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AGM 2020

Apr 24, 2020

Speaker 6

Ladies and gentlemen, the Chairman of the Board of the National Bank of Canada, Mr. Jean Houde.

Jean Houde
Chairman of the Board, National Bank of Canada

Good morning, everyone. I am happy to welcome you once again this year, and pleased to see that you are joining us via the webcast and on the telephone lines. I'd like to point out, for social distancing reasons, I am in Québec City while the rest of the team is in Montréal. Québec is the founding place of the National Bank, which saw its foundation 161 years ago. There might be a little bit of a lag in the answers we will be providing today, but we're asking you to be patient, please.

With me are the President and Chief Executive Officer, Mr. Louis Vachon, and the Senior Vice President, Legal Affairs, and Corporate Secretary, Mr. Dominic Paradis, who will act as Secretary of the Meeting. The directors, director nominees, and members of senior management, as well as Deloitte representatives, are attending this meeting online. Altogether, we would like to wish you a warm welcome.

Before we start, I would like to underscore the unbelievable show of solidarity we have witnessed here in Québec, as well as in the rest of the country. The financial industry mobilized itself to deal with the crisis for the benefit of all Canadians. However, frontline workers and their families deserve all of our gratitude during these difficult times, and sincerely, we would like to thank them. Throughout Canada, countless frontline workers are dealing with this crisis with courage and resilience.

No doubt, you notice that this meeting is somewhat different from last year's. We are all in a unique situation requiring exceptional measures because of COVID-19. The bank, like other financial institutions, decided this year to hold its annual meeting completely online. Our first priority and our duty as responsible corporate citizens remains the health and safety of our employees, our clients, and you, our shareholders. We consider it important to be able to meet our shareholders face-to-face and to provide them with the opportunity to intervene in person. The bank does, however, intend to resume the face-to-face annual meeting format next year.

Vachon, President and Chief Executive Officer; the members of the Board of Directors; and myself welcome you to the virtual annual meeting. Because of COVID-19, we are all in a unique situation requiring exceptional measures. The Bank, like other financial institutions, has issued a court order authorizing it to hold its annual meeting online.

We consider it important to be able to meet our shareholders in person and to provide them with the opportunity to intervene in person, b ut given the COVID-19 outbreak and the protocols established by the authorities, the bank decided to take all necessary precautions to safeguard the health, security, and well-being of our clients, our employees, and you, our shareholders. The Bank does, however, intend to resume the in-person annual meeting format next year.

We are happy to announce that Ms. Manon Bruyette, former President and Chief Executive Officer of Viviotron Inc., and Mr. Yvon Charest, former President and Chief Executive Officer of Industrial Alliance Financial Group, are candidates for election for the first time. Both of them have an impressive background and work experience, as well as strong governance skills. You can read their biographies on pages 20 and 21 of the circular, as well as on the Bank's website.

Our dear colleague, Ms. Julian Denham, has completed her term today after nine years of loyal services. We sincerely thank her for her commitment to the Bank. I will now ask Mr. Dominic Paradis to take a few minutes to explain the online voting procedure. Dominic, over to you. Good morning.

Dominic Paradis
Corporate Secretary and First VP of Legal Affairs, National Bank of Canada

A reminder, I would like to remind shareholders who have already cast their vote and who do not want to change their vote. No further action is required. For others, it is possible to vote online by going to the nbc.ca investor relations website in the annual meeting section.

Click on the online broadcast link, and you will be redirected to LumiGlobal, who operates the online voting platform. Click on "I have access," enter the 15-digit control number as a username, and the password, in caps, "BNC2020." Your control number is indicated on your proxy form, which you received by mail or by email, or when you registered as a proxy holder with Computershare, our transfer agent. You can also follow the online broadcast with the same link as a guest. Anyone wanting to participate in the annual meeting by telephone, in listen mode only, can also find the phone numbers on the Bank's website under the annual meeting heading.

Jean Houde
Chairman of the Board, National Bank of Canada

Thank you, Dominique. The meeting will unfold as follows. I will say a few words initially, then Louis Vachon will address you. After that, we will proceed with the receipt of the financial statements, the election of directors, the consideration of an advisory resolution with respect to executive compensation, and the appointment of the independent auditor.

This year, we received four proposals from the Mouvement d'Éducation et de Défense des Actionnaires, also known as the MEDAC, of which one will be submitted to a vote. The MEDAC proposal, subjected to a vote, will be presented on behalf of the MEDAC by Mr. Denis Brindamot, Senior Manager, Legal Secretary, and Assistant Corporate Secretary.

At the end, actually, of the annual meeting, there will be a question period. The proceedings will be conducted in French. However, anyone addressing the assembly may use either English or French. The proceedings are being translated simultaneously on the webcast in French and English, on the webcast, as I said, and on the phone lines. In French. However, anyone addressing this assembly may use either English or French. The proceedings are being translated simultaneously on the webcast and phone line. Il sera possible.

Shareholders and proxy holders online will be able to submit questions related to each proposal. I will ask you to submit your questions when the proposals will be discussed and to please indicate if you are a shareholder or a proxy holder.

It will be possible for shareholders and proxy holders online to submit questions of a general interest during the question period at the end of the meeting. Please refrain from asking questions of a personal nature, and in the interest of efficiency, we will group questions on related topics. Unfortunately, we cannot accept questions from the telephone lines. Some of today's statements contain or may contain forward-looking statements. I invite you to consult our financial reports for more information concerning forward-looking statements.

I now would like to appoint Ms. Martine Gauthier from Computershare's Trust Company of Canada to act as a scrutineer for this meeting. The scrutineer informs me that we have quorum. Moreover, the notice of meeting has been sent to shareholders in accordance with the Bank Act, and this has been confirmed to me. I therefore declare this meeting duly convened and constituted.

Once again, the Bank achieved excellent results in 2019 and in Q1 2020. We are pleased with the Bank's progress in the various business segments, which is the result of the efforts of the entire organization who work to create a positive impact for clients, employees, and the community while continuing to generate value for shareholders. However, the COVID-19 situation deserves our special attention at this time, and I would like to take a few minutes to talk to you about the uncertainty environment in which we are living.

And during this time of great upheaval, we are proud to be surrounded by an agile and experienced team with a human approach, a team that has already had to navigate through other crises, starting with Louis Vachon, notably with the financial crisis of 1928. While the nature of this crisis is unprecedented, the obvious skills and dedication of teams at all levels of our organization will allow us to emerge stronger. We will learn from this event.

Through investment in the Bank's transformation over the past few years and with the constant efforts and tireless work of our employees, we are able to continue to serve, support, and to assist our clients through this period of instability. I would like to salute the Bank's 26,000 employees who continue to roll up their sleeves day after day to ensure business continuity and to safely provide advice and listen to clients who need them. They are dedicated ambassadors. I am very proud of the enthusiasm they show and the support they offer to our community as a whole.

My fellow board members and I are concerned about the safety of our employees, and to that end, we are working with senior management to take proactive and concrete steps to support and protect the health of our employees and their loved ones. Our industry is an important socioeconomic driver. The Bank is, in turn, strong and resilient, well capitalized, and has significant liquidity. We are an agile Bank, and we have demonstrated our ability to face challenges. Our size, agility, and team allow us to focus on this crisis while addressing the Bank's longevity.

As a Bank, we want to make a positive impact in the lives of people and their communities, and we draw our strength from them. We are witnessing people pulling together, and courage on your part, and this inspires us to continue to work hard to accompany you today and to help you to build for tomorrow.

I am proud to say that the Bank is well positioned to meet the challenges during this crisis period. Before handing over the microphone to Louis Vachon, I would like to mention once again his devotion, as well as that of the Office of the President team, and thank them for their leadership throughout the year, and more specifically during this current crisis. I now invite the President and Chief Executive Officer of the Bank to address you, Louis.

Louis Vachon
President and CEO, National Bank of Canada

Merci, Jean, et bon. Thank you, Jean. Good morning, everyone. Dear shareholders, clients, and colleagues, members of the Board of Directors, welcome to the National Bank's annual meeting of shareholders. For the very first time, we are holding a fully virtual meeting live from the head office of National Bank and from our offices in Québec City. Our goal is to comply with social distancing rules that are currently in play and to ensure everyone's safety under current circumstances.

First and foremost, I'd like to extend my thanks to all the employees of the Bank, our clients, the Board of Directors, and my colleagues on the Office of the President for the hard work they've put in and for the trust they've placed in us over the last few weeks.

I should now like to introduce the members of the Office of the President whose photographs appear on the screen in alphabetical order. They are Stéphane Achard, Lucie Blanchet, William Bonnell, Dominique Fignol, Laurent Ferreira, Martin Gagnon, Nathalie Généreux, Denis Girouard, Brigitte Ebert, Ghislain Parent, and myself.

I would like to mention two people in particular. Since the 1st of November last, Nathalie Généreux has been a member of the Office of the President, where she holds the position of Senior Executive Vice President Operations. Next, our Senior Executive Vice President Information Technology, Dominique Fignol, is going to be retiring on the 30th of November. He's been with us since 2013, and I would like to thank him for his contribution to the Bank and congratulate him for the wonderful job he has done since joining us. We are well underway to find a successor for Dominique.

In my remarks, I plan to cover two main themes: the current context under which we are functioning and the National Bank's economic and social role. In the short and long term, our aim is to ensure balance among our stakeholders. Our stakeholders are our clients, our employees, our shareholders, and the community.

With respect to our retail clients, we have set up relief measures, and we have drawn on the policies already implemented in the past in the case of victims of floods or wildfires in past years. Employees can, on a case-by-case basis, take the necessary steps. With respect to mortgage loans and personal loans, we have 60,000 files, 40,000 being mortgage loans, 20,000 being personal loans, with deferred payments. We've also announced a reimbursement of the compound interest generated during the deferral period.

With respect to credit cards, we have 7,900 files where the deferral has been accepted for the minimum monthly payment and with a possible temporary reduction in the annual interest rate on purchases. We've also announced a temporary withdrawal of certain fees with respect more particularly to Interac transfers and stop payment orders.

We are also in touch with all our clients aged 70 and over and/or who are living in a long-term care center or a retirement home. There are over 250,000 such clients. Priority processing of their calls has been set up in our SSRC call center for those clients. With respect to our commercial clients, relief measures are also now in place. With respect to loans, 3,000 moratoriums have been granted on the repayment of principal for up to six months.

On the 9th of April last, we also deployed the emergency account for Canadian businesses. This targets small businesses and nonprofit organizations and allows them to receive an interest-free CAD 40,000 loan without interest until the 31st of December 2022. This is a fully digital process, and we have 20,000 files that have been completed in two weeks, which means a total of over CAD 800,000 approved and deployed. We're also collaborating with Investment Québec, the EDC, and the BDC within the framework of a number of programs to support businesses across Canada.

With respect now to our employees, we began protecting their jobs as of March, as soon as the COVID emergency was declared. Additional hygiene measures are in place in our branches, in our call centers, and in our operations. We had to close 25% of our branches and adjust their opening hours. We've also been working with the other major Canadian banks to keep branches open in the regions.

All employees for whom it is possible are working remotely. 13,000 such employees are working remotely currently, and 6,500 are in their workplaces across Canada. The Bank is paying a special allowance of CAD 50 per day to those employees whose physical presence is necessary at the place of work. A free-of-charge telemedicine service is extended to all employees, and we've also added free consultations with psychologists. We've also added five days' worth of leave for everybody so that they can cope with the new reality.

I'd like to take this opportunity to extend my warmest thanks to our employees. They've been very flexible, they have supported us, and they've shown great courage throughout this crisis. On performance in fiscal 2019, with strong momentum in all business sectors, record profitability, and industry-leading ROE, we met all our medium-term objectives and delivered industry-leading returns to our shareholders. We maintained that momentum in Q1 2020. Therefore, we entered the crisis in a strong position with a strong capital and liquidity position, strong credit quality, and a defensive positioning.

At this point in time, it is not possible to predict the duration of the pandemic and its impact on the Bank's future performance. We are looking at various scenarios in terms of duration and impacts on the economy. That being said, we are confident in the capacity of National Bank to navigate these difficult waters.

Maintenant, on suit juste with respect now to relaxing the lockdown and moving towards recovery. As a Bank and as a society, we're going to be moving from a generalized lockdown to a more localized lockdown. This will happen on a country-by-country, province-by-province, region-by-region, and sector-by-sector basis, and it's going to be done in compliance with government directives. Social distancing policies will be maintained, we believe, for several months to come.

As far as relaxing the lockdown of employees is concerned, we're going to be focusing first and foremost on safety. Telework is a good way to go. It's working well, and in that context, getting people back to their workplace is going to take longer than we had initially expected, particularly in Montréal. Our goal is going to be to get public infrastructures up and running again and get rid of the backlog in public transit to allow people who need to travel to work to do so and to minimize risks for employees and clients.

With respect to clients, we're going to be focusing, of course, on patience and dialogue as part of these measures, these relief measures. It's clear to us already that more permanent capital will be required to support the economic recovery of Canada and Québec, and the Bank will fully play its role in that process.

With respect to the community, many initiatives have already been announced. CAD one million has been distributed to, among others, food banks across Canada, to the YWCA Montréal, the YWCA Québec City, and the Canadian Red Cross. CAD 500,000 was also donated to 45 Centraide-United Way outlets across Canada. For Héma-Québec, we've donated our TV advertising time to that organization, and we've also contributed CAD 50,000 to the Breakfast Club Emergency Fund.

Our corporate culture gives us a significant corporate edge. Over the last two years, we have created a corporate culture that is focused on adapting to change. More than ever, the crisis we're now experiencing highlights just how relevant that decision has been.

A culture adapted to change means, among other things, that we have a proper balance between confidence and humility. It also means that we have to provide redundancy in liquidity and capital so that we can absorb these shocks. It also means a culture of learning and continuing professional development for our employees. And finally, it means having symbiotic relationships and excellent collaboration with our partners, our clients, and our suppliers.

Today, National Bank is one of the six systemically important banks in Canada, with 2.7 million clients, over 26,000 employees, 415 branches in Canada, 77 branches in Cambodia, and 92 branches of National Bank Financial, and assets on the balance sheet of CAD 289 billion.

In closing, I would like to say thank you. Thank you to our shareholders, our employees, our clients, and our various partners and suppliers. National Bank is a driver of economic and social development. National Bank was founded 161 years ago, and it has successfully navigated through many crises: Spanish Flu, to World Wars, the Great Depression, among others. We are confident in our ability to navigate the current crisis and to continue having a positive impact on the lives of our clients. I wish you all the best of health and a very good day. Thank you.

Jean Houde
Chairman of the Board, National Bank of Canada

Thank you, Louis. Now, the next item on the agenda is the receipt of consolidated financial statements and the independent auditor's report. The consolidated financial statements for fiscal year 2019 and the independent auditor's report were sent to shareholders who requested a copy. Reports are also available online. The financial statements have already been approved by the Board of Directors in compliance with the Bank Act.

To complete this item on the agenda, I hereby declare having received the consolidated financial statements and the independent auditor's report for fiscal year ended October 31st, 2019. Denis, are there any questions and/or comments pertaining to this item of business?

Speaker 5

No, Mr. Chair, there are no questions or comments on this topic.

Jean Houde
Chairman of the Board, National Bank of Canada

Thank you. We are now moving to the vote on the proposals. Once again, Dominic Paradis will provide a brief reminder of the general instructions as they apply to the voting online.

Dominic Paradis
Corporate Secretary and First VP of Legal Affairs, National Bank of Canada

Shareholders who have not cast their vote in advance and proxy holders will be able to use the previously received 15-digit control number from Computershare to vote online at the appropriate time. Shareholders who have already cast their vote in advance should not vote again unless they wish to change their vote. Shareholders and proxy holders will be invited to vote on each proposal, and their votes will be compiled and sent in a secure and confidential way to the scrutineer.

The voting platform will open now to allow voting to take place on all the proposals and will close when the chairman of the meeting will declare the closing of the voting period after consideration of the last proposal. To cast your vote, simply make a selection among the options on your screen. A confirmation message will appear indicating your vote has been received. If the vote selection does not appear on your screen, please click on the vote icon at the top of your screen. Preliminary results will be communicated at the end of the meeting, and the final detailed voting results will be posted on the Bank's website and on Cedar later today.

Shareholders and proxy holders present online can submit their questions as they relate to the proposals. We request to submit your questions now or when the proposals will be considered and to indicate if you are intervening as a shareholder or as a proxy holder. To submit a comment or ask a question, select the message icon at the top of your screen. Type your message in the text box at the bottom of the message screen and then click on Submit.

Jean Houde
Chairman of the Board, National Bank of Canada

Thank you, Dominique. We will now consider the proposals submitted by the Bank management. The composition of the Board of Directors is a key aspect of our governance. We have a very competent board, very diversified in terms of gender parity, experience, and geographical representation. The succession plan of board members is based on a continuous process where potential directors are identified based on their profiles in keeping with the values of the Bank.

As Chair of the Board, I would like to take this opportunity to sincerely thank my fellow board members who use their experience and expertise to serve the Bank. Their respective biographies are presented in the circular starting on page 18 and also available on the Bank's website. Pursuant to a resolution carried by the Board of Directors, we will elect 15 directors this year. Their name and pictures will appear on the screen as the proposal is presented to you. I now invite Dominic Paradis to move the election of the director nominees. Dominic.

Dominic Paradis
Corporate Secretary and First VP of Legal Affairs, National Bank of Canada

Mr. Chair, I move that each of the nominees presented in the circular be elected as a director of the National Bank of Canada and remain in office until the adjournment of the next annual meeting or earlier if the director steps down. The nominees are Jean Houde, Raymond Bachand, Maryse Bertrand, Pierre Blouin, Pierre Boivin, Manon Brouillette, Yvon Charest, Patricia Curado-Groulx, Karen Kinsley, Rebecca McGillicun, Robert Paré, Lino Saputo Jr., André Savoie, Pierre Tabet, and Louis Vachon.

Jean Houde
Chairman of the Board, National Bank of Canada

Thank you, Dominique. Denis, are there any questions or comments regarding this resolution?

Speaker 5

No, Mr. Chair, there are no comments or questions on this topic.

Jean Houde
Chairman of the Board, National Bank of Canada

I now ask shareholders to elect the directors. As a reminder, the Bank recommends the vote for the election of the 15 director nominees to sit on the board. To cast your vote, select your choice among the two options posted on your screen, namely for or abstention. A confirmation message will appear indicating your vote has been received. I will pause now for a few seconds to give you time to vote.

We are now going to move on to the advisory resolution on the approach taken by the Board of Directors with respect to executive compensation. By submitting an advisory resolution on its approach to executive compensation, the Board of Directors demonstrates its commitment to the Bank's shareholders and recognizes its responsibility relative to decisions concerning executive compensation. During fiscal 2019, the Board and the Human Resources Committee continued to review good governance practices in terms of compensation in an environment where regulatory requirements and best practices are constantly changing. I now invite Dominic Paradis to read this proposal. Dominic.

Dominic Paradis
Corporate Secretary and First VP of Legal Affairs, National Bank of Canada

Mr. Chair, I propose that on an advisory basis and not to diminish the role or responsibilities of the Board of Directors of the Bank, that the holders of common shares accept the approach to executive compensation described in the National Bank of Canada's Management Proxy Circular.

Jean Houde
Chairman of the Board, National Bank of Canada

Thank you, Dominique. Denis, are there any questions or comments regarding this resolution?

Speaker 5

No, Mr. Chair, there are no questions or comments regarding this resolution.

Jean Houde
Chairman of the Board, National Bank of Canada

I now invite shareholders to vote on this resolution. As a reminder, the Bank recommends the vote in favor of the approach with respect to executive compensation described in the Management Proxy Circular. Please select your voting choice from the two options on your screen, namely for or against. I will pause for a few seconds to give you time to vote.

We will now proceed with the appointment of the independent auditor. The Bank proposes the appointment of the professional accounting firm Deloitte. I now invite Dominic Paradis to read the proposal.

Dominic Paradis
Corporate Secretary and First VP of Legal Affairs, National Bank of Canada

Mr. Chair, I propose that the professional accounting firm Deloitte be appointed as the independent auditor of the Bank for fiscal year beginning November 1st, 2019, and ending on October 2020.

Jean Houde
Chairman of the Board, National Bank of Canada

Thank you, Dominic. Denis, are there any questions or comments regarding this proposal?

Speaker 5

No, Mr. Chair, there are no questions or comments regarding this proposal.

Jean Houde
Chairman of the Board, National Bank of Canada

I now invite the shareholders to vote on this proposal. As a reminder, the Bank recommends to vote for the appointment of Deloitte as the Bank's independent auditor. You must now cast your vote based on the two options posted on your screen, namely for or abstention. I will now pause for a few seconds to allow you to vote. Passé.

We come now to the shareholder proposal put forward by MEDAC. Le Mouvement d'Éducation et de Défense des Actionnaires submitted four proposals to the Bank for presentation at the annual meeting. After discussions with the Bank as part of its shareholder communication program, MEDAC agreed to submit only one proposal to a shareholder vote based on the answers provided by the Bank. The Bank has reproduced the full text of the four proposals as well as the Bank's answers at Appendix A of the circular starting on page 107. The proposal submitted to a vote is Proposal Number one.

I call on Denis Brindam, Senior Manager, Governance, Legal Affairs, and Assistant Corporate Secretary, and a shareholder of the Bank, to read and present on behalf of MEDAC the text submitted in advance by MEDAC as well as Proposal Number one, after which we will put the proposal to the vote. Denis, over to you.

Denis Brind'Amour
Senior Manager of Legal Affairs, National Bank of Canada

Mr. Chairman, here is the text submitted by MEDAC. Good morning, everyone. My name is Willy Gagnon, and I am acting on behalf of the Mouvement d'Éducation et de Défense des Actionnaires, MEDAC, which is a shareholder of the Bank. This year, MEDAC submitted three identical shareholder proposals to the seven major banks. All these banks refused to discuss the proposals collectively, yet the three proposals dealt with important matters that concerned them all, and it would not be possible to settle these issues on an individual basis.

The three proposals dealt with the pay ratio, the digital security of personal information, and the Bank's target with regard to the number of female directors. The banks all refused to take part in a collective discussion of these shareholder proposals. We deplore this. That being said, in addition to those three proposals that we sent to all seven banks, we also sent to National Bank another proposal, which we have submitted in the past, concerning the creation of a committee of the Board to focus on technology.

After discussions with the Bank, we agreed not to submit a vote on three of the four proposals or to ask for a vote on three of the four proposals. Therefore, only one of our proposals is being submitted to shareholder vote today, that being the proposal dealing with the disclosure of the pay ratio.

Proposal Number 1, disclosure of the pay ratio, page 107. It is proposed that the Bank disclose the pay ratio, equity ratio, used by the Compensation Committee when setting compensation. This is a classic proposal that we have already submitted to the Bank in past years, which received around 7% of the vote last year. What we are advocating for is a simple and inexpensive measure, which is in fact mandatory in the United States.

We have our own method of calculating the pay ratio, whereby we compare the compensation of the best-paid person at the Bank with the average compensation of employees as derived from the number of full-time equivalent employees and from the Bank's payroll. This pay ratio, which we've calculated this year, shows that the CAD 8,393,870 compensation paid to the Bank's CEO is around 82 times the average compensation paid to employees. This is too high.

Of all the banks of which we are shareholders, in other words, all of the major banks, the Laurentian Bank is the one with the lowest pay ratio at approximately 28, which falls within the range of ratios that we consider acceptable, which is between 20 and 30. Not only should the Bank take into account its pay ratio when calculating compensation for its officers, it should also disclose this ratio every year, as well as the method used to calculate it, if only to foster harmonization with public companies, among others. We obviously are asking all shareholders to vote in favor of this proposal.

The three following proposals will not be submitted to a vote, as was agreed with the Bank and following our discussions with the Bank. Proposal Number 2, creation of a new technology committee, page 109 of the circular.

It is proposed that the Board of Directors create a new technology committee to anticipate issues arising from the incorporation of technological innovations within the Bank. National Bank has decided to create a committee of the Board of Directors entirely dedicated to technology, and that is what we were asking for. We are very happy with this decision. National Bank is the first major bank in the country to do this. We dare to hope that the other banks will follow suit.

Proposal Number 3, diversity target, page 110 of the circular. It is proposed that the Bank set a target above 40% for the composition of its Board of Directors for the next five years. In its reply to our proposal on page 111, National Bank stated that it has set a target to achieve gender parity. Its policy, described on page 42, goes further than what we were proposing and goes further, in fact, than what the other major banks are doing as far as we know. We are very pleased with this, and once again, we dare to hope that the other banks will follow suit.

Proposal Number four, competitiveness and protection of personal information, page 116 of the circular. It is proposed that the Board of Directors inform shareholders about the investments that the Bank intends to make over the next five years to update its computer systems, to improve its competitiveness, and provide better protection of personal information. National Bank has demonstrated that it has taken into account the exceptional nature of the digital security breaches that occurred in the industry in 2019, as stated in its response to Proposal two, and we are satisfied with this position. Mr. Chairman, this completes MEDAC's text.

Jean Houde
Chairman of the Board, National Bank of Canada

Thank you, Denis. Are there any questions or comments regarding this proposal?

Speaker 5

No, Chairman, there are no questions or comments with respect to this proposal.

Jean Houde
Chairman of the Board, National Bank of Canada

I now invite shareholders to vote on this proposal. As a reminder, the Bank invites shareholders to vote against MEDAC's proposal for the reasons stated on page 108 of the Management Proxy Circular. You must select one of the three options appearing on your screen, either for, against, or abstention. I will now pause for a few moments to allow you time to vote.

This concludes the voting period. The voting platform is now closed. We will now move into the question period. I remind shareholders and proxy holders who are listening to us that they may submit their questions online. Your questions must be of interest to all shareholders, and we ask that you refrain from asking questions of a personal nature. If you have a personal question, a representative of the Bank will be in touch with you after the meeting. Should we run out of time to answer all your questions, and provided you have identified yourself, we undertake to communicate with you in order to answer your question later on.

I invite you to submit your questions. Please indicate whether you are a shareholder or a proxy holder. To submit a question, click on the message icon at the top of your screen. Type your message into the text box at the bottom of the screen, and then click on the submit button.

I am informed that the first question has been submitted by MEDAC and concerns the format of this year's annual meeting. I will answer this question, and I will then hand over to Mr. Vachon, who will lead the remainder of the question period. Denis, please read out the question we received from MEDAC.

Speaker 5

Mr. Chairman, here is the text of the question submitted by MEDAC. For more than 20 years, it has been our habit, and in fact, this is our absolute right as a shareholder to express ourselves at the annual meetings in support of the shareholder proposals that we submit to the Bank every year and at various other points during the meeting. It is not possible for us to speak in person to the meeting this year, so we're sending in the question in this format.

We're fully aware of the exceptional situation that the entire world is facing currently when dealing with the global coronavirus pandemic, COVID-19. And under these circumstances, we fully understand the reasons, including government directives that we have to comply with, for the Bank to have decided to conduct a fully virtual annual meeting. We also understand the reasons implemented to ensure the holding of this annual meeting, that some of these are binding and restrictive, and that the decisions about these measures have had to be taken very rapidly.

Nevertheless, we share the opinion of the Canadian Securities Administrators, as well as the opinions of ISS and Glass Lewis in this regard. Virtual annual meetings must scrupulously safeguard the rights of shareholders as guaranteed by custom, doctrine, jurisprudence, as well as by the Act and its regulations, both in the spirit and in the letter of such legislation, including the right to speak. Many shareholder meetings have been held virtually this year, but this is exceptional and should in no way set the standard for such meetings.

It goes without saying that what it is possible to do during a normal in-person meeting could carry sway, and that is the only rule that should be followed with respect to annual meetings, and one should not give in to purely technical considerations or questions of cost. In all cases, the current measures are justified by the exceptional nature of the current public health crisis. In normal circumstances, the situation would be entirely different, and today's events must not be used as a precedent to justify similar measures being taken in future.

We're going to be keeping a very close eye on this on behalf of and in the interest of all shareholders and society in general. My question is, what would be different in the way our virtual annual meeting is organized if the Bank had planned the meeting in the normal course of business, absent a public health crisis and an emergency?

Jean Houde
Chairman of the Board, National Bank of Canada

Thank you, Denis. Thank you, Mr. Gagnon, for having submitted this question. Very few things would be different. Our goal remains unchanged. We want to give our shareholders the opportunity to take part in the meeting, to vote, and to ask questions. Whether we meet in person, face-to-face, or in a virtual format, we want to give our shareholders a similar experience. We want to give them the same opportunities and the same rights. We have studied and applied best practices with regard to the holding of a virtual meeting.

As previously indicated, we do like to meet in person with our shareholders, large and small. This matters to us. We therefore intend to resume the in-person annual meeting format next year unless the government authorities at that time order us to do something different. I will now hand over to Mr. Vachon for the remainder of the question period. Mr. Vachon.

Louis Vachon
President and CEO, National Bank of Canada

Thank you, Mr. Hood. That's a very good question. Has the Bank evaluated the impact on the Bank following the COVID-19 pandemic? If yes, what is it? Answer, we are doing these studies currently. We're looking at the various scenarios. The crisis is evolving, and I'm asking you to be patient.

So we will share some information when we publish our results for Q2, which is expected to take place in four weeks or so. So yes, we're working on some scenarios, but they are not finalized, and we'll give you more information when we publish our Q2 results. And that's around the 26th or 27th of May, I believe. Are there any other questions, Mr. Hood? And it seems that there are none, so I give you back the floor.

Jean Houde
Chairman of the Board, National Bank of Canada

Thank you, Mr. Vachon. Now, these are the results of the preliminary results as reported to me by the scrutineers, the shareholders. 167-some-odd thousand common shares of the Bank representing 52.7% of shares issued and outstanding voted in advance and with voting instruction forms. All director nominees were elected by at least 98.8% of votes in favor of their election.

The advisory resolution to accept the approach by the Board with respect to executive compensation was carried by 94.2% of votes cast in favor. Deloitte was appointed as the independent auditor for fiscal year ended October 31st, 2020, with 97.6% of votes cast in favor. The proposal number one submitted by MEDAC was defeated by 91.5% of votes against.

The final detailed voting results will be posted on the Bank's website as well as Cedar's later today. The Bank will also issue a press release announcing the election of the Board members. This brings to a close the review of the agenda items of the 2020 annual meeting of shareholders.

We would like to reassure you concerning the COVID-19 situation. We are monitoring it closely in order to adapt swiftly and get through this difficult situation. Moreover, we're also looking to the future. The Bank is solid and well-positioned to pursue its growth. On the other side of this crisis, the Board is confident that the Bank's business strategy is the right one and is working with senior management to guarantee the long-term success of the Bank.

The leadership in terms of governance is essential, and our Board is a leader in this respect. The Board remains focused on its transformation, culture, social, and environmental responsibility to create value for you, our shareholders, while also having a positive impact for our clients, our employees, and the community at large.

In closing, I would like to thank our employees for their devotion, our customers for their loyalty, and our shareholders, large and small, for their trust, and I wish you good health. Je déclare la séance ajournée. I hereby declare the 2020 annual meeting of common shareholders of the National Bank of Canada adjourned. Thank you for your attendance, and have a nice day.

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