MONTREAL, QUÉBEC--(Marketwire - March 1, 2012) - National Bank of Canada (TSX:NA) today announced that it has filed with securities regulators and is mailing to shareholders its Notice of Annual Meeting, to be held in Montreal on April 4, 2012, as well as its Management Proxy Circular. The Circular is available at [ www.nbc.ca/circular ].

There are two new director nominees, Maryse Bertrand and Lino A. Saputo, Jr., and three directors will not be seeking to renew their mandates. The proportion of women on the Board has reached almost 30%. Since the Board set an objective of striving for parity between men and women, three of the candidates selected to become Board members have been women and three have been men.

The Circular also contains detailed information on the Board's approach to executive compensation for the fiscal year ended October 31, 2011.

In 2011, the Board made a structural change to the target total direct compensation for the President and Chief Executive Officer, because it was clearly below that of the peer group, despite taking the Bank's relative size into account. The target total direct compensation for the President and Chief Executive Officer was therefore increased by 29% from $5.4 million to $7.0 million. Given the results obtained and Louis Vachon's leadership, the Board granted him total direct compensation of $7.3 million, 3.6% more than the $7 million target set for the year.

Key compensation data

"Despite a difficult global economic situation, the Bank again posted sustained growth in 2011. Total shareholder return was 11% for one year and 45% over five years, which compares very favourably to that of the other major Canadian banks. The Board of Directors is confident that the Bank's future is in good hands, and that its executives and more than 19,000 employees are committed to both meeting clients' needs and growing shareholder value," stated Jean Douville, Chairman of the Board.

Since the beginning of the One client, one bank transformation in 2008, the Bank has stood out favourably in different areas, such as financial and operating performance, the growth in the number of clients or the increase in the number of employees, which rose by 2,300 to 19,431 at the end of fiscal 2011.

National Bank's Board will again put its approach to executive compensation to an advisory vote of its shareholders, having been one of the first to do so in Canada.

The Circular also includes information related to the Board of Directors and its committees, the election of directors and the appointment of the auditor, as well as the four proposals submitted by a shareholder, which the Bank recommends voting against.

About National Bank of Canada

National Bank of Canada is an integrated group that provides 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. National Bank offers a full array of banking services, including retail, corporate and investment banking. 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. National Bank had over CDN$175 billion in assets as at January 31, 2012, according to Canadian GAAP, and, together with its subsidiaries, employs 19,785 people. The Bank's securities are listed on the Toronto Stock Exchange (TSX:NA). For more information, visit the Bank's website at [ www.nbc.ca ]. To access National Bank's financial education portal, visit [ www.clearfacts.ca ].

The telephone number provided below is for the exclusive use of journalists and other media representatives.

Contributing Sources

---

Market Wire