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Press release from Marketwire

Fiera Capital Corporation and National Bank Announce Closing of Natcan Transaction

Monday, April 02, 2012

Fiera Capital Corporation and National Bank Announce Closing of Natcan Transaction08:00 EDT Monday, April 02, 2012MONTREAL, QUEBEC--(Marketwire - April 2, 2012) - Fiera Capital Corporation (TSX:FSZ) ("Fiera" or the "Firm") and National Bank of Canada ("National Bank" or the "Bank") (TSX:NA) announced today the closing of the transaction under which Fiera will acquire substantially all of the assets of Natcan Investment Management Inc. ("Natcan") from the Bank for $309.5 million subject to reduction ("the Acquisition"). In return, the Bank, through Natcan, will receive 19,732,299 Class A subordinate voting shares of the share capital of Fiera (the "Class A shares") as well as a cash payment of $85,553,219. The Natcan operations will immediately be fully integrated into Fiera's existing business. As of today, the number of directors on the board of Fiera will increase from nine to twelve, including two reserved seats for National Bank. Louis Vachon, President and CEO of National Bank, and Luc Paiement, Executive Vice President - Wealth Management of National Bank, will fill those positions as of today.The transaction has been approved by regulatory authorities and has satisfied other customary conditions. Fiera Capital Corporation is the new name of Fiera Sceptre, as approved by the shareholders at Fiera's annual and special meeting held on March 29, 2012.Transaction DetailsThe 19,732,299 Class A Shares (the "Consideration Shares") over which the Bank exercises control and direction represent approximately 56.11% of the issued and outstanding Class A Shares and 35% of the total number of Class A Shares and Class B special voting shares in the capital of Fiera issued and outstanding. The Bank also received an option to acquire additional Class A Shares of Fiera at a market price determined on the day of exercise, equal to 2.5% of total shares outstanding at the end of September in each of 2013 and 2014. If the options are fully exercised, the Bank will own 40% of the outstanding shares of Fiera. The Bank will also be entitled to protect its ownership in Fiera pursuant to anti-dilution rights.The Consideration Shares were received pursuant to the Acquisition and are being held for investment purposes. Depending on market and other conditions, the Bank may from time to time in the future increase or decrease its ownership, control or direction over the Class A Shares or other securities of Fiera, through market acquisitions, private agreements or otherwise. A copy of the Early Warning Report will be filed with applicable Canadian securities regulators and can be obtained on SEDAR at www.sedar.com or by contacting:National Bank of Canada 600 De la Gauchetière Street West, 4th Floor Montréal, Quebec H3B 4L2Attention: Claude Breton, Senior Manager, Public Affairs Phone: (514) 394-8644About Fiera CapitalFiera is a leading publicly traded, independent investment firm with approximately $54 billion in assets under management. The firm is one of only a handful of full service, multi-product investment firms in Canada, offering clients a proven top tier track record in equity and fixed income management as well as depth and expertise in asset allocation and alternative investments. For more information, visit www.fieracapital.com.Additional information relating to the Firm, including the Firm's annual information form, is on SEDAR at www.sedar.com.About National Bank of CanadaNational Bank of Canada is an integrated group that provides comprehensive financial services to consumers, small and medium-sized enterprises and large corporations in its core market, while offering specialized services to its clients elsewhere in the world. National Bank offers a full array of banking services, including retail, corporate and investment banking. It is an active player on international capital markets and, through its subsidiaries, is involved in securities brokerage, insurance and wealth management as well as mutual fund and retirement plan management. As at January 31, 2012, National Bank has over CDN$175 billion in assets in accordance with IFRS and, together with its subsidiaries, employs 19,785 people. The Bank's securities are listed on the Toronto Stock Exchange (TSX:NA). For more information, visit the Bank's website at www.nbc.ca. To access National Bank of Canada's financial literacy portal, visit www.clearfacts.ca.FOR FURTHER INFORMATION PLEASE CONTACT: Melanie Tardif, CMAFor Fiera Capital:NATIONAL Public Relations514-843-2060www.fieracapital.comORClaude BretonFor National Bank of Canada:Senior Director, Public AffairsNational Bank of Canada514-394-8644ORSenior Director, Investor RelationsHelene BarilNational Bank of Canada514-394-0296www.nbc.ca