$300 Million BMO Preferred Share Offering

On June 23, 2008, Bank of Montreal issued $300 million of Non-Cumulative 5-Year Rate Reset Class B Preferred Shares Series 16 (the “Preferred Shares”). The offering was underwritten on a bought deal basis by a syndicate led by BMO Capital Markets and included RBC Capital Markets, CIBC World Markets, Scotia Capital Inc., TD Securities Inc., Desjardins Securities Inc., National Bank Financial Inc., HSBC Securities (Canada) Inc., Merrill Lynch Canada Inc., Brookfield Financial Corp. and Laurentian Bank Securities Inc. The Preferred Shares were issued to the public at a price of $25.00 per Preferred Share and holders will be entitled to receive non-cumulative preferential quarterly dividends as and when declared by the board of directors of the Bank, payable in the amount of $0.32500 per Preferred Share, to yield 5.20 per cent annually. Thereafter, the dividend rate will reset every five years to be equal to the 5-Year Government of Canada Bond Yield plus 1.65 per cent. Subject to certain conditions, holders may elect to convert any or all of their Preferred Shares into an equal number of Non-Cumulative Floating Rate Class B Preferred Shares Series 17 on August 25, 2013, and on August 25th of every fifth year thereafter. The deal was announced on June 12, 2008, and closed on June 23, 2008.

Bank of Montreal was advised by in-house counsel Neil Puddicombe and assisted by Rick Fullerton, Kashif Zaman and Rachel Halperin (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 Matthew Appleby (business law), together with Barry Ryan, as well as Gabrielle M. Richards (tax) of McCarthy Tétrault LLP.


Richard J. Fullerton Lara G. Friedlander Kashif Zaman Andrew C. Parker Helen Ferrigan