economics work. That's the makeup of the book. In terms of how we manage it, I think, Chris, it'd be good to give an overview of how we lend into the space. Sure what we target, and then how we manage any issues. The commercial mortgage side that Matt spoke, it is focused on industrial properties. That really is looking at the borrower, the property, the rent roll, determining the mortgage ability of the cash flows that are generated from that, and then looking at kind of the total client, what other opportunities do they have, what's the size of their balance sheet, and what risk are we looking to take? Then it's kind of that risk-reward trade-off in that kind of commercial mortgage category. It's a very competitive category. All the banks are in it, credit unions, life co's, pension funds. We really do that risk-return trade and decide where do we want to be. You'll have noticed in our portfolio, that percentage of our total loans has gone down, and it's gone down because it's being pretty aggressive. We've also really looked to stay in the loans that we're very positive on because we see that level of kind of the risk has gone up in a higher interest rate environment, and we want that return to really reflect the risk. That's why you've seen that portfolio decline. The same on the project lending side. To Matt's point, those are mostly residential-focused, and that market too, we've seen kind of a pullback there as the interest rates have increased. A lot of the developers who would be our primary borrowers are kind of looking at the depth of the market and deciding whether they want to go forward with the project. If they do, we typically have pre-sale requirements. It's some percentage of the total number of units, and for those pre-sale deposits, pre-sales come along with pre-sale deposits. That has to factor into those developers deciding whether to go forward. That's another market that has slowed, and it slowed in Alberta starting in, say, 2016 when the oil price dropped. Both Edmonton and Calgary slowed in terms of new construction, and a lot of that exposure has been in Vancouver and Toronto. Those markets with the higher rates, again, the developers are really deciding when they come to market, and we'll just see where that goes. Again, that has been a very strong market for us historically, and we're very focused. We've really looked to upgrade and zero in on tier 1 developers that have bigger balance sheets, long track records with successful completion of projects, and just be really focused on what we're signing up for and how that works. It's a great market, and we're certainly looking to continue to support it. Thank you very much, Chris and Matt. Are there any other questions? I don't see any, but really, Chris, Matt, and I would be more than happy to answer any other questions that you may wish to pose one-on-one. With that concludes the question and answer portion of the meeting. On behalf of Canadian Western Bank, thank you so much for joining the meeting today. I look forward to talking with you at our next annual meeting. Thank you all very much.
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