information statement dated may 21, 2007

INFORMATION STATEMENT DATED MAY 21, 2007

This information statement (the “Information Statement”) has been prepared solely for the purpose of assisting prospective purchasers in making an investment decision with respect to the Deposit Notes described herein. This Information Statement constitutes an offering of these Deposit Notes only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such Deposit Notes. No securities commission or similar authority in Canada has in any way passed upon the merits of the Deposit Notes offered hereunder and any representation to the contrary is an offence. The Deposit Notes offered under this Information Statement have not been, and will not be, registered under the “United States Securities Act of 1933”, as amended or any state securities law and, subject to certain exemptions, may not be offered or sold in the United States or to U.S. persons or other non-residents of Canada.

Maximizer Deposit Notes TM, Series 13

The Maximizer Deposit NotesTM, Series 13 (the “Deposit Notes”) issued by the National Bank of Canada (the “Bank”) will

mature on or about July 27, 2012 (the “Maturity Date”). The Deposit Notes are principal-protected deposit notes which aim to provide each holder of the Deposit Notes (a “Holder”) with a return payable at maturity which is based on the appreciation, if any, from the issuance date of the Deposit Notes to their maturity of the notional performance of a total of ten constituents including seven equity linked constituents and three commodity linked constituents which are representative of well-known and widely-traded markets in North America, Europe and Asia and include: the S&P/TSX 60® Index; the iShares® S&P Latin America 40 Index Fund; the S&P 500® Index; the Dow Jones Industrial AverageSM; the Dow Jones EURO STOXX 50® Index; the Nikkei 225® Index; the FTSETM 100 Index; the S&P GSCITM Gold Excess Return; West Texas Intermediate (WTI) Crude Oil, and a base metals basket composed of ½ aluminum and ½ copper. (The indices are referred to herein individually as an “Index” and collectively, as the “Indices”).

At the maturity payment date (the “Maturity Payment Date”), Holders of Deposit Notes will be entitled to receive, in respect of each Deposit Note held by such Holder, repayment of their initial deposit amount, being $100 per Deposit Note (the “Initial Deposit Amount”). In addition, depending on the performance of the Indices, Holders will be entitled to receive, on the Maturity Payment Date, a Variable Return (as hereinafter defined) on the Initial Deposit Amount where the Total Locked-In Performance (as hereinafter defined) at maturity is above 100%. The Variable Return is an amount per Deposit Note equal to: the higher of (i) $0 and (ii) the product of (a) the Initial Deposit Amount and (b) the Total Locked-In Performance minus 100%, subject to a maximum of $87.71. The Maturity Redemption Amount is equal to the sum of the Initial Deposit Amount and the Variable Return. The maximum Maturity Redemption Amount is equal to $187.71 representing a maximum internal rate of return of 13.42% per annum over five years. If the Total Locked-In Performance at maturity is 100% or less, there will not be any Variable Return and the Holders will only be entitled to receive their Initial Deposit Amount. The Total Locked-In Performance is designed to represent the product of the performance ratio of all the Indices, by locking in every successive six-month period the performance ratio of the better performing Index among the Indices. Once an Index has its performance ratio locked-in, it will no longer be taken into account for the purpose of calculating the Variable Return, such that by a process of elimination, each Index will be selected once and have its performance ratio locked in. There is no limit to the negative performance at which an Index may be locked in, but the locked-in positive performance of an Index on any six-month reference period will be limited to 106.50%. See “Description of the Deposit Notes – Locked-In Performance” and “Description of the Deposit Notes – Total Locked-In Performance” for the details on how the Total Locked-In Performance will be determined. No interest or any other amount will be paid during the term of the Deposit Notes.

PRICE: $100 per Deposit Note Minimum Subscription: $5,000 (50 Deposit

Notes) The Indices are used solely as a notional reference for the purpose of calculating the Variable Return, if any, payable at

maturity to Holders of the Deposit Notes. No actual funds will be invested in the Indices. Holders of Deposit Notes will not have an ownership or any other interest in, or rights with respect to, the constituents making up the Indices.

The Deposit Notes are not redeemable prior to maturity, except by the Bank under certain special circumstances of an income tax nature affecting the Bank but outside its control. See “Description of the Deposit Notes - Reimbursement Under Special Circumstances and Payment”.

The Deposit Notes will constitute direct unsecured deposit obligations of the Bank. The Deposit Notes will be issued on an unsubordinated basis and will rank pari passu as among themselves and will be payable rateably without any preference or priority. The Deposit Notes will not constitute deposits that are insured under the Canada Deposit Insurance Corporation Act or any other deposit insurance regime designed to ensure the payment of all or a portion of a deposit

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upon the insolvency of the deposit taking financial institution. Moreover, there is no assurance that an investment in the Deposit Notes will be eligible for protection under the Canadian Investor Protection Fund. A Holder should consult with his or her investment advisor as to whether the Holder’s investment in the Deposit Notes is eligible for protection in light of such Holder’s particular circumstances. The Deposit Notes are not qualified by prospectus or registered under any securities laws.

The Deposit Notes have certain investment characteristics that differ from those of conventional fixed income investments in that they do not provide Holders with a return or income stream prior to maturity, or a return payable at maturity, calculated by reference to a fixed or floating rate of interest that is determinable prior to maturity. The Variable Return on the Deposit Notes, if any, unlike the return on many deposit liabilities of Canadian chartered banks, is uncertain in that if none of the Indices generates a positive return, the Deposit Notes will not produce a return on the Holders’ original investment. There is no assurance that any Index will be able to avoid losses prior to maturity or generate a positive return at maturity. Therefore, there is no assurance that the Deposit Notes will meet their objective repayment of the Holder’s Initial Deposit Amount. Moreover, the value of an investment in the Deposit Notes may diminish over time owing to inflation and other factors that adversely affect the present value of future payments. Accordingly, the Deposit Notes are not suitable investments for a Holder if such Holder needs or expects to receive any return or a specific return on investment. The Deposit Notes are designed for investors with a long-term investment horizon who are prepared to hold the Deposit Notes to maturity and are prepared to assume risks with respect to a return tied to the performance of the Indices. Prospective purchasers should take into account additional risk factors associated with this offering of Deposit Notes. See “Risk Factors”.

The Deposit Notes will not be listed on any stock exchange or other market. National Bank Financial Inc. (the “Agent”) intends to maintain, under normal market conditions, a weekly secondary market for the Deposit Notes through FundSERV. The Agent is under no obligation to facilitate or arrange for such a secondary market, and such secondary market, when commenced, may be suspended at any time at the sole discretion of the Agent, without any prior notice to Holders. Therefore, there can be no assurance that a secondary market will be available or that such market will be liquid or sustainable. The price paid to a Holder in connection with a sale through FundSERV made during the first six months following the date of issuance of the Deposit Notes will reflect a pre-determined early trading charge. A Holder that sells its Deposit Notes prior to maturity may receive less than its Initial Deposit Amount, even if the performance of the Indices up to that time has been positive, and as a result, such Holder may suffer a loss. See “Secondary Market for the Deposit Notes” and “Risk Factors - No assurance of a secondary market and possible illiquidity of any developing secondary market”. Investors who cannot accept that the secondary market is limited in this way or who must have access to a secondary market at all times should not invest in the Deposit Notes.

The Bank and the Agent have entered into an agency agreement (the “Agency Agreement”) pursuant to which the Agent has agreed to offer Deposit Notes for sale on a best efforts basis, if, and when issued by the Bank, in accordance with the terms and conditions contained in the Agency Agreement and subject to the approval of certain legal matters on behalf of the Bank and the Agent by Fasken Martineau DuMoulin LLP. Fees are payable to the Agent as described under “Fees and Expenses”. The Agent is a wholly owned subsidiary of the Bank. As a result, the Bank is a related issuer of the Agent under applicable securities legislation. See “Plan of Distribution”.

Subscriptions for Deposit Notes may be made through the mutual fund order entry system FundSERV under the order code “NBC1305”, which will result in funds being accumulated in a non-interest bearing account pending execution of all documents required for this transaction and satisfaction of closing conditions, if any. Upon acceptance of a subscription at closing (in whole or in part as provided below), a confirmation of acceptance will be sent out by prepaid mail or other means of delivery to the subscriber. If for any reason the closing of this offering does not occur, all subscription funds will be returned to subscribers without interest or deduction.

Closing of the offering of the Deposit Notes will take place on or about July 27, 2007, or such other date agreed to between the Bank and the Agent, but in any event no later than August 3, 2007. Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. A global certificate for the full amount of the issue of the Deposit Notes will be issued in registered form to CDS Clearing and Depository Services Inc. (“CDS”) and will be deposited with CDS on the Issuance Date. Subject to limited exceptions, certificates evidencing the Deposit Notes will not be available to Holders and registration of ownership of the Deposit Notes will be made only through CDS’s book-entry system. See “Description of the Notes – Book-Entry System”.

Although the Deposit Notes may be purchased through FundSERV, investors should be aware that the Deposit Notes are not securities issued by a mutual fund and purchasers do not benefit from certain rights and recourses otherwise provided by certain securities laws in connection with the issuance of such securities, including the right to receive a prospectus and other customary information documents provided by issuers, a right of rescission and certain other rights of action to rescind a purchase, revise the price of a purchase or seek damages in case documents show false or misleading information. However, purchasers will receive a copy of this Information Statement, which grants purchasers a contractual right of rescission described herein under “Right of Rescission”.

Maximizer Deposit Notes is a trademark of the Bank.

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TABLE OF CONTENTS

SUMMARY OF THE OFFERING ...........................5 DEFINITIONS ........................................................12 NATIONAL BANK OF CANADA ........................15 INVESTMENT RATIONALE FOR THE

DEPOSIT NOTES AND DESCRIPTION OF THE INDICES.....................................................15 General.................................................................15 Indices..................................................................15 Discontinuance, Modification or

Replacement of the Indices ..............................23 Alteration of Method of Calculation ....................24

DESCRIPTION OF THE DEPOSIT NOTES .........24 General.................................................................24 Currency...............................................................25 Payment upon the Maturity Date .........................25 Locked-In Performances ......................................26 Total Locked-In Performance ..............................26 Starting and Closing Index Level.........................26 Return...................................................................31 Settlement of Payments........................................31 No Early Retraction .............................................32 Reimbursement Under Special

Circumstances and Payment.............................32

Rank; No Deposit Insurance ................................33 Canadian Investor Protection Fund......................33 Book Entry System ..............................................33 Definitive Notes ...................................................34 Custodian .............................................................35 Deferred Payment ................................................35 Notice to Holders .................................................35 Amendments to the Deposit Notes.......................36 Credit Rating........................................................36

FEES AND EXPENSES .........................................36 FUNDSERV............................................................36 SECONDARY MARKET FOR THE DEPOSIT

NOTES ................................................................38 CALCULATION AGENT ......................................40 PLAN OF DISTRIBUTION....................................41 USE OF PROCEEDS AND HEDGING .................41 RISK FACTORS .....................................................42 CERTAIN CANADIAN FEDERAL INCOME

TAX CONSIDERATIONS..................................48 USE OF INDICES...................................................49 RIGHT OF RESCISSION .......................................53

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ABOUT THIS INFORMATION STATEMENT

This Information Statement has been prepared for the sole purpose of assisting prospective investors in making an investment decision with respect to the Deposit Notes. The Bank has taken reasonable care to ensure that the facts stated in this Information Statement with respect to the description of the Deposit Notes are true and accurate in all material respects.

All information in this Information Statement with respect to publicly traded securities and the issuer of those securities, prices or levels, as applicable, is taken or derived solely from information published by that issuer or by the providers of the Indices or other publicly available information. Neither the Bank, the Agent or any of their respective affiliates makes any assurances, representations or warranties with respect to the accuracy, reliability or completeness of such information. See also “Use of Indices”.

Furthermore, neither the Bank, the Agent or any of their respective affiliates makes any recommendation concerning the Indices or the constituents thereof or the suitability of investing in the Indices generally or the Deposit Notes in particular. In connection with the issue and sale of the Deposit Notes, no person is authorized to give any information or to make any representation not expressly contained in this Information Statement or the global certificate evidencing the Deposit Notes and neither the Bank, the Agent or any of their respective affiliates accepts any responsibility for any information not contained herein or therein.

Certain statements included in this Information Statement constitute forward looking statements, including but not limited to those identified by the expressions “believe”, “estimate”, “expect”, and similar expressions to the extent that they relate to the Bank or to the Agent, as the case may be. These forward looking statements are not historical facts, but reflect the Bank’s or Agent’s current expectations regarding future results or events. These forward looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under “Risk Factors” and in other sections of this Information Statement.

SUITABILITY FOR INVESTMENT

An investment in Deposit Notes is suitable only for investors prepared to assume risks with respect to a return tied to the performance of the Indices. The Variable Return on the Deposit Notes, if any, is uncertain and an investor may not receive anything more at maturity than the Initial Deposit Amount of the Deposit Notes, being $100 per Deposit Note. The Initial Deposit Amount will be repaid only if the Deposit Notes are held to maturity. A person should only reach a decision to invest in the Deposit Notes after carefully considering, with his or her advisors, the suitability of this investment in light of his or her investment objectives and the information set out in this Information Statement. The Deposit Notes are not conventional indebtedness in that they have no fixed or floating yield. The return of the Deposit Notes at maturity, if any, is tied to the performance of the Indices. It is possible that the Indices will not appreciate in value in a manner as to produce a return at maturity. Moreover, the value of an investment in the Deposit Notes may diminish over time owing to inflation and other factors that adversely affect the present value of future payments. Therefore, the Deposit Notes are not suitable investments for investors requiring or expecting certainty of yield.

ELIGIBILITY FOR INVESTMENT

In the opinion of Fasken Martineau DuMoulin LLP, counsel to the Bank and the Agent, in accordance with legislation in effect at the date hereof, the Deposit Notes offered hereby will, at the Issuance Date, be qualified investments under the Tax Act for trusts governed by registered retirement savings plans (“RRSPs”), registered retirement income funds (“RRIFs”), registered education savings plans (“RESPs”) and deferred profit sharing plans (“DPSPs”), other than DPSPs under which the Bank or any person or partnership with which the Bank does not deal at arm’s length within the meaning of the Tax Act is an employer. Purchasers who wish to purchase Deposit Notes through FundSERV for registered accounts such as RRSPs will need to have their own self-directed registered accounts. See “FundSERV”.

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SUMMARY OF THE OFFERING

The following is a summary of the terms of the Deposit Notes and more detailed information appearing elsewhere in this Information Statement. Because this is a summary, it does not contain all of the information that may be important to an investor and investors should read the more detailed information appearing elsewhere in this Information Statement. Capitalized terms used but not defined in this summary are defined under “Definitions” and elsewhere in this Information Statement.

Issuer: National Bank of Canada.

Deposit Notes Offered: Maximizer Deposit NotesTM, Series 13.

Initial Deposit Amount: $100 per Deposit Note.

Minimum Subscription: $5,000 (50 Deposit Notes).

Issuance Date: On or about July 27, 2007, but no later than August 3, 2007.

Maturity Date: The date falling on the fifth anniversary date of the Issuance Date (provided that if such date is not a Business Day, it will be postponed to the next Business Day). Assuming a closing on July 27, 2007, the Maturity Date will be July 27, 2012.

Investment Rationale for the Deposit Notes and Description of the Indices:

The Deposit Notes are principal-protected deposit notes which aim to provide Holders with a Variable Return payable on the Maturity Payment Date which is based on the appreciation, if any, from the Issuance Date of the Deposit Notes to their maturity, of the notional performance of a total of ten constituents including seven equity linked constituents and three commodity linked constituents which are representative of well known and widely traded markets in North America, Europe and Asia (individually, an “Index” collectively, the “Indices”).

The Indices include: the S&P/TSX 60® Index, the iShares® S&P Latin America 40 Index Fund, the S&P 500® Index, the Dow Jones Industrial AverageSM, the Dow Jones EURO STOXX 50® Index, the Nikkei 225® Index, the FTSETM 100 Index, the S&P GSCITM Gold Excess Return, WTI Crude Oil, and a base metals basket composed of ½ aluminum and ½ copper.

The Indices are used solely as a reference for the purpose of calculating the notional Variable Return, if any, payable on the Maturity Payment Date to Holders of the Deposit Notes. No actual funds will be invested in the Indices.

Payment at Maturity: On the Maturity Payment Date, Holders of Deposit Notes will be entitled to receive, in respect of each Deposit Note held by such Holder, repayment of their Initial Deposit Amount. In addition, depending on the performance of the Indices, Holders will be entitled to receive a Variable Return on the Initial Deposit Amount where the Total Locked-In Performance at maturity is above 100%. The Variable Return is an amount per Deposit Note equal to: the higher of (i) $0 and (ii) the product of (a) the Initial Deposit Amount and (b) the Total Locked-In Performance minus 100%, subject to a maximum of $87.71. The Maturity Redemption Amount is equal to the sum of the Initial Deposit Amount and the Variable Return.

The maximum Maturity Redemption Amount is equal to $187.71 representing a maximum internal rate of return of 13.42% per annum over five years. If the Total Locked-In Performance (as hereinafter defined) at maturity is 100% or less, there will not be any Variable Return and the Holders will only be entitled to receive their Initial Deposit Amount.

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Return: The Deposit Notes will not bear interest during the term of the Deposit Notes but will rather have a return per Deposit Note, if any, equal to the Variable Return. Such return per Deposit Note, if any, will not be payable prior to the Maturity Payment Date. The maximum Variable Return is $87.71 per Deposit Note representing a maximum internal rate of return of 13.42% per annum over five years on the Initial Deposit Amount.

Locked-In Performance Determination Dates:

Each successive six month period following the Issuance Date of the Deposit Notes commencing on the first day that is six months following the Issuance Date until the Final Locked-In Performance Determination Date.

Locked-In Performances: On each Locked-In Performance Determination Date, the Calculation Agent will select, among the remaining Indices, the Index having shown the best performance. The best performing Index will be the one showing the greatest appreciation compared to its Starting Index Level. Each selected Locked-In Performance will be expressed as a ratio in percentage between the Closing Index Level and the Starting Index Level and will be capped at 106.50%. When the performance of an Index is “locked-in”, the corresponding Index is discarded for purposes of computing future Locked-In Performances.

The determination for the first Locked-In Performance will be made on the date that is six months from the Issuance Date of the Deposit Notes. This process will be repeated on each successive six-month period from the Issuance Date until the Final Locked-In Performance Determination Date. By a process of elimination, on the Final Locked-In Performance Determination Date, there will only be one remaining Index from which a Locked-in Performance will be obtained. In this manner, each Index will be selected at least and only once and each Index will have its corresponding Locked-In Performance.

It is possible that the best performing Index on a Locked-In Performance Determination Date locks in a negative return. There is no limit or floor to the extent to which the Locked-In Performance may be negative.

Total Locked-In Performance:

The Total Locked-In Performance of the Deposit Notes will be calculated as follows:

Total Locked-In Performance = IndexP1 x IndexP2 x IndexP3 x IndexP4 x IndexP5 x IndexP6 x IndexP7 x IndexP8 x IndexP9 x IndexP10

Where “IndexPi” is equal to the Locked-In Performance for the relevant Index on each Locked-In Performance Determination Date up to and including the Final Locked-In Performance Determination Date, calculated as follows:

IndexPi is equal to the lesser of:

(a) 1.0650; and

(b)

Once an Index has been identified as the best performing Index for a six month period, it is removed for the purposes of future Locked-In Performance calculations.

Closing Index Level Starting Index Level

for the best performing Index in any given six month period.

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Starting Index Level: The starting level of each Index at the regular official close of trading on the Issuance Date, in the base currency in which the Indices are calculated, as determined by the Calculation Agent.

Closing Index Level: The closing level of each Index at the regular official close of trading on each Locked-In Performance Determination Date. If any Locked-In Performance Determination Date is not a Trading Day in respect of a relevant Index or if a Market Disruption Event (as hereinafter defined) exists on such date in respect of a relevant Index, the closing level of the relevant Index on the first following day that is a Trading Day or the first Trading Day on which a Market Disruption Event has ceased will be used. If such a Market Disruption Event should last more than 5 days, or if there is no Trading Day after 5 days, the closing level of the relevant Index will be determined by the Calculation Agent in its sole discretion and in good faith using all available market information. The Closing Index Level will not include any distributions paid on the securities included in the Indices, if any.

For each Locked-In Performance Determination Date, the Closing Index Level for each eligible Index will be determined by the Calculation Agent.

Reference herein to the Indices will be deemed to include any Successor Indices unless the context requires otherwise. See “Investment Rationale for the Deposit Notes and Description of the Indices – Discontinuance or Modification of the Indices; Alteration of Method of Calculation”.

Reimbursement Under Special Circumstances:

Notwithstanding the Maturity Date, the Bank may redeem the Deposit Notes prior to maturity under certain special circumstances of an income tax nature affecting the Bank but outside its control. See “Description of the Deposit Notes – Reimbursement Under Special Circumstances and Payment”. In the case of this special redemption, it is possible that Holders of Deposit Notes may only be entitled to receive the Initial Deposit Amount per Deposit Note.

Secondary Market for the Deposit Notes:

There is currently no established trading market for the Deposit Notes. The Bank does not intend to apply for listing of the Deposit Notes on any securities exchange or quotation system.

The Agent intends to maintain until the Maturity Date, under normal market conditions, a weekly secondary market for the Deposit Notes through FundSERV. If the trading markets for one or more of the Indices are disrupted, or if trading of one or more of the Indices is suspended or terminated, or if any other Market Disruption Event occurs, the Agent will generally deem that normal market conditions do not exist.

The Agent is under no obligation to facilitate or arrange a secondary market through FundSERV, and the Agent, in its sole discretion, may stop maintaining a market for the Deposit Notes at any time, without any prior notice to Holders. There can be no assurance that a secondary market will be available or that such market will be liquid or sustainable.

FundSERV carries certain restrictions in respect of the sale of Deposit Notes, including the selling procedures that require an irrevocable sale order be initiated at a Net Bid Price that will not be known previously to placing such sale order. See “FundSERV – Sale of Deposit Notes through FundSERV”.

The sale of a Deposit Note through the Agent will be effected at a price equal to the bid price for the Deposit Note, determined by the Agent in its sole discretion, less any applicable early trading charge, as described below. The bid price of a

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Deposit Note will be dependent on a varied number of factors at any time, which may include the return of each Index since the Issuance Date and other interrelated factors, including, without limitation, the volatility of the prices of the constituents of the Indices, prevailing interest rates and the time remaining to the Maturity Date. The relationship among these factors is complex and may also be influenced by various political, economic and other factors that can affect the trading price of a Deposit Note. See “Secondary Market for the Deposit Notes”.

Any sale of Deposit Notes through the market maintained by the Agent within the first two years of the Issuance Date will be subject to an early trading charge per Deposit Note, as set out below:

IF SOLD EARLY TRADING CHARGE

From days 0 to 30 following the Issuance Date $4.50






Thereafter Nil Holders should be aware that any valuation price for the Deposit Notes appearing

in a Holder’s periodic investment account statement, as well as any bid price quoted to the Holder to sell Deposit Notes, will be before the application of the applicable early sales charge.

There will not be any secondary market for the Deposit Notes other than the market described above. Investors who cannot accept that the secondary market is limited in this way or who must have access to a secondary market at all times should not invest in the Deposit Notes.

A Holder who sells Deposit Notes prior to maturity may receive less than the Initial Deposit Amount per Deposit Note, even if the performance of the Indices up to that time has been positive, and as a result, such Holder may suffer a loss. See “Risk Factors – No assurance of a secondary market and possible illiquidity of any developing secondary market.”

Holders should consult their investment advisors on whether it would be more favourable in the circumstances at any time to sell the Deposit Notes (assuming the availability of a secondary market) or to hold the Deposit Notes until the Maturity Date. Holders should also consult their tax advisors as to the tax consequences arising from the sale of a Deposit Note prior to the Maturity Date as compared to holding the Deposit Note until the Maturity Date. See “Certain Canadian Federal Income Tax Considerations”.

Use of Proceeds and Hedging:

The Bank will use the proceeds of the offering of Deposit Notes, after payment of the expenses related to such offering, for general banking purposes. The Bank may also use those proceeds in transactions intended to hedge the Bank’s obligations under the Deposit Notes. See “Use of Proceeds and Hedging” and “Risk Factors –

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Hedging transactions may affect the Indices”.

Rank: The Deposit Notes will constitute direct unsecured deposit obligations of the Bank. The Deposit Notes will be issued on an unsubordinated basis and will rank pari passu as among themselves and will be payable rateably without any preference or priority. The Deposit Notes will not constitute deposits that are insured under the Canada Deposit Insurance Corporation Act or any other deposit insurance regime to ensure the payment of all or a portion of a deposit upon the insolvency of the deposit taking financial Institution. See “Description of the Deposit Notes − Rank; No Deposit Insurance”. Moreover, there is no assurance that an investment in the Deposit Notes will be eligible for protection under the Canadian Investor Protection Fund. A Holder should consult with his or her investment advisor on whether the Holder’s investment in the Deposit Notes is eligible for protection in light of the Holder’s particular circumstances.

Credit Rating: The Deposit Notes have not been rated by any rating agencies. The long term deposits of the Bank, at the date of this Information Statement, are rated AA (low) by DBRS, A by Standard & Poor’s and Aa1 by Moody’s. There can be no assurance that, if the Deposit Notes were specifically rated by these rating agencies, they would have the same rating as the other deposit liabilities of the Bank. A credit rating is not a recommendation to buy, sell or hold investments, and may be subject to revision or withdrawal at any time by the relevant rating agency.

Calculation Agent: The Bank.

Book-Entry System: The Deposit Notes will be issued in book-entry form and will be evidenced by a single nominative global certificate held by CDS, or on its behalf, as registered holder of the Deposit Notes. Registration of the interests in and transfers of the Deposit Notes will be made only through the Book-Entry System of CDS. Subject to a limited exception, no Holder of Deposit Notes will be entitled to any certificate or other instrument from the Bank or CDS evidencing the ownership thereof and no Holder will be shown on the records maintained by CDS except through a CDS Participant. See “Description of the Deposit Notes – Book-Entry System”.

Holders purchasing Deposit Notes through FundSERV will have an indirect beneficial interest in the global certificate held by CDS. See “FundSERV – Deposit Notes Purchased through FundSERV”.

FundSERV: Deposit Notes may be purchased through the Book-Entry System of FundSERV. The FundSERV order code for the Deposit Notes is NBC1305. No interest will be paid on account of funds deposited through FundSERV pending closing of the offering of the Deposit Notes or the return of such funds if subscriptions are rejected or not fully allotted. See “FundSERV – Deposit Notes Purchased through FundSERV” for a description of the mechanics and restrictions involved in the use of FundSERV for the purchase of Deposit Notes.

Certain Canadian Income Tax Consequences:

The amount of the excess of the payment at maturity over the Initial Deposit Amount of a Deposit Note that is payable to an Initial Holder at the Maturity Payment Date will be included in the Initial Holder’s income, as interest, in the taxation year in which the last Locked-In Performance Determination Date occurs. Generally, an Initial Holder should realize a capital gain (or capital loss) on the disposition of a Deposit Note (other than on a payment from the Bank), equal to the amount by which the proceeds of disposition net of any reasonable costs of

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disposition exceed (or are exceeded by) the adjusted cost base of the Deposit Note to the Initial Holder. Initial Holders who dispose of a Deposit Note, particularly those who dispose of a Deposit Note shortly prior to the Maturity Date, should consult their own tax advisors with respect to their particular circumstances. See “Certain Canadian Federal Income Tax Considerations”.

Eligibility for Investment: Based on legislation in effect on the date hereof, the Deposit Notes will, at their Issuance Date, be qualified investments under the Tax Act for trusts governed by RRSPs, RRIFs, RESPs and DPSPs, other than DPSPs under which the Bank or any person or partnership with which the Bank does not deal at arm’s length within the meaning of the Tax Act is an employer, and may be held in such plan or fund subject to the terms thereof. See “Eligibility for Investment”. Purchasers who wish to purchase Deposit Notes through FundSERV for registered accounts such as RRSPs will need to have their own self-directed registered accounts. See “FundSERV”.

Risk Factors: Prospective investors should carefully consider all of the information set forth in this Information Statement and, in particular, should evaluate the specific risk factors set forth under “Risk Factors” for a discussion of certain risks involved in evaluating an investment in the Deposit Notes. Such risk factors include, without limitation, the following:

• Risks Relating to the Offering of Deposit Notes, including;

o Deposit Notes may not be a suitable investment for some investors;

o Uncertain return until maturity; Deposit Notes are linked only to the Indices;

o Return not reflective of an investment in a portfolio composed of all Indices until maturity;

o Return is limited and may not be reflective of full appreciation of the Indices;

o Holders have no ownership interest in the Indices;

o There is no assurance of a secondary market and possible illiquidity of any developing secondary market;

o Deposit Notes could be redeemed prior to maturity under a Reimbursement Under Special Circumstances

o Payment at maturity of the Initial Deposit Amount is dependent upon creditworthiness of the Bank;

o Deposit Notes will not be insured under the Canada Deposit Insurance Corporation Act;

o Deposit Notes may not be eligible for protection under the Canadian Investor Protection Fund;

o No independent calculation; Conflict of interest;

o Hedging transactions may affect the Indices; and

o Deposit Notes not qualified by prospectus

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• Risks Relating to the Indices, including:

o Trading prices;

o Exposure to equities;

o Adjustments to the indices could adversely affect the value of the Deposit Notes;

o Potential modifications of Indices;

o Exposure to foreign currencies;

o Exposure to foreign investments; and

o Return does not necessarily reflect distributions;

• Risks Relating to Commodities, including:

o Suspension or disruptions of market trading in the commodity and related futures markets may adversely affect the value of the Deposit Notes;

o Commodity prices may change unpredictably affecting the performance of the Indices and the value of the Deposit Notes in unforeseeable ways;

o WTI Crude;

o Aluminum; and

o Copper

Fees and Expenses: The Bank will pay to the Agent, out of its own funds, a selling fee of $4.75 per each Deposit Note sold under the offering in connection with its services as agent, of which $3.25 per Deposit Note may be paid by the Agent to representatives whose clients purchase Deposit Notes. Accordingly, the payment of the selling fee will not affect the amount of the Initial Deposit Amount at maturity.

The Bank will not charge any other fee or seek reimbursement of any other expense in respect of the Deposit Notes.

As is generally the case for Bank deposits, the Bank may earn a return on the offering of Deposit Notes. This return may arise from the difference between the amount the Bank is obliged to pay under the Deposit Notes, net of related expenses and the fees payable to the Agent, and the returns the Bank may generate in hedging its obligations under the Deposit Notes. See “Use of Proceeds and Hedging”.

- 12 -

DEFINITIONS

In this Information Statement, unless the context otherwise requires, terms not otherwise defined herein will have the meaning ascribed thereto hereunder:

“Actualized NAV” means an amount calculated in respect of Deposit Notes in a situation in which the Bank determines to make a Reimbursement Under Special Circumstances, all as described under “Description of the Deposit Notes – Reimbursement Under Special Circumstances and Payment.”

“Agency Agreement” has the meaning ascribed thereto under “Plan of Distribution”.

“Agent” means National Bank Financial Inc., a wholly-owned subsidiary of the Bank.

“Book-Entry System” means the record entry securities transfer and pledge system established and governed by one or more agreements between CDS and CDS Participants pursuant to which the operating rules and procedures for such system are established and administered by CDS, including in relation to the Bank and CDS.

“Business Day” means any day, other than a Saturday or a Sunday or a day on which commercial banks in either Montreal or Toronto are required or authorized by law to remain closed. If a deadline specified in this Information Statement in respect of Deposit Notes falls on a day which is not a Business Day, the deadline will be postponed to the following Business Day.

“Calculation Agent” means the Bank.

“CDS” means CDS Clearing and Depository Services Inc., or its nominee.

“CDS Participants” means a broker, dealer, bank or other financial institution or other person for whom CDS effects book-entry transfers and pledges of Deposit Notes under the Book-Entry System.

“Closing Index Level” means the closing level of each Index or any Successor Index at the regular official close of trading on each Locked-In Performance Determination Date, in the base currency in which the Indices are calculated, as determined by the Calculation Agent. If any Locked-In Performance Determination Date is not a Trading Day in respect of a relevant Index or if a Market Disruption Event exists on such date in respect of a relevant Index, the closing level of the relevant Index on the first following day that is a Trading Day or the first Trading Day on which a Market Disruption Event has ceased will be used. If such a Market Disruption Event should last more than 5 days, or if there is not Trading Day after 5 days, the closing level of the relevant Index will be determined by the Calculation Agent in its sole discretion and in good faith using all available market information. The Closing Index Level will not include any distributions paid on the securities included in the Indices, if any.

“CRA” means the Canada Revenue Agency.

“Custodian” means National Bank Trust Inc., an affiliate of the Bank, or any other person appointed by the Bank for that purpose.

“DBRS” means Dominion Bond Rating Service, Limited.

“Deposit Notes” means the Maximizer Deposit NotesTM, Series 13.

“Final Locked-In Performance Determination Date” means the Maturity Date.

“FundSERV” means the facility maintained and operated by FundSERV Inc. for electronic communication with participating companies, including the receiving of orders, order match, contracting, registrations, settlement of orders, transmission of confirmation of purchases, and the redemption of investments or instruments.

- 13 -

“Holder” means an owner of record or beneficial owner of a Deposit Note.

“Index” or “Indices” means the S&P/TSX 60® Index, the iShares® S&P Latin America 40 Index Fund, the S&P 500® Index, the Dow Jones Industrial AverageSM, the Dow Jones EURO STOXX 50® Index, the Nikkei 225® Index, the FTSETM 100 Index, the S&P GSCITM Gold Excess Return, WTI Crude Oil, and a base metals basket composed of ½ aluminum and ½ copper.

“Initial Deposit Amount” means $100 per Deposit Note.

“Issuance Date” means the date as of which is issued a global certificate for the full amount of the Deposit Notes, being on or about July 27, 2007, or such other date agreed to between the Bank and Agent, but in any event no later than August 3, 2007.

“LME” means London Metal Exchange.

“Locked-In Performance” means a ratio, expressed as a percentage, of the Closing Index Level and the Starting Index Level for the best performing Index on a Locked-In Performance Determination Date, as determined by the Calculation Agent, subject to a maximum of 106.50%. It is possible that the best performing Index on a Locked-In Performance Determination Date locks in a negative return. There is no limit or floor to the extent to which the Locked-In Performance may be negative.

“Locked-In Performance Determination Dates” means each successive six month period following the Issuance Date of the Deposit Notes commencing on the first day that is six months following the Issuance Date until the Final Locked-In Performance Determination Date.

“Market Disruption Event” has the meaning ascribed thereto under “Description of the Deposit Notes – Starting and Closing Index Level”.

“Maturity Date” means the date falling on the fifth anniversary date of the Issuance Date of the Deposit Notes, provided that if such date is not a Business Day, it will be postponed to the next Business Day. Assuming a closing on July 27, 2007, the Maturity Date will be July 27, 2012.

“Maturity Payment Date” means the third Business Day following the Maturity Date.

“Maturity Redemption Amount” means an amount equal to the sum of the Initial Deposit Amount and the Variable Return.

“Moody’s” means Moody’s Investors Service, Inc.

“Permitted Investments” means fixed income and/or money market instruments consisting of debt issued by the Government of Canada or its agencies, debt issued by the provinces of Ontario, Quebec, Alberta or British Columbia or bankers’ acceptances issued by Canadian banks or cash deposits with Canadian banks with a rating of at least R-1 (low), A-1 or P-1 by DBRS, S&P and Moody’s, respectively. The maximum maturity of the Permitted Investments is the Final Locked-In Performance Determination Date.

“Reimbursement Under Special Circumstances” means a special reimbursement of the Deposit Notes, prior to the Maturity Date, in the circumstances and the manner described under “Description of the Deposit Notes – Reimbursement Under Special Circumstances and Payment”.

“SEDAR” means the Canadian System for Electronic Document Analysis and Retrieval maintained by Canadian securities regulators.

“Special Circumstances” has the meaning ascribed thereto under “Description of the Deposit Notes – Reimbursement Under Special Circumstances and Payment”.

- 14 -

“Special Reimbursement Date” means the special payment date established in connection with a Reimbursement under Special Circumstances as described hereunder “Description of the Deposit Notes – Reimbursement Under Special Circumstances and Payment”.

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.

“Starting Index Level” means the closing level of each Index at the regular official close of trading on the Issuance Date, in the base currency in which the Indices are calculated, as determined by the Calculation Agent.

“Subscription Price” means 100% of the Initial Deposit Amount.

“Tax Act” means the Income Tax Act (Canada).

“Total Locked-In Performance” means an amount equal to:

IndexP1 x IndexP2 x IndexP3 x IndexP4 x IndexP5 x IndexP6 x IndexP7 x IndexP8 x IndexP9 x IndexP10



(a) 1.0650; and

(b)

Once an Index has been identified as the best performing Index for a six-month period, it is removed for the purposes of future Locked-In Performance calculations.

“Trading Day” means a day on which there exists a published closing level for that day for each remaining Index.

“Variable Return” means an amount per Deposit Note equal to: the higher of (i) $0 and (ii) the product of (a) the Initial Deposit Amount and (b) the Total Locked-In Performance minus 100%, subject to a maximum Variable Return of $87.71 per Deposit Note. If the Total Locked-In Performance at maturity is 100% or less, there will not be any Variable Return and the Holders will only be entitled to receive their Initial Deposit Amount.

“$” means Canadian dollars.



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NATIONAL BANK OF CANADA

The Bank was formed through a Series of amalgamations and its roots date back to 1859 with the founding of Banque Nationale in Québec City. The Bank’s head and registered office is located at the National Bank Tower, 600 de La Gauchetière Street West, Montreal, Québec, H3B 4L2. The Bank maintains offices and provides services in each Canadian province. It offers a full range of financial services to individuals, commercial enterprises, financial institutions and governments both in Canada and abroad.

Prospective purchasers may obtain more information on the Bank by consulting the Bank’s public disclosure documents filed by the Bank with the various securities commissions or similar authorities in each of the provinces of Canada through the Internet on SEDAR at www.sedar.com.

INVESTMENT RATIONALE FOR THE DEPOSIT NOTES AND DESCRIPTION OF THE INDICES

General

The Deposit Notes are principal-protected deposit notes which aim to provide Holders with a Variable Return payable at maturity which is based on the appreciation, if any, from the Issuance Date of the Deposit Notes to their maturity, of the notional performance of a total of ten constituents including seven equity constituents and three commodity constituents which are representative of well-known and widely-traded markets in North America, Europe and Asia. The Indices are used solely as a reference for the purpose of calculating the notional Variable Return, if any, payable at maturity to Holders of the Deposit Notes. No actual funds will be invested in the Indices.

Indices

The following table lists each Index and its Bloomberg code and is followed by a summary description of each Index including historical prices and levels and the sources of the reference prices for purposes of calculating the notional Variable Return. Historical performance is not a guarantee of future performance. All information concerning each Index is derived from, and based solely upon, publicly available information, including the reference sources described below. As such, neither the Bank, the Agent nor any of their respective affiliates assumes any responsibility for the accuracy or completeness of such information.

Index Real-time Bloomberg Code

S&P/TSX 60® Index SPTSX60 (Index) iShares® S&P Latin America 40 Index Fund ILF (Equity) S&P 500® Index SPX (Index) Dow Jones Industrial AverageSM INDU (Index) Dow Jones EURO STOXX 50® Index SX5E (Index) Nikkei 225® Index NKY (Index) FTSETM 100 Index UKX (Index) S&P GSCITM Gold Excess Return SPGSGCP (Index) WTI crude oil CL1 (comdty) Base Metals Basket

- ½ Aluminum LOAHDY (comdty) - ½ Copper LOCADY (comdty)

S&P/TSX 60® Index

The S&P/TSX 60® Index was launched on December 31, 1998 and is one of Canada’s major stock market indices. The S&P/TSX 60® Index is a large capitalization index for Canadian equity markets. The constituent stocks of the S&P/TSX 60® Index are 60 actively and regularly traded issues of the TSX. Companies themselves play no role in the selection process and are not consulted regarding their inclusion in the S&P/TSX 60® Index. The criteria used to determine which stocks are included in the S&P/TSX 60® Index are primarily size, liquidity, and

- 16 -

sector representation. The 60-stock index is market-capitalization weighted, with weight adjusted for available share float, and is balanced across 10 sectors. The sectors are: consumer discretionary, consumers staples, energy, financials, health care, information technology, industrials, materials, telecommunication services and utilities.

Companies included in the S&P/TSX 60® Index are selected after rigorous analysis. The S&P/TSX 60® Index, in keeping with the S&P 500, tracks 60 leading companies in leading industries in Canada. The S&P/TSX 60® Index begins with the S&P/TSX Composite universe of stocks. Stocks with relatively small market capitalization or insufficient liquidity are excluded. For selection, all stocks are carefully examined using the following general criteria: eligibility, liquidity, sector representation, available float, and fundamental analysis.

The S&P/TSX Index Policy Committee, comprised of 7 members representing both S&P and the TSX, is responsible for setting policy and determining S&P/TSX 60® Index composition. The Committee is chaired by the Chief Economist of Standard & Poor’s. The S&P/TSX Index Policy Committee also indicates a vigorous analysis of both the financial and operating condition of eligible companies to ensure the inclusion of only relatively stable companies to minimize index turnover.

The following chart shows the performance of the Index for the period from January 1990 to and including April 2007:

(1) Source: Bloomberg

Reference is made to the Internet web site, www2.standardandpoors.com, for additional information on the S&P/TSX 60® Index, its composition, calculation, historical performance and other information concerning the S&P/TSX 60® Index.

iShares® S&P Latin America 40 Index Fund

The iShares® S&P Latin America 40 Index Fund seeks investment results that correspond closely to the performance of the S&P Latin America 40 Index. The fund invests in American Depository Receipts, rather than directly holding stocks, from companies in Mexico, Brazil, Argentina and Chile.

The following chart shows the performance of the Index for the period from October 2001 to and including April 2007:

Historical S&P/TSX 60 Data

0100200300400500600700800900

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91

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00

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Reference is made to the Internet web site, www.ishares.com, for additional information on the iShares® S&P Latin America 40 Index Fund, its composition, calculation, historical performance and other information concerning the iShares® S&P Latin America 40 Index Fund.

S&P 500® Index

The Index is intended as a gauge of the U.S. equities market and includes 500 leading companies in leading industries of the U.S. economy. Although the S&P 500® focuses on the large cap segment of the market, with over 80% coverage of U.S. equities it is also an ideal proxy for the total market. The S&P 500® is part of a Series of S&P U.S. indices that can be used as building blocks for portfolio construction. The S&P 500® is maintained by the S&P Index Committee, a team of Standard & Poor's economists and index analysts, who meet on a regular basis. The goal of the Index Committee is to ensure that the S&P 500® remains a leading indicator of U.S. equities, reflecting the risk and return characteristics of the broader large-cap universe on an on-going basis. The Index Committee also monitors constituent liquidity to ensure efficient portfolio trading, while keeping index turnover to a minimum.

The S&P Index Committee follows a set of published guidelines for maintaining the index. Details of these guidelines, including the criteria for index additions and removals, Committee policy statements, and research papers are available on the S&P website listed below.


Historical S&P Latin America 40 iShare Index Data (from Oct. 2001)

020406080

100120140160180200

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-01

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02

Jun-

02

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-02

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03

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03

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-04

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06

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- 18 -


Reference is made to the Internet web site, www2.standardandpoors.com, for additional information on the S&P 500®, its composition, calculation, historical performance and other information concerning the S&P 500®.

Dow Jones Industrial AverageSM

The Dow Jones Industrial AverageSM (the “DJIASM”) is widely used as an indicator of the pattern of the price movement of United States equities. The calculation of the level of the DJIASM is a price-weighted average of the stocks of 30 blue-chip companies that are generally the leaders in their industry.

The composition of the DJIASM is not limited to traditionally defined industrial stocks. Instead, the companies are chosen from sectors of the economy most representative of the country’s economic health.

The DJIASM is price-weighted rather than market capitalization-weighted, which means that weightings are based only on changes in the stocks’ prices, rather than by both price changes and changes in the number of shares outstanding. The divisor used to calculate the price-weighted average of the DJIASM is not simply the number of component stocks; rather, the divisor is adjusted to smooth out the effects of stock splits and other corporate actions. While this methodology reflects current practice in calculating the DJIASM, no assurance can be given that Dow Jones will not modify or change this methodology in a manner that may affect the amounts payable on the Deposit Notes at maturity.


Historical S&P 500 Data

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Reference is made to the Internet web site, www.dowjones.com, for additional information on the Dow Jones Industrial AverageSM, its composition, calculation, historical performance and other information concerning the Dow Jones Industrial AverageSM.

Dow Jones EURO STOXX 50® Index

The objective of the Dow Jones EURO STOXX 50® Index is to provide a blue-chip representation of Supersector leaders in the Eurozone. The Dow Jones EURO STOXX 50® Index covers Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain.

The Index is maintained by STOXX Ltd., which considers free-float market capitalization, among other factors, in selection of stock constituents. The Index is weighted by free-float market capitalization. Each component’s weight is capped at 10% of the Index’s total free-float market capitalization. The free-float weights are reviewed quarterly. The composition of the Dow Jones EURO STOXX 50® Index is reviewed annually in September.

The following chart shows the performance of the Dow Jones EURO STOXX 50® Index for the period from January 1990 to and including April 2007:


Historical Dow Jones Industrial Average Data

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Historical Dow Jones EURO STOXX 50 Data

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Reference is made to the Internet web site, www.stoxx.com, for additional information on the Dow Jones EURO STOXX 50® Index, its composition, calculation, historical performance and other information concerning the Dow Jones EURO STOXX 50® Index.

Nikkei 225® Index

The Nikkei 225® Index is a stock index calculated, published and disseminated by Nikkei Inc. (formerly, Nihon Keizai Shimbun, Inc.) and measures the composite price performance of selected Japanese stocks. The Nikkei 225® Index is currently based on 225 underlying stocks trading on the Tokyo Stock Exchange (the “Tokyo Exchange”) and represents a broad cross-section of Japanese industry. All 225 of the stocks underlying the Nikkei 225® Index are stocks listed in the First Section of the Tokyo Exchange. Stocks listed in the First Section are among the most actively traded stocks on the Tokyo Exchange. Futures and options contracts on the Nikkei 225® Index are traded on the Singapore Exchange, the Osaka Securities Exchange and the Chicago Mercantile Exchange.

The Nikkei 225® Index is a modified, price-weighted index. Each stock's weight in the Nikkei 225® Index is based on its price per share rather than the total market capitalization of the issuer. The stock prices used in the calculation of the Nikkei 225® Index are those reported by a primary market for the underlying stocks, which is currently the Tokyo Exchange. The level of the Nikkei 225® Index is calculated once per minute during Tokyo Exchange trading hours. The Nikkei 225® Index does not reflect a reinvestment of dividend payments on the underlying stocks.

In principle, a periodic review is conducted annually in October. The periodic review may, however, be carried out more than once a year if necessary.

The following chart shows the performance of the Nikkei 225® Index for the period from January 1990 to and including April 2007:


Reference is made to the Internet web site, www.nni.nikkei.co.jp, for additional information on the Nikkei 225® Index, its composition, calculation, historical performance and other information concerning the Nikkei 225® Index.

FTSETM 100 Index

The FTSE 100 Index is a share index of the 100 most highly capitalized companies listed on the London Stock Exchange, begun on January 3, 1984. The index was developed with a base level of 1000 on that date. Component companies must meet a number of requirements set out by the FTSE Group, including having a full listing on the London Stock Exchange with a Sterling or Euro dominated price on SETS, and meeting certain tests on nationality, free float, and liquidity. It is maintained by the FTSE Group.

Historical Nikkei 225 Data

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The following chart shows the performance of the FTSETM 100 Index from January 1990 to and including April 2007:


Reference is made to the Internet web site, www.ftse.com, for additional information on the FTSETM 100 Index, its composition, calculation, historical performance and other information concerning the FTSETM 100 Index.

S&P GSCITM Gold Excess Return

The S&P GSCITM – Excess Return (the “S&P GSCI - ER”) was developed by GS & Co. and is calculated, maintained and published daily, by Standard & Poor’s. The S&P GSCI - ER is a world production-weighted index that is designed to reflect the relative significance of each of the underlying commodities in the world economy. The S&P GSCI - ER was established in May 1991 and represents the return of a portfolio of commodity futures contracts included in the S&P GSCITM the composition of which, on any given day, reflects the CPW and “roll weights” of the contracts included in the S&P GSCITM.

The Index is a sub-index of the S&P GSCI - ER and represents only the gold component of the S&P GSCI - ER. The value of the Index on any given day is calculated in the same manner as the S&P GSCI - ER except that (i) the daily contract reference prices, the contract production weight (“CPW”) and roll weights used in performing such calculations are limited to the gold futures contracts included in the Index; and (ii) the Index has a separate normalizing constant.

The Index Committee, which is comprised of three full-time professional members of Standard & Poor’s staff and two members of Goldman Sachs Group, oversees the daily management and operations of the S&P GSCITM. Standard & Poor’s and the Index Committee are committed to maintaining the S&P GSCITM as a liquid, tradable index that serves as a principal benchmark for commodity investing. On at least a yearly basis, S&P also meets with an Index Advisory Panel to consult on matters relating to the composition and maintenance of the index.

In order to be included in the S&P GSCITM a contract must satisfy several eligibility criteria including: be in respect of a physical commodity; have a specified expiration or term or provide in some other manner for delivery or settlement at a specified time, or within a specified period, in the future; be available for trading at least five months prior to its expiration or such other date or time period specified for delivery or settlement; and the commodity must be the subject of a contract that is denominated in U.S. dollars

The contracts currently included in the S&P GSCITM are all futures contracts traded on the New York Mercantile Exchange, Inc., the International Petroleum Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade, the Coffee, Sugar & Cocoa Exchange, Inc., the New York Cotton Exchange, the Kansas City Board of Trade, the Commodities Exchange, Inc. and the London Metal Exchange.

Historical FTSE100 Data

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The value of the S&P GSCITM on any given day is equal to the total dollar weight of the S&P GSCITM divided by a normalizing constant that assures the continuity of the S&P GSCITM over time.

The following chart shows the performance of the S&P GSCITM Gold Excess Return from January 1990 to and including April 2007:


Reference is made to the Internet web site, www2.standardandpoors.com, for additional information on the S&P GSCITM Gold Excess Return, its composition, calculation, historical performance and other information concerning the S&P GSCITM Gold Excess Return.

WTI Crude Oil

Crude oil is the unrefined petroleum that is the basis for gasoline, heating oil, gas oil and other refined petroleum products. There are many types of crude oil, including WTI crude. The reference price for this Component will be the closing settlement price per barrel of West Texas Intermediate light sweet crude oil on the NYMEX of the futures contract in respect of the first nearby month, stated in U.S. dollars, as made public by the NYMEX.

The following chart shows the performance of WTI Crude Oil from January 1990 to and including April 2007:


Historical Crude Oil Data

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Historical S&P GSCI Gold Excess Return Index Data

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Base Metals Basket

This base metals basket is composed of aluminum and copper, each in a weighting of 1/2.

Aluminum

Aluminum is a soft, lightweight silvery-white metal, which never occurs in free form in nature. It is produced by electrolysis from bauxite. It is usually found in sulfides or oxides and is the third most abundant element in the earth’s crust. Its symbol is Al, taken from the Latin word “alumen”. Since it is too soft in its pure form, less than 1% of silicon or iron is added, which hardens and strengthens it. It is used to form many hard, light, corrosion-resistant alloys, such as in airplanes and beverage cans.

The reference price for this component will be the official settlement price per tonne of high-grade primary aluminum on the LME for cash delivery, stated in U.S. dollars, as determined by the LME.

Copper

Copper is a malleable, ductile, reddish-brown metal, which rarely occurs in pure form in nature. It is usually found in sulfides or oxides. Its symbol is Cu, taken from “cuprum”, the Latin name for the island of Cyprus which was famed for its copper mines. It is most often used as a conductor of heat and electricity and is widely used for electrical wiring, water piping and corrosion-resistant parts, either pure or in alloys such as brass and bronze. Its alloys are used in jewellery and for coins.

The reference price for this Component will be the official settlement price per tonne of copper-Grade A on the LME for cash delivery, stated in U.S. dollars, as determined by the LME.

The following chart shows the performance of this Index from January 1990 to and including April 2007:


Discontinuance, Modification or Replacement of the Indices

If the calculation or publication of any of the Indices are discontinued and a successor or substitute Index is calculated or published (such successor or substitute index being referred to herein as a “Successor Index”), that the Calculation Agent determines, in its sole discretion, to be comparable to the discontinued Index (the “Discontinued Index”), then any subsequent Closing Index Level for such Discontinued Index will be determined by reference to the level of such Successor Index at the close of trading on the relevant exchange or market for the Successor Index on the date as of which such Closing Index Level is to be computed. If no successor or substitute Index is provided

Historical Base Metals Basket Index Data

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with respect to a Discontinued Index, the Calculation Agent will designate another Index to replace the Index (such Index being also referred to herein as a “Successor Index”), provided that the Calculation Agent reasonably determines that the Successor Index substantially tracks the market performance of the broad class and market in which the Discontinued Index participated and with adjustments as may be determined by the Calculation Agent. The Calculation Agent may also change any of the Indices (the “Replacing Index”) on which the Deposit Notes are linked upon prior approval of the Agent. Any Replacing Index will have to substantially track the market performance of the broad class and market of the Index it replaces (the “Replaced Index”). Any subsequent Closing Index Level for such Discontinued Index or Replaced Index will be determined by reference to the level of such Successor Index or Replacing Index at the close of trading on the relevant exchange or market for the Successor Index or Replacing Index on the date as of which such Closing Index Level is to be computed.

Upon any selection by the Calculation Agent of a Successor Index or Replacing Index, the Calculation Agent will cause written notice thereof to be furnished to the Agent and to the Holders within three Business Days of such selection. If a Successor Index or Replacing Index is selected by the Calculation Agent, the Successor Index or Replacing Index will be used as a substitute for the relevant Discontinued Index or Replaced Index for all purposes, including for purposes of determining whether a Market Disruption Event exists.

Notwithstanding these alternative arrangements, discontinuance of the calculation and publication of any of the Indices may adversely affect the value of, and trading in, the Deposit Notes.

Alteration of Method of Calculation

If at any time the method of calculation of any Index, Successor Index or Replacing Index, or the level thereof, is changed in a material respect, or if such Index, Successor Index or Replacing Index is in any other way modified so that such Index does not, in the opinion of the Calculation Agent, fairly represent the level of the Index or such Successor Index or Replacing Index had such changes or modifications not been made, then, for purposes of calculating the Closing Index Level or Locked-In Performance or the Maturity Redemption Amount or making any other determinations as of or after such time, the Calculation Agent will make such calculations and adjustments as, in the good faith judgment of the Calculation Agent, may be necessary in order to arrive at a value of an Index comparable to the Index or such Successor Index or Replacing Index, as the case may be, as if such changes or modifications had not been made, and calculate the Maturity Redemption Amount (including the components thereof) with reference to the Index or such Successor Index or Replacing Index, as adjusted.

In the event that, on any date as of which a Closing Index Level is to be determined, any Index is not calculated by the Calculation Agent but is calculated by a third party acceptable to the Calculation Agent, in its sole discretion, the Calculation Agent will use such third party’s calculation as its reference for determining the level of the Index.

DESCRIPTION OF THE DEPOSIT NOTES

The following contains a summary of the material attributes and characteristics of the Deposit Notes and is entirely qualified by and subject to the global certificate referred to below, which contains the full text of such attributes and characteristics. The Bank will provide a copy of the global certificate of the Deposit Notes to any Holder who requests it.

General

The Deposit Notes are principal-protected deposit notes which aim to provide holders with a return payable at maturity based on the appreciation, if any, in the Indices.

This offering consists of Deposit Notes, sold by the Bank at a price of $100 each and payable on the Issuance Date. The minimum subscription price per Holder is $5,000 (50 Deposit Notes).

The Bank is offering the Deposit Notes through the order entry system of FundSERV. Subscriptions for Deposit Notes may be made through FundSERV under the order code NBC1305 which will result in funds being accumulated in a non-interest bearing account pending execution of all documents required for this transaction and

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satisfaction of closing conditions, if any. Funds in respect of all subscriptions are payable at the time of subscription. See “Plan of Distribution”.

A global certificate for the full amount of the issue of the Deposit Notes will be issued by the Bank in registered form to CDS on the Issuance Date. Subject to limited exceptions, certificates evidencing the Deposit Notes will not be available to Holders under any circumstances and registration of ownership of the Deposit Notes will be made only through the Book-Entry System of CDS. See “ Description of the Deposit Notes – Book-Entry System” and “Description of the Deposit Notes – Definitive Notes”.

Orders for purchases of Deposit Notes may be accepted in whole or in part, and the right to allot Deposit Notes to investors in an amount less than subscribed for by the investors reserve by the Bank. The Bank reserves the right to discontinue accepting subscriptions at any time without notice. The Bank may at any time prior to closing, in its discretion, elect whether or not to proceed in whole or in part with the issue of the Deposit Notes. Any unaccepted amount will be returned to investors without any interest or deduction.

The Bank may from time to time issue any additional series of notes or any other notes or other debt instruments or deposit notes which may or may not resemble the Deposit Notes.

The Deposit Notes have certain investment characteristics that differ from those of conventional fixed income investments in that they do not provide Holders with a return or income stream prior to maturity, or a return at maturity, calculated by reference to a fixed or floating rate of interest that is determinable prior to maturity. The Variable Return on the Deposit Notes, if any, unlike the return on many deposit liabilities of Canadian chartered banks, is uncertain in that if none of the Indices generate a positive return at maturity, the Deposit Notes will produce no return on the Holders’ Initial Deposit Amount. There is no assurance that any of the Indices will be able to generate a positive return at maturity. Therefore, there is no assurance that a Holder will receive any amount at maturity other than repayment of the Holder’s Initial Deposit Amount with the Bank. Moreover, the value of an investment in the Deposit Notes may diminish over time owing to inflation and other factors that adversely affect the present value of future payments. Accordingly, the Deposit Notes are not suitable investments for a Holder if such Holder needs or expects to receive any return or a specific return on investment. The Deposit Notes are designed for investors with a long-term investment horizon who are prepared to hold the Deposit Notes to maturity and are prepared to assume risks with respect to a return tied to the performance of the Indices. Prospective purchasers should take into account additional risk factors associated with this offering of Deposit Notes. Also, there is no assurance that the Indices will be able to meet their investment objectives or avoid losses. See “Risk Factors”.

Currency

The Initial Deposit Amount and all payments under the Deposit Notes will be in Canadian dollars.

Payment upon the Maturity Date

On the Maturity Payment Date, Holders of Deposit Notes will be entitled to receive, in respect of each Deposit Note held by such Holder, repayment of their Initial Deposit Amount. In addition, depending on the performance of the Indices, Holders will be entitled to receive a Variable Return on the Initial Deposit Amount where the Total Locked-In Performance at maturity is above 100%. The Variable Return is an amount per Deposit Note equal to: the higher of (i) $0 and (ii) the product of (a) the Initial Deposit Amount and (b) the Total Locked-In Performance minus 100%, subject to a maximum of $87.71. The Maturity Redemption Amount is equal to the sum of the Initial Deposit Amount and the Variable Return.

The maximum Maturity Redemption Amount is equal to $187.71 representing a maximum internal rate of return of 13.42% per annum over five years. If the Total Locked-In Performance (as hereinafter defined) at maturity is 100% or less, there will not be any Variable Return and the Holders will only be entitled to receive their Initial Deposit Amount.

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Locked-In Performances

On each Locked-In Performance Determination Date, the Calculation Agent will select, among the remaining Indices, the Index having shown the best performance (the “Locked-In Performance”). The best performing Index will be the one showing the greatest appreciation compared to its Starting Index Level. Each selected Locked-In Performance will be expressed as a ratio in percentage between the Closing Index Level and the Starting Index Level and will be capped at 106.50%. When the performance of an Index is “locked-in”, such Index is discarded for purposes of computing future Locked-In Performances.

The determination for the first Locked-In Performance will be made on the date that is six months from the Issuance Date of the Deposit Notes. This process will be repeated on each successive six-month period from the Issuance Date until the Final Locked-In Performance Determination Date. By a process of elimination, on the Final Locked-In Performance Determination Date, there will only be one remaining Index from which a Locked-in Performance will be obtained. In this manner, each Index will be selected at least and only once and each Index will have its corresponding Locked-In Performance.

It is possible that the best performing Index on a Locked-In Performance Determination Date locks in a negative return. There is no limit or floor to the extent to which the Locked-In Performance may be negative.

Total Locked-In Performance

The Total Locked-In Performance of the Deposit Notes will be calculated as follows:

Total Locked-In Performance = IndexP1 x IndexP2 x IndexP3 x IndexP4 x IndexP5 x IndexP6 x IndexP7 x IndexP8 x IndexP9 x IndexP10



(a) 1.0650; and

(b)

Once an Index has been identified as the best performing Index for a six month period, it is removed for the purposes of future Locked-In Performance calculations. See “ – Locked-In Performances”.

The Total Locked-In Performance will be calculated by the Calculation Agent immediately after the determination of the Closing Index Level on the Final Locked-In Performance Determination Date. The Calculation Agent will provide written notice to the Holders and to the Agent of each Locked-In Performance immediately after its determination and of the Total Locked-In Performance by the close of business on the Business Day following the Maturity Date. All percentages resulting from any calculation with respect to the Deposit Notes will be rounded to the nearest one hundredth of a percentage point, with five one thousandth of a percentage point rounded upwards, and all dollar amounts used in or resulting from such calculation will be rounded to the nearest cent with one-half being rounded upwards.

Starting and Closing Index Level

The Starting Index Level of each Index or any Successor Index (as defined under the heading “Discontinuance, Modification or Replacements of the Indices”) is the starting level of such Index at the regular official close of trading on the Issuance Date, in the base currency in which the Indices are calculated, as determined by the Calculation Agent.



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The Closing Index Level of each Index or any Successor Index is the closing level of such Index at the regular official close of trading on each Locked-In Performance Determination Date. If any Locked-In Performance Determination Date is not a Trading Day in respect of a relevant Index or if a Market Disruption Event exists on such date in respect of a relevant Index, the closing level of the relevant Index on the first following day that is a Trading Day or the first Trading Day on which a Market Disruption Event has ceased will be used. If such a Market Disruption Event should last more than 5 days, or if there is not Trading Day after 5 days, the closing level of the relevant Index will be determined by the Calculation Agent in its sole discretion and in good faith using all available market information. The Closing Index Level will not include any distributions paid on the securities included in the Indices, if any.

The Starting Index Level and Closing Index Level figures will be determined by the Calculation Agent.

“Market Disruption Event” means, with respect to an Index or any Successor Index, any bona fide event, circumstance or cause (whether or not reasonably foreseeable) beyond the reasonable control of the Calculation Agent or any person that does not deal at arm’s length with the Calculation Agent which has or will have a material adverse effect on the ability of the Bank generally to place, maintain or modify hedge positions in respect of any Index or the Deposit Notes. A Market Disruption Event may include, without limitation, any of the following events:

(i) a suspension, absence or material limitation of trading of 20% or more of the securities included in the relevant Index or any Successor Index, as the case may be, in each case for more than two hours of trading or during the one-half hour period preceding the close of trading on the relevant exchange;

(ii) the absence of trading on the Index (or any component thereof);

(iii) the suspension, absence or material limitation of trading on any major exchange for trading in futures or options contracts related to the relevant Index or any Successor Index for more than two hours of trading or during the one-half hour period preceding the close of trading in the applicable market, in each case as determined by the Calculation Agent in its sole discretion;

(iv) the taking of any action by any governmental, administrative, legislative or judicial authority or power of Canada, the United States of America or any other country, or any political subdivision thereof which has a material adverse effect on the financial markets of Canada or the United States of America, as determined by the Calculation Agent in its sole discretion; or

(v) any outbreak or escalation or hostilities or other national or international calamity or crisis (including, without limitation, natural calamities) which has or would have a material adverse effect on the Deposit Notes or on the Bank or its agent’s ability to place, maintain or modify hedges of positions with respect to the Indices or a material adverse effect on the economy of Canada or the United States of America or the trading of securities generally on any applicable exchange or related market, as determined by the Calculation Agent in its sole discretion.

For purposes of determining whether a Market Disruption Event has occurred: (1) a limitation on the hours or number of days of trading or closure as part of regular scheduled business hours will not constitute a Market Disruption Event if it results from an announced change in the regular business hours of the relevant exchange or market, (2) a decision to permanently discontinue trading in the relevant futures or options contract will not constitute a Market Disruption Event, (3) limitations on trading during significant market fluctuations pursuant to any applicable rule or regulation enacted, promulgated or followed by any relevant exchange or self-regulatory organization or the securities commission relevant to the operation of one or more of the Indices of similar scope as determined by the Calculation Agent will constitute a Market Disruption Event, and (4) a suspension of trading in a futures or options contract on the relevant Index or on any Successor Index by a major exchange or market for more than two hours by reason of (a) a price change exceeding limits set by such relevant exchange or market, (b) an imbalance of orders relating to such contracts or (c) a disparity in bid and ask quotes relating to such contracts, will constitute a Market Disruption Event.

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Unless otherwise specifically provided, “Business Day” as used in this Information Statement means any day other than (i) a Saturday or Sunday, or (ii) a day on which banking institutions in the cities of Montreal and Toronto, are authorized or obligated by law or executive order to be closed. In any case where any date specified herein for any payment under the Deposit Notes or other action required to be taken in connection therewith shall not be a Business Day, then such payment date will be, or such other required action will be taken on, the immediately succeeding Business Day (except in the case of the determination of Starting Index Level and Closing Index Level figures, which shall be as described above).

Examples

The following three tables illustrate the manner in which the Maturity Redemption Amount will be calculated. These examples are included for illustration purposes only. The amounts used are hypothetical and are not forecasts or projections of the performance of the Indices. No assurance can be given that the results shown in these examples will be achieved.

In the first illustration, each Holder would receive a positive return in the amount of $169.67 per Deposit Note. In the second illustration, each holder would receive a small positive return in the amount of $137.19 per Deposit Note. In the third illustration, each Holder would receive no return above the Initial Deposit Amount per Deposit Note.

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SCENARIO ANALYSIS: POSITIVE RETURN

Starting

Level Closing Index Level

Indices Period

1 Period

2 Period

3 Period

4 Period

5 Period

6 Period

7 Period

8 Period

9 Period

10 Index 1 100.00 94.65 95.65 96.48 97.89 99.89 97.45 92.24 101.12 103.15 104.45 Index 2 100.00 96.59 97.45 98.89 99.31 101.54 98.45 96.58 103.35 108.45 Index 3 100.00 98.49 99.79 100.64 101.12 103.64 101.24 97.45 107.48 Index 4 100.00 99.65 100.57 102.24 103.34 105.64 106.15 98.15 Index 5 100.00 101.00 101.34 103.45 104.45 107.14 107.64 Index 6 100.00 102.54 104.45 106.45 105.64 108.64 Index 7 100.00 104.64 106.67 108.54 106.79 Index 8 100.00 108.65 109.54 109.15 Index 9 100.00 110.54 111.54 Index 10

100.00 112.47

Ratio of Closing Index Level over Initial Index Level for Remaining Eligible Indices

Indices

Period 1

(%)

Period 2

(%)

Period 3

(%)

Period 4

(%)

Period 5

(%)

Period 6

(%)

Period 7

(%)

Period 8

(%)

Period 9

(%)

Period 10 (%)

Index 1 100.00 94.65 95.65 96.48 97.89 99.89 97.45 92.24 101.12 103.15 104.45 Index 2 100.00 96.59 97.45 98.89 99.31 101.54 98.45 96.58 103.35 108.45 Index 3 100.00 98.49 99.79 100.64 101.12 103.64 101.24 97.45 107.48 Index 4 100.00 99.65 100.57 102.24 103.34 105.64 106.15 98.15 Index 5 100.00 101.00 101.34 103.45 104.45 107.14 107.64 Index 6 100.00 102.54 104.45 106.45 105.64 108.64 Index 7 100.00 104.64 106.67 108.54 106.79 Index 8 100.00 108.65 109.54 109.15 Index 9 100.00 110.54 111.54 Index 10

100.00 112.47

Best performing index 112.47 111.54 109.15 106.79 108.64 107.64 98.15 107.48 108.45 104.45 Locked-in performance 106.50 106.50 106.50 106.50 106.50 106.50 98.15 106.50 106.50 104.45 Total Locked-in Performance

169.67

Maturity Redemption Amount

$169.67

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SCENARIO ANALYSIS: SMALL POSITIVE RETURN

Starting


Indices Period

1 Period

2 Period

3 Period

4 Period

5 Period

6 Period

7 Period

8 Period

9 Period


100.00 112.47


Indices

Period 1

(%)

Period 2

(%)

Period 3

(%)

Period 4

(%)

Period 5

(%)

Period 6

(%)

Period 7

(%)

Period 8

(%)

Period 9

(%)

Period 10 (%)


100.00 112.47

Best performing index 112.47 111.54 109.15 106.79 108.64 104.60 98.15 99.13 101.12 97.30 Locked-in performance 106.50 106.50 106.50 106.50 106.50 104.60 98.15 99.13 101.12 97.30 Total Locked-in Performance 137.19 Maturity Redemption Amount

$137.19

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SCENARIO ANALYSIS: NO RETURN

Starting


Indices Period

1 Period

2 Period

3 Period

4 Period

5 Period

6 Period

7 Period

8 Period

9 Period


100.00 112.47


Indices

Period 1

(%)

Period 2

(%)

Period 3

(%)

Period 4

(%)

Period 5

(%)

Period 6

(%)

Period 7

(%)

Period 8

(%)

Period 9

(%)

Period 10 (%)


100.00 112.47

Best performing index 112.47 111.54 109.15 106.79 108.64 99.79 101.15 95.48 88.34 80.16 Locked-in performance 106.50 106.50 106.50 106.50 106.50 99.79 101.15 95.48 88.34 80.16 Total Locked-in Performance 93.50 Maturity Redemption Amount

$100.00

Return

The Deposit Notes will not bear interest during the term of the Deposit Notes but will rather have a return per Deposit Note, if any, equal to the Variable Return. Such return per Deposit Note, if any, will not be payable prior to the Maturity Payment Date. The maximum Variable Return is $87.71 per Deposit Note representing a maximum internal rate of return of 13.42% per annum over five years on the Initial Deposit Amount.

No distributions or other payments will be payable on the Deposit Notes prior to the Maturity Date.

Settlement of Payments

Holders of Deposit Notes of record on the Maturity Date will be entitled to receive the Maturity Payment Amount. Except as otherwise described in this Information Statement, the Bank will be required to make sufficient funds available no later than 10:00 a.m. (Montreal time) on the Maturity Payment Date to pay the Maturity Redemption Amount.

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All amounts payable in respect of the Deposit Notes will be made available by the Bank through CDS or its nominee. Upon receipt of any such amount, CDS or its nominee will facilitate payment to the applicable CDS Participants or credit the account of such CDS Participants, in amounts proportionate to their respective interests as shown on the records of CDS. National Bank Securities Inc., in its capacity as Custodian, will facilitate payment by FundSERV to non-CDS Participants or credit the account of such non-CDS Participants, in amounts proportionate to their respective interests. See “ − Custodian”.

Payments by CDS Participants and non-CDS Participants to Holders will be governed by standing instructions and customary practices, as is the case with securities or instruments held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such CDS Participants or non-CDS Participants.

The responsibility and liability of the Bank in respect of Deposit Notes represented by a global certificate evidencing the Deposit Notes is limited to making payment of the amounts due in respect of the global certificate evidencing the Deposit Notes to CDS or its nominee. Upon receipt in full of such amounts by CDS, the Bank will be discharged from any further obligation with regard to such payments. The Bank will not have any responsibility or liability for any aspect of the records relating to or payments made on account of ownership of the Deposit Notes represented by the global certificate evidencing the Deposit Notes or for maintaining, supervising or reviewing records relating to any such ownership.

The Bank retains the right, as a condition of payment of amounts at maturity, to require the surrender for cancellation of any certificate evidencing the Deposit Notes.

No Early Retraction

The Deposit Notes are not retractable at the option of Holders prior to the Maturity Date and are not redeemable by the Bank prior to maturity except under a Reimbursement Under Special Circumstances. A secondary market for the Deposit Notes may be available to Holders. See “Secondary Market for the Deposit Notes”.

Reimbursement Under Special Circumstances and Payment

In the event of a Special Circumstance (as defined below), the Bank may choose to redeem all of the outstanding Deposit Notes (a “Reimbursement Under Special Circumstances”) upon 30 Business Days’ prior notice provided in writing by the Bank to Holders of the Deposit Notes. Any such notice will be given in the manner described under “Description of the Deposit Notes – Notice to Holders”.

A “Special Circumstance” means a circumstance of income tax nature where, in the opinion of the Bank, acting reasonably and in good faith, an amendment or a change is made to an act, regulation, policy, taxation practice or administration or to the interpretation of an act, regulation, policy, taxation practice policy or taxation administration which would make it illegal or, in the view of the Bank, disadvantageous from a legislative, regulatory or financial point-of-view, for the Deposit Notes to remain outstanding.

In the event of the occurrence of a Special Circumstance in which the Bank determines to make a Reimbursement Under Special Circumstances, the Bank, acting in good faith, will set a date for the reimbursement of the Deposit Notes (the “Special Reimbursement Date”). In such event, the Bank will seek market quotations for the value of the Deposit Notes to be redeemed from two financial institutions and will use the average of those quotations; provided that if such quotations are deemed not to be reasonable by the Bank, acting in good faith, or if the Bank is unable to obtain such quotations, the Bank will establish a value for the Deposit Notes, acting in good faith in accordance with industry-accepted methods based on a number of interrelated factors, such as the appreciation and volatility of the Indices, interest rates, hedging costs and the time remaining to the Maturity Date. The value of the Deposit Notes determined in accordance with the foregoing will constitute the “Actualized NAV”. If the Actualized NAV is equal to or greater than the Initial Deposit Amount, then the Maturity Date will be accelerated to the Special Reimbursement Date and Holders of record on such date will be entitled to receive the Actualized NAV (which will not be less than the Initial Deposit Amount). The Bank will make available to Holders, no later than 10:00 a.m. (Montreal time) on the fifth Business Day following the determination of the Actualized NAV, the amount payable pursuant to such redemption, through CDS or its nominee. If, however, the Actualized

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NAV is less than the Initial Deposit Amount, then the Maturity Date will not be modified and an amount equal to the Actualized NAV will be notionally invested by the Bank in Permitted Investments until the earlier of (i) the date on which such amount equals the Initial Deposit Amount or (ii) the Maturity Date. As a result, investors might receive only the Initial Deposit Amount at such date. Payment of any amount thereunder will be made on the fifth Business Day following such date.

Rank; No Deposit Insurance

The Deposit Notes will constitute direct unsecured deposit obligations of the Bank. The Deposit Notes will be issued on an unsubordinated basis and will rank pari passu as among themselves and will be payable rateably without any preference or priority. The Deposit Notes will not constitute deposits that are insured under the Canada Deposit Insurance Corporation Act or any other deposit insurance regime designed to ensure the payment of all or a portion of a deposit upon the insolvency of the deposit taking financial Institution.

Canadian Investor Protection Fund

There is no assurance that an investment in the Deposit Notes will be eligible for protection under the Canadian Investor Protection Fund. A Holder should consult his or her investment advisor as to whether the Holder’s investment in the Deposit Notes is eligible for protection in such Holder’s particular circumstances.

Book Entry System

On the Issuance Date, the Bank will cause a single global certificate (the “Global Note”) evidencing all Deposit Notes purchased pursuant to this offering to be delivered to and registered in the name of a depository (initially being CDS). Registration of interests in and transfers of the Deposit Notes will only be made through the Book-Entry System administered by CDS. Except as described below, no Holder will be entitled to any certificate or other instrument from the Bank or CDS evidencing the ownership of the Deposit Notes. Each Holder’s beneficial ownership of Deposit Notes will be shown on the records maintained by the Holder’s broker/dealer, bank, custodian, trust company or other representative that is a participant in CDS (or the relevant depository) or, in certain cases, on the records maintained by the Custodian, as explained more fully below. Interests of participants will be shown on the records maintained by the relevant depository or on the records maintained by the Custodian. Neither the Bank nor any depository will be bound to see to the execution of any trust affecting the ownership of any Deposit Note or be affected by notice of any equitable interest that may be subsisting with respect to any Deposit Note.

The Bank will issue the registered Deposit Notes in the form of the fully registered Global Note that will be deposited with a depository (initially being CDS) and registered in the name of such depository or its nominee in denominations equal to the aggregate Initial Deposit Amount of the Deposit Notes. Unless and until it is exchanged in whole for Deposit Notes in definitive registered form, the registered Global Note may not be transferred except as a whole by and among the depository, its nominee or any successors of such depository or nominee.

The Bank anticipates that the provisions set out below will apply to all arrangements in respect of a depository, including CDS.

Ownership of beneficial interests in a Global Note will be limited to persons that hold interests directly or indirectly through persons, called “participants”, that have accounts with the relevant depository or persons that may hold interests through participants. Upon the issuance of a registered Global Note, the depository will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective Initial Deposit Amounts of the Deposit Notes beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of the Deposit Notes will designate the accounts to be credited. Ownership of beneficial interests in a registered Global Note will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the depository, with respect to interests of participants, and on the records of participants, with respect to interests of persons holding through participants.

So long as the depository, or its nominee, is the registered owner of a registered Global Note, that depository or its nominee, as the case may be, will be considered the sole owner or holder of the Deposit Notes represented by the

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registered Global Note for all purposes. Except as described below, owners of beneficial interests in a registered Global Note will not be entitled to have the Deposit Notes represented by the registered Global Note registered in their names, will not receive or be entitled to receive physical delivery of the Deposit Notes in definitive form and will not be considered the owners or holders of Deposit Notes. Accordingly, each person owning a beneficial interest in a registered Global Note must rely on the procedures of the depository for that registered Global Note and, if that person is not a participant, on the procedures of the participant(s) and the Custodian, if any, through which the person owns its interest, to exercise any rights of a Holder. The Bank understands that under existing industry practices, if the Bank requests any action of Holders or if an owner of a beneficial interest in a registered Global Note desires to give or take any action that a Holder is entitled to give or take in respect of the Deposit Notes, the depository for the registered Global Note would authorize the participants and the Custodian, if any, holding the relevant beneficial interests to give or take that action, and the participants would authorize beneficial owners owning through them to give or take that action or would otherwise act upon the instructions of beneficial owners holding through them. See “– Custodian” below.

Payments on the Deposit Notes represented by a registered Global Note registered in the name of a depository or its nominee will be made to the depository or its nominee, as the case may be, as the registered owner of the registered Global Note. Neither the Bank, nor any agent thereof will have any responsibility or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered Global Note or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.

The Bank expects that the depository for any of the Deposit Notes represented by a registered Global Note, upon receipt of any payment on the Deposit Notes, will immediately credit participants’ accounts in amounts proportionate to their respective beneficial interests in that registered Global Note as shown on the records of the depository. The Bank also expects that payments by participants to owners of beneficial interests in a registered Global Note held through participants will be governed by standing customer instructions and customary practices, as is now the case with the securities held for the accounts or customers in bearer form or registered in “street name,” and will be the responsibility of those participants.

Definitive Notes

If the depository for any of the Deposit Notes represented by a registered Global Note is at any time unwilling or unable to continue to properly discharge its responsibility as depository, and a successor depository is not appointed by the Bank within 90 days, the Bank will issue Deposit Notes in definitive form in exchange for the registered Global Note that has been held by the depository.

In addition, the Bank may at any time and in its sole discretion elect not to have any of the Deposit Notes represented by one or more registered Global Notes. If the Bank makes that decision, the Bank will issue Deposit Notes in definitive form in exchange for all of the registered Global Notes representing the Deposit Notes.

Except in the circumstances described above, beneficial owners of the Deposit Notes will not be entitled to have any portions of such Deposit Notes registered in their name, will not receive or be entitled to receive physical delivery of the Deposit Notes in certificated, definitive form and will not be considered the owners or holders of a Global Note.

Any Deposit Notes issued in definitive form in exchange for a registered Global Note will be registered in the name or names that the depository gives to the Bank or its agent, as the case may be. It is expected that the depository’s instructions will be based upon directions received by the depository from participants with respect to ownership of beneficial interests in the registered Global Note that had been held by the depository.

The text of any Deposit Notes issued in definitive form will contain such provisions as the Bank may deem necessary or advisable. The Bank will keep or cause to be kept a register in which will be recorded registrations and transfers of Deposit Notes in definitive form if issued. Such register will be kept at the offices of the paying and transfer agent, or at such other offices notified by the Bank to Holders.

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No transfer of a definitive Deposit Note will be valid unless made at such offices upon surrender of the certificate in definitive form for cancellation with a written instrument of transfer in form and as to execution satisfactory to the Bank or its agent, and upon compliance with such reasonable conditions as may be required by the Bank or its agent and with any requirement imposed by law and entered on the register.

Payments on a definitive Deposit Note, if issued, will be made by cheque mailed to the applicable registered Holder at the address of the Holder appearing in the aforementioned register in which registrations and transfers of Deposit Notes are to be recorded or, if requested in writing by the Holder at least five Business Days before the date of the payment and agreed to by the Bank, by electronic funds transfer to a bank account nominated by the Holder with a bank in Canada. Payment under any definitive Deposit Note is conditional upon the Holder first delivering the Deposit Note to the paying and transfer agent who reserves the right on behalf of the Bank in the case of payment of the Variable Return on the Deposit Notes in full at any time, to retain the Deposit Note and mark the Deposit Note as cancelled.

Custodian

The Custodian will hold Deposit Notes (directly or indirectly through its affiliates) for persons that do not have accounts with the relevant depository (including, in certain cases, Holders), referred to herein as non-participants and, as the case may be, for certain participants in the relevant depository, in accordance with their respective entitlements as reflected in a register to be maintained by the Custodian solely on the basis of and in reliance upon instructions received from such participants or non-participants, as the case may be. Upon receiving amounts payable in respect of Deposit Notes, the Custodian will arrange for payment to participants and non-participants (including Holders) in amounts proportionate to their respective interests in the Deposit Notes recorded in the register maintained by the Custodian. All records maintained by the Custodian shall, absent manifest error, be final for all purposes and binding on all persons, including the Holders. The Custodian shall not be responsible for its errors if made in good faith.

If the depository for any of the Deposit Notes represented by a registered Global Note is at any time unwilling or unable to continue to properly discharge its responsibilities as depository, and a successor depository is not appointed by the Bank within 90 days, the Bank will issue Deposit Notes in definitive form in exchange for the registered Global Note that had been held by the depository. In addition, the Bank may at any time and in its sole discretion decide not to have any of the Deposit Notes represented by one or more registered Global Notes. If the Bank makes that decision, the Bank will issue Deposit Notes in definitive form in exchange for all of the registered Global Notes representing the Deposit Notes.

Deferred Payment

Federal laws of Canada prohibit anyone from charging or receiving interest or other amounts for the advancing of credit at effective rates in excess of 60% per annum. Therefore, when payment is to be made by the Bank to a Holder at the Maturity Payment Date, payment of a portion of such payment constituting a Variable Return that would exceed 60% per annum may be deferred to ensure compliance with such laws. The Bank will pay any portion so deferred to the Holder together with interest at the Bank’s equivalent term deposit rate as soon as Canadian law permits. In addition, the Bank may withhold a portion of any payment to a Holder that the Bank is legally able or required to withhold.

Notice to Holders

All notices to the Holders regarding the Deposit Notes will be validly given if (i) given through CDS to CDS Participants, or (ii) published once in an important French language Canadian newspaper of general circulation in the Province of Québec and in the national edition of an important English language Canadian newspaper. The Bank will give notice as aforesaid to the Holders of any material change or material fact relating to the Deposit Notes.

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Amendments to the Deposit Notes

The Global Note may be amended without the consent of the Holders by agreement between the Bank and the Agent if, in the reasonable opinion of the Bank and the Agent, the amendment would not materially and adversely affect the interests of the Holders. In all other cases, the Global Note may be amended by the Bank if the amendment is approved by a resolution passed by the favourable votes of the Holders of not less than 66 2/3% of the Deposit Notes represented at a meeting convened for the purposes of considering the resolution, or by written resolution signed by Holders of not less than 66 2/3% of the Deposit Notes.

Each Holder is entitled to one vote per Deposit Note held by such Holder for the purposes of voting at a meeting convened to consider a resolution. Quorum for a meeting of holders of Deposit Notes will exist if Holders of 10% or more of the Deposit Notes are present at the meeting. If a quorum is not reached at any meeting, that meeting must be adjourned to a later date not earlier than seven Business Days after the original meeting date, in which case the quorum required will be the Holders present at such adjourned meeting. The Deposit Notes do not carry the right to vote in any other circumstances.

Credit Rating

The Deposit Notes have not been rated by any rating agencies. The long term deposits of the Bank are, at the date of this Information Statement, rated AA (low) by DBRS and A by Standard & Poor’s and Aa1 by Moody’s. There can be no assurance that, if the Deposit Notes were specifically rated by these rating agencies, they would have the same rating as the other deposit liabilities of the Bank. A credit rating is not a recommendation to buy, sell or hold investments, and may be subject to revision or withdrawal at any time by the relevant rating agency.

FEES AND EXPENSES

The Bank will pay to the Agent, out of its own funds, a selling fee of $4.75 per each Deposit Note sold under the offering in connection with its services as agent, of which $3.25 per Deposit Note may be paid by the Agent to representatives whose clients purchase Deposit Notes. Accordingly, the payment of the selling fee will not affect the amount of the Initial Deposit Amount at maturity.

The Bank will not charge any other fee or seek reimbursement of any other expense in respect of the Deposit Notes.

As is generally the case for Bank deposits, the Bank may earn a return on the offering of Deposit Notes. This return may arise from the difference between the amount the Bank is obliged to pay under the Deposit Notes, net of related expenses and the fees payable to the Agent, and the returns the Bank may generate in hedging its obligations under the Deposit Notes. See “Use of Proceeds and Hedging”.

FUNDSERV

Deposit Notes may be purchased through dealers and other firms that facilitate purchase and related settlement through the clearing and settlement service operated by FundSERV Inc. The following information about FundSERV is pertinent for such Holders. Holders of Deposit Notes should consult with their financial advisors as to whether their Deposit Notes will be purchased through FundSERV and to obtain further information on FundSERV’s procedures applicable to them.

General Information

FundSERV is owned and operated by both fund sponsors and distributors and provides distributors of funds and certain other financial products with online order access to such financial products. FundSERV was originally designed and is operated as a mutual fund communications network facilitating members in electronically placing, clearing and settling mutual fund orders. In addition, FundSERV is currently used in respect of other financial products that may be sold by financial planners, such as the Deposit Notes. FundSERV enables its participants to

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clear certain financial product transactions between participants, to settle the payment obligations arising from such transactions, and to make other payments between themselves.

Where a Holder’s purchase order for Deposit Notes is effected by a dealer or other firm through FundSERV, such dealer or other firm may not be able to accommodate a purchase of Deposit Notes through certain registered plans for purposes of the Tax Act. Holders should consult their financial advisors as to whether their orders for Deposit Notes will be made through FundSERV and any limitation on their ability to purchase Deposit Notes through registered plans.

Deposit Notes Purchased through FundSERV

Deposit Notes will initially be issued in the form of a fully registered global certificate that will be deposited with CDS. Deposit Notes purchased through FundSERV will be evidenced by that global certificate. See “Description of the Deposit Notes — Book-Entry System” for further details on CDS as a depository and related matters with respect to the global certificate. Holders of Deposit Notes purchased through FundSERV will therefore have an indirect beneficial interest in the global certificate. That beneficial interest will be recorded in CDS as being owned by a Bank affiliate, as a participant in CDS. Such Bank affiliate will hold the Deposit Notes for the Custodian, which will record in its books respective beneficial interests in the Deposit Notes purchased through FundSERV which recordings will be made as instructed through FundSERV by the participants and non-participants, as the case may be.

Purchases through FundSERV

In order to purchase Deposit Notes through FundSERV, the full subscription price therefore must be delivered to the Bank in immediately available funds prior to the Issuance Date and will be held in escrow pending closing of the offering of the Deposit Notes. Despite delivery of such funds, the Bank reserves the right not to accept any offer to purchase Deposit Notes through FundSERV, in whole or in part. If a subscription for Deposit Notes through FundSERV is not accepted (in whole or in part) or Deposit Notes are not issued to the Holder for any reason, such funds will be returned forthwith to the Holder. In any case, whether or not the Deposit Notes purchased through FundSERV are issued, no interest or other compensation will be paid to the Holder on such funds.

Sale of Deposit Notes through FundSERV

A Holder wishing to sell Deposit Notes purchased through FundSERV prior to the Maturity Date is subject to certain procedures and limitations to which a Holder holding Deposit Notes through a full service broker with direct connections to CDS may not be subject. Any Holder wishing to sell a Deposit Note purchased through FundSERV should consult with his or her financial advisor in advance in order to understand the timing and other procedural requirements and limitations of selling. A Holder must sell Deposit Notes purchased through FundSERV by using the “redemption” procedures of FundSERV; any other sale is not possible. Accordingly, a Holder will not be able to negotiate a sale price for Deposit Notes purchased through FundSERV. Instead, the financial advisor for the Holder will need to initiate an irrevocable request to “redeem” the Deposit Notes purchased through FundSERV in accordance with the then established procedures of FundSERV for the Deposit Notes. Generally, this means that the financial advisor will need to initiate the redemption request by 12:00 p.m. (Montreal time) on the Wednesday of each week (or the previous Business Day if such day is not a Business Day), or such other day or time as may hereafter be established by the Bank and the Agent (the “Sale Deadline Date”). Any request received after such time will be deemed to be a request sent and received on the following week. Sale of the Deposit Notes purchased through FundSERV will be effected at a sale price (the “Net Bid Price”) established after the close of market on the Sale Deadline Date, equal to the FundSERV “net asset value” of a Deposit Note on the applicable week, as posted to FundSERV by the Agent on the Sale Deadline Date after the close of markets.

Holders should also be aware that, although the “redemption” procedures of FundSERV would be utilized, the Deposit Notes purchased through FundSERV will actually be sold in the secondary market to the Agent (and not “redeemed”). In turn, the Agent will be able to deal with such FundSERV Deposit Notes in its discretion, including, without limitation, to sell those FundSERV Deposit Notes to other parties at any price.

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Holders should also be aware that from time to time such sale mechanism to sell Deposit Notes purchased through FundSERV may be suspended for any reason without notice, thus effectively preventing Holders from selling their Deposit Notes purchased through FundSERV. Potential Holders requiring liquidity should carefully consider this possibility before purchasing Deposit Notes through FundSERV.

The Agent will provide the Bank affiliate for posting, under normal market conditions as part of its agreement to maintain a secondary market to the Deposit Notes, a “net asset value” for the Deposit Notes on a weekly basis, which value may also be used for valuation purposes in any statement sent to Holders. The Net Bid Price will actually represent the Agent’s bid price for the Deposit Notes (i.e., the price it is offering to purchase Deposit Notes in the secondary market) for the applicable week, less the applicable early trading charge set forth under “Secondary Market for the Deposit Notes”. There is no guarantee that the Net Bid Price for any week is the highest bid price possible in any secondary market for the Deposit Notes, but will represent the Agent’s bid price generally available to all Holders, including clients of the Agent. Such bid price will take into account the amount of Deposit Notes offered for sale in the secondary market and other factors described under “Secondary Market for the Deposit Notes”.

A Holder holding Deposit Notes purchased through FundSERV should realize that the Deposit Notes purchased through FundSERV may not be transferable to another dealer, if the Holder were to decide to move his or her investment accounts to such other dealer. In that event, the Holder would have to sell the Deposit Notes purchased through FundSERV pursuant to the procedures outlined above.

SECONDARY MARKET FOR THE DEPOSIT NOTES

There is currently no established trading market for the Deposit Notes. The Bank does not intend to apply to list the Deposit Notes on any securities exchange or quotation system.

The Agent intends to maintain until the Maturity Date, under normal market conditions, a weekly secondary market for the Deposit Notes through FundSERV. If the trading markets for one or more of the Indices are disrupted, or if trading of one or more of the Indices is suspended or terminated, or if any other Market Disruption Event occurs, the Agent will generally deem that normal market conditions do not exist.

The Agent is under no obligation to facilitate or arrange for such a secondary market, and such secondary market, when commenced, may be suspended at any time at the sole discretion of the Agent, without any prior notice to Holders. Therefore, there can be no assurance that a secondary market will be available or that such market will be liquid or sustainable.

The mutual fund order entry system FundSERV through which it is intended that the Agent maintain such secondary market carries certain restrictions in respect of the sale of Deposit Notes, including the selling procedures that require an irrevocable sale order be initiated at a Net Bid Price that will not be known previously to placing such sale order. See “FundSERV — Sale of Deposit Notes through FundSERV”.

The sale of a Deposit Note through the Agent will be effected at a price equal to (i) the bid price for the Deposit Note, determined by the Agent in its sole discretion based on certain factors described below, less (ii) the applicable early trading charge per Deposit Note, as set out below:

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IF SOLD EARLY TRADING CHARGE PER DEPOSIT NOTE







Thereafter Nil

Holders should be aware that any valuation price for the Deposit Notes appearing in a Holder’s periodic investment account statements, as well as any bid price quoted to the Holder to sell Deposit Notes within the first two years of the Issuance Date, will be before the application of any applicable early trading charge.

A Holder wishing to sell a Deposit Note prior to maturity should consult his or her investment advisor on whether a sale of the Deposit Note will be subject to an early trading charge and, if so, the amount of the early trading charge. If a Holder sells his or her Deposit Notes prior to Maturity, such Holder may have to do so at a discount from the Initial Deposit Amount of the Deposit Note even if the performance of the Indices has been positive, and as a result, such Holder may suffer a loss.

There will not be any market for the Deposit Notes other than the market described above. Investors who cannot accept that the secondary market is limited in this way or who must have access to a secondary market at all times should not invest in the Deposit Notes.

The Deposit Notes are intended to be instruments held to maturity with the Maturity Redemption Amount designed to be payable on the Maturity Payment Date. As a result, a sale of the Deposit Notes prior to the Maturity Date may result in a bid price that is less than the Initial Deposit Amount of the Deposit Notes. The bid price of a Deposit Note at any time will be determined by the Agent, acting in its sole discretion, and will be dependent upon a number of factors, which may include, among other things:

• supply and demand for the Deposit Notes – an oversupply of Deposit Notes or a weak demand for the Deposit Notes may adversely affect the price of the Deposit Notes;

• inventory positions with market-makers – large inventory positions with market-makers may negatively impact the demand for the Deposit Notes which may adversely affect the price of the Deposit Notes;

• interest rates in the market – an increase in interest rates may bring investors in the market place to favour fixed-income instruments over the Deposit Notes which offer an uncertain potential of return, and therefore adversely affect the demand for and price of the Deposit Notes;

• the return of the Indices since the Issuance Date – a negative return will adversely affect the price of the Deposit Notes;

• the time remaining to the maturity of the Deposit Notes – where the value may be discounted prior to such time;

• the volatility of the Indices (i.e., the frequency and magnitude of changes in the price or level, as applicable, of the Indices) – high volatility may adversely affect the price or level, as applicable, of the Indices, adversely affecting the Total Locked-In Performance and therefore the price of the Deposit Notes;

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• economic, financial, political, regulatory or judicial events that affect the price or level, as applicable, of the Indices or the constituents of the Indices – which will affect the Total Locked-In Performance and therefore the price of the Deposit Notes;

• the liquidity and market price of the constituents of the Indices and the other Indices or factors that affect stock markets generally – poor liquidity and price will adversely affect the Total Locked-In Performance and therefore the price or level, as applicable, of the Indices and therefore the price of the Deposit Notes;

• the composition of the Indices and changes in the constituents of such Indices – this will impact the Total Locked-In Performance and therefore the price of the Deposit Notes;

• the dividend rate paid on the constituents of the Indices – dividend payments on the constituents of the Indices may influence the value of the constituents of the Indices and the level of the Indices, and affect the Total Locked-In Performance and therefore the price of the Deposit Notes;

• the creditworthiness of the Bank – a deterioration of the creditworthiness of the Bank may bring uncertainty as to the capacity of paying amounts owed under the Deposit Notes at maturity, and therefore adversely affect the demand for and price of the Deposit Notes;

The effect of any one factor may be offset or magnified by the effect of another factor. The relationship among these factors is complex and may also be influenced by various political, economic and other factors that can affect the trading price of a Deposit Note. In particular, Holders should realize that any trading price for a Deposit Note: may have a non-linear sensitivity to the increases and decreases in the prices of the Indices (i.e., the trading price of a Deposit Note will increase and decrease at a different rate compared to the percentage increases and decreases in the prices of the Indices). As well, the trading price for a Deposit Note may be substantially affected by changes in the level of interest rates independent of performance of the Indices. A Holder who sells Deposit Notes prior to maturity may receive less than the Initial Deposit Amount per Deposit Note, even if the performance of the Indices has been positive, and as a result, such Holder may suffer a loss. See “Risk Factors – No Assurance of a Secondary Market and Possible Illiquidity of any Developing Secondary Market.”

Holders should consult their investment advisors as to whether it would be more favourable in the circumstances at any time to sell the Deposit Notes (assuming the availability of a secondary market) or to hold the Deposit Notes until the Maturity Date. Holders should also consult their tax advisors as to the tax consequences arising from a sale of a Deposit Note prior to the Maturity Date as compared to holding the Deposit Note until the Maturity Date. See “Certain Canadian Federal Income Tax Considerations”.

CALCULATION AGENT

The Bank will be the Calculation Agent with regard to the Deposit Notes. The Calculation Agent will be solely responsible for the determination and calculation of the Locked-in Performances, the Total Locked-In Performance and the Maturity Redemption Amount (including components thereof), as well as for determining whether a Market Disruption Event has occurred and for making certain other determinations with regard to the Deposit Notes. All determinations and calculations made by the Calculation Agent will be at the sole discretion of the Calculation Agent and will, in the absence of manifest error, be conclusive for all purposes and binding upon the Holders. Since the Bank and the Calculation Agent are the same person, the Calculation Agent may have economic interests adverse to those of the Holders, including with respect to certain determinations that the Calculation Agent must make in determining the Maturity Redemption Amount, the Locked-In Performances and in determining whether a Market Disruption Event has occurred and in making certain other determinations with regard to the Indices. The Calculation Agent will carry out its duties and functions in good faith and using its reasonable judgment.

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PLAN OF DISTRIBUTION

The Agent and the Bank have entered into an agency agreement (the “Agency Agreement”) pursuant to which the Agent has agreed to offer Deposit Notes for sale on a best efforts basis, if, as and when issued by the Bank, in accordance with the terms and conditions contained in the Agency Agreement and subject to the approval of certain legal matters on behalf of the Bank and the Agent by Fasken Martineau DuMoulin LLP. The Bank may also retain the services of other registered dealers to act as agents in the sale of Deposit Notes. Fees are payable to the Agent as described under “Fees and Expenses”. Subscriptions for Deposit Notes may be made through FundSERV under the order code “NBC1305”, which will result in funds being accumulated in a non-interest bearing account pending execution of all documents required for this transaction and satisfaction of closing conditions if any. Upon acceptance of a subscription at closing (in whole or in part as provided below), a confirmation of acceptance will be sent out by prepaid mail or other means of delivery to the subscriber. If for any reason the closing of this offering does not occur, all subscription funds will be returned to subscribers without interest or deduction.

Closing of the offering of the Deposit Notes will take place on or about July 27, 2007, or such other date agreed to between the Bank and the Agent, but in any event no later than August 3, 2007. Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. A global certificate for the full amount of the Deposit Notes will be issued in registered form to CDS and will be deposited with CDS on the Issuance Date. Subject to limited exceptions, certificates evidencing the Deposit Notes will not be available to Holders and registration of ownership of the Deposit Notes will be made only through CDS’s book-entry system. See “Description of the Deposit Notes –Book Entry System”.

The Agent is a wholly-owned subsidiary of the Bank. As a result, the Bank is a related issuer of the Agent under applicable securities legislation by virtue of the Bank’s ownership of the Agent. The decision to offer the Deposit Notes and the terms of this offering were negotiated at arm’s length between the Bank and the Agent.

The obligations of the Agent under the Agency Agreement may be terminated and the Agent may withdraw all subscriptions for Deposit Notes before their issuance on behalf of the subscribers at its discretion on the basis of its assessment of the state of the financial markets and upon the occurrence of certain other stated events. The Agent will receive certain customary fees in connection with its role in the offering which are set forth under “Fees and Expenses”. Such fees will be paid out of the Bank’s own funds.

The Bank may from time to time issue any additional series of notes or any other notes or other debt instruments or deposit notes which may or may not resemble the Deposit Notes.

In connection with the issue and sale of the Deposit Notes by the Bank, no person is authorized to give any information or to make any representation not expressly contained in this Information Statement or the Global Note and the Bank does not accept responsibility for any information not contained herein.

This Information Statement does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation and no action is being taken to permit an offering of the Deposit Notes or the distribution of this Information Statement in the United States or to U.S. Persons (as defined in Regulation S under the United States Securities Act of 1933, as amended) or in any jurisdiction outside Canada where any action is required. No Deposit Notes will be sold in the United States or to U.S. Persons.

USE OF PROCEEDS AND HEDGING

The Bank will use the proceeds of the offering of Deposit Notes, after payment of the expenses related to such offering, for general banking purposes. The Bank and/or its affiliates, may also use those proceeds in transactions intended to hedge the Bank’s obligations under the Deposit Notes. The hedging activity of the Bank and/or its affiliates may adversely affect the market value of the Deposit Notes from time to time. See “Risk Factors − Hedging transactions may affect the Indices”.

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RISK FACTORS

An investment in the Deposit Notes is subject to certain risk factors that prospective investors should carefully consider before acquiring Deposit Notes, including the following factors:

Risks Relating to the Offering of Deposit Notes

Suitability for Investment: Deposit Notes may not be a suitable investment for some investors

An investor should reach a decision to invest in the Deposit Notes after carefully considering, in conjunction with his or her advisors, the suitability of the Deposit Notes in light of his or her investment objectives and the other information set out in this Information Statement. Neither the Bank nor the Agent makes any recommendation as to whether the Deposit Notes are a suitable investment for any person.

The Deposit Notes have certain investment characteristics that differ from those of conventional fixed income investments in that they do not provide Holders with a return or income stream prior to maturity, or a return payable at maturity, calculated by reference to a fixed or floating rate of interest that is determinable prior to maturity. The Variable Return on the Deposit Notes, if any, unlike the return on many deposit liabilities of Canadian chartered banks, is uncertain in that if none of the Indices generates a positive return at maturity, the Deposit Notes will not produce a return on the Holders’ original investment. There is no assurance that any Index will be able to avoid losses prior to maturity or generate a positive return at maturity. Therefore, there is no assurance that the Deposit Notes will meet their objective repayment of the Holder’s Initial Deposit Amount. Moreover, the value of an investment in the Deposit Notes may diminish over time owing to inflation and other factors that adversely affect the present value of future payments. Accordingly, the Deposit Notes are not suitable investments for a Holder if such Holder needs or expects to receive any return or a specific return on investment. The Deposit Notes are designed for investors with a long-term investment horizon who are prepared to hold the Deposit Notes to maturity and are prepared to assume risks with respect to a return tied to the performance of the Indices.

Uncertain return until maturity; Deposit Notes are linked only to the appreciation of the Indices

The return, if any, on the Deposit Notes will not be known until the Maturity Date. There can be no assurance that any Index will achieve a positive return or if there will be any Variable Return on the Deposit Notes. The Deposit Notes are linked only to the appreciation, if any, of the Indices. There can be no assurance that, as of any Locked-In Performance Determination Date, the market price or levels, as applicable, of such Indices will have appreciated since the Issuance Date. Fluctuations in the price or level of Indices may have a significant impact upon the value of the Deposit Notes.

The market price or level of the Indices is unpredictable, will be influenced by factors that are beyond the control of the Bank and will fluctuate. Historical prices of the Indices should not be considered any indication of the future performance thereof. Prices of the Indices will be influenced by both the complex and interrelated political, economic, financial and other factors that can affect markets generally, and by various circumstances that can influence the value of a particular security. No assurance can be given that the values of the Indices will appreciate in the period during which the Deposit Notes are outstanding and that any return will be achieved on the Deposit Notes.

Return not reflective of an investment in a portfolio composed of all Indices until maturity

The Total Locked-In Performance, calculated only at the Maturity Date, will be the result of the product of each of the Locked-In Performances determined on each Locked-In Performance Determination Date. On each such Locked-In Performance Determination Date, an Index will be withdrawn and will therefore no longer be taken into account to determine future Locked-In Performances. As a result, the Locked-In Performances determined on the latter Locked-In Performance Determination Dates shall be determined from a lesser number of eligible Indices. The investor is therefore not exposed to the same risk as if it held all the underlying securities until the Maturity Date.

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Return is limited and may not be reflective of the full appreciation in the Indices

The Maturity Redemption Amount might not reflect the full appreciation of the Indices as any Locked-In Performance is capped at 106.50%. It is possible that the best performing Index on a Locked-In Performance Determination Date locks in a negative return. There is no limit or floor to the extent to which the Locked-In Performance may be negative.

Holders have no ownership interest in the Indices

An investment in the Deposit Notes does not constitute an investment in the Indices. The Indices are designed as a reference for the purpose of calculating the return, if any, payable on the Deposit Notes at maturity. Holders will not be the owners of, or have any rights or interests in or to, the Indices and therefore, will not have recourse to the Indices to satisfy amounts owing under the Deposit Notes.

No assurance of a secondary market and possible illiquidity of any developing secondary market

The Deposit Notes are designed for investors with long-term investment horizons who are prepared to hold the Deposit Notes to maturity. The Deposit Notes are not designed as a short-term investment. There is currently no market through which the Deposit Notes may be sold. The Bank does not intend to apply to list the Deposit Notes on any securities exchange or quotation system.

The Agent may (but is not obligated to) maintain a secondary market for the purchase and sale of the Deposit Notes. Should there be such a secondary market, it is not possible to predict at what price the Deposit Notes will trade in the secondary market or whether such market will be liquid or illiquid. If the secondary market for the Deposit Notes is limited, there may be few buyers when an investor decides to sell his or her Deposit Notes prior to the Maturity Date, affecting the price such a Holder will receive.

Holders choosing to sell their Deposit Notes prior to the Maturity Date will receive an amount which is not necessarily equal to the Initial Deposit Amount and which does not necessarily reflect the appreciation of the Indices up to the date of such sale. Holders who sell Deposit Notes in the secondary market may receive less than the Initial Deposit Amount, even if the Indices have appreciated.

The market for the Deposit Notes expected to be maintained by the Agent will be limited to a weekly secondary market through FundSERV, which carries certain restrictions. The price at which a Holder will be able to sell the Deposit Notes prior to the Maturity Date may be at a discount, which could be substantial, from the Initial Deposit Amount of the Deposit Notes, based upon one or more factors. The factors that will affect the trading value of the Deposit Notes interrelate in complex ways, as, for example, one factor may offset a potential increase in the trading value of the Deposit Notes caused by another factor. The bid price of a Deposit Note will be dependent on a varied number of factors at any time, which may include the return of each Index since the Issuance Date and other interrelated factors, including, without limitation, the volatility of the prices of the constituents of the Indices, prevailing interest rates and the time remaining to the Maturity Date. The relationship among these factors is complex and may also be influenced by various political, economic and other factors that can affect the trading price of a Deposit Note. In particular, Holders should realize that any trading price for a Deposit Note: (a) may have a non-linear sensitivity to the increases and decreases in the prices of the Indices (i.e., the trading price of a Deposit Note will increase and decrease at a different rate compared to the percentage increases and decreases in the prices of the Indices); and (b) may be substantially affected by changes in the level of interest rates independent of performance of the Indices. See “Secondary Market for the Deposit Notes”.

Deposit Notes could be redeemed prior to maturity under a Reimbursement Under Special Circumstances

If a Special Circumstance occurs, the Bank may redeem the Deposit Notes pursuant to a Reimbursement under Special Circumstances. Under such circumstances, the investor will not be able to participate fully any appreciation of the Indices that might have occurred up to the payment date pursuant to a Reimbursement under Special Circumstances. Holders may only be entitled to receive the Initial Deposit Amount per Deposit Note.

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Payment at maturity of the Initial Deposit Amount is dependent on the creditworthiness of the Bank

Because the obligation to make payments to Holders of the Deposit Notes is incumbent upon the Bank, the likelihood that such Holders will receive the payments owing to them in connection with the Deposit Notes, including the Initial Deposit Amount, will be dependent upon the financial health and creditworthiness of the Bank.

Deposit Notes will not be insured under the Canada Deposit Insurance Corporation Act

The Deposit Notes will not constitute deposits that are insured under the Canada Deposit Insurance Corporation Act or any other deposit insurance regime designed to ensure the payment of all or a portion of a deposit upon the insolvency of a deposit taking financial institution. Therefore, a Holder will not be entitled to Canada Deposit Insurance Corporation protection.

Deposit Notes may not be eligible for protection under the Canadian Investor Protection Fund

There is no assurance that an investment in the Deposit Notes will be eligible for protection under the Canadian Investor Protection Fund. A Holder should consult with his or her investment advisor as to whether the Holder’s investment in the Deposit Notes is eligible for protection in light of such Holder’s particular circumstances.

No independent calculation; Conflict of interest

The Calculation Agent will be solely responsible for the determination of the Locked-in Performances, the Total Locked-In Performance and the Maturity Redemption Amount (including components thereof), as well as for determining whether a Market Disruption Event has occurred and for making certain other determinations with regard to the Deposit Notes. No calculation agent other than the Bank or an affiliate will be retained to make or confirm the determinations and calculations made by the Calculation Agent. The Bank, as Calculation Agent, and the Agent, as selling agent, may have economic interests which differ from and may be adverse to those of the Holders, including with respect to certain determinations that the Calculation Agent must make in connection with amounts owing by the Bank under the Deposit Notes.

In addition, the Bank and its affiliates, including the Agent, may engage in trading activities related to the Indices or the constituents of the Indices that are not for the account of Holders of Deposit Notes or on their behalf. These trading activities may present a conflict between the Holders’ interest in the Deposit Notes and the interests that the Bank and/or its affiliates will have in their proprietary accounts in facilitating transactions, including block trades and options and other derivatives transactions, for their customers and in accounts under their management. These trading activities, if they influence the value of the Indices, could be adverse to the interests of the Holders of Deposit Notes. The Bank and its affiliates may, at present or in the future, engage in business with issuers of securities making up the Indices, or with the producers or users of the commodities which are Indices, including by making loans or providing advisory services to those entities. Those services could include investment banking and merger and acquisition and advisory services. These activities may present a conflict between the obligations of the Bank and its affiliates and the interests of Holders. Moreover, a subsidiary of the Bank, may publish research reports with respect to some or all of the issuers whose securities make up the Indices or producers or users of commodities that are Indices. This research may be modified from time to time without notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding the Deposit Notes. Any of these activities of the Bank, the Agent and other affiliates of the Bank thereof may affect the price and/or the level of the Indices and, therefore, the Total Locked-In Performance and the value of the Deposit Notes.

Hedging transactions may affect the Indices

As described under “Use of Proceeds and Hedging”, on or prior to the Maturity Payment Date, the Bank and its affiliates may hedge some or all of the Bank’s anticipated exposure in connection with the Deposit Notes by the purchase and sale of exchange-traded or over-the-counter options on the Indices, the individual securities included in the Indices, or futures contracts on the Indices or securities included in the Indices or options on such futures contracts or by taking positions in any other instruments that it or they may wish to use in connection with hedging. The Bank and its affiliates may also modify a hedge position throughout the term of the Deposit Notes, including on

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each date as of which a Closing Index Level is to be determined. The Bank and its affiliates, including the Agent, may also from time to time buy or sell shares underlying the Indices or derivative instruments related to the Indices or securities included in the Indices in connection with their normal business practices. Although the Bank does not believe that such activities will have a material impact on the price of such options, shares, futures contracts, and options on futures contracts or on the prices or levels of the Indices, there can be no assurance that the Bank or an affiliate of the Bank, including the Agent, will not affect such prices or levels and consequently the value of the Indices and the Deposit Notes as a result of such activities. It is possible that the Bank could receive substantial returns or incur substantial losses from these activities while the market value of the Deposit Notes decline or the values of the Indices decline

Deposit Notes not qualified by prospectus

The Deposit Notes are not qualified by prospectus under applicable Canadian securities laws. No Canadian or other regulatory authority has recommended or approved the Deposit Notes, nor has any such regulatory authority reviewed or passed upon the accuracy or adequacy of this Information Statement.

Risks Relating to the Indices

Trading prices

Historical levels or returns of the Indices are not necessarily indicative of their future levels or returns. The trading prices of the securities comprising each Index will fluctuate and will determine their level or return of the Index. It is impossible to predict whether the prices of securities will increase or decrease. Trading prices of the securities making up the Indices will be influenced by both the complex and interrelated political, economic, financial and other factors that can affect the capital markets generally and the equity trading markets on which the underlying securities are traded, and by various circumstances that can influence the value of a particular security. The composition of the Indices may also change from time to time.

Exposure to equities

Several of the Indices are composed of equity securities. As a result, Holders will be exposed to equities. The value of most investments and, in particular, equity securities, is affected by changes in general market conditions. These changes may be caused by corporate developments, changes in interest rates, changes in the level of inflation, and other political and economic developments. Theses changes can affect the price of equity securities which can move up or down, without any predictability. A decrease in the price of equities will adversely affect equity Indices.

Adjustments to the Indices could adversely affect the value of the Deposit Notes

The Bank is not responsible for calculating and maintaining the Indices which are maintained by third parties. These entities can add, delete or substitute the securities or contracts underlying the Indices or make other methodological changes that could change the value of the Indices. Any of these actions could adversely affect the value of the Deposit Notes.

Potential modifications of Indices

The Indices may be discontinued or replaced with a Successor Index. Although the Calculation Agent may make certain determinations in certain special circumstances to ensure that a Successor Index is designated, information regarding certain substitute indices may not be readily available to Holders, which may adversely affect the secondary market for trading in the Deposit Notes. Moreover, the Variable Return generated on such Successor Asset may not be as good as the Variable Return that would have been generated by the Discontinued Index if it had not been discontinued.

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Exposure to foreign currencies

All of the Indices are currently hedged from their local currency to Canadian dollars. Since the iShares® S&P Latin America 40 Index Fund invests in ADR (American Depository Receipts) that are denominated in USD and not denominated in the underlying countries’ local currency, its USD value used in the Maturity Redemption Amount could be lower if any of the Latin American currencies depreciates relative to the USD. As a result, Holders bear indirect risk exposure from the local currencies to USD on the Index referenced by the iShares® S&P Latin America 40 Index Fund. However, Holders are not exposed to currency risk from its USD value as it has been hedged relative to Canadian Dollars. The iShares® S&P Latin America 40 Index Fund is currently invested in the following Latin American countries: Brazil, Mexico, Chile and Argentina.

Exposure to foreign investments

The value of foreign investments may be affected by factors not typically associated with investments in Canada. For example, there may be less information about foreign companies, lower standards of government supervision and regulation, and different accounting and financial reporting standards. In addition, foreign investments sometimes cannot be sold as quickly or as easily as similar investments in Canada. Political, social and economic instability, and diplomatic developments can also negatively affect the value of foreign investments. Investments in foreign markets may be subject to changes in currency exchange rates, the imposition of taxes or the expropriation of assets – all of which can affect the value of these investments.

Return does not necessarily reflect distributions

The performance of the Indices will not necessarily reflect the payment of distributions on the securities underlying the Indices, as the Indices are not all calculated by taking into consideration the value of distributions paid on those securities. Therefore, the yield to maturity based on the methodology for calculating the Maturity Redemption Amount will not be the same as the yield which may be produced if such securities were purchased directly and held for the same period.

Risks Relating to Commodities

Suspension or disruptions of market trading in the commodity and related futures markets may adversely affect the value of the Deposit Notes

The commodity markets are subject to temporary distortions or other disruptions due to various factors, including the lack of liquidity in the markets, the participation of speculators and government regulation and intervention. In addition, U.S. futures exchanges, including the NYMEX, and some foreign exchanges, (not including the LME) have regulations that limit the amount of fluctuation in futures contract prices which may occur during a single business day. These limits are generally referred to as “daily price fluctuation limits” and the maximum or minimum price of a contract on any given day as a result of these limits is referred to as a “limit price”. Once the limit price has been reached in a particular contract, no trades may be made at a different price. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of contracts at disadvantageous times or prices which could lead to substantial losses. These circumstances could adversely affect the market price of the relevant futures contracts on commodities and swap agreements on futures contracts on commodities and, therefore, the value of the Deposit Notes.

Commodity prices may change unpredictably, affecting the performance of the Indices and the value of the Deposit Notes in unforeseeable ways

Trading in futures contracts and commodities and swap agreements on futures contracts on commodities is speculative and can be extremely volatile. Market prices of commodities may fluctuate rapidly based on numerous factors, including: changes in supply and demand relationships; weather; agriculture; trade; fiscal, monetary, and exchange control programs; domestic and foreign political and economic events and policies; disease; pestilence; technological developments and changes in interest rates. These factors may affect the value of the related contracts and the value of the Deposit Notes in varying ways, and different factors may cause the value of different

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commodity Indices, and the volatilities of their prices, to move in inconsistent directions at inconsistent rates. In most scenarios, if volatility increases, it can be expected that the market value of the Deposit Notes will increase as well and, conversely, if volatility decreases, it can be expected that the market value of the Deposit Notes will also decrease.

WTI Crude

Crude oil, which is the world’s most actively traded commodity, is the unrefined petroleum that is the basis for gasoline, heating oil, gas oil and other refined petroleum products. There are many types of crude oil, including WTI crude. Changes in prices for crude oil are affected by numerous factors. In particular, demand for refined petroleum products by consumers, as well as the agricultural, manufacturing and transportation industries, affects the price of crude oil. Because the precursors of demand for petroleum products are linked to economic activity, demand will tend to reflect economic conditions. Crude oil’s major end-use as a refined product is as transport fuel, industrial fuel and in-home heating fuel. Potential for substitution in most areas exists, although considerations including relative cost often limit substitution levels. In addition to general economic activity and demand, prices for crude oil are affected by political events, labor activity and, in particular, direct government intervention (such as embargos) or supply disruptions in major oil-producing regions of the world. Such events tend to affect oil prices worldwide, regardless of the location of the event. Production decisions by the Organization of Oil and Petroleum Exporting Countries also affect crude oil supply and, therefore, crude oil prices. In the event of sudden disruptions in the supplies of oil, such as those caused by war, accidents or acts of terrorism, prices of oil futures contracts could become extremely volatile and unpredictable. Also, sudden and dramatic declines in the futures contract process may occur, for example, upon a cessation of hostilities that may exist in countries producing oil, the introduction of new or previously withheld supplies into the market or the introduction of substitute products or commodities.

Aluminum

The price of aluminum is primarily affected by the global demand for and supply of aluminum. Demand for aluminum is significantly influenced by the level of global industrial economic activity. Industrial sectors which are particularly important to demand for aluminum include the transportation, packaging and building sectors. An additional, but highly volatile, component of demand is adjustments to inventory in response to changes in economic activity and/or pricing levels. There are substitutes for aluminum in various applications (i.e., wood and steel in buildings). Their availability and price will also affect demand for aluminum.

The supply of aluminum is widely spread around the world, and the principal factor dictating the smelting of such aluminum is the ready availability of inexpensive power. The supply of aluminum is also affected by current and previous price levels, which will influence investment decisions in new smelters. Other factors influencing supply include droughts, transportation problems and shortages of power and raw materials.

Copper

The price of copper is primarily affected by the global demand for and supply of copper. Demand for copper is significantly influenced by the level of global industrial economic activity. Industrial sectors which are particularly important to demand for copper include the electrical and construction sectors. In recent years demand has been supported by strong consumption from newly industrializing countries, which continue to be in a copper-intensive period of economic growth as they develop their infrastructure. An additional, but highly volatile, component of demand is adjustments to inventory in response to changes in economic activity and/or pricing levels.

Apart from the United States, Canada and Australia, the majority of copper concentrate supply (the raw material) comes from outside the Organization for Economic Cooperation and Development countries. Chile is the largest producer of copper concentrate. In previous years, copper supply has been affected by strikes, financial problems and terrorist activity. Output has fallen particularly sharply in the “African Copperbelt” and in Bougainville, Papua New Guinea.

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CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Fasken Martineau DuMoulin LLP, counsel to the Bank and the Agent, the following is a fair summary of the principal Canadian federal income tax consequences generally applicable to an initial purchaser of the Deposit Notes offered pursuant to this Information Statement who acquires the Deposit Notes on the Issuance Date and who, at all relevant times, for purposes of the Tax Act, is, or is deemed to be, a resident of Canada, deals at arm’s length and is not affiliated with the Bank, and acquires and holds the Deposit Notes as capital property (in this section, an “Initial Holder”).

The Deposit Notes will generally be regarded as capital property of an Initial Holder who acquires and holds the Deposit Notes as investments unless the Initial Holder holds the Deposit Notes in the course of carrying on a business or has acquired the Deposit Notes in a transaction or transactions considered to be an adventure in the nature of trade. The determination of whether the Deposit Notes are held as capital property for the purposes of the Tax Act should take into account, among other factors, whether the Deposit Notes are acquired with the intention or secondary intention of selling them prior to the Maturity Date. Certain Initial Holders whose Deposit Notes might not otherwise qualify as capital property may, in certain circumstances, treat such Deposit Notes and all of the Initial Holder’s other Canadian securities as capital property by making an irrevocable election provided by subsection 39(4) of the Tax Act.

Deposit Notes acquired by certain “financial institutions” (as defined in the Tax Act) will generally not be held as capital property by Initial Holders and will be subject to special “mark-to-market” rules. This summary does not take into account these mark-to-market rules and taxpayers to whom these rules may be relevant should consult their own tax advisors.

This summary is based upon the current provisions of the Tax Act and the regulations thereunder, all specific proposals to amend the Tax Act, or the regulations publicly announced by the federal Minister of Finance prior to the date hereof and counsel’s understanding of certain published administrative practices and policies of the Canada Revenue Agency (“CRA”). This summary does not take into account or anticipate any changes in the law (including retroactive changes), whether by judicial, regulatory, administrative or legislative action, nor does it take into account tax laws of any province or territory of Canada, or of any jurisdiction outside Canada. Provisions of provincial income tax legislation vary from province to province in Canada and may differ from federal income tax legislation.

This summary is of a general nature only and is not intended to constitute, nor should it be relied upon or construed as, tax advice to any particular Initial Holder nor is it exhaustive of all possible Canadian federal income tax considerations. For purposes of this summary, it is assumed that an Initial Holder will not undertake nor arrange a transaction in respect of the Deposit Notes primarily in view of obtaining a tax benefit. Initial Holders should consult their own tax advisors as to the overall consequences of their acquisition, ownership and disposition of Deposit Notes having regard to their particular circumstances.

No Accrual of Interest

In certain circumstances, provisions of the Tax Act can deem interest to accrue on a “prescribed debt obligation” (as defined for purposes of the Tax Act). Counsel’s understanding is that the CRA takes the administrative position that instruments similar to the Deposit Notes constitute “prescribed debt obligations”. Even if this were the case with respect to the Deposit Notes, based in part on an understanding of the CRA’s administrative practice, no amount would be deemed to accrue and as a consequence, there will be no deemed accrual of interest on the Deposit Notes pursuant to these provisions prior to the maturity of the Deposit Notes since the return on the Deposit Notes is not known and cannot be determined until the last Locked-In Performance Determination Date.

Payment at Maturity

The amount of the excess of the payment at maturity over the Initial Deposit Amount of a Deposit Note that is payable to an Initial Holder can be ascertained, and the right to it arises, only at the last Locked-In Performance

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Determination Date. The amount of such excess, if any, will be included in the Initial Holder’s income, as interest, in the taxation year in which the last Locked-In Performance Determination Date of the Deposit Note occurs.

Disposition of Deposit Notes Prior to the Maturity Date

It is unclear whether amounts received or deemed to be received by an Initial Holder on a disposition or deemed disposition of a Deposit Note, other than a disposition resulting from a payment by the Bank, will be considered as giving rise to a capital gain or a capital loss or to income or an ordinary loss. The CRA has not expressed any opinion on this issue. Generally, an amount received or deemed to be received by an Initial Holder on such disposition or deemed disposition of a Deposit Note should give rise to a capital gain (or a capital loss) to the Initial Holder to the extent such amount, net of amounts included in income as interest and any reasonable costs of disposition, exceeds (or is less than) the Initial Holder’s adjusted cost base of the Deposit Note. Initial Holders who dispose of a Deposit Note to a third party, particularly those who dispose of a Deposit Note shortly prior to the Maturity Date, should consult their own tax advisors with respect to their particular circumstances.

One half of any capital gain realized will constitute a taxable capital gain that must be included in the calculation of the Initial Holder’s income. One half of any capital loss incurred will constitute an allowable capital loss that is deductible against taxable capital gains of the Initial Holder, subject to and in accordance with the provisions of the Tax Act.

An Initial Holder that is a Canadian-controlled private corporation may be subject to a refundable tax of 6 2/3% on investment income, including interest and taxable capital gains. This tax, together with a corporation’s “refundable dividend tax on hand”, will be refunded when the corporation pays taxable dividends at the rate of $1 for every $3 of dividends paid.

Capital gains realized by an individual or trust, other than certain trusts, may give rise to alternative minimum tax under the Tax Act.

USE OF INDICES

S&P/TSX 60® Index

The S&P/TSX 60® Index is intellectual property of Standard & Poor’s. “Standard & Poor’s®” and “S&P®” are trademarks of the McGraw-Hill Companies, Inc. “TSX” is a trademark of the Toronto Stock Exchange. These marks have been licensed for use by the Bank. The Deposit Notes are not in any way sponsored, endorsed, sold or promoted by Standard & Poor’s or the TSX. Standard & Poor’s and the TSX make no representation, condition or warranty, express or implied, to the Holders or prospective purchasers regarding the advisability of investing in securities generally or in the Deposit Notes particularly or the ability of the S&P/TSX 60® Index to track general stock market performance or any other economic factors. Standard & Poor’s and the TSX’s only relationship to the Bank in connection with the Deposit Notes is the licensing of certain trademarks and trade names of Standard & Poor’s and the TSX and the S&P/TSX 60® Index which is determined, composed and calculated by Standard & Poor’s without regard to the Bank or the Deposit Notes. Standard & Poor’s and the TSX have no obligation to take the needs of the bank or the Holders into consideration in determining, composing or calculating the S&P/TSX 60 ® Index. Standard & Poor’s and the TSX are not responsible for and have not participated in the determination of the timing of, prices at, or quantities of the Deposit Notes to be issued in determination or calculation of the equation by which the Deposit Notes is to be converted into cash. Standard & Poor’s and the TSX have no obligation or liability in connection with the administration, marketing or trading of the Deposit Notes.

STANDARD & POOR’S AND THE TSX DO NOT GUARANTY THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P/TSX 60® INDEX OR ANY DATA INCLUDED THEREIN AND STANDARD & POOR’S AND THE TSX SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN. STANDARD & POOR’S AND THE TSX MAKE NO WARRANTY, CONDITION OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE RESULTS OBTAINED BY THE BANK, HOLDERS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P/TSX 60® INDEX OR ANY DATA INCLUDED THEREIN. STANDARD & POOR’S AND THE TSX MAKE NO EXPRESS OR

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IMPLIED WARRANTIES, REPRESENTATIONS OR CONDITIONS, AND EXPRESSLY DISCLAIM ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AND ANY OTHER EXPRESS OR IMPLIED WARRANTY OR CONDITION WITH RESPECT TO THE S&P/TSX 60® INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL STANDARD & POOR’S OR THE TSX HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

While Standard & Poor’s currently employs certain methodology to calculate the S&P/TSX 60® Index, no assurance can be given that Standard & Poor’s will not modify or change such methodology in a manner that may affect any amount which may be payable to the Holders. Standard & Poor’s is under no obligation to continue the calculation and dissemination of the S&P/TSX 60® Index. The Bank shall have no responsibility for the calculation and dissemination of either of the S&P/TSX 60® Index or any errors or omissions therein.

iShares® S&P Latin America 40 Index Fund

“iShares®” is a registered trademark of Barclay’s Global Investors, N.A. “S&P®” and “Standard & Poor’s” are trademarks of The McGraw-Hill Companies, Inc.

The Deposit Notes are not sponsored, endorsed, issued, sold or promoted by either iShares or Standard & Poor’s nor do iShares or Standard & Poor’s make any representation regarding the advisability of investing in the Deposit Notes.

S&P 500® Index

“SPDR®”, “Standard & Poor’s®”, “S&P®”, “S&P 500®”, “Standard & Poor’s 500” and “500” are trademarks (the “S&P Marks”) of the McGraw-Hill Companies, Inc. The S&P Marks have been licensed for use by the Bank. The Deposit Notes are not sponsored, endorsed, sold or promoted by Standard & Poor’s. Standard & Poor’s makes no representation, warranty or condition, express or implied, to the owners of the Deposit Notes or any member of the public regarding the advisability of investing in securities generally or in the Deposit Notes particularly or the ability of the S&P 500 Index to track general stock market performance or any other economic factors. Standard & Poor’s only relationship to the Bank and its affiliates, is the licensing (or sublicensing) of certain trademarks and trade names of Standard & Poor’s and/or of the S&P 500 Index which is determined, composed and calculated by Standard & Poor’s without regard to the Bank or the Deposit Notes. Standard & Poor’s has no obligation to take the needs of the Bank or the owners of the Deposit Notes into consideration in determining, composing or calculating the S&P 500 Index. Standard & Poor’s is not responsible for and have not participated in the determination of the timing of, prices of, or quantities of the Deposit Notes or in the determination or calculation of the equation by which the Deposit Notes are to be converted into cash. Standard & Poor’s has no obligation or liability in connection with the administration, marketing or trading of the Deposit Notes.

STANDARD & POOR’S DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN AND STANDARD & POOR’S SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. STANDARD & POOR’S MAKES NO WARRANTY, CONDITION OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE BANK OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. STANDARD & POOR’S MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR CONDITIONS, AND EXPRESSLY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AND ANY OTHER EXPRESS OR IMPLIED WARRANTY OR CONDITION WITH RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL STANDARD & POOR’S HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

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While Standard & Poor’s currently employs certain methodology to calculate the S&P 500 Index, no assurance can be given that Standard & Poor’s will not modify or change such methodology in a manner that may affect any amount which may be payable to the Holders. Standard & Poor’s is under no obligation to continue the calculation and dissemination of the S&P 500 Index. The Bank shall have no responsibility for the calculation and dissemination of either of the S&P 500 Index or any errors or omissions therein.

Dow Jones Industrial AverageSM

“Dow Jones” and “Dow Jones Industrial AverageSM” are service marks of Dow Jones and Company, Inc. and have been licensed for use by the bank in connection with this Information Statement.

The Deposit Notes are not sponsored, endorsed, sold, or promoted by Dow Jones. Dow Jones makes no representation or warranty, express or implied, to the Holders of the Deposit Notes or any member of the public regarding the advisability of investing in securities generally or in the Deposit Notes particularly. Dow Jones’ only relationship to us is in the licensing of certain trademarks, trade names, and service marks of Dow Jones and of the DJIASM, which is determined, composed, and calculated by Dow Jones without regard to us or the Deposit Notes. Dow Jones has no obligation to take our needs or the needs of Holders of the Deposit Notes into consideration in determining, composing, or calculating the DJIASM. Dow Jones is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Deposit Notes to be issued or in the determination of the amount to be paid on the Deposit Notes. Dow Jones has no obligation or liability in connection with the administration, marketing, or trading of the Deposit Notes.

DOW JONES DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE DJIASM OR ANY DATA INCLUDED THEREIN AND DOW JONES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. DOW JONES MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE BANK, HOLDERS OF THE DEPOSIT NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE DJIASM OR ANY DATA INCLUDED THEREIN. DOW JONES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE DJIASM OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL DOW JONES HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF. THERE ARE NO THIRD PARTY BENEFICIARIES OR ANY AGREEMENTS OR ARRANGEMENTS BETWEEN DOW JONES AND THE BANK.

Dow Jones EURO STOXX 50® Index

STOXX and Dow Jones have no relationship to the Bank other than the licensing the Dow Jones EURO STOXX 50® Index and the related trademarks for use in connection therewith.

STOXX and Dow Jones do not:

Sponsor, endorse, sell or promote the Deposit Notes.

Recommend that any person invest in the Deposit Notes or any other securities.

Have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Deposit Notes.

Have any responsibility or liability for the administration, management or marketing of the Deposit Notes.

Consider the needs of the Deposit Notes or the owners of the Deposit Notes in determining, composing or calculating the Dow Jones EURO STOXX 50® Index or have any obligation to do so.

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STOXX and Dow Jones will not have any liability in connection with the Deposit Notes. Specifically,

STOXX and Dow Jones do not make any warranty, express or implied and disclaim any and all warranty about:

The results to be obtained by the Deposit Notes, the owner of the Deposit Notes or any other person in connection with the use of the Dow Jones EURO STOXX 50® and the data included in the Dow Jones EURO STOXX 50®;

The accuracy or completeness of the Dow Jones EURO STOXX 50® and its data;

The merchantability and the fitness for a particular purpose or use of the Dow Jones EURO STOXX 50® and its data;

STOXX and Dow Jones will have no liability for any errors, omissions or interruptions in the Dow Jones EURO STOXX 50® or its data;

Under no circumstances will STOXX or Dow Jones be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or Dow Jones knows that they might occur.

The licensing agreement between the Bank and STOXX is solely for their benefit and not for the benefit of the owners of the Deposit Notes or any other third parties.

While Stoxx currently employs certain methodology to calculate the Dow Jones EURO STOXX 50® Index, no assurance can be given that Stoxx will not modify or change such methodology in a manner that may affect any amount which may be payable to the Holders. Stoxx is under no obligation to continue the calculation and dissemination of the Dow Jones EURO STOXX 50® Index. The Bank shall have no responsibility for the calculation and dissemination of either of the Dow Jones EURO STOXX 50® Index or any errors or omissions therein.

Nikkei 225® Index

The Nikkei Stock Average (“Nikkei”) is an intellectual property of Nikkei Inc. (formerly, Nihon Keizai Shimbum, Inc.). “Nikkei”, “Nikkei Stock Average”, and “Nikkei 225” are the service marks of Nikkei Inc. Nikkei Inc. reserves all the rights, including copyright, to the index. Nikkei Digital Media, Inc., a wholly owned subsidiary of Nikkei Inc. calculates and disseminates the Nikkei under exclusive agreement with Nikkei Inc. Nikkei Inc. and Nikkei Digital Media Inc. are collectively “Index Sponsor”.

The Deposit Notes are not in any way sponsored, endorsed or promoted by the Index Sponsor. The Index Sponsor does not make any warranty or representation whatsoever, express or implied, either as to the results to be obtained as to the use of the Nikkei or the figure as which the Nikkei stands at any particular day or otherwise. The Nikkei is compiled and calculated solely by the Index Sponsor. However, the Index Sponsor shall not be liable to any person for any error in the Nikkei and the Index Sponsor shall not be under any obligation to advise any person, including a purchase or vendor of the Deposit Notes, of any error therein.

In addition, the Index Sponsor gives no assurance regarding any modification or change in any methodology used in calculating the Nikkei and is under no obligation to continue the calculation, publication and dissemination of the Nikkei.

FTSETM 100 Index

The trademarks FTSE®, FT-SE® and Footsie® are owned by the London Stock Exchange plc or the Financial Times Ltd. and are used by the Bank with permission.

The FTSE has not approved, endorsed or consented to the issue of or the investment in the Deposit Notes and has not made any judgment about, nor expressed any opinion on the Deposit Notes.

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The FTSE may at any time: change the composition, method of calculation or method of transmission of the FTSETM 100; and stop calculating or publishing the FTSETM 100.

All information is provided for reference only. Neither FTSE nor its licensors shall be responsible for any error or omission in the FTSETM 100.

S&P GSCITM Gold Excess Return

S&P GCSI Commodity Index, S&P GCSI Commodity Excess Return Index and S&P GSCI Gold Excess Return Index are trademarks or service marks of Standard & Poors and have been or will be licensed for use by the Bank in connection with the Deposit Notes.

The Deposit Notes are not sponsored, endorsed, sold or promoted by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. or any of its affiliates (collectively, “S&P”). S&P does not make any representation or warranty, express or implied, to the holders of the Deposit Notes or any member of the public regarding the advisability of investing in securities generally or in the Deposit Notes particularly or the ability of the S&P Gold Excess Return Index to track general commodity market performance. S&P’s only relationship to the Bank is the licensing of certain trademarks and trade names of S&P and of the S&P GSCI Gold Excess Return Index, which are determined, composed and calculated by S&P without regard to the Bank or the Deposit Notes. S&P has no obligation to take the needs of the Bank or the Holders of the Deposit Notes into consideration in determining, composing or calculating the S&P GSCI Gold Excess Return Index. S&P is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Deposit Notes to be issued or in the determination or calculation of the equation by which the Deposit Notes are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Deposit Notes.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P GSCI GOLD EXCESS RETURN INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE BANK, HOLDERS OF THE DEPOSIT NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P GSCI GOLD EXCESS RETURN INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P GSCI INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

RIGHT OF RESCISSION

Purchasers shall be entitled to a right of rescission, which must be exercised within two Business Days after receipt or deemed receipt of this Information Statement. Purchasers will be deemed to have received the Information Statement (i) on the date recorded as the time of sending by the server or other electronic transmission system, if provided by electronic means; (ii) on the date recorded as the time of sending by a fax machine, if provided by fax; (iii) five days after the date it is mailed, if provided by mail; and (iv) when it is received, in any other case. Upon rescission, the purchaser will be entitled to a refund of the Initial Deposit Amount and of any fees relating to the purchase that have been paid by the purchaser.

information statement dated may 21, 2007

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