Issue of Common Shares

to authorize, issue and sell 11,805,000 Common Shares (the “Initial Shares”) at a price (the “Offer Price”) of $118.60 per Initial Share and, at the option (the “Over-Allotment Option”) of the Underwriters (as defined below), up to an aggregate of 1,770,750 additional Common Shares (the “Over-Allotment Shares”) at the Offer Price per Over-Allotment Share;

to prepare and file, without delay, a Canadian final prospectus supplement for the offering of the Initial Shares and Over-Allotment Shares (the “Canadian Supplement”) to be dated no later than December 13, 2022 to the short form base shelf prospectus of the Bank dated March 11, 2022 (the “Canadian Prospectus”) (the Canadian Prospectus, as supplemented by the Canadian Supplement, together in each case with all documents incorporated therein by reference, is referred to herein as the “Canadian Shelf Prospectus”) and all necessary related documents in order to qualify the Initial Shares and the Over-Allotment Shares for Distribution (as hereinafter defined) in each of the provinces and territories of Canada (collectively, the “Qualifying Jurisdictions”); and

to prepare the U.S. Prospectus (as defined below) in a form approved by the Underwriters and to file such U.S. Prospectus pursuant to Rule 424(b) under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), not later than the U.S. Securities and Exchange Commission’s (the “SEC”) close of business on the second business day following the execution and delivery of this Agreement.

The Bank will duly and validly authorize and issue the Securities. The documentation establishing the attributes of the Securities shall be satisfactory in all material respects to the Underwriters and the Bank and to their respective counsel.

The Bank shall fulfil to the satisfaction of the Underwriters’ counsel all legal requirements to be fulfilled by the Bank to enable the Securities to be offered for sale and sold to the

public in each of the Offering Jurisdictions by or through the Underwriters and other Selling Firms (as hereinafter defined) who comply with the applicable Canadian Securities Laws and U.S. Securities Laws (as defined herein).

The Underwriters may offer the Securities for sale to the public, directly and through other investment dealers and brokers (such other investment dealers and brokers are referred to herein as the “Selling Firms”), only as permitted by applicable securities acts or similar statutes of the Qualifying Jurisdictions and all regulations, rules, instruments, national and local policy statements, notices and blanket orders or rulings thereunder (collectively, the “Canadian Securities Laws”) and by the applicable securities legislation in the United States, including without limitation, the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, and any applicable state securities laws (the “U.S. Securities Laws”, and together with the Canadian Securities Laws, the “Securities Laws”), upon the terms and conditions set forth in the Canadian Shelf Prospectus, the U.S. Prospectus and this Agreement. Each of the Underwriters severally (and not jointly nor jointly and severally) represents and warrants that it has the requisite registrations or licenses under Securities Laws to distribute the Securities in each Offering Jurisdiction where it is distributing the Securities, as applicable. No person or company,

other than BMO NB, shall become an Underwriter unless (i) BMO NB has received a representation from the person or company that the person or company is not one in respect of which the Bank is a “related issuer” within the meaning of National Instrument 33-105 - Underwriting Conflicts (“NI 33-105”) and that the Bank or any “related issuer” of the Bank does not have a relationship with, the person or company, a “related issuer” of the person or company or a director, officer or partner of the person or company or of a “related issuer” of the person or company that may, in each case, lead a reasonable prospective purchaser of the Securities to question if the Underwriter and the Bank are independent of each other for the Distribution, or (ii) BMO NB and the Bank have agreed that the person or company is not one in respect of which the Bank is a “related issuer” or a “connected issuer” within the meaning of NI 33-105. Each Underwriter, other than BMO NB, by signing this Agreement represents and warrants to the Bank that it is not a person in respect of which the Bank is a “related issuer” or a “connected issuer” within the meaning of NI 33-105. The Underwriters will not solicit offers to purchase or sell the Securities so as to require registration thereof or filing of a prospectus with respect thereto under the laws of any jurisdiction (other than the Offering Jurisdictions) and will require each Selling Firm to agree with the Underwriters not to so solicit or sell. Notwithstanding the foregoing provisions of this section 3, an Underwriter will not be liable to the Bank under this section 3 with respect to a default by another Underwriter or Selling Firm appointed by another Underwriter under this section 3 if the former Underwriter is not also in default.

The Bank shall co-operate in all respects with the Underwriters to allow and assist the Underwriters to participate fully in the preparation of the Canadian Supplement, the U.S. Preliminary Prospectus, Pricing Disclosure Package (as hereinafter defined), U.S. Prospectus, any Canadian Prospectus Amendment (as hereinafter defined), any U.S. Prospectus Amendment (as hereinafter defined) and any free writing prospectus and shall allow the Underwriters to conduct all “due diligence” investigations which the Underwriters may reasonably require to fulfil the Underwriters’ obligations as underwriters and to enable the Underwriters to responsibly execute any certificate required to be executed by the Underwriters in such documentation.

The Underwriters shall also have the full cooperation of the Bank’s management to provide such assistance in marketing this offering of the Securities as they may reasonably require including in connection with the preparation of any “marketing materials” as such term is defined in National Instrument 41-101 - General Prospectus Requirements (“NI 41-101”). The Bank also agrees to approve a “template version” (as defined in NI 41-101) of any marketing materials, acting reasonably, and to file such template version on the System for

Electronic Document Analysis and Retrieval (“SEDAR”) and, if applicable, on EDGAR (as defined below), as soon as practicable and no later than on the day that such materials have or will be used.

Each of the Underwriters hereby severally (and not jointly nor jointly and severally) represents, warrants and covenants and will require each Selling Firm to represent, warrant and covenant to the Underwriters that: (a) other than the December 2022 Marketing Materials (as hereinafter defined) (modified as permitted by section 9A.3(2) of the Canadian Shelf Procedures), it has not provided, and will not, without the prior written approval of the Bank and BMO NB, provide to any potential investors any marketing materials in respect of the Securities; and (b) it will provide a copy of the Canadian Prospectus and any Canadian Prospectus Amendment to each potential investor of the Securities who received any marketing materials (including the December 2022 Marketing Materials). For the purposes of this section, “December 2022 Marketing Materials” means the written documents that constitute the template versions of marketing materials that are required to be filed with the Canadian Securities Regulators in the Qualifying Jurisdictions in accordance with the Canadian Shelf Procedures being the document dated December 12, 2022 entitled “Bank of Montreal – Treasury Offering of Common Shares – Terms and Conditions”.

The Underwriters propose to offer the Securities initially at the issue price of $118.60 per Security. After a reasonable effort has been made to sell all of the Securities at such price, the Underwriters may subsequently reduce and thereafter change, from time to time, the price at which the Securities are offered to an amount not greater than the issue price of $118.60 per Security.

During the period from the date of this Agreement until the later of (i) the completion of the Distribution of the Securities and (ii) the Closing Time, the Bank will promptly notify the Underwriters in writing of any previously undisclosed material fact (other than a material fact related solely to any of the Underwriters) required to be disclosed in the Canadian Shelf Prospectus or the U.S. Prospectus, any material change in the business, financial condition, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Bank and its subsidiaries, taken together, or any change in any matter covered by a statement contained in the Canadian Shelf Prospectus or any amendment to the Canadian Shelf Prospectus (a “Canadian Prospectus Amendment”) or in the U.S. Prospectus or any amendment to the U.S. Prospectus (a “U.S. Prospectus Amendment”), as they exist immediately prior to such change, which change is, or may be, of such a nature as to render the Canadian Shelf Prospectus or any Canadian Prospectus Amendment or the U.S. Prospectus or any U.S. Prospectus Amendment, as it exists immediately prior to such change, misleading or untrue or would result in any of such documents, as they exist immediately prior to such change, containing a misrepresentation (as defined in applicable Canadian Securities Laws), or containing any untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or which would result in any of such documents, as they exist immediately prior to such change, not complying with the laws of any Offering Jurisdiction in which the Securities are to be offered for sale, or which change would reasonably be expected to have a significant effect on the market price or value of any

securities of the Bank. The Underwriters agree, and will require each Selling Firm to agree, to cease the distribution of the Securities upon the Underwriters receiving written notification from the Bank of any change contemplated by this section and to not recommence the distribution of the Securities in any Offering Jurisdiction until (i) if such Canadian Prospectus Amendment relates to an amendment of the Canadian Prospectus, a receipt is issued by the Ontario Commission under the Passport System for a Canadian Prospectus Amendment disclosing such change or (ii) otherwise, the Canadian Prospectus Amendment disclosing such change has been finalized and approved by the Bank and the Underwriters and, in either case, in the United States, until (x) if such U.S. Prospectus Amendment relates to an amendment of the U.S. Prospectus, such U.S. Prospectus Amendment disclosing such change has been filed with the SEC or (y) otherwise, the U.S. Prospectus Amendment disclosing such change has been finalized and approved by the Bank and the Underwriters. The Bank agrees that if at any time following issuance of an Issuer Free Writing Prospectus until and including the Closing Time any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectuses or would include an untrue statement of a material fact or omit to state any material fact (except facts or information furnished in writing by the Underwriters and relating solely to the Underwriters) necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Bank will give prompt notice thereof to the Underwriters and, if requested by the Underwriters, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission. The Bank shall, to the satisfaction of the Underwriters’ counsel, promptly comply with all applicable filing and other requirements under Securities Laws in the Offering Jurisdictions and the rules of the TSX and the NYSE arising as a result of such change.

The Bank shall cause to be delivered to the Underwriters:

on the date hereof, or as soon as possible after the date hereof, copies of the Canadian Prospectus, in the English and French languages signed as required by the laws of the Qualifying Jurisdictions including, for greater certainty, copies of all documents or information incorporated by reference therein, except as otherwise publicly available on SEDAR which shall be deemed to be delivered to the Underwriters;

on the date hereof, or as soon as possible after the date hereof, copies of the Registration Statement and the U.S. Base Prospectus including, for greater certainty, copies of all documents or information incorporated by reference therein, except as otherwise publicly available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”) which shall be deemed to be delivered to the Underwriters;

forthwith when available, copies of the Canadian Supplement, in the English and French languages, signed as required by the laws of the Qualifying Jurisdictions, including, for greater certainty, copies of any documents or information incorporated by reference therein, except as otherwise publicly available on SEDAR which shall be deemed to be delivered to the Underwriters;

forthwith when available, copies of the Pricing Disclosure Package including, for greater certainty, copies of any documents or information incorporated by reference therein, except as otherwise publicly available on EDGAR which shall be deemed to be delivered to the Underwriters;

prior to 10:00 a.m. (Toronto time) on the business day next succeeding the date of this Agreement and from time to time, written and electronic copies of the U.S. Prospectus in New York City;

forthwith after the preparation thereof, duly signed copies, as applicable, of any Canadian Prospectus Amendment or any U.S. Prospectus Amendment, required to be filed or prepared under section 8 (along with, in the case of a Canadian Prospectus Amendment, copies of the certificates of authentication required by National Instrument 13-101 - System For Electronic Document Analysis and Retrieval (SEDAR)), including, for greater certainty, copies of any documents or information incorporated by reference therein, except as otherwise publicly available on SEDAR or EDGAR, as applicable, which shall be deemed to be delivered to the Underwriters;

forthwith when filed with the securities regulatory authorities, copies of any document which, when so filed, will be deemed to be incorporated by reference in the Canadian Shelf Prospectus or any Canadian Prospectus Amendment, except as otherwise publicly available on SEDAR which shall be deemed to be delivered to the Underwriters;

forthwith when filed with the securities regulatory authorities, copies of any document which, when so filed, will be deemed to be incorporated by reference in the U.S. Prospectus or any U.S. Prospectus Amendment, except as otherwise publicly available on EDGAR which shall be deemed to be delivered to the Underwriters;

at the time of the delivery to the Underwriters pursuant to this section 9 of the Canadian Supplement or any Canadian Prospectus Amendment, in each case in the French language:

an opinion of Osler, Hoskin & Harcourt LLP addressed to the Underwriters, dated the date of such document, and acceptable in form and substance to the Underwriters’ counsel, that, except for the Bank’s audited consolidated financial statements as at October 31, 2022 and 2021, together with the auditors’ report thereon and the auditors’ report on internal control over financial reporting under the standards of the Public Company Accounting Oversight Board (United States), management’s discussion and analysis for the year ended October 31, 2022 and the information set out under the heading “Consolidated Capitalization” in the Canadian Supplement and under the headings “Changes to Share Capital and Subordinated Indebtedness” and “Earnings Coverage Ratios” in the Canadian Prospectus (collectively, the “Financial Information”), the Canadian Shelf Prospectus or Canadian Prospectus Amendment, as applicable, in the French language and any document or information in the French language incorporated by reference therein is in all material respects a complete and proper translation of the English language version thereof; and

an opinion of KPMG LLP addressed to the Underwriters, dated the date of such document and acceptable in form and substance to the Underwriters’ counsel, that the Financial Information, in the French language, is in all material respects a complete and proper translation of the Financial Information in the English language;

concurrently with the execution of this Agreement and at the time of delivery of any Canadian Prospectus Amendment or any U.S. Prospectus Amendment, “long form” comfort letters of KPMG LLP dated the date hereof or the date of any Canadian Prospectus Amendment or U.S. Prospectus Amendment, as applicable, and acceptable in form and substance to the Underwriters, with respect to any financial and accounting information contained or incorporated by reference in the Canadian Shelf Prospectus, the Registration Statement, the Pricing Disclosure Package, the U.S. Prospectus, any Canadian Prospectus Amendment and any U.S. Prospectus Amendment, as applicable, which comfort letters shall be in addition to the comfort letters addressed to securities regulatory authorities, and shall be based on a review by KPMG LLP having a cutoff date not more than two business days prior to the date of the comfort letters; and

forthwith when available, but not later than December 16, 2022, in such cities and in such numbers, as the Underwriters may reasonably request, without charge, such numbers of commercial copies of the Canadian Shelf Prospectus, the Pricing Disclosure Package and the U.S. Prospectus, and forthwith when available, any Canadian Prospectus Amendment or U.S. Prospectus Amendment as the Underwriters may reasonably require, if any.

The delivery or deemed delivery by the Bank to the Underwriters of the documents referred to in clauses 9(a), 9(b), 9(c), 9(d), 9(e), 9(f), 9(g) and 9(h) hereof shall constitute:

the Bank’s representation and warranty to the Underwriters that: (i) each such document (other than the Registration Statement, the U.S. Base Prospectus, the Pricing Disclosure Package, the U.S. Prospectus or any U.S. Prospectus Amendment) at the time of its filing fully complied in all material respects with the requirements of the Canadian Securities Laws pursuant to which it was filed, (ii) no order preventing or suspending the use of any U.S. Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the SEC; (iii) the Registration Statement conforms, and the U.S. Prospectus and any further amendments or supplements to the Registration Statement and the U.S. Prospectus will conform, in all material respects to the requirements of the U.S. Securities Act and the rules and regulations of the SEC thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date as to the U.S. Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) that all the information and statements contained in each such document (except information and statements contained therein relating solely to and provided in writing by the Underwriters) are at the respective dates of delivery thereof, true and correct in all material respects, and contain no misrepresentation (as defined in applicable Securities Laws), nor do they contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (v) the Canadian Shelf Prospectus, as amended by any Canadian Prospectus Amendment, as applicable, constitutes full, true and plain disclosure of all material facts relating to the Bank, its subsidiaries and affiliates, taken together, and the Securities as required by applicable Canadian Securities Laws; (vi) the U.S. Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the U.S. Securities Act and the rules and regulations of the SEC thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact (except facts or information furnished in writing by the Underwriters and relating solely to the Underwriters) necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (vii) the Pricing Prospectus, as supplemented by the term sheet substantially in the form of Schedule “B” hereto, taken together (collectively, the “Pricing Disclosure Package”), as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus listed in clause (a) to Schedule “C” hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectuses and each such Issuer Free Writing Prospectus, each as supplemented by and taken together with the Pricing Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact (except facts or information furnished in writing by the Underwriters and relating solely to the Underwriters) necessary in order to make the statements therein, in the light of the circumstances under which they were made, not

misleading; for the purposes of this Agreement, the “Applicable Time” is 9:00 a.m. (Toronto time) on the date of this Agreement; (viii) each broadly available road show, if any, when considered together with the Pricing Disclosure Package, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (ix) the documents incorporated by reference in the Pricing Prospectus and the U.S. Prospectus, when they became effective or were filed with the SEC, as the case may be, conformed in all material respects to the requirements of the U.S. Exchange Act and the rules and regulations of the SEC thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; any further documents so filed and incorporated by reference in the U.S. Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the SEC, as the case may be, will conform in all material respects to the requirements of the U.S. Securities Act or the U.S. Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and will not contain an untrue statement of a material fact or omit to state a material fact (except facts or information furnished in writing by the Underwriters and relating solely to the Underwriters) required to be stated therein or necessary to make the statements therein not misleading; and no such documents were filed with the SEC or any of the Canadian Securities Regulators since the close of business of the SEC or such Canadian Securities Regulators on the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement, except as set forth in clause (b) to on Schedule “C” hereto;

the Bank’s representation and warranty to the Underwriters that no material information (except facts or information relating solely to the Underwriters) has been omitted therefrom which is necessary to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they were made;

the Bank’s representation and warranty to the Underwriters that the Bank is not on the date hereof and will not at the Closing Time be a financial intermediary corporation or a private holding corporation, each as defined in subsection 191(1) of the Income Tax Act (Canada); and

the Bank’s consent to the use by the Underwriters and the Selling Firms of the Canadian Prospectus, the Canadian Supplement and any Canadian Prospectus Amendment in connection with the Distribution of the Securities in the Qualifying Jurisdictions and the use by the Underwriters of the U.S. Prospectus, the Pricing Disclosure Package and any U.S. Prospectus Amendment in the United States, in each case provided such use is in compliance with the provisions of this Agreement and applicable Securities Laws.

The Bank represents and warrants to the Underwriters that:

the Bank has been duly incorporated and organized and is validly subsisting as a chartered bank under the Bank Act (Canada) and has all requisite power and authority to carry out its obligations hereunder and to authorize and issue the Securities as contemplated hereunder;

the Bank is a “reporting issuer” or has equivalent status under applicable Canadian Securities Laws in all the provinces and territories of Canada and is not on the list of defaulting issuers maintained by the applicable Canadian Securities Regulators;

the Registration Statement was declared effective by the SEC on May 26, 2022 under the U.S. Securities Act and any post-effective amendments thereto either became effective on filing or have been declared effective by the SEC; and no stop order suspending the effectiveness of such Registration Statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the SEC, and no notice of objection of the SEC to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the U.S. Securities Act has been received by the Bank;

the Bank is not, and after giving effect to the offer and sales of the Securities and application of the proceeds thereof as described in the Pricing Disclosure Package and the Prospectuses, will not be required to register as an “investment company” under the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder;

the Bank is a “foreign private issuer” within the meaning of Rule 405 under the U.S. Securities Act;

at the earliest time after the filing of the Registration Statement that the Bank or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the U.S. Securities Act) of the Securities, the Bank was not an “ineligible issuer” as defined in Rule 405 under the U.S. Securities Act;

each free writing prospectus that the Bank has filed, or is required to file, pursuant to Rule 433(d) under the U.S. Securities Act or that was used or referred to by the Bank in connection with the offer and sale of the Securities complies or will comply in all material respects with the requirements of the U.S. Securities Act and the applicable rules and regulations of the SEC thereunder. Except for the free writing prospectuses, if any, identified in Schedule “C” hereto, and electronic road shows, if any, each furnished to the Underwriters before first use, the Bank has not prepared, used or referred to, and will not, without the Underwriters’ prior consent, prepare, use or refer to, any free writing prospectus in connection with the offer and sale of the Securities;

on or before the Closing Time, all actions required to be taken by or on behalf of the Bank, including the passing of all requisite resolutions of its directors, will have occurred so as to duly authorize, execute and deliver this Agreement and the subscription agreements dated December 12, 2022 in respect of the Concurrent Private Placements and the performance of its obligations hereunder and thereunder;

on or before the Closing Time, all actions required to be taken by or on behalf of the Bank, including the passing of all requisite resolutions of its directors, shall have occurred so as to validly authorize, issue and sell the Securities and the Common Shares in respect of the Concurrent Private Placements (other than with BNPP, which is subject to the Acquisition Condition), such Securities and Common Shares having the attributes contemplated by the Canadian Shelf Prospectus and the U.S. Prospectus;

this Agreement has been duly authorized, executed and delivered by the Bank and constitutes a valid and binding obligation of the Bank, enforceable in accordance with its terms, except as enforcement thereof may be limited by general principles of equity and by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the rights of creditors generally and except to the extent that rights to indemnity under this Agreement may be limited by applicable law;

the Bank’s pending acquisition of Bank of the West does not and will not constitute a “significant” acquisition for the Bank for the purposes of Part 8 of National Instrument 51-102 – Continuous Disclosure Obligations or such that financial statements of Bank of the West would be required to be included in the U.S. Prospectus pursuant to Rule 3-05 of Regulation S-X in connection with the issuance and sale of the Securities contemplated hereby;

there has been, since October 31, 2022, no material adverse change, financial or otherwise (except as disclosed in the Prospectuses), in the business, financial condition, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Bank and its subsidiaries, taken together;

the execution and delivery by the Bank of this Agreement and the issue and sale of the Securities and the compliance by the Bank with all of the provisions of this Agreement, and the consummation of the transactions herein contemplated, will not result in a violation or breach of any of the terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Bank is a party or by which the Bank is bound or to which any of the property or assets of the Bank is subject, or result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Bank or any of its properties, except, in each case, for such conflicts, breaches, defaults and violations that would not have a material adverse effect on the business, financial position, shareholders’ equity or results of operations of the Bank and its subsidiaries considered as an entirety (a “Material Adverse Effect”) or affect the validity of

the Securities, nor will such action result in any material violation of the provisions of the Bank Act (Canada) or a violation of the by-laws of the Bank; and no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required by the Bank for the solicitation of offers to purchase Securities and the issue and sale of the Securities or the consummation by the Bank of the other transactions contemplated by this Agreement, except to the extent that the failure to obtain or make such consents, approvals, authorizations, orders, registrations or qualifications would not have a Material Adverse Effect or affect the validity of the Securities, and such consents, approvals, authorizations, orders, registrations or qualifications as have been, or will have been prior to the date of this Agreement, obtained and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws (including insurance laws of any state relating to offers and sales of securities in such state) or under applicable Canadian Securities Laws or Canadian banking laws in connection with the solicitation by any Underwriter of offers to purchase the Securities from the Bank and with purchases of the Securities by any Underwriter as principal, as the case may be, both in the manner contemplated hereby;

there is no action, suit or proceeding pending or to the knowledge of the Bank threatened against the Bank or any of its subsidiaries, which has, or may reasonably be expected in the future to have, a Material Adverse Effect, except as set forth or contemplated in the Pricing Disclosure Package and the Prospectuses, each as amended or supplemented;

KPMG LLP, which audited certain financial statements incorporated by reference into the Registration Statement, the Pricing Disclosure Package and the Prospectuses as amended or supplemented, was an independent registered public accounting firm for the period covered by such auditor’s opinion with respect to such financial statements within the meaning of the U.S. Securities Act and the regulations thereunder and the applicable Canadian Securities Laws;

the Securities, when issued, delivered and paid for in full, will be validly issued;

the Bank’s consolidated financial statements included or incorporated by reference in the Registration Statement (and any amendments or supplements thereto), the Pricing Disclosure Package and the Prospectuses as amended or supplemented, together with the related schedules and notes, comply in all material respects with applicable Securities Laws, and present fairly, in all material respects, the consolidated financial position, results of operations and changes in financial position of the Bank and its subsidiaries on the basis stated therein at the respective dates or for the respective periods to which they apply, and such statements and related schedules and notes have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, consistently applied throughout the periods involved, except as may be disclosed therein;

neither the Bank nor any of its subsidiaries or affiliates, nor any director, officer, or employee, nor, to the Bank’s knowledge, any agent or representative of the Bank or of any of its subsidiaries or affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; and the Bank and its subsidiaries and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representation and warranty contained herein;

the operations of the Bank and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements of the anti-money laundering statutes of jurisdictions where the Bank and its subsidiaries conduct business, the rules and regulations thereunder and any applicable related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Bank or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the executive officers of the Bank, threatened; and

the Bank:

represents that neither the Bank nor any of its subsidiaries (collectively, the “Entity”) or, to the knowledge of the Entity, any director, officer, employee, agent, affiliate or representative of the Entity, is an individual or entity (“Person”) that is, or is majority owned or controlled by a Person that is:

the subject of any sanctions administered or enforced by the Canadian government, the U.S. Department of Treasury’s Office of Foreign Assets Control, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor

located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan, Syria, Russia and the so-called People’s Republics of Luhansk and Donetsk); and

represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person in any manner that, to the knowledge of the Entity, will result in a violation of applicable Sanctions in the jurisdiction in which such activity is carried out by such Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).

The purchase of the Initial Shares under this Agreement shall take place at 8:00 a.m., Toronto time, on December 16, 2022, by electronic means or at the offices of Osler, Hoskin & Harcourt LLP, 63rd Floor, 1 First Canadian Place, Toronto, Ontario, or on such other date and at such other time not later than December 23, 2022, as may be agreed upon in writing between the Bank and the Underwriters (any such date and time being referred to herein as the “Closing Time”).

The Underwriters’ obligations under this Agreement are conditional upon and subject to the Underwriters’ receiving at the Closing Time:

the Initial Shares, in uncertificated form, as an instant or electronic deposit through the systems of CDS Clearing and Depository Services Inc. or in the manner directed by the Underwriters in writing, in each case, registered in the name of CDS & Co., or in such other name or names as the Underwriters may notify to the Bank in writing not less than 48 hours prior to the Closing Time, against payment to the Bank, or as the Bank may direct to the Underwriters in writing not less than 48 hours prior to the Closing Time, of the Purchase Price less the Underwriters’ Fee by electronic funds transfer or other means of providing immediately available funds in Canadian dollars in respect of the Initial Shares payable at par in Toronto;

a certificate, dated the date of the Closing Time and signed by the Treasurer, the Deputy Treasurer or the Global Head, Capital Management and Funding, or such other officer or officers of the Bank as may be acceptable to the Underwriters, certifying that (A) except as disclosed in the Prospectuses, there has been, since October 31, 2022 no material adverse change, financial or otherwise, in the business, financial condition, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Bank and its subsidiaries, taken together; and (B) since the date of the Canadian Supplement and the U.S. Prospectus, other than the Concurrent Private Placement, no transaction out of the ordinary course of business and of a nature material to the Bank and its subsidiaries on a consolidated basis has been entered into by the Bank or any subsidiary thereof;

a certificate, dated the date of the Closing Time and signed by the Treasurer, the Deputy Treasurer or the Global Head, Capital Management and Funding, or such other officer or officers of the Bank as may be acceptable to the Underwriters, certifying that (A) the Bank has complied with all terms and conditions of this Agreement to be complied with by the Bank at or prior to the Closing Time; (B) the representations and warranties of the Bank contained herein are true and correct as of the Closing Time; and (C) no order, ruling or determination having the effect of ceasing or suspending trading in the Common Shares has been issued and no proceedings for such purpose are pending or, to the best of the knowledge, information and belief of the persons signing such certificate, are contemplated or threatened;

a comfort letter from KPMG LLP dated the date of delivery and acceptable in form and substance to the Underwriters bringing the information contained in the comfort letter referred to in clause 9(j) hereof forward to the Closing Time, provided that such comfort letter shall be based on a review by KPMG LLP having a cut off date not more than two business days prior to the Closing Time;

favourable legal opinions addressed to the Underwriters, dated the date of the Closing Time, from the Bank’s counsel, Osler, Hoskin & Harcourt LLP, in form and substance satisfactory to the Underwriters, as to matters governed by the laws of British Columbia, Alberta, Ontario and Québec and from local counsel as to matters governed by the laws of the other Qualifying Jurisdictions, with respect to the incorporation of the Bank; the authorization, issue and sale of the Initial Shares; the conformity in all material respects of the attributes of the Initial Shares to those set out in the Canadian Shelf Prospectus; due appointment of the registrar and transfer agent, in respect of the Common Shares; the due authorization, execution, delivery and enforceability of this Agreement; the reporting issuer status of the Bank under the Securities Act (Ontario); the approval for listing of the Initial Shares on the TSX and the NYSE; the fulfilment of and compliance with applicable Canadian Securities Laws in connection with the sale of the Initial Shares to the Underwriters; compliance with the laws of Québec relating to the use of the French language; the obtaining of all necessary approvals in connection with the sale of the Initial Shares to the Underwriters; that the execution and delivery of this Agreement and the consummation of the transactions contemplated herein, do not and will not result in a breach of any of the provisions of the Bank Act (Canada) or the by-laws of the Bank; that the statements set out under “Eligibility for Investment” in the Canadian Supplement, subject to the assumptions, qualifications, limitations and restrictions set out therein, are accurate; all requisite corporate action has been taken by the Bank to authorize the execution and delivery of the Canadian Prospectus and the filing of the Canadian Prospectus and the Canadian Supplement under the Canadian Securities Laws; and such other matters as the Underwriters or their counsel may reasonably request, it being further understood that the Bank’s counsel may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of the Bank’s officers;

a favourable legal opinion and negative assurance letter of the Bank’s U.S. counsel, Wachtell, Lipton, Rosen & Katz LLP, in form and substance satisfactory to the Underwriters and subject to such assumptions, qualifications and limitations as are reasonable and customary in legal opinions of this type, to the effect set forth in Schedule “D” hereto;

a favourable legal opinion of Underwriters’ Canadian counsel, McCarthy Tétrault LLP, in form and substance satisfactory to the Underwriters, with respect to such matters as the Underwriters may reasonably request;

a favourable legal opinion and negative assurance letter of Underwriters’ U.S. counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP, in form and substance satisfactory to the Underwriters, with respect to such matters as the Underwriters may reasonably request;

evidence satisfactory to the Underwriters that the Concurrent Private Placements (other than with BNPP, which is subject to the Acquisition Condition) shall have closed, or will close at the Closing Time; and

evidence satisfactory to the Underwriters of the approval (or conditional approval) of the listing and posting for trading on the TSX and the NYSE of the Initial Shares, subject only to satisfaction by the Bank of customary post-closing conditions imposed by the TSX and the NYSE, as the case may be, in similar circumstances.

The Bank hereby grants to the Underwriters, in the respective percentages set out in section 21 of this Agreement, the Over-Allotment Option. The Over-Allotment Option may be exercised in whole or in part and from time to time prior to its expiry in accordance with the provisions of this Agreement by the Underwriters delivering to the Bank written notice of exercise (the “Exercise Notice”), setting out the number of Over-Allotment Shares to be purchased by the Underwriters, which notice must be received by the Bank not later than 5:00 p.m. (Toronto time) on the date that is thirty (30) days after the Closing Time. Upon the furnishing of the Exercise Notice, the Underwriters will severally (and not jointly nor jointly and severally) be committed to purchase in the respective percentages set out in section 21 of this Agreement and the Bank will be committed to issue and sell in accordance with and subject to the provisions of this Agreement the number of Over-Allotment Shares indicated in the Exercise Notice. Over-Allotment Shares may be purchased by the Underwriters only for the purpose of satisfying over-allotments made in connection with the distribution of the Initial Shares and for market stabilization purposes permitted pursuant to Canadian Securities Laws.

the Over-Allotment Shares, in uncertificated form, as an instant or electronic deposit through the systems of CDS Clearing and Depository Services Inc. or in the manner directed by the Underwriters in writing, in each case, registered in the name

of CDS & Co., or in such other name or names as the Underwriters may notify to the Bank in writing not less than 48 hours prior to the Over-Allotment Closing Time, against payment to the Bank, or as the Bank may direct to the Underwriters in writing not less than 48 hours prior to the Over-Allotment Closing Time, of the aggregate purchase price for the Over-Allotment Shares less the Underwriters’ Fee by electronic funds transfer or other means of providing immediately available funds in Canadian dollars in respect of the Over-Allotment Shares payable at par in Toronto;

a certificate, dated the date of the Over-Allotment Closing Time and signed by the Treasurer, the Deputy Treasurer or the Global Head, Capital Management and Funding, or such other officer or officers of the Bank as may be acceptable to the Underwriters, certifying that (A) except as disclosed in the Prospectuses, there has been, since October 31, 2022 no material adverse change, financial or otherwise, in the business, financial condition, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Bank and its subsidiaries, taken together; and (B) since the date of the Canadian Supplement and the U.S. Prospectus, other than the Concurrent Private Placement, no transaction out of the ordinary course of business and of a nature material to the Bank and its subsidiaries on a consolidated basis has been entered into by the Bank or any subsidiary thereof;

a certificate, dated the date of the Over-Allotment Closing Time and signed by the Treasurer, the Deputy Treasurer or the Global Head, Capital Management and Funding, or such other officer or officers of the Bank as may be acceptable to the Underwriters, certifying that (A) the Bank has complied with all terms and conditions of this Agreement to be complied with by the Bank at or prior to the Over-Allotment Closing Time; (B) the representations and warranties of the Bank contained herein are true and correct as of the Over-Allotment Closing Time; and (C) no order, ruling or determination having the effect of ceasing or suspending trading in the Common Shares has been issued and no proceedings for such purpose are pending or, to the best of the knowledge, information and belief of the persons signing such certificate, are contemplated or threatened;

a comfort letter from KPMG LLP dated the date of the Over-Allotment Closing Time and acceptable in form and substance to the Underwriters bringing the information contained in the comfort letter referred to in clause 9(j) hereof forward to the Over-Allotment Closing Time, provided that such comfort letter shall be based on a review by KPMG LLP having a cut off date not more than two business days prior to the Over-Allotment Closing Time;

favourable legal opinions addressed to the Underwriters, dated the date of the Over-Allotment Closing Time, from the Bank’s counsel, Osler, Hoskin & Harcourt LLP, as to matters governed by the laws of British Columbia, Alberta, Ontario and Québec and from local counsel as to matters governed by the laws of the other Qualifying Jurisdictions, in form and substance satisfactory to the Underwriters, in respect of the matters addressed in clause 13(e) of this Agreement and such other matters as the Underwriters or their counsel may reasonably request, it being further

understood that the Bank’s counsel may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of the Bank’s officers;

a favourable legal opinion and negative assurance letter of the Bank’s U.S. counsel, Wachtell, Lipton, Rosen & Katz LLP, in form and substance satisfactory to the Underwriters and subject to such assumptions, qualifications and limitations as are reasonable and customary in legal opinions of this type, in respect of the matters addressed in clause 13(f) hereof;

a favourable legal opinion of Underwriters’ counsel, McCarthy Tétrault LLP, in form and substance satisfactory to the Underwriters, with respect to such matters as the Underwriters may reasonably request;

a favourable legal opinion and negative assurance letter of Underwriters’ U.S. counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP, in form and substance satisfactory to the Underwriters, with respect to such matters as the Underwriters may reasonably request; and

evidence satisfactory to the Underwriters of the approval (or conditional approval) of the listing and posting for trading on the TSX and the NYSE of the Over-Allotment Shares, subject only to satisfaction by the Bank of customary post-closing conditions imposed by the TSX and the NYSE, as the case may be, in similar circumstances.

The Bank shall protect and indemnify each of the Underwriters and such Underwriter’s directors, officers, employees and agents (individually, an “Indemnified Party” and collectively, the “Indemnified Parties”) from and against all losses (other than losses of profit in connection with the resale of the Securities), claims, costs (including, without limitation, reasonable legal fees and disbursements), damages and liabilities (collectively, “Claims”) caused by or arising directly or indirectly by reason of:

any information or statement (except any information or statement furnished in writing by and relating solely to the Underwriters) contained or incorporated by reference in the Canadian Shelf Prospectus or any Canadian Prospectus Amendment or in the Registration Statement, any U.S. Preliminary Prospectus, the Pricing Prospectus, the U.S. Prospectus, any U.S. Prospectus Amendment, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the U.S. Securities Act or in any other document or material filed or delivered pursuant hereto being or being alleged to be a misrepresentation (as defined in applicable Securities Laws) or untrue or any omission or alleged omission to state therein any fact or information (except facts or information furnished in writing by the Underwriters and relating solely to the Underwriters) required to be stated therein or necessary to make any of the statements therein not misleading in light of the circumstances in which they were made;

any order made or any inquiry, investigation or proceeding commenced or threatened by any securities regulatory authority or by any other competent authority, based upon any untrue statement, omission or misrepresentation (as defined in applicable Securities Laws) or alleged untrue statement, omission or misrepresentation (except a statement, omission or misrepresentation furnishing in writing by the Underwriters and relating solely to the Underwriters) contained or incorporated by reference in the Canadian Shelf Prospectus or any Canadian Prospectus Amendment or in the Registration Statement, any U.S. Preliminary Prospectus, the Pricing Prospectus, the U.S. Prospectus, any U.S. Prospectus Amendment, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the U.S. Securities Act or in any other document or material filed or delivered pursuant hereto (except any document or material delivered or filed solely by the Underwriters) preventing or restricting the trading in or the sale or Distribution of any or all of the Securities or any other securities of the Bank in any of the Offering Jurisdictions;

the non-compliance or alleged non-compliance by the Bank with applicable Securities Laws or any of the Canadian or United States banking legislation, rules, regulations, instruments, guidelines or policies in connection with the transactions contemplated hereby; or

the breach or alleged breach of any representations, warranties or covenants of the Bank contained herein,

In order to provide for just and equitable contribution under section 130 of the Securities Act (Ontario) and the comparable provisions of any other relevant Securities Laws in circumstances in which the indemnification provided for in section 15 hereof is unavailable, in whole or in part, for any reason to an Indemnified Party in respect of any Claims (or claims, actions, suits or proceedings in respect thereof (collectively, “Proceedings”)) referred to therein, the Bank shall contribute to the amount paid or payable (or, if such indemnity is unavailable only in respect of a portion of the amount so paid or payable, such portion of the amount so paid or payable) by such Indemnified Party as a result of such Claims or Proceedings:

in such proportion as is appropriate to reflect the relative benefits received by the Bank on the one hand and the Underwriters on the other hand from the offering of the Securities; or

if the allocation provided by clause (a) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (a) above but also the relative fault of the Bank on the one hand and the Underwriters on the other hand in connection with the information, statement, omission, misrepresentation, order, inquiry, investigation, proceeding or other matter or thing referred to in section 15 hereof which resulted in such Claims or Proceedings, as well as any other relevant equitable considerations.

Whether or not the transactions herein contemplated shall be completed, all expenses of or incidental to the issue, delivery and sale of the Securities and of or incidental to all other matters in connection with the transactions herein set out, including the Concurrent Private Placements, shall be borne by the Bank. Notwithstanding the foregoing, the fees and disbursements of the Underwriters’ counsel and out-of-pocket expenses of the Underwriters shall be borne by the Underwriters, except that the Underwriters will be reimbursed by the Bank for all of these fees, disbursements and expenses, to the extent that they are reasonable, if the sale of the Securities is not completed due to any failure of the Bank to comply with the terms of this Agreement.

In addition to any other remedies which may be available to the Underwriters, any Underwriter shall be entitled, at the Underwriter’s option, to terminate and cancel, without any liability on the Underwriter’s part, the Underwriter’s obligations under this Agreement, if, during the period from the date of this Agreement to the Closing Time:

any inquiry, investigation or other proceeding is commenced or any order is issued under or pursuant to any statute of Canada or any of the Offering Jurisdictions, or otherwise, or there is any change of law, which, in the sole opinion of the Underwriters, or any of them, acting reasonably, operates to prevent or restrict the Distribution of or trading in or involving the Securities;

there has occurred any material adverse change, financial or otherwise, in the business, financial condition, affairs, operations, assets, liabilities (contingent or

otherwise) or capital of the Bank and its subsidiaries, taken together, or there should be discovered any previously undisclosed material fact (other than a material fact furnished in writing by the Underwriters and related solely to any of the Underwriters) required to be disclosed in the Canadian Shelf Prospectus or the U.S. Prospectus, and such material change, in the sole opinion of the Underwriters, or any of them, acting reasonably, would be expected to have a significant adverse effect on the market price or value of the Securities; or

there should develop, occur or come into effect any occurrence of national or international consequence, or any action, government law or regulation, inquiry or other occurrence of any nature whatsoever which seriously adversely affects, or will seriously adversely affect, Canadian or United States financial markets or the business, operations or affairs of the Bank and its subsidiaries taken together, and such event, in the sole opinion of the Underwriters, or any of them, acting reasonably, would be expected to have a significant adverse effect on the market price or value of the Securities;

All steps which must or may be taken by the Underwriters in connection with this Agreement, with the exception of steps contemplated by sections 15, 16, 18 and 22 hereof, may be taken by BMO NB on the Underwriters’ behalf, and the Bank may accept notification of any such steps from, and may deliver the Securities, if any, to or to the order of, BMO NB.

The Underwriters’ obligations under this Agreement shall be several and not joint and not joint and several.

Subject to the terms of this Agreement, the Underwriters’ obligations under this Agreement to purchase the Securities shall be apportioned amongst the Underwriters as follows:

All representations, warranties, terms and conditions of this Agreement shall also be construed as conditions, and any breach or failure to comply with any such representations, warranties, terms or conditions shall entitle any of the Underwriters, without limitation of any other remedies of the Underwriters, to terminate such Underwriter’s obligations to purchase Securities by giving written notice to that effect to the Bank at or prior to the Closing Time. It is understood that the Underwriters may waive in whole or in part, or extend the time for compliance with, any of such representations, warranties, terms and conditions without prejudice to the Underwriters’ rights in respect of any other of such representations, warranties, terms and conditions or any other or subsequent breach or non-compliance, provided that to be binding on an Underwriter any such waiver or extension must be in writing and signed by such Underwriter.

The representations, warranties, covenants, obligations and agreements of the parties contained herein or delivered pursuant hereto shall survive the purchase by the Underwriters of the Securities and shall continue in full force and effect notwithstanding any subsequent disposition by the Underwriters of the Securities. The Underwriters shall be entitled to rely on the representations and warranties of the Bank contained herein or delivered pursuant hereto notwithstanding any investigation which the Underwriters may undertake or which may be undertaken on the Underwriters’ behalf.

Any notice or other communication to be given hereunder shall, in the case of notice to the Bank, be addressed to the Bank at Bank of Montreal, 100 King Street West, 1 First Canadian Place, 10th Floor, Toronto, Ontario M5X 1A1, Attention: Senior Manager, Corporate Funding, and, in the case of notice to the Underwriters, be addressed to BMO Nesbitt Burns Inc., 1 First Canadian Place, 100 King Street West, 4^th Floor Podium, P.O. Box 150, Toronto, Ontario, M5X 1H3, Attention: John Manning, and to the other persons indicated on Schedule “A” hereto at the addresses and in the manner therein set out. Any such notice or other communication shall be in writing, and unless delivered personally to a responsible officer of the addressee, shall be given by courier service, facsimile or other electronic transmission, and shall be deemed to have been received, if given by facsimile or other electronic transmission, on the day of sending (if such day is a business day and such sending occurs before or during business hours of the addressee and, if not, on the next business day following the sending thereof) and, if given by courier service, on the next business day following the sending thereof.

The Bank shall not, without the prior written consent of BMO NB, which consent will not be unreasonably withheld, authorize, issue or sell or announce their intention to so authorize, issue or sell any Common Shares or securities convertible or exchangeable for or exercisable into Common Shares or enter into any agreement or arrangement under which the Bank will acquire or transfer to another, in whole or in part, any of the economic consequences of ownership of Common Shares, whether that agreement or arrangement may be settled by the delivery of Common Shares or other securities or cash, or agree to become bound to do so, or disclose to the public any intention to do so, for a period from today until 90 days following the Closing Time, except (i) the Common Shares issuable pursuant to the offering of Initial Shares and pursuant to the Over-Allotment Option, (ii) the Common Shares issuable pursuant to the Concurrent Private Placements, (iii) as may be granted, issued or delivered pursuant to the Bank’s existing share-based incentive plans or compensation arrangements, including, without limitation, Directors’, Officers’ or Employee Stock Options and employee stock purchase plan deductions, (iv) pursuant to rights or obligations under securities or instruments outstanding as of the date hereof, (v) debt and preferred equity instruments that are considered non-viability contingent capital or bail-in instruments and Common Shares issuable pursuant to the terms and conditions thereof; or (vi) pursuant to the Bank’s dividend reinvestment and share purchase plan.

At the Closing Time, the Underwriters will provide such declarations as to the beneficial ownership of the Common Shares as the Bank may require in connection with Part VII of the Bank Act (Canada), provided that the Bank delivers to the Underwriters at least 3 business days prior to the date of the Closing Time a form of declaration to be signed by purchasers of the Common Shares.

In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as hereinafter defined) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as hereinafter defined) under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 48.3(b); or

a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 48.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the U.S. Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

National Bank Financial Inc., or an affiliate thereof, owns or controls an equity interest in TMX Group Limited (“TMX Group”) and has a nominee director serving on the TMX Group’s board of directors. As such, such investment dealer may be considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX Group, including the Toronto Stock Exchange, the TSX Venture Exchange and the Alpha Exchange. No person or company is required to obtain products or services from TMX Group or its affiliates as a condition of such dealer supplying or continuing to supply a product or service.

Time shall be of the essence of this Agreement.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, and the courts of such province shall have exclusive jurisdiction over any dispute hereunder.

The Bank hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Securities. The Bank further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Bank, its management, shareholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of the purchase and sale of the Securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Bank, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Bank hereby confirms its understanding and agreement to that effect. The Bank and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Bank regarding such transactions including, but not limited to, any opinions or views with respect to the price or market for the Securities, do not constitute advice or recommendations to the Bank. The Bank hereby waives and releases, to the fullest extent permitted by law, any claims that the Bank may have against the Underwriters with respect to any breach or alleged breach of any fiduciary or similar duty to the Bank in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions.

This Agreement may be executed in several counterparts bearing a manual, facsimile or other electronic signature, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

This Agreement constitutes the entire agreement between the parties pertaining to the subject matters of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no conditions, warranties, representations or other agreements between the parties in connection with the subject matter of this Agreement (whether oral or written, express or implied, statutory or otherwise) except as specifically set out in this Agreement.

  By:

  Name:  

  Title:

Bank of Montreal

Treasury Offering of Common Shares

December 12, 2022

A final base shelf prospectus and related Canadian preliminary prospectus supplement containing important information relating to securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable Canadian shelf prospectus supplement that has been filed, is required to be delivered with this document.

This document does not provide full disclosure of all material facts relating to the securities offered or the offering described herein. Investors should read the final base shelf prospectus, any amendment and any applicable Canadian shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this document relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and the other documents that the issuer has filed has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents free of charge by visiting the SEC’s website at http://www.sec.gov. Alternatively, the issuer, any underwriter, or any dealer participating in the offering will arrange to send you the prospectus (as supplemented by the prospectus supplement) if you request it by contacting BMO Capital Markets Corp., by telephone at (800) 414-3627 or by email at bmoprospectus@bmo.com,

Copies of the final base shelf prospectus, registration statement on Form F-3, and the applicable prospectus supplements may be obtained upon request in Canada by contacting BMO Nesbitt Burns Inc. (“BMO Capital Markets”), Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 by telephone at 905-791-3151 Ext 4312 or by email at torbramwarehouse@datagroup.ca, and in the United States by contacting BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42^nd Street, 32^nd Floor, New York, NY 10036, or by telephone at (800) 414-3627 or by email at bmoprospectus@bmo.com. You may also get these documents for free by visiting SEDAR at www.sedar.com or EDGAR on the SEC website at www.sec.gov.

Bank of Montreal (“BMO” or the “Bank”).

Treasury offering of 11,805,000 common shares (the “Common Shares”) (13,575,750 Common Shares if the Over-Allotment Option (as defined below) is exercised in full).

C$118.60 per Common Share.

C$1,400,073,000 (or C$1,610,083,950 if the Over-Allotment Option is exercised in full).

The Bank has granted the Underwriters an option, exercisable, in whole or in part, at any time until and including 30 days following Closing, to purchase up to an additional 15% of the Offering at the Offering Price to cover over-allotments, if any.

Concurrent with the Offering, the Bank will issue, at the Offering Price, approximately C$1.75 billion of Common Shares to investors consisting of Caisse de dépôt et placement du Québec, OMERS, Alberta Investment Management Corporation, Healthcare of Ontario Pension Plan, Public Sector Pension Investment Board, Canada Pension Plan Investment Board, and BNP Paribas SA on a private placement basis (the “Concurrent Private Placement”). Each of the purchasers of Common Shares pursuant to the Concurrent Private Placement will also be paid a commitment fee of 3.5% of the aggregate purchase price for the common shares for which it has subscribed. The Common Shares sold pursuant to the Concurrent