National Bank of Canada Shareholders Approve Rights Plan

At the Annual Meeting of Shareholders of the National Bank today, a number of important resolutions were passed, notably the approval of the Shareholder Rights Plan which had been adopted by the Board of Directors on December 14, 2000.

Under the terms of this plan, the Bank has entered a subscription right for each common share outstanding at the close of business on March 6, 2001. The rights will trade with the common shares and will be represented by the common share certificates or an entry in the Bank’s securities register. Upon the occurrence of a change of control event, the rights would be evidenced by rights certificates and would trade separately from the common shares. Moreover, each right would entitle the holder to purchase from the Bank one common share upon payment of 50% of the closing price of the common shares on the Toronto Stock Exchange on the date of such an event.

The Rights Plan is introduced in response to the reform of Canadian legislation on the ownership of financial institutions. Bill C-8, tabled in the House of Commons on February 7, 2001, would allow a bank such as the National Bank with equity of between $1 billion and $5 billion to be owned up to 65% by a single person but would still require it to have shares that carry at least 35% of the voting rights listed on a Canadian stock exchange.

National Bank of Canada is an integrated group whose mission is to provide comprehensive financial services to consumers, small and medium-sized enterprises and large corporations in its core market, while offering specialized services to its clients elsewhere in the world. The National Bank offers a full array of banking services, including all the investment banking services required by large corporations. It is an active player on international capital markets and, through its subsidiaries, is involved in securities brokerage, insurance and wealth management as well as mutual fund and retirement plan management. The National Bank has assets of over $75 billion and, together with its subsidiaries, it employs some 16,600 people. The Bank’s shares are listed on the Toronto Stock Exchange.

-30-