Mr. Ralph Marranca reports

BANK OF MONTREAL ANNOUNCES PREFERRED SHARE ISSUE

Bank of Montreal has arranged a domestic public offering of $200-million of non-cumulative five-year rate reset Class B preferred shares Series 33 (non-viability contingent capital (NVCC)). The offering will be underwritten on a bought-deal basis by a syndicate of underwriters led by BMO Capital Markets. The bank has granted to the underwriters an option to purchase up to an additional $50-million of the preferred shares Series 33 exercisable at any time up to 48 hours before closing.

The preferred shares Series 33 will be issued to the public at a price of $25 per share. Holders will be entitled to receive non-cumulative preferential fixed quarterly dividends for the initial period ending Aug. 25, 2020, as and when declared by the board of directors of the bank, payable in the amount of 23.75 cents per share, to yield 3.80 per cent annually.

Subject to regulatory approval, on or after Aug. 25, 2020, the bank may redeem the preferred shares Series 33 in whole or in part at par. On Aug. 25, 2020, the dividend rate will reset and will reset thereafter every five years to be equal to the five-year government of Canada bond yield plus 2.71 per cent. Subject to certain conditions, holders may elect to convert any or all of their preferred shares Series 33 into an equal number of non-cumulative floating rate Class B preferred shares Series 34 (NVCC) on Aug. 25, 2020, and on Aug. 25 of every fifth year thereafter. Holders of the preferred shares Series 34 will be entitled to receive non-cumulative preferential floating rate quarterly dividends, as and when declared by the board of directors of the bank, equal to the then three-month government of Canada treasury bill yield plus 2.71 per cent. Subject to certain conditions, holders may elect to convert any or all of their preferred shares Series 34 into an equal number of preferred shares Series 33 on Aug. 25, 2025, and on Aug. 25 of every fifth year thereafter.

The anticipated closing date is June 5, 2015. The net proceeds from the offering will be used by the bank for general corporate purposes.