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Proxy Circular Notice of Annual Meeting of Shareholders and Management Proxy Circular Annual Meeting April 7, 2021 | Bank of Montreal Notice of Annual Meeting of Shareholders You’re invited to attend BMO’s 2021 annual meeting of shareholders. Your vote How to attend matters. As COVID-19 continues to challenge Canadians and the economy, we have decided to hold our 2021 annual meeting virtually again this year. You can See page 4 for participate in the virtual meeting by logging on to the webcast. detailed information about Date and time Webcast who can vote, and Wednesday, April 7, 2021 https://web.lumiagm.com/458701741 how to vote. 9:30 a.m. Eastern time Enter password: bmo2021 (case sensitive) We encourage you to vote right away. Who can vote You can vote if you held BMO shares as of the close of business on February 8, 2021, except as noted on page 4. You have one vote per share. There were 646,949,486 common shares outstanding on February 8, 2021, but there may be fewer eligible votes because of voting restrictions – see page 4. How to vote You can vote in advance by proxy or voting instruction form, or vote in real-time at the virtual meeting by logging on to the webcast. Voting using the form you received is the easiest way to vote. How you cast your vote depends on how you hold your shares (see page 5 for details). Have questions about voting? Contact our transfer agent, Computershare Trust Company of Canada: by phone by email 1-800-340-5021 (toll-free in Canada and the United States) [email protected] 1-514-982-7555 (outside North America)) On the cover: Ashley Amaral Personal Banking Associate Front and Berkeley Branch 236 Front Street East 2021 meeting agenda Board recommendation Read more 1. Receive BMO’s consolidated financial statements for the Download a copy at www.bmo.com page 2 year ended October 31, 2020 and the auditors’ report > 2. Elect the board of directors > Vote FOR each nominated director page 2 3. Appoint the auditors > Vote FOR page 2 4. Vote (on an advisory basis) on our approach to executive > Vote FOR page 3 compensation 5. Consider the shareholder proposal requesting an > Vote AGAINST page 3 additional climate change related report You will also consider any other business that is properly brought before the meeting. Items 3, 4 and 5 will be approved only if the majority (more than 50%) of the votes cast are FOR the proposal. Please take a moment to vote. Your participation is important to us. Barbara M. Muir SVP, Chief Legal Officer, Corporate & Corporate Secretary By order of the board of directors February 23, 2021 How to ask questions Where to get a copy of the 2021 management proxy circular at the meeting We’re making the circular available online instead of by mail according to a set You can ask questions during of rules developed by the Canadian Securities Administrators called notice and the webcast, or by sending access, and pursuant to an exemption received from the Office of the them to us before the meeting: Superintendent of Financial Institutions. If you’re a beneficial holder who has already given us instructions to send you printed documents, your circular is [email protected] attached to this notice. You can download the circular at (www.envisionreports.com/BMO2021), on our website (www.bmo.com/home/about/banking/investor-relations/annual- Bank of Montreal general-meeting), or on SEDAR (www.sedar.com). If you prefer to have a paper Corporate Secretary’s copy, contact our transfer agent, Computershare, and they will send you a copy. Department 100 King Street West Check in regularly for information updates 1 First Canadian Place, Updates on how to vote and participate at the meeting will be posted on 21st Floor (www.envisionreports.com/BMO2021), on our website (www.bmo.com/ Toronto, Ontario, Canada home/about/banking/investor-relations/annual-general-meeting), and on M5X 1A1 SEDAR (www.sedar.com). Please be sure to check in from time to time. Look for more information online www.bmo.com/corporategovernance Noti ce o f Annua l Mee ting of Sha reho lde rs and Management Proxy Circular Annual Meeting April 7, 2021 | Bank o f Montreal 2020 203 rd A nnual Re por t to Shareholders BMO Fin ancial Group 2021 Management Proxy 2020 Annual Report 2020 Sustainability 2020 Voting results Circular Report and Public Accountability Statement Management Proxy Circular Message to shareholders Dear fellow shareholders, This year’s annual meeting of shareholders will be held on Wednesday, April 7, 2021 at 9:30 a.m. Eastern time. This will again be a virtual meeting to protect everyone’s health and safety during the COVID-19 pandemic and respect the protocols from public health and government authorities. About the shareholder meeting If you held BMO shares at the close of business on February 8, 2021, you are entitled to vote at the meeting. The annual meeting George A. Cope, Darryl White is your opportunity to elect the members of the board of directors, Chair of the Board Chief Executive Officer vote on other items of business, and hear directly from management about BMO’s performance in fiscal 2020 and our Responding with perseverance and resilience plans for the future, among other things (see page 2). We hope you 2020 was an extraordinary year and like no other in people’s will take this opportunity to participate in the governance of your memory. The coronavirus pandemic triggered a global health company – it’s the best and most practical way to do so. emergency and a severe economic downturn, threatening the lives and livelihoods of millions of people around the world. This year you will elect 13 directors to the board. Eleven of the nominees currently serve as directors and are standing for BMO moved quickly to protect the health of our employees, who re-election. Long-serving director, Ronald Farmer, is retiring from worked tirelessly to support our clients and communities and the board in accordance with our Director Term Limit Policy after a deliver relief programs on behalf of governments. As the pandemic distinguished tenure. Ron has contributed enormously to the continues to affect our daily lives, we particularly want to recognize board’s deliberations and the bank’s growth, and we thank him for the contributions being made by our colleagues serving customers his dedication and service over the past 18 years. Two new and communities on the frontlines in branches, and in offices nominees are standing for election: Stephen Dent, Co-Founder and supporting these transactions and advice. Those who have been Partner of Birch Hill Equity Partners, and Madhu Ranganathan, working from home adapted quickly to using remote work Executive Vice President and Chief Financial Officer at OpenText technologies, and continued to support our customers and serve Corporation. Both are well qualified, and their knowledge and their needs throughout. We thank them all. experience will be an excellent complement to the talented group Our results for the year are a testament to the efforts of our people, the of individuals who currently serve on our board. resilience and diversification of our businesses and our ability to adapt Please take some time to read the attached management proxy quickly to the evolving environment, while delivering against our circular before you vote your shares. It includes important strategic priorities. In 2020, adjusted earnings per share were $7.71, information about the annual meeting, governance at BMO and having appropriately provisioned for loan losses. Adjusted pre-provision, executive compensation. You can find more information about BMO pre-tax earnings increased 7%, as we held expenses stable relative to in our 2020 Annual Report and our 2020 Sustainability Report and the prior year, delivering above-target positive operating leverage of Public Accountability Statement, available on our website at 2.7%, and improving our efficiency by 160 basis points from last year. www.bmo.com. At the same time, we maintained strong capital and liquidity positions and continued to provide a strong dividend for shareholders, extending BMO’s unbroken dividend record dating back to 1829. Ready for the future We hope you will join this year’s shareholder meeting and please We continue to accelerate the execution of our strategy and our remember to vote your shares. Your vote is important. Purpose – to Boldly Grow the Good in business and life.Weare positioning our businesses for profitable growth, while providing unwavering support for our customers and championing inclusion and diversity across the bank and our communities. We remain George A. Cope Darryl White focused on our overall commitment to sustainability, building on our competitive strengths, maintaining strong client loyalty and February 11, 2021 leveraging a winning culture to continue to build a digitally enabled, highly efficient and future ready bank. Guide to the 2021 management proxy circular In this circular: ‰ we, our, us, BMO and the bank mean Bank of Montreal and our subsidiaries ‰ you, your and shareholder refer to holders of BMO common shares ‰ shares means BMO common shares ‰ circular means this management proxy circular ‰ board means BMO’s board of directors Information in this circular is as at February 11, 2021 and in Canadian dollars, unless indicated otherwise. The board has approved the content of this circular for distribution to shareholders. The Annual Meeting 2 What we’re discussing at our 2021 annual meeting, important information about voting, 2 2021 Meeting Agenda and details about the proposed board. 1 4 Voting Instructions 7 About the Nominated Directors Governance 15 All about our board and corporate governance 16 About the Board of Directors practices, and how these are integral to our 23 Building an Effective Board performance and long-term sustainability.
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