BMO Global Structured Products | Principal Protected Solutions

Bank of Canadian Equity Principal Protected Deposit Notes, Series 43

Variable Return of 130% of the 100% Principal 7 Year Term positive price performance of the Protected if held to Reference Basket at maturity Maturity Investment Highlights Reference Basket

 Term to Maturity The Reference Basket will consist of an initially equally- 7 years weighted notional portfolio of Securities consisting of common shares and units, as applicable, of 10 Canadian  Return TSX-listed Companies. As of December 14, 2015, the The Variable Return is based on the price Securities in the Reference Basket had an average dividend performance of an equally-weighted notional portfolio or distribution yield of 4.86% and the 10 Canadian of common shares and units, as applicable (the Companies had an average market capitalization of “Reference Basket”) of 10 Canadian TSX-listed issuers. approximately $18.71 billion (Source: Bloomberg). The More specifically, the Variable Return per Deposit Note, following provides information on each Security, including if any, is $100 multiplied by 130% of the average (if the TSX ticker symbol and the indicated dividend or positive) of the percentage changes in the Closing distribution yield and market capitalization as at December Prices of the securities comprising the Reference 14, 2015 (Source: Bloomberg). The information in the Basket from the Closing Date to and including the third following table is not intended to be, nor should it be business day prior to Maturity. construed to be, an indication as to the future dividend or distribution yield of the Securities. The Reference Basket will  100% principal guaranteed by BMO as issuer if held not include any dividends or distributions declared on the to maturity Securities. Investors must be prepared to waive the aggregate dividend and distribution yield provided by the  FundSERV JHN1892 Securities, representing approximately 39.40% over the 7 year term of the Deposit Notes assuming the average  Available until February 5, 2016 dividend and distribution yield of the Securities remains  www.bmosp.com constant at 4.86% each year and assuming dividends and distributions are reinvested in the Securities.

Company TSX Symbol Indicated Gross Dividend or Distribution yield Market Capitalization (CAD$ millions) BCE Inc. BCE 4.73% 46,961.03 Cineplex Inc. CGX 3.22% 2,987.16 Incorporated EMA 4.95% 5,887.24 Canadian Imperial of CM Commerce 4.67% 36,606.71 MBT Manitoba Telecom Services Inc. 5.30% 2,243.92 FTS Fortis Inc. 3.75% 10,174.00 NA of 5.10% 13,758.66 Potash Corporation of POT Saskatchewan Inc. 8.88% 19,256.24 RCI/B Inc. 3.86% 25,347.20 T Corporation 4.12% 23,898.96 Source: Bloomberg as of December 14, 2015.

For further information, please contact your Investment Advisor BMO Global Structured Products | Principal Protected Solutions Canadian Equity Principal Protected Deposit Notes, Series 43 HYPOTHETICAL RETURN SCENARIOS The following examples are included for illustration purposes only. The Security Returns used to illustrate the two different scenarios are hypothetical and are not estimates or forecasts of expected changes in the Closing Prices of the Securities from the Closing Date to and including the Final Valuation Date. Each of the scenarios refers to a Holder holding a single Deposit Note and assumes that no Extraordinary Event, Market Disruption Event, Potential Adjustment Event or Substitution Event has occurred. The calculation of the Variable Return would involve determining (i) the Security Return for each Security by comparing the Final Price of the Security to the Initial Price of the Security, and (ii) a Reference Basket Return equal to the greater of (a) the simple average of the Security Returns for each Security and (b) zero. The Variable Return, if any, will be equal to the Deposit Amount multiplied by 150.00% of the Reference Basket Return. SCENARIO 1: POSITIVE RETURN EXAMPLE Company Initial Price Final Price Security Return BCE Inc. $54.58 $87.05 59.49% Cineplex Inc. $47.54 $87.37 83.79% Emera Incorporated $41.43 $92.25 122.66% Canadian Imperial Bank of Commerce $92.16 $161.52 75.26% Manitoba Telecom Services Inc. $28.47 $18.19 -36.11% Fortis Inc. $36.17 $44.00 21.65% National $39.97 $54.75 36.97% Potash Corporation of Saskatchewan Inc. $23.02 $36.77 59.72% Rogers Communications Inc. $49.21 $66.56 35.26% TELUS Corporation $39.82 $56.27 41.31%

Simple Average of Security Returns = 50.00% = Deposit Amount x Participation Rate x Reference Basket Return Variable Return = $100.00 x 130.00% x 50.00% = $65.00 In Scenario 1 above, a Holder would receive a Variable Return of $65.00 at Maturity, representing a cumulative return of 65.00% and an annually compounded rate of return of 7.42%. In addition, at Maturity, a Holder would receive the Deposit Amount. SCENARIO 2: NEGATIVE RETURN EXAMPLE

Company Initial Price Final Price Security Return BCE Inc. $54.58 $41.59 -23.80% Cineplex Inc. $47.54 $37.31 -21.52% Emera Incorporated $41.43 $22.35 -46.07% Canadian Imperial Bank of Commerce $92.16 $64.42 -30.10% Manitoba Telecom Services Inc. $28.47 $24.70 -13.24% Fortis Inc. $36.17 $33.18 -8.26% National Bank of Canada $39.97 $23.06 -42.32% Potash Corporation of Saskatchewan Inc. $23.02 $28.52 23.89% Rogers Communications Inc. $49.21 $38.33 -22.11% TELUS Corporation $39.82 $33.24 -16.52% Simple Average of Security Returns = -20.00%

In Scenario 2 above, the simple average of the Security Returns is negative. As a result, the Reference Basket Return is zero and a Holder would not receive any Variable Return at Maturity but would receive the Deposit Amount at Maturity. BMO Global Structured Products | Principal Protected Solutions Bank of Montreal Canadian Equity Principal Protected Deposit Notes, Series 43

 BCE Inc. provides a full range of communication  Fortis, Inc. operates as a gas and electric distribution services to residential and business customers in company. The company's regulated utilities and non- Canada. The company's services includes local, long regulated hydroelectric serves customers across distance and wireless phone services, high speed Canada, New York State and the Caribbean. The and wireless Internet access, IP-broadband services, Company also holds investments in hotels and value-added business solutions and direct-to-home commercial real estate in Canada and petroleum satellite and VDSL television services. supply operations in the Mid-Atlantic Region of the United States.  Cineplex Inc. owns and operates movie theaters in Canada. The company exhibits regular format films  National Bank of Canada provides a full array of and also digital, 3D and IMAX movies. banking services, including retail, corporate and . The bank, through its subsidiaries,  Emera Incorporated provides diversified energy is involved in securities brokerage, insurance and and services through its subsidiaries. The company wealth management, as well as mutual fund and supplies electric generation, transmission, and retirement plan management. distribution in Nova Scotia, Canada. The company also delivers bunker oil, diesel fuel, and light fuel. In  Potash Corporation of Saskatchewan Inc. addition, the company delivers Sable Island natural produces potash, phosphate, and nitrogen to the gas to markets in Maritime Canada and the agricultural and industrial industries worldwide. The northeastern United States. Company conducts operations in Canada, Chile, the United States, Brazil, and Trinidad.  Canadian Imperial Bank of Commerce provides banking and financial services to consumers,  Rogers Communications, Inc. is a diversified individuals, and corporate clients in Canada and Canadian communications and media company. The around the world. company's activities include wireless voice and data communications services over its national GSM,  Manitoba Telecom Services Inc. provides HSPA and LTE networks; cable television, full-service telecommunications in Manitoba, Canada. telephony and high speed Internet access services The company offers local, long distance, wireless, over its broadband networks; and radio and TV directory, and on-line multimedia services. broadcasting, televised shopping, magazines, and sports.

 TELUS Corporation is a telecommunications company providing a variety of communications products and services. The company provides voice, data, Internet, and wireless services to businesses and consumers in Canada.

Source : www.bloomberg.com BMO Global Structured Products | Principal Protected Solutions Bank of Montreal Canadian Equity Principal Protected Deposit Notes, Series 43

Terms Of The Offering Thi Issuer Bank of Montreal (the “Bank”).

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Issuer Rating As of the date of the Information Statement, the deposit liabilities of the Bank with a term to maturity of more than one year are i s

rated “AA” by DBRS, “A+” by Standard & Poor’s and “Aa3” by Moody’s. The Deposit Notes have not been rated and there onl is no assurance that, if the Deposit Notes were specifically rated by such rating agencies, they would have the same rating as

the other deposit liabilities of the Bank. The Deposit Notes will not be deposits insured under the Canada Deposit Insurance y

Corporation Act or any other deposit insurance regime designed to ensure the payment of all or a portion of a deposit a

upon the insolvency of the deposit taking financial institution. summar

Issue Price $100 per Deposit Note (the “Deposit Amount”).

Selling Period Until February 5, 2016.

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Issue Date On or about February 10, 2016. o

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Maturity Date/Term The Deposit Notes will mature on February 10, 2023 (“Maturity” or “Maturity Date”), resulting in a term to maturity of approximately 7

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years. Offerin Minimum Purchase $2,000 (20 Deposit Notes). Reference Basket The price performance of the Reference Basket will determine the amount of Variable Return, if any, an investor will receive at

Maturity. The Reference Basket will consist of an initially equally-weighted proportion of the common shares and units, as applicable g

of the 10 Canadian TSX-listed issuers listed below: an

Canadian Imperial d

BCE Inc. Cineplex Inc Emera Incorporated Fortis Inc. shoul Bank of Commerce Manitoba Telecom National Bank of Potash Corporation Rogers TELUS Corporation

Services Inc. Canada of Saskatchewan Inc. Communications Inc

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Payment at Maturity Subject to the occurrence of certain special circumstances, for each Deposit Note held at Maturity, an investor will receive (i) the e

Deposit Amount, and (ii) a Variable Return, if any, based on the price performance of the Reference Basket. rea

More specifically, the Variable Return per Deposit Note, if any, is $100.00 multiplied by 130.00% of the average (if positive) of the d

percentage changes of the Closing Prices of the securities comprising the Reference Basket (the “Securities”) from the Closing i n

Date to and including the Final Valuation Date. If the percentage change in the Closing Price of one or more of the Securities is zero or negative, this will offset positive percentage changes in the Closing Prices of other Securities, potentially resulting in no Variable conjunction Return being payable. The Variable Return, if any, will not reflect any dividends or distributions declared on the Securities. Beneficial holders of Deposit Notes (each a “Holder”) cannot elect to receive any payments prior to Maturity. No Variable Return or distributions will be paid during the term of the Deposit Notes. See “Note Program – Maturity Payment” and “Note Program – Variable Return” in the Information Statement.

FundSERV Code JHN1892

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$3.00 (3.00% of the Subscription Price) per Deposit Note will be paid out of the proceeds of this offering to BMO Nesbitt Burns Inc. i

Fees and Expenses of th

for its services as selling agent (the “Selling Agent”). The Selling Agent will pay all or a portion of this fee to sub-agency groups

the Offering including other qualified selling members for selling the Deposit Notes. the

The Deposit Notes will not be listed on any stock exchange. Moreover, the Bank does not have the right to redeem the Deposit Secondary Market Information Notes prior to Maturity and a holder does not have the right to require the Bank to redeem the Deposit Notes prior to Maturity. However, BMO Capital Markets will use reasonable efforts, subject to normal market conditions, to arrange for a secondary market for the sale of Deposit Notes but reserves the right not to do so in the future, without providing prior notice to Holders. Secondary market “redemption” orders and settlements can be made using the FundSERV network. Changes in laws and regulations may impact the procedures and timing relating to selling Deposit Notes on the secondary market. Sale of Deposit Note

prior to Maturity may result in a loss even if the price performance of the Securities has been positive.

Early Trading Charge An Early Trading Charge will apply to secondary market redemption orders for Deposit Notes placed using the FundSERV network State within the first 360 days from the Closing Date, determined as a percentage of the Deposit Amount as follows:

If sold within 0-60 days 61-120 days 120-180 days 181-240 days 241-300 days 301-360 days Thereafter me

Early Trading n 4.00% 3.30% 2.60% 1.90% 1.20% 0.50% Nil

Charge t

dated

No CDIC The Deposit Notes are not 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 institution.

January4 This document should be read in conjunction with the Bank’s information statement dated January 4, 2016 (the “Information Statement”). The Variable Return payable under the Deposit Notes, if any, is uncertain and is based on the price performance of the Index. Prospective investors should carefully consider all of the information set forth in the Information Statement and, in particular, should evaluate the specific risk factors set out under the heading “Risk Factors” in the Information Statement. BMO Nesbitt Burns Inc. is a wholly-owned subsidiary of the Bank. As a result, the Bank is a “related issuer” of BMO Nesbitt Burns Inc. for the purposes of National Instrument 33-105 - Underwriting Conflicts. See “Plan of Distribution” in the Information

Statement. The Notes have not been and will not be rated by any credit rating organization. A 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. The Deposit Notes are issued by and constitute direct, unconditional obligations of Bank of Montreal. This summary is issued for discussion purposes only to provide an overview of the 20

proposed Deposit Notes and does not constitute investment advice or an offer to sell or a solicitation to purchase. Details of certain risks of investing in the Deposit Notes, as well as complete 1

disclosure of how the Variable Return on the Deposit Notes is calculated, are contained in the related Information Statement which will be available through your financial advisor or at 6

www.bmosp.com. You should read the Information Statement carefully before investing and discuss all the key features of the Deposit Notes, including their suitability for you, with your financial advisor. The Deposit Notes may not be suitable for all types of investors. The prices and value of the Deposit Notes may fluctuate and/or be adversely affected by a number of factors. The fluctuation of the performance of the underlying securities will directly impact the Variable Return, if any, on the Deposit Notes at Maturity. The Deposit Notes will not be listed on any stock exchange. You do not have the right to require Bank of Montreal to redeem the Deposit Notes prior to maturity. Bank of Montreal makes no recommendations concerning equity investments as asset classes or the suitability of investing in securities generally or Deposit Notes in particular. No person has been authorized to give any information or to make any representation not contained in the Information Statement relating to the Deposit Notes and Bank of Montreal does not accept any responsibility for any information not contained in the Information Statement. “BMO (M-bar roundel symbol)”, “BMO” and “BMO Capital Markets” are registered trade-marks of Bank of Montreal.