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ANNUAL MEETING FEBRUARY 25, 2003 BANK OF MONTREAL NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY CIRCULAR TABLE OF CONTENTS Invitation to Shareholders 1 Notice of Annual Meeting of Shareholders 2 Proxy Circular Q&A on Proxy Voting 3 Business of the Meeting 5 Nominees for Election to Board of Directors 6 Board of Directors Compensation/Attendance 10 Reports Audit Committee 12 Conduct Review Committee 13 Governance Committee 14 Risk Review Committee 15 Human Resources and Management Compensation Committee on Executive Compensation 16 Executive Compensation 20 Directors, Executive Officers and Senior Officers – Indebtedness 24 Performance Graph 25 Directors’ and Officers’ Insurance 25 Additional Information 25 Directors’ Approval 25 Schedule 1 – Governance Procedures and Charter of Expectations for Directors 26 Schedule 2 – Shareholder Proposals 31 INVITATION TO SHAREHOLDERS Please accept my invitation to join our Board of Directors and senior leadership team at the next annual meeting of your BMO Financial Group on February 25, 2003 at the Fairmont Château Laurier in Ottawa – the perfect historical setting for an organization that is currently celebrating 185 years in the business (and which hasn’t missed a dividend payment since 1829). As one of the owners of BMO Financial Group – our new name for a new century, and one that better reflects the breadth of what we do today – this is your opportunity to receive a first-hand accounting of BMO’s performance over 2002, along with the plans we have set in motion for the year ahead. Should you have any questions, this is the best time and place to get answers. If you cannot attend the annual meeting in person, I urge you to make your vote count by exercising the power of your proxy, which is fully explained in the attached Proxy Circular. In preparation, you may wish to consult our corporate web site at www.bmo.com, which includes the full text of the Annual Report 2002, plus quarterly results, presentations that we have made to the investment community, and other information that may be of use or interest. One way or another, your participation will be welcome at this historical annual meeting. Your vote will count. Sincerely, Tony Comper Chairman and Chief Executive Officer BMO Financial Group January 6, 2003 BANK OF MONTREAL PROXY CIRCULAR 1 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS The 2003 Annual Meeting of Shareholders will commence at 9:30 a.m. (Eastern Standard Time)onTuesday,February25,2003intheBallroom,FairmontChâteauLaurier,1Rideau Street, Ottawa, Ontario, and will have the following purposes: 1. To receive the financial statements of the Bank for the year ended October 31, 2002 and the auditors’ report on those statements; 2. To elect the Board of Directors for 2003; 3. To appoint auditors for 2003; 4. To consider and, if thought fit, to approve a resolution amending the Stock Option Plan by increasing the number of Common Shares reserved for issuance under the Plan from 54,200,000 to 59,200,000; 5. To consider shareholder proposals, attached as Schedule 2 of the Proxy Circular; and 6. To transact any other business properly before the meeting. Shareholders as at January 6, 2003 will be entitled to vote at the meeting. The number of eligible votes* that may be cast at this meeting is 494,585,740, such number being the total number of Common Shares of the Bank outstanding on January 6, 2003. If you cannot attend the meeting in person, please complete the enclosed form of proxy and return it in the postage prepaid envelope provided or fax it to 1-866-249-7775 within Canada and the United States or 416-263-9524 for all other countries. For your vote to be recorded, your proxy must be in the hands of Computershare Trust Company of Canada, by fax at the above noted numbers, or by mail at its Toronto office, no later than 5:00 p.m. (Eastern Standard Time) on Monday, February 24, 2003. By order of the Board of Directors, Velma J. Jones Vice-President and Secretary January 6, 2003 *The actual number of eligible votes may be less due to voting restrictions set forth in the Bank Act. 2 BANK OF MONTREAL PROXY CIRCULAR PROXY CIRCULAR All information is as at December 31, 2002, unless otherwise indicated. Q&A on Proxy Voting Q: What am I voting on? Q: What if I sign the form of proxy enclosed with this circular? A: Shareholders are voting on the election of directors to the A: SigningtheenclosedformofproxygivesauthoritytoTony Board of the Bank for 2003, the appointment of auditors Comper or Blair MacAulay, each of whom is a director of fortheBankfor2003,anamendmenttotheStockOption the Bank, or to another person you have appointed, to vote Plan, and shareholder proposals. your shares at the meeting. Q: Who is entitled to vote? Q: Can I appoint someone other than these directors to vote A: ShareholdersasofthecloseofbusinessonJanuary6,2003 my shares? are entitled to vote. Each Common Share is entitled to one A: Yes. Write the name of this person, who need not be vote on those items of business identified in the Notice a shareholder, in the blank space provided in the form of Annual Meeting of Shareholders, except shares of the of proxy. Note, however, that the terms of the Bank Act Bank which are beneficially owned by: the Government disallow voting by persons representing those entities of Canada or of a province or any of their agencies; or the referred to in the answer to the question “Who is entitled governmentofaforeigncountryoranypoliticalsubdivi- to vote?” sionthereoforanyofitsagencies;oranypersonwhohas It is important to ensure that any other person you acquired more than 10% of any class of shares of the Bank appoint is attending the meeting and is aware that he or without the approval of the Minister of Finance. she has been appointed to vote your shares. Proxyholders If you acquired your shares after January 6, 2003, should, upon arrival at the meeting, present themselves please refer to the answer to the question “What if own- toarepresentativeofComputershareTrustCompany ership of shares has been transferred after January 6, of Canada. 2003?” to determine how you may vote such shares. Q: What do I do with my completed proxy? Q: How do I vote? A: Return it to the Bank’s transfer agent, Computershare A: There are two ways you can vote your shares if you are Trust Company of Canada, in the envelope provided, or a registered shareholder. You may vote in person at the by fax to 1-866-249-7775 within Canada and the United meeting or you may sign the enclosed form of proxy States or 416-263-9524 for all other countries, so that it appointing the named persons or some other person you arrives no later than 5:00 p.m. (Eastern Standard Time) choose, who need not be a shareholder, to represent you on Monday, February 24, 2003. This will ensure that your as proxyholder and vote your shares at the meeting. If your vote is recorded. shares are held in the name of a nominee, please see the shaded box on page 4 for voting instructions. Q: If I change my mind, can I take back my proxy once I have given it? Q: What if I plan to attend the meeting and vote in person? A: Yes.Ifyouchangeyourmindandwishtorevokeyourproxy, A: If you are a registered shareholder and plan to attend the prepare a written statement to this effect. The statement meetingonFebruary25,2003andwishtovoteyourshares must be signed by you or your attorney as authorized in in person at the meeting, do not complete or return the form writing or, if the shareholder is a corporation, under its of proxy. Your vote will be taken and counted at the meet- corporate seal or by an officer or attorney of the corpo- ing. Please register with the transfer agent, Computershare ration duly authorized. This statement must be delivered Trust Company of Canada, upon arrival at the meeting. either to the head office of the Bank no later than 5:00 p.m. If your shares are held in the name of a nominee, please (Eastern Standard Time) on Monday, February 24, 2003 or see the shaded box on page 4 for voting instructions. to the Chairman on the day of the meeting, February 25, 2003, or any adjournment of the meeting. Q: Who is soliciting my proxy? A: The enclosed form of proxy is being solicited by Bank Q: How will my shares be voted if I give my proxy? of Montreal and the associated costs will be borne by the A: The persons named on the form of proxy must vote for Bank. The solicitation will be made primarily by mail but or againstorwithholdfromvotingyoursharesinaccor- may also be made by telephone, in writing or in person by dance with your directions or you can let your proxyholder employees of the Bank and/or Computershare Trust Com- decide for you. In the absence of such directions, proxies pany of Canada. The Bank will also use the services of an received by management will be voted in favour of the outside agency, Georgeson Shareholder Communications election of directors to the Board, the appointment of Canada, Inc., to solicit proxies, at a cost of $32,500. auditors, the resolution amending the Stock Option Plan, and against the shareholder proposals as set out in Schedule 2 of this Proxy Circular. BANK OF MONTREAL PROXY CIRCULAR 3 Q&A on Proxy Voting (continued) Q: What if amendments are made to these matters or if Q: If I need to contact the transfer agent, how do I reach them? other matters are brought before the meeting? A: You can contact the transfer agent by mail at: A: The persons named in the form of proxy will have discre- Computershare Trust Company of Canada tionary authority with respect to amendments or variations Proxy Department to matters identified in the Notice of Annual Meeting of P.O.

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