The Bank of N.T. Butterfield & Son (NTB) investor relations material

Deal rationale and strategic fit

• The acquisition creates the largest independent banking and wealth management institution in the Atlantic and English-speaking Caribbean, solidifying #1 positions in key markets and expanding into new growth regions.

• The combination leverages complementary strengths, minimal geographic overlap, and similar cultures, aiming for a unified regional champion with a shared vision for client service and technology investment.

• Enhanced scale and diversification are expected to drive long-term value, resilience, and growth opportunities, positioning the combined entity as a leading independent bank and wealth manager.

• Clients will benefit from expanded corporate, personal, and wealth management services, improved cross-border payment capabilities, and continued investment in digital banking.

• Commitment to ongoing philanthropic, financial education, and sustainability initiatives in all geographies, with a focus on respectful integration and stakeholder value.

Financial terms and conditions

• Total purchase price is $1.794 billion, with 61% in cash ($1.091 billion) and 39% in shares ($703 million), valuing CIBC Caribbean at $1.14 per share.

• Butterfield acquires 91.7% of CIBC Caribbean, with a mandatory takeover bid for the remaining 8.3% minority shareholders, who can opt for up to 100% in shares.

• CIBC will hold about 22% of Butterfield shares post-close and nominate two directors to the board; pro forma ownership: ~76% Butterfield, ~22% CIBC, ~2% minority shareholders.

• The purchase price reflects a 1.06x multiple of CIBC Caribbean's tangible book value.

• Butterfield will issue $700 million in Tier 2 subordinated debt to maintain a 19%+ regulatory capital ratio at close.

Synergies and expected cost savings

• Annual pre-tax cost synergies are estimated at $49 million, phased in over four years and reaching full run rate by 2030.

• Synergies represent 5.6% of the combined 2027 cost base and 10% of CIBC Caribbean's non-interest expenses.

• The deal is not predicated on significant cost savings; focus is on growth and integration.

• Similar IT systems reduce integration complexity and support efficient technology investment.

• Expected accretion to GAAP EPS of 12% and cash EPS of 15% in year one, excluding integration costs.