BMO Common Share Offering

On December 24, 2008, Bank of Montreal issued 33,340,000 common shares for total gross proceeds of $1,000,200,000. The offering was underwritten on a bought deal basis by a syndicate led by BMO Nesbitt Burns Inc. and included TD Securities Inc., CIBC World Markets Inc., RBC Dominion Securities Inc., Scotia Capital Inc., National Bank Financial Inc., UBS Securities Canada Inc., Desjardins Securities Inc., HSBC Securities (Canada) Inc., Blackmont Capital Inc., Brookfield Financial Corp., Canaccord Capital Corporation, Cormark Securities Inc., Dundee Securities Corporation, Genuity Capital Markets, GMP Securities L.P., Laurentian Bank Securities Inc., Macquarie Capital Markets Canada Ltd., Manulife Securities Incorporated and Raymond James Ltd. The common shares were issued to the public at a price of $30 per common share. The deal was announced on December 15, 2008, and closed on December 24, 2008.

Bank of Montreal was advised by in-house counsel Blair Morrison and assisted by Rick Fullerton, Kashif Zaman and Justin Williams (corporate), and Lara Friedlander and Helen Ferrigan (tax) of Osler, Hoskin & Harcourt LLP.

BMO Nesbitt Burns Inc. and the syndicate of underwriters were advised by Andrew Parker and Leila Rafi (business law), together with Barry Ryan, as well as Gabrielle M. Richards (tax) of McCarthy Tétrault LLP.