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AGM 2020

May 15, 2020

David LeGresley
Chair of the Board and Director, Equitable Group

Good morning, and thank you for taking the time today to join Equitable's 2020 Annual Meeting with Shareholders. My name's David LeGresley. I'm Chair of the Board and Director of Equitable Group, the parent company of Equitable Bank: Canada's Challenger Bank. Andrew Moor, our President and CEO; Tim Wilson, Senior Vice President and Chief Financial Officer; Michael Mignardi, the Bank's Vice President and General Counsel; and Linda Dwyer, our Corporate Secretary, are also participating. I'd like to welcome all shareholders and proxy holders, as well as guests and friends of Equitable, and remind you that we have posted a slide deck to the Computershare virtual interface. Should you wish to follow along with our presentations, we will let you know when to advance the slides. We are on slide one, now turning to slide two.

It's hard to believe that just a couple of months ago, the Bank was well along the way to another strong first quarter performance, having finished 2019 and the previous decade with record earnings and an enviable history of superior long-term shareholder value creation. The economic and social lockdown brought on by the COVID-19 pandemic has changed Canada and altered the course of the entire economy. For those struggling with health issues, loss of employment, and business shutdowns, we extend our heartfelt sympathies. While no one saw this coming, it is precisely for this reason that banks, including Equitable Bank, devote so much time to risk management, stress testing, and the application of disciplined, prudent lending practices. Our risk management pyramid is on slide three. For our part, we remain confident that the strong capital foundation we've built will allow Equitable to prevail even under these difficult circumstances.

That said, we recognize that these are extraordinary times. Accordingly, our outstanding executive team and your Board of Directors have made adjustments to ensure Equitable continues to perform responsively and responsibly for consumers, partners, shareholders, while protecting our employees and enhancing the Bank's ability to withstand a prolonged economic recession. The adoption of this virtual meeting format is just one small example of adjusting to new realities. Later in this meeting, Andrew will speak to our response to the challenges brought by COVID-19 after we conduct the formal business and before we take your questions. On a related note, we would like you to participate in this meeting as if you were attending in person. If you wish to ask a question, please select the messaging icon on your screen and follow the instructions.

I encourage you to submit your question as early as possible so we may address them at the right moment during the meeting. In these ways, today's format will as closely emulate a physical meeting as possible. Moving now to slide four. This is one of those moments without precedent that tests our business IQ and brings in a sharp relief of the value of our established governance practices. As we sail into uncharted territory, it is comforting to know that your company is served by a strong, independent board comprised of invested individuals who have many years of relevant business and management experience. I'm speaking of Eric Beutel, Michael Emory, Susan Hutchison, Kishore Kapoor, Lynn McDonald, Rowan Saunders, Vincenza Sera, and Michael Stramaglia. I thank the members of our board, each of whom is also participating remotely, for your deep engagement and commitment to all things Equitable.

Moving to slide five. As I know a great number of Equitable employees are also shareholders who are listening today, I must say I'm impressed by the professionalism and compassion you've shown in serving our customers throughout this difficult time. While tone from the top is very important, it is the people on the ground who make this Bank the great business that it is today. Now turning to the business of the meeting and slide six. I appoint Linda Dwyer, Equitable Bank's Corporate Secretary, to act as Secretary of the Meeting. I also appoint Matt Gemmell of Computershare Investor Services Inc, our transfer agent, to act as Scrutineer. We have received confirmation from Computershare that notice of the meeting was given in a proper manner and that the meeting materials were mailed to shareholders in compliance with applicable securities rules.

Copies of such documents were also made available to shareholders through Notice and Access. I would ask the Secretary to ensure that the affidavit is kept within minutes of this meeting. I've also been provided with a report from the Scrutineer, which states that 11,759,337 common shares, representing 69.97% of all common shares of EGI, are represented by proxy at this meeting and that a quorum is present. I therefore declare this meeting to be properly called and duly constituted for the transaction of business. The Scrutineer's report also confirms that the votes represented by proxy at this meeting are sufficient to pass all matters to be voted on today. As a result, and for efficiency, there will be no voting at this meeting unless a shareholder or proxy holder requests otherwise.

For the first item of business is to receive the financial statements of Equitable Group Inc for the year ending December 31st 2019. The financial statements and the auditor's report on those statements were filed on SEDAR on February 24th 2020, and were also mailed to those shareholders who had requested them. I therefore declare the financial statements of EGI for the year ending December 31st 2019, together with the auditor's report, have been received. The next item of business is the election of directors. I call upon Linda Dwyer for the nomination of the 10 individuals proposed for election in the Management Information Circular provided to shareholders.

Linda Dwyer
Corporate Secretary, Equitable Bank

I, Linda Dwyer, nominate Eric Beutel, Michael Emory, Susan Hutchison, Kishore Kapoor, David LeGresley, Lynn McDonald, Andrew Moor, Rowan Saunders, Vincenza Sera, and Michael Stramaglia, each to serve as the Director of Equitable Group, Inc, until the close of the next annual meeting of shareholders or until the appointment of his or her successor.

Michael Mignardi
VP and General Counsel, Equitable Bank

My name is Michael Mignardi, and I second the nomination.

David LeGresley
Chair of the Board and Director, Equitable Group

Thank you both. I'm advised by our Scrutineer that the number of shares represented by proxy to be cast in favor of the election of each individual named in the Management Information Circular is more than sufficient for me to declare, and I do, that the 10 director nominees have each been elected to serve as directors of Equitable Group Inc until the next annual meeting of shareholders. The next item of business is the appointment of auditors. I ask Linda Dwyer for the motion to appoint the auditors for the upcoming year.

Linda Dwyer
Corporate Secretary, Equitable Bank

I, Linda Dwyer, move that KPMG LLP be appointed as auditors of Equitable Group Inc, until the close of the next annual meeting of shareholders, at remuneration to be fixed by the directors.

Michael Mignardi
VP and General Counsel, Equitable Bank

My name is Michael Mignardi, and I second the motion.

David LeGresley
Chair of the Board and Director, Equitable Group

Again, thank you both.

I'm again advised by our Scrutineer that the number of shares represented by proxy to be cast in favor of the appointment of the auditors of EGI, as listed in the Management Information Circular, is more than sufficient for me to declare, and I do, that KPMG LLP has been appointed the auditors of Equitable Group Inc until the next annual meeting of shareholders. That concludes the formal business of the meeting. A detailed report showing the final voting results will be available on SEDAR and on Equitable Bank's website later today. I declare the formal part of the meeting terminated. As noted, we will have a question and answer period shortly, and you may submit your questions using the messaging icon on your screen. Now, it's my pleasure to yield the virtual floor to Andrew Moor and slide seven in your deck.

This slide contains the company's caution regarding forward-looking statements. To paraphrase, our presentations, comments, and answers to your questions may contain forward-looking information, including statements regarding possible future business and growth prospects for the company. You're cautioned that forward-looking statements involve risks and uncertainties, including those introduced by the current global COVID-19 pandemic. Certain material factors or assumptions were applied in making these statements and could cause results or performance to differ from forecasts or projections expressed in these statements. Equitable does not undertake to update any forward-looking statements except in accordance with applicable securities laws. Now, here's Andrew.

Andrew Moor
President and CEO, Equitable Bank

Thank you, David, and thank you to all shareholders, proxy holders, and guests for participating in this virtual meeting. This is a very difficult time for Canadians of all walks of life. While we're a bank and a business that plays a role in the economy and households and small businesses across the country, we're also people who care deeply about others. Our hearts go out to all of those who are suffering, and we offer special thanks, especially during National Nursing Week, to our frontline healthcare workers for their selfless acts of courage. In developing my remarks today, I decided to stay very focused on the things we are doing as a bank to respond to this crisis and to offer a few thoughts on the future. In this environment with so many competing items we all need to attend to, I thought shorter would be better.

However, if you're interested in more details, our first quarter MD&A, along with a recording of our earnings conference call held yesterday, are available at equitablebank.ca. I also completed an interview on BNN yesterday that explored broader economic commentary and themes, and you might be interested in that. Moving to part one of my remarks and slide eight, I'll talk about actions taken within the bank to protect our employees and help our customers and communities. As soon as we saw the lockdown coming, we moved quickly to do all the things you expect a prudent bank to do. First, we enacted our business continuity plan, and that meant moving our team to safer ground, which in this crisis is home.

As a digital branchless bank with a very strong cloud-based architecture backing our EQ Bank P latform, it was comparatively easier for Equitable to adjust to a world of physical distancing than other banks. But there were still some big adjustments for the team. Not everyone has the benefit of a home office. I know some employees are working in their kitchens, bedrooms, or, like me, their basements. I'm truly appreciative of their extraordinary efforts. We sought to support our team through this period by ensuring our employees have the tools and knowledge to maintain their mental and physical health and achieve some sense of normal work-life balance. We've also been crystal clear about the confidence they should have in their continuing employment with the bank.

Despite all the distractions that a move of this nature caused, the Equitable team continued to perform at a really high level, responding to all customer requests with their usual vim and vigor. As you can imagine, early in the lockdown, we addressed many more calls, emails, and social media messages from our customers than ever before. I took a few of these calls myself, and understandably, there was a high degree of anxiety among our customers. While this anxiety has abated somewhat, it is still an anxious time for Canadians. The federal government has certainly stepped up to offer support for those temporarily out of work or whose businesses have been impacted. For our customers, Equitable has granted loan payment deferrals to 14,500 of our retail and commercial borrowers.

Deferrals can make a world of difference to those who have lost income, with the objective being to keep everyone sheltered in place. To the bank, a deferral itself represents a relatively modest increase in risk. At an average loan-to- value of 64% and an interest rate of 4.9%, the LTV on an uninsured mortgage will only increase by 0.8% over three months or 1.6% over six months, assuming house prices don't change. While not a specific gesture related to the lockdown, as Canada's challenger bank, we offer free Interac transfers for bill payments within EQ Bank, the most cost-effective international money transfer service of all Canadian banks, what is believed to be a fantastic customer experience, and great savings rates on all products. A safe, secure haven for one's money is something I know our customers appreciate.

Equitable has also remained active with our long-term partner organizations, Madison Community Services, CRC 40 Oaks, and the Mount Sinai Hospital Foundation, through our charitable donations and support programs to ensure they're able to step up to the challenge posed by the pandemic. I encourage you to review our Public Accountability statement for information on the year-round efforts our employees and our bank make to help. Moving to part two of my remarks and slide nine, I'll describe actions taken to protect the bank with a management mindset that this is clearly attuned to this environment, focusing on managing risk closely and not stretching risk boundaries to seek higher returns. As David indicated, the bank has always operated with a strong risk management culture.

While in no way the same, the great recession in 2009 provided a testing ground for all banks, and through that period, Equitable found a good way forward through various actions. What we learned then, we applied as soon as we saw the lockdown coming. During the first quarter itself, we increased liquidity by CAD 600 million. We know this weighs on profitability as it represents negative carry, and although we have not experienced any institution-specific stress, we felt it was most prudent under the circumstances. Like other Canadian banks, we have access to funding facilities put in place through the Bank of Canada and CMHC. In addition, we have extensive liquidity facilities available from other banks. I am very comfortable with our liquidity position. Government restrictions to control the pandemic also depressed economic activity and may depress asset values in our key markets.

In order to be prudent, while there is uncertainty in underlying collateral values, we have dialed back our loan to values in many of our lending businesses. While this will slow loan growth, it will ensure that the bank continues to stand on strong foundations. We have run a broad series of financial and capital stress tests to ensure the bank can manage through both possible and extreme downside economic scenarios involving significant employment loss and real estate price declines. Some of those scenarios are shown on slide nine. As true bankers, our role is to ensure we never downplay risk, and that means staying abreast of changing economic forecasts in our modeling. On slide 10, you can see our capital ratios at March 31st.

Based on the results of tests to date, even in the most extreme scenario analyzed, Equitable has sufficient capital to absorb potential losses without being forced to raise capital at dilutive share values, and we remain profitable in each year of the testing horizon. Our liquidity and risk management actions have continued in Q2 as we have already insured CAD 622 million of residential mortgages under CMHC's portfolio insurance program. This move alone has an equivalent 30 basis points positive impact on our CET1 ratio, which is a measure of the amount of risk-absorbing capital the bank is maintaining. In fact, it's the highest form of such capital. Along with slowing the pace of growth and risk-weighted assets and sustaining our profitability, we expect CET1 to remain, as it has in the past, at a level higher than the other eight Schedule I banks, including the TSX Composite Index.

These and other actions ensure that our bank will maintain its rock-solid foundation. There is an added element of support for the banking system in this country, referring to actions taken by OSFI, the banking regulator, the Bank of Canada, and the Canadian government. All have provided very constructive guidance and assistance, and we thank them for that. As a Schedule I Canadian bank, Equitable is making use of relevant programs, including the Bank of Canada's Standing Term Liquidity Facility and the expanded Canada Mortgage Bond Program, to further strengthen our liquidity. Moving on to slide 11, you will recall that last summer, Equitable announced its intention to grant a common share dividend at a rate between 20% and 25% for each of the next five years. The board has put these planned increases on hold because of regulatory guidance from OSFI to the banking industry.

The guidance to all federally regulated banks was to cease increasing dividends as a means of supporting financial and operational resilience. That said, I'd like you to know we do not plan on decreasing the dividend. Our low payout ratio, which was 11% last year, means that we have room to maintain our dividend and still build capital organically. We continue to believe that delivering increased dividends will be important to returns to our shareholders over the longer term, and we will revisit our approach to dividend growth as soon as the circumstances allow. Moving to part three and slide 12, a few thoughts on the future.

As much as the world has changed and will continue to change, we still believe our medium-term financial objectives found in our annual report are within reach in the years after we emerge from COVID-19, as we realize our vision as Canada's challenger bank. As a digital branchless bank with an award-winning EQ Bank All Digital Platform, Equitable is in a unique position to serve customers in this era of physical distancing. We knew it was only a matter of time before Canadians grew more comfortable in our pure approach to digital banking, and it seems that the pandemic is a helpful catalyst in that regard. We're seeing clear signs of that. As we speak, EQ Bank is opening accounts at a much higher pace than normal, and I am enormously encouraged by the progress we are making in this area.

Knowing this, we will continue to move forward through this period by investing in the advancement of our digital capabilities and the creation of new EQ Bank offerings. Summary on slide 13, I can assure you that we will maintain the bank's proven strategy for long-term value creation. We've used it to great effect for over a decade, and it remains just as valid as ever because it protects our depositors and shareholders and causes us to think deeply and in a disciplined manner about capital allocation and capital deployment so we can optimize returns. As I hope you can tell, we have made prudent moves to protect our institution. If I can leave you with three messages, they are these. First, the bank's liquidity is in great shape. Second, our capital position is strong.

Finally, while like all banks, we expect loan losses to increase in a stressed economy, our approach to lending is sound and prudent, and any losses will be manageable. We don't know how and when this health crisis will end. What we do know is that Equitable was the bank Canadians could count on before the pandemic, and it's the bank you can count on now and into the future. Thank you for listening, and now back to David for questions.

David LeGresley
Chair of the Board and Director, Equitable Group

That's great. Thanks, Andrew. Now that the formal business is concluded, it's time for a question period. I would just like to remind you that if you wish to ask a question, please select the messaging icon on your screen and follow the instructions. When submitting your question, please indicate your name, the entity you represent, if any, and confirm you are a registered shareholder or a duly appointed proxy holder. At our end, we will summarize the question and read aloud your name and, if applicable, the entity you represent. As we believe strongly in shareholder engagement, we will respond to as many questions as time permits. If your question has already been asked by another shareholder and answered, we will move to the next question. We will pause here to compile questions.

Tim Wilson
SVP and CFO, Equitable Bank

We have two questions that have come in on the line, which I will repeat for everybody's benefit. The first relates to the deferral program that we've offered to our mortgage borrowers, and the shareholder is interested in any insights we can provide on the nature of the deferrals, specifically what percentage of the deferrals were provided to people who have actually lost their employment.

Andrew Moor
President and CEO, Equitable Bank

Yes, thank you for the question. I don't know that we have that precisely or even actually, I can't even really answer it anecdotally. What we have been asking our customers when they call in, trying to be empathetic around understanding, asking the basic questions, have they got loss of income and being generally fairly relaxed about offering these deferrals just because, as I mentioned, the stress is so high. The pushback was seen as not being particularly constructive, but we are asking people whether they've lost income. Does it make sense they've lost income based on the job that we understand they have, and if that's the case, then been offering these deferrals.

But I would say a lot of them are on one, two, and the most we've gotten so far is three-month deferrals, which is not to say that we won't extend these deferrals when it turns out that people have still got extended job loss. We thought it'd be useful to kind of touch base with our customers to the extent that they're actually back in employment in a shorter time frame. It may well make sense for them to kind of reverse those deferral decisions. So I think it's true that my sense is that many of them are doing this as a bit of an abundance of caution, not knowing what's ahead, rather than actually suffering from job loss. But I'm afraid I don't have a precise statistic on that.

That's my impression from talking to our customer service team, who, by the way, have done a fantastic job.

Tim Wilson
SVP and CFO, Equitable Bank

Thank you, Mr. Moor. The second question relates to the product roadmap for EQ Bank. It begins by acknowledging the successful launch of our brokered US dollar high-interest savings account recently and asks whether there's any plans to introduce a US dollar product over the EQ Bank platform. It then further asks about the status of joint accounts and small business accounts that were discussed at last year's meeting. It asks about a virtual debit card that may be used with Apple Pay or similar tools and provides the example of Revolut, which appears to be positioned to launch a virtual debit card in Canada and has done so in other markets.

Andrew Moor
President and CEO, Equitable Bank

Great. That's quite a large range of products, all of which are things that we're thinking about very actively. So thank you for the question pointing out that we were the first bank to take advantage of the fact that CDIC is now offering coverage on USD HISA. So as you point out, we launched a USD HISA towards the end of last month and are seeing some good traction through the broker channel in that area. That will be launched in the EQ Bank channel either towards the end of this year or early next year, so something we're very actively working on. Things of extreme value to people that have property in the United States, for example, to be able to hold U.S. dollars here, so snowbirds.

And what we're actually going to have as a great piece of that product is the ability to move money into accounts in the United States very easily and cheaply. So we're looking forward to bringing some innovation to that side of the market. Joint accounts, we would be expecting to launch in June, so they're just around the corner. We're testing them now, and I'm pretty excited about that. One of the things about joint accounts is that with most conventional banks, they're extremely challenging to set up. You're being forced to move into the branch world and get all the people involved in the joint account in the branch at the same time. Where we're bringing some fantastic innovation is the ability to link to borrowers in a digital environment. So again, bringing some unique innovation, we believe, into the Canadian market to that side of things.

We're also looking at registered accounts later this year, so more going on there, and yeah, payments and cards generally is an area of a lot of interest. I have a Revolut card. I have hundreds of different cards from financial services providers just to test them all out, so I would say that, yeah, you should expect to see some innovation on the payment card front over the next year or so. That's a little further down the roadmap than things like joint, which are really just around the corner.

Tim Wilson
SVP and CFO, Equitable Bank

Thank you. We have some additional questions that have come in in the meantime, one of which builds on your earlier answer about deferrals and asks how long we could conceivably offer more deferrals once the current deferral periods end.

Andrew Moor
President and CEO, Equitable Bank

This is actually something that's really been established for the Department of Finance, and it really came from a request from the Ministry of Finance to the major banks. The way this works within the kind of regulatory framework is really offering deferrals in total up to six months in this COVID environment. We wouldn't expect to be offering deferrals beyond six months.

Tim Wilson
SVP and CFO, Equitable Bank

Okay. And then the final question appears to be related to our expenses and efficiency ratio and asks what level of efficiency ratio we are aiming for this year.

Andrew Moor
President and CEO, Equitable Bank

Tim, you're the CFO, so why didn't you address that question?

Tim Wilson
SVP and CFO, Equitable Bank

I'd be happy to answer my own question. So what we communicated yesterday clearly on our call with analysts after our results were released is that we believe expenses will remain roughly at Q1 levels through the duration of the year. Answering a question about our efficiency ratio is difficult because we have not provided any outlook on our revenue, which is the denominator in the efficiency ratio question. So we will, again, reiterate the guidance that expenses are expected to remain level with Q1 through the year, and I think it then falls upon investors to consider what revenue they believe we will earn over the course of the year and derive the efficiency ratio. But unfortunately, we're not providing any guidance on that front at the moment.

Andrew Moor
President and CEO, Equitable Bank

Just to add on that, we have been controlling expenses in this post-pandemic world, partly because I don't want to be in the place where we would ever have to lay anybody off. So we're not trying to overhire and then find that we've got people that are surplus to the needs if business indeed becomes quite a bit slower, but more because it's very hard to onboard people and make them productive in a socially distant world. And just thinking about kind of prudence to carry our way through it. So expenses are being controlled. You can't even, for example, shoot new TV advertising footage. And our feeling about the return we get on that kind of advertising at this point is it's rather pretty low, and we're seeing good traction through social media.

So there has been an expense containment process going on in the bank since we saw the reality of COVID about years.

Tim Wilson
SVP and CFO, Equitable Bank

All right. Thank you. And we do have one last question that has come in. Thank you to investors for your engagement today. The question is related to capital and whether we expect a build in the near future and then how we would think about share repurchases in that type of environment.

Andrew Moor
President and CEO, Equitable Bank

We would expect capital to build over the next little while, partly because dividend growth is being constrained, although we will want to hold a bit more dry powder or capital in reserve in a more stressed economic scenario. We certainly raised the issue of share buybacks with the board, but we've never landed on a spot related to that. If we see capital growing above our target levels, which, as a reminder, is 13%-14% CET1, we would consider what to do with that. Essentially, you have choices. Are there opportunities to expand the business? Can we grow dividends faster, or can we indeed engage in share buybacks? I think our share buyback approach for sure would be determined to some extent by where the stock is trading at the time.

Tim Wilson
SVP and CFO, Equitable Bank

Okay. Thank you. Questions continue to roll in, and the next one relates to cloud-based banking, specifically a question about how we're thinking about cybersecurity and protecting customer data as we move to a cloud-based environment.

Andrew Moor
President and CEO, Equitable Bank

Yeah. Of course, before we made this transition, we did a deep dive on this approach. Our fundamental belief is that using cloud-based technology actually provides a stronger cybersecurity infrastructure. In essence, we're leveraging off the cybersecurity strength of the cloud provider, which in our case is Azure or Microsoft. Azure is the cloud-based provider of Microsoft. And of course, we do a lot of diligence on their cybersecurity, but they would have perhaps 3,000 people across the organization working entirely on cyber, whereas obviously a smaller bank like ourselves, I mean, it's more than three times our own total employment base. So we're pretty comfortable that we've got the right infrastructure in place with that cloud-based technology. And I think to the extent that you started thinking about cloud five or six years ago, that was certainly a concern that you really were sort of front and center.

As I attended many conferences on these issues and read about it, I get more and more comfortable that our cybersecurity posture is more comfortable in the cloud than with conventional on-premises technology.

Tim Wilson
SVP and CFO, Equitable Bank

That appears to be all for the questions today.

David LeGresley
Chair of the Board and Director, Equitable Group

Okay.

Thank you, Tim, and thank you, Andrew. As there are no further questions, I will sign off by saying thank you for participating and reminding you that our door is always open for shareholder engagement during the year. Thank you. Goodbye. Have a good weekend.

Operator

This concludes the meeting. You may now disconnect.

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