Canadian Western Bank : Management Proxy Circular

Management

Proxy

Circular

And Notice of Annual Meeting April 7, 2022

YOUR VOTE IS IMPORTANT TO US: Please take some time to read this Management Proxy Circular and vote your shares.

Invitation to Shareholders

Dear Fellow Shareholders:

On behalf of the Board, leadership, and employees of CWB Financial Group, we are pleased to invite you to attend the 2022 annual meeting of shareholders on April 7, 2022 at 1:00 p.m. (Mountain Time). We continue to take proactive precautionary measures to protect the health and well-being of our employees, clients, communities and you, as a shareholder. In light of the continuing COVID-19 pandemic, and similar to last year's recommendation, we encourage shareholders to attend our annual meeting virtually through the LUMI platform accessible at https://web.lumiagm.com/434213937, password "cwb2022" (case sensitive). Subject to and in strict compliance with public health directives, the meeting may also have a small in-person option at Canadian Western Bank Place in Edmonton, Alberta. At the meeting, whether you attend virtually or in person, you will gain insight from CWB's leadership about our fiscal 2021 performance, our strategic direction, and have the opportunity to ask questions of the Board and management.

Our 2021 results demonstrated the strength of our differentiated business model and reflect the momentum our teams have built. We delivered 10% growth in annual pre- tax, pre-provision income(1), 32% growth in common shareholders net income, and for the first time, we surpassed $1 billion in annual revenue. Achievement of this milestone reflects the dedication of our teams who continue to execute our strategy and create unrivaled client experiences, despite the challenging operating environment that persisted this year. The Board continues to provide comprehensive risk and governance oversight to ensure we remain positioned to deliver strong financial results as the economy continues to recover. We fully support management as they execute CWB's winning strategy to deliver the best full-service bank for business owners in Canada.

As a Board we oversee succession planning across our senior management and executive teams to ensure we have a diverse and inclusive culture. Our commitment to renewal ensures that the Board is comprised of strong directors with diversified backgrounds, experiences, perspectives, and skills. This year we welcomed two outstanding directors to the Board who bring unique experience and expertise that are valuable in delivery of our strategic direction. Dr. Marie Delorme is a successful entrepreneur, philanthropist and an Order of Canada recipient known for her work with Indigenous economic development and women's leadership. Mr. Irfhan Rawji brings extensive experience with innovative technology and venture capital backed companies. With these two new members, we are proud to say 55% of the incoming Board, if elected, is comprised of women and 18% identify as Black, Indigenous or racialized persons. Our commitment to diversity in executive officer and Board positions is discussed in more detail in our Corporate Governance section on page 25 and 26 of this circular.

Another key area of focus for the Board is to provide oversight of CWB's approach to ESG issues, which includes a focus on climate change. With the support of the Board and Board committees, management has developed a sustainability roadmap, which sets our near-term priorities and will guide our strategic approach to all aspects of ESG. We are committed to ongoing discussion and review of sustainability issues to provide oversight and support to management in execution of the roadmap. Under the leadership of the CFO, our sustainability team is responsible to design and execute an approach to address climate change in our strategy and operations, as part of the development of a comprehensive approach to sustainability. Management also initiated a phased implementation of the Task Force on Climate-related Financial Disclosures (TCFD) recommendations for climate-related disclosures, beginning with the inclusion of select disclosures in our 2021 Annual Report. On a quarterly basis, the Board receives reports from our sustainability team on progress made on our sustainability roadmap and current and emerging trends, including climate risk.

On behalf of the Board, we want to express our confidence and gratitude to the Executive team for their unwavering commitment to our success and thank every CWB team member who has worked tirelessly to ensure we create long-term value for all our stakeholders, particularly in continuing to adapt and support our clients in an ever- changing landscape. We also want to express appreciation to our fellow shareholders for their ongoing support and to our clients for the opportunity to be their full-service financial provider. We look forward to interacting with you at the meeting.

Sincerely,

Robert L. Phillips, Q.C., F.ICD	Christopher H. Fowler
Chair of the Board	President and Chief Executive Officer

Director Retirements

After 21 years of distinguished and dedicated service, including six years as Chair of the Board, Mr. Robert Phillips, will retire from the Board and not stand for re-election at the annual meeting. Mr. Phillips has provided extraordinary perspective and guidance throughout his tenure as a Board member. His demonstrated understanding of our business, combined with his ability to hear and balance opinions and effectively manage relationships, has been integral to the effective functioning of the Board. Mr. Phillips' energy and devotion to the Board, CWB and our business has been invaluable. We wish to express our utmost gratitude to Mr. Phillips for the leadership he provided to the Board and executive management.

With the retirement of Mr. Phillips, the directors have unanimously selected Ms. Sarah Morgan-Silvester as the next Chair of the Board. Ms. Morgan-Silvester has served as Chair of the Risk Committee since its inception in 2015. As Chair of the Board, she will serve as a member on all committees. The Board will certainly benefit from Ms. Morgan- Silvester's conscientious leadership, strong business acumen and extensive experience in the financial services sector. We would also like to recognize Mr. Sanford Riley who will retire from the Board and not stand for re-election at the annual meeting. Mr. Riley has provided invaluable insight and experience toward advancing CWB's strategic direction during his 11-year tenure on the Board, particularly in the development and growth of our wealth management business. We thank him for his thoughtful contributions and dedicated service.

1. Non-GAAPmeasure. A Non-GAAP measure does not have any standardized meaning prescribed by IFRS. See page 40 of this Circular for more details. Disclosure of adjusted measures and other non-GAAP measures can be found in our MD&A dated December 2, 2021 on page 18 of the 2021 CWB Financial Group Annual Report, and is incorporated by reference into this Circular. Our MD&A is available on CWB's website at www.cwb.com and under CWB's profile on SEDAR at www.sedar.com.

Notice of Annual Meeting of Common Shareholders of Canadian Western Bank

WHEN:	WHERE:
Thursday, April 7, 2022	VIRTUALLY *Recommended*
1:00 p.m. (Mountain Time)	Via the LUMI virtual AGM platform at https://web.lumiagm.com/434213937,
	password "cwb2022" (case sensitive)
	IN PERSON *Only if permitted by public health guidelines*
	Canadian Western Bank Place
	10303 Jasper Avenue, Edmonton, Alberta

AGENDA

The purpose of the meeting is to consider and take action on the following matters:

1. Elect CWB's directors who will serve until the next annual meeting;
2. Receive CWB's financial statements for the year ended October 31, 2021 and the auditor's report on those statements;
3. Appoint CWB's auditor who will serve until the next annual meeting;
4. Consider an advisory resolution on CWB's approach to executive compensation; and
5. Consider any other business that may properly come before the meeting.

The accompanying management proxy circular provides detailed information related to the above matters.

If you are unable to attend the meeting at the scheduled time, a recorded version of the webcast will be available on the Investor Relations section of our website at www.cwb.com/investor-relations following the meeting.

By order of the Board,

David Parkatti

Vice President and Acting General Counsel

and Corporate Secretary

January 31, 2022

YOUR VOTE IS IMPORTANT

Please vote as early as possible so your shares are represented at the meeting. CWB's transfer agent, Computershare Trust Company of Canada, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, must receive your vote no later than 1:00 p.m. (Mountain Time) on April 5, 2022. Detailed voting instructions for shareholders begin on page 3 of the management proxy circular.

We encourage you to vote by proxy in advance of the meeting.

Contents
Voting and Attendance Information: Questions and Answers .................................................	3
Business of the Meeting...........................................................................................................	6
Electing our Directors............................................................................................................................................	6
Receiving our Financial Statements and Auditor's Report ....................................................................................	6
Appointing our Auditor..........................................................................................................................................	6
Voting on our Approach to Executive Compensation ("Say on Pay")....................................................................	7
Director Information ................................................................................................................	8
Your Director Nominees........................................................................................................................................	8
Director Compensation.........................................................................................................................................	16
Directors' Equity Requirements ............................................................................................................................	18
Corporate Governance.............................................................................................................	19
Our Corporate Governance Practices....................................................................................................................	19
Committee Reports...............................................................................................................................................	30
Executive Compensation and Related Information ..................................................................	34
Compensation Discussion and Analysis ................................................................................................................	36
Named Executive Officer Compensation...............................................................................................................	64
Additional Compensation Disclosure .......................................................................................	72
Compensation of Senior Managers and Other Material Risk Takers.....................................................................	72
Compensation Awarded........................................................................................................................................	72
Special Compensation ..........................................................................................................................................	72
Deferred Compensation........................................................................................................................................	73
Other Information....................................................................................................................	74
Indebtedness of Directors and Executive Officers................................................................................................	74
Directors' and Officers' Liability Insurance ...........................................................................................................	74
Shareholder Proposals..........................................................................................................................................	74
Additional Information .........................................................................................................................................	74
Directors' Approval...............................................................................................................................................	74

1 | Canadian Western Bank-Management Proxy Circular

Glossary

Terms and abbreviations used in the Management Proxy Circular:

AIRB	Advanced Internal Ratings-Based approach for calculating regulatory capital
Bank Act	Bank Act, SC 1991, c 46 (as amended)
Bp	Basis points
Board	Board of Directors of CWB
CEO	Chief Executive Officer
CFO	Chief Financial Officer
Chair	Chair of the Board or chair of a committee of the Board
Circular	This Management Proxy Circular
Code	CWB Financial Group Code of Conduct: Living our Values
Computershare	Computershare Trust Company of Canada, CWB's transfer agent
CRO	Chief Risk Officer
CWB, us, our, we	Canadian Western Bank
CWB Financial Group	CWB and its subsidiaries
CWB Wealth Management	CWB Wealth Management Ltd.
DSU	Deferred Share Unit
DSU Plan	Deferred Share Unit Plan
EPS	Earnings Per Share
ERM	Enterprise Risk Management
ESG	Environmental, Social, and Governance
ESPP	Employee Share Purchase Plan
EVP	Executive Vice President
Executive Committee	Committee comprised of the CEO and each EVP of CWB
Fiscal 2021	The fiscal year ended October 31, 2021
FSB	Financial Stability Board
GAAP	Generally Accepted Accounting Principles
GCR Committee	Governance and Conduct Review Committee
Group RRSP	CWB's Group Registered Retirement Savings Plan
HR and CC	Human Resources and Corporate Communications
HR Committee	Human Resources Committee
ICD	Institute of Corporate Directors
IFRS	International Financial Reporting Standards, as issued by the International Accounting Standards Board
IFRS 9	International Financial Reporting Standards 9 Financial Instruments
Income Tax Act	Income Tax Act, RSC 1985, c 1 (5th Supp) (as amended)
KPMG	KPMG LLP, CWB's external auditor
LAP	Loan Adjudication Panel
Largest Canadian Banks	Bank of Montreal, Bank of Nova Scotia, Canadian Imperial Bank of Commerce, National Bank of Canada, Royal Bank of Canada, and
	Toronto-Dominion Bank
LTIP	Long-Term Incentive Program
MD&A	Management's Discussion and Analysis
Meridian	Meridian Compensation Partners, Inc., CWB's independent compensation consultant
NEO	Named Executive Officer
OSFI	Office of the Superintendent of Financial Institutions
Participant	CWB Financial Group employee who participates in the respective plan
PSU	Performance Share Unit
PSU Plan	Performance Share Unit Plan
RSU	Restricted Share Unit
RSU Plan	Restricted Share Unit Plan
SEDAR	System for Electronic Document Analysis and Retrieval
SIP	Share Incentive Plan
STIP	Short-Term Incentive Program
Supplemental Retirement Plan	Supplemental Retirement Arrangement for CWB senior management
SVP	Senior Vice President
Temenos	Temenos AG, CWB's core banking system provider and digitization partner
TSR	Total Shareholder Return
TSX	Toronto Stock Exchange

Canadian Western Bank-Management Proxy Circular | 2