Canadian Western Bank : PROXY CIRCULAR

BankTrust Wealth Management

MANAGEMENT PROXY CIRCULAR

and

Notice of Annual and Special Meeting April 4, 2019

YOUR VOTE IS IMPORTANT

Your participation as a shareholder is important to us. Please take some time to read this Management Proxy Circular and vote your shares.

cwb.com

Invitation to shareholders

Dear Fellow Shareholders:

On behalf of the Board of Directors, leadership, and employees of CWB Financial Group, we are pleased to invite you to attend the 2019 annual and special meeting of shareholders on April 4, 2019 at 1:00 p.m. (Mountain Time) at the Fairmont Hotel Macdonald in Edmonton, Alberta. At the meeting, you will gain insight from CWB's leadership about our 2018 performance and strategy. It is also an important opportunity for you to provide us with your feedback by voting your shares, in person or by proxy, on key matters affecting CWB, and to ask us any questions you may have.

INSIGHT AND STRATEGY: A REASON TO INVEST

CWB accomplished much to be proud of over the past year. We continued to execute on our Balanced Growth strategy by deepening our relationships with business owners across the country. Through our focus on relationship-based banking, we made notable progress toward achieving our strategic goals. These include profitable growth of both loans and funding sources, progress toward a more balanced geographic footprint with broader industry diversification, and enhanced capital and risk management. We also made key investments in technology and business process improvements to enhance the client experience and to drive operational excellence. We are committed to creating the best full-service bank for business owners in Canada by becoming the best choice for our clients, our people, and our investors.

A strong risk culture and a sound Enterprise Risk Management Framework are also critical components to delivering long-term value for CWB's stakeholders, and are embedded in CWB's strategic agenda. Your Board is committed to providing diligent oversight as CWB continues to execute its ambitious and focused transformation.

GOVERNANCE AND LEADERSHIP

Your Board is committed to good corporate governance and continually monitors evolving trends and assesses ways to improve effectiveness. We provide an overview of our corporate governance practices in the attached management proxy circular. We believe having a diversity of experience, perspectives, and skills is critical to the Board's effective oversight. As part of this commitment to diversity, your Board has surpassed our gender diversity target of 25%, with 33% of the Board now comprised of women.

Amidst the backdrop of a rapidly changing business environment, CWB continues to actively invest in the development and recruitment of leaders who will continue to meet the evolving needs of our clients and the markets we serve.

LISTENING TO OUR SHAREHOLDERS

We value the insights and feedback we receive from direct communication with our shareholders and stakeholders. The annual meeting is a time for our shareholders to engage with us on key priorities, hear directly from leadership, and vote on important matters affecting CWB.

Attached is the formal notice of the meeting and the management proxy circular which contains the items that will be covered and voted on at the annual and special meeting of shareholders, along with detailed voting instructions. Please consider the information set out in these documents and vote, in person, online, by telephone, or by completing and sending in your proxy or voting instruction form. Whatever the method you choose, your participation matters. We encourage you to vote.

Thank you for your continued support of CWB. We look forward to seeing you at the meeting.

Sincerely,

Robert L. Phillips, Q.C., F.ICD Christopher H. Fowler

Chair of the Board President and Chief Executive Officer

Notice of annual and special meeting of common shareholders of Canadian Western Bank

WHEN	WHERE
Thursday, April 4, 2019 at	The Fairmont Hotel Macdonald
1:00 p.m. (Mountain Time)	Empire Ballroom
10065 100thStreet NW
Edmonton, Alberta
AGENDA

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

• 1. Receive the financial statements of CWB for the year ended October 31, 2018 and the auditors' report on those statements;

• 2. Appoint the auditors of CWB who will serve until the next annual meeting;

• 3. Elect directors of CWB who will serve until the next annual meeting;

• 4. Consider an advisory resolution on CWB's approach to executive compensation;

• 5. Confirm by special resolution an amendment to By-Law Two regarding directors' compensation; and

• 6. Consider any other business that may properly come before the meeting.

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

If you are unable to attend the meeting, it will be webcast live on the Investor Relations section of our website atwww.cwb.com/investor-relations.A recorded version of the webcast will also be available on our website following the meeting.

By order of the Board of Directors,

Bindu Cudjoe

Senior Vice President, General Counsel and Corporate Secretary

Edmonton, Alberta January 31, 2019

YOUR VOTE IS IMPORTANT

We encourage you to vote your shares at the upcoming meeting. You can vote in one of the following ways:

• •In person:At the annual and special meeting of shareholders.

  • •Online:Visitwww.investorvote.com

• •Via telephone:Call the number provided on your proxy form.

• •By mail:If you wish to appoint a proxyholder to represent you, please complete and sign the enclosed proxy form and return it in the postage-prepaid envelope provided.

Your vote must be received in one of these formats by CWB's transfer agent, Computershare Trust Company of Canada, 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, no later than 1:00 p.m. (Mountain Time) on April 2, 2019. Detailed voting instructions for shareholders begin onpage 2of the management proxy circular.

MANAGEMENT PROXY CIRCULAR

(All information is as of January 31, 2019, unless otherwise indicated.)

GLOSSARY

VOTING INFORMATION: QUESTIONS AND ANSWERS BUSINESS OF THE MEETING

DIRECTOR INFORMATION

DIRECTORS' SHAREHOLDING REQUIREMENTSCORPORATE GOVERNANCE

COMMITTEE REPORTS

STATEMENT OF CORPORATE GOVERNANCE PRACTICES19

1	EXECUTIVE COMPENSATION AND
RELATED INFORMATION	34
		2
COMPENSATION DISCUSSION AND ANALYSIS	36
		4
NAMED EXECUTIVE OFFICER COMPENSATION	59
4	ADDITIONAL COMPENSATION DISCLOSURE	66
4	COMPENSATION OF SENIOR MANAGERS AND
OTHER MATERIAL RISK TAKERS	66
		5
COMPENSATION AWARDED	66
5	SPECIAL COMPENSATION	66
DEFERRED COMPENSATION	67
5
	OTHER INFORMATION	68
7
	SECURITIES AUTHORIZED FOR ISSUANCE
7	UNDER EQUITY COMPENSATION PLANS	68
15	INDEBTEDNESS OF DIRECTORS AND
EXECUTIVE OFFICERS	68
		18
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE	69
		19
SHAREHOLDER PROPOSALS	69
ADDITIONAL INFORMATION	69
DIRECTORS' APPROVAL	69
SCHEDULE A: MANDATE OF THE BOARD
OF DIRECTORS	70

RECEIVING OUR FINANCIAL STATEMENTS AND

AUDITORS' REPORT

APPOINTING OUR AUDITORS

ELECTING OUR DIRECTORS

VOTING ON OUR APPROACH TO EXECUTIVE

COMPENSATION ("SAY ON PAY")

SPECIAL RESOLUTION TO AMEND BY-LAW

TWO REGARDING DIRECTORS' COMPENSATION

YOUR DIRECTOR NOMINEES

DIRECTOR COMPENSATION

GLOSSARY

30

Terms and abbreviations used in the Management Proxy Circular:

AIRB	Advanced Internal Ratings-Based system for	Group RRSP	CWB's Group Registered Retirement Savings Plan
calculating regulatory capital	HR and CC	Human Resources and Corporate Communications
Bank Act	Bank Act, SC 1991, c 46 (as amended)	HR Committee	Human Resources Committee
bp	Basis points	IFRS	International Financial Reporting Standards
Board	Board of Directors of CWB	IFRS 9	International Financial Reporting Standards 9Financial
CCRO	Chief Compliance Risk Officer	Instruments
CEO	Chief Executive Officer	Income Tax Act	Income Tax Act, RSC 1985, c 1 (5th Supp)
CET1	Common Equity Tier 1	(as amended)
CFO	Chief Financial Officer	KPMG	KPMG LLP, CWB's external auditor
Circular	This Management Proxy Circular	LAP	Loan Adjudication Panel
Code	CWB Financial Group Code of Conduct:	LTIP	Long-Term Incentive Program
Living our Values	MD&A	Management's Discussion and Analysis
Computershare	Computershare Trust Company of Canada,	Meridian	Meridian Compensation Partners, Inc.,
CWB's transfer agent	CWB's independent compensation consultant
CRO	Chief Risk Officer	NEO	Named Executive Officer
CWB	Canadian Western Bank	OSFI	Office of the Superintendent of Financial Institutions
CWB Financial	CWB and its subsidiaries	Participant	CWB Financial Group employee who participates in
Group	the respective plan
CWB Maxium	CWB Maxium Financial Inc.	PSU	Performance Share Unit
CWB National	CWB National Leasing Inc.	PSU Plan	Performance Share Unit Plan
Leasing	RSU	Restricted Share Unit
CWB Wealth	CWB Wealth Management Ltd.	RSU Plan	Restricted Share Unit Plan
Management	SEDAR	System for Electronic Document Analysis and Retrieval
CWT	Canadian Western Trust Company	SIP	Share Incentive Plan
DRIP	Dividend Reinvestment Plan	STIP	Short-Term Incentive Plan
DSU	Deferred Share Unit	Supplemental	Supplemental Retirement Arrangement for CWB
DSU Plan	Deferred Share Unit Plan	Retirement Plan	senior management
EPS	Earnings Per Share	SVP	Senior Vice President
ESPP	Employee Share Purchase Plan	TSR	Total Shareholder Return
EVP	Executive Vice President	TSX	Toronto Stock Exchange

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CWB Management Proxy Circular

VOTING INFORMATION: QUESTIONS AND ANSWERS

Q: Why have I received this Circular?

A: You have received this Circular because you hold common shares of CWB and have the right to vote at the annual and special meeting of common shareholders. This Circular details the items that will be covered and voted on at the annual and special meeting, along with detailed voting instructions. The meeting will be held at the time and place listed in the notice of meeting accompanying this Circular.

Q: Why did I receive a notice regarding the electronic availability of this Circular instead of receiving a paper copy?

A: The Canadian Securities Administrators has adopted rules that allow public companies to provide electronic access to the Circular instead of a paper copy (Notice and Access Rules). OSFI permits CWB to use the Notice and Access Rules. The notice included in your package provides details on how to access an electronic copy of the Circular and how to request a paper copy. By providing a notice instead of a paper copy of the Circular, CWB minimizes the costs to print and mail the Circular and reduces the impact on the environment.

Q: Who is soliciting my proxy?

A:The enclosed form of proxy is being solicited by CWB management.It is expected that the solicitation will be primarily by mail. CWB will bear the costs associated with this solicitation.

Q: What will I be voting on?

A: Common shareholders will be asked to vote on the following:

• •appointment of auditors;

• •election of directors;

• •CWB's approach to executive compensation (say on pay); and

• •an amendment to By-Law Two regarding directors' compensation.

Q: How many shares are entitled to vote?

A: As of February 13, 2019, there were 87,210,158 fully paid and non-assessable common shares outstanding in the capital of CWB.

Q: Who can vote?

A: You have the right to vote if you hold common shares at the close of business on February 13, 2019, unless you are described below under "Who cannot vote". You are entitled to cast one vote per share.

In addition, if a person, or entity controlled by any such person, beneficially owns, in the aggregate, more than 20% of the eligible votes that may be cast, that person or entity may not cast any votes on the common shares.

To the knowledge of CWB's officers and directors, no person owns or exercises control or direction over common shares carrying more than 10% of the votes attached to CWB's outstanding common shares.

Q: How do I vote if I am a registered shareholder?

A: You are a registered shareholder if you hold the common shares in your own name. If that is the case, your name appears on your physical share certificate or in a Direct Registration Statement issued by Computershare confirming your holdings.

If you want to vote in person at the meeting:

• •Donotcomplete the proxy form or return it to us. Please bring it with you to the meeting and register with Computershare when you arrive at the meeting.

If you do not plan to attend the meeting,you may appoint someone to represent you as proxyholder and vote your shares at the meeting:

• •Please complete and sign the enclosed proxy form and return it in the postage-prepaid envelope provided.

• •You may also vote by telephone at the number provided on your proxy form, or online atwww.investorvote.com.

• •For your vote to be counted, your proxy must be received in one of these formats by Computershare, 8th Floor,

  100 University Avenue, Toronto, Ontario, M5J 2Y1, no later than 1:00 p.m. (Mountain Time) on April 2, 2019.

Q: How do I vote if I am a non-registered shareholder?

A: You are a non-registered shareholder (also known as a beneficial shareholder) if the common shares you own are held in the name of an intermediary (which is usually a trust company, securities broker, or other financial institution) rather than in your own name.

Your intermediary will send you a voting instruction form with this Circular. Carefully follow the voting instructions from your intermediary to vote your common shares.

If you want to vote in person at the meeting:

Q: Who cannot vote?

A: Shares beneficially owned by the following entities and persons cannot be voted:

• •the Government of Canada or a province;

• •the government of a foreign country or a political subdivision of a foreign country;

• •an agency of any of these entities; or

• •any person who has acquired more than 10% of any class of shares of CWB without the approval of the Minister of Finance (Canada).

• •In most cases, insert your name in the space provided for appointing a proxyholder and sign and return the voting instruction form as instructed by your intermediary.

• •Donotcomplete the voting section of the voting instruction form, as you will be voting in person at the meeting.

• •If no space is provided for you to insert your name on the form, please contact your intermediary for instructions.

• •Please register with Computershare when you arrive at the meeting.

CWB Management Proxy Circular

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