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Apr 28, 2026, 4:00 PM EST
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AGM 2025

Apr 11, 2025

George Cope
Chair of the Board, Bank of Montreal

Good morning, everyone, and good morning also to all shareholders, and welcome to the 2025 Annual Meeting of Shareholders of the Bank of Montreal. My name is George Cope, and I have the honor of serving as your Chair of the Board of Directors, and I call this meeting to order. We would like to begin today's meeting with a land acknowledgment by Mike Bonner, Head of BMO's Personal and Business Banking in Canada and Co-Chair of BMO's Indigenous Advisory Council. Mike.

Mike Bonner
Head of Personal and Business Banking, Bank of Montreal

Annie Buzu, hello and greetings. My name is Mike Bonner, and I am the Head of BMO's Personal and Business Banking here in Canada. To start important events like today's meeting here in Toronto, it is respectful to do a land acknowledgment to recognize the home, the traditional territories, and the treaties of the First Peoples. We're here at BMO Academy, a unique learning hub. It's a place where education through inclusion and awareness and understanding is of paramount importance. Indigenous art and stories are thoughtfully displayed throughout the building. It's also a place where we've incorporated Indigenous wellness practices such as smudging. Looking forward, BMO Academy will continue to be a place of significance to Indigenous employees, visitors, and allies as we complete the Gord Downie and Chanie Wenjack legacy space, incorporating Indigenous placemaking.

We acknowledge the original caretakers and inhabitants of these lands, and we're committed to meaningful reconciliation. Just like Chicago, Milwaukee, and Ottawa, Toronto's name is rooted in Indigenous language. It means where trees stand in water in the Mohawk language. The Ojibwe also refer to Takaranto as the meeting place. Today, we are gathered on Treaty 13 land for our annual meeting of shareholders, and we acknowledge that this place has been the traditional territory for Indigenous nations, including the Chippewas, the Huron-Wendat, the Haudenosaunee, the Anishinabek, and the Mississaugas of the Credit. This territory is also the home of many other First Nations, Métis, and Inuit people. Migwich, merci, and thank you. Enjoy your gathering.

George Cope
Chair of the Board, Bank of Montreal

Thank you, Mike. Mike's here too, and I guess I saw him earlier, the crowd. There we are. Thank you to all of our shareholders for joining us this morning. We obviously very much appreciate your interest and participation in the bank, or actually in your bank. I'm joined on stage by Darryl White, our Chief Executive Officer; Tayfun Tuzun, our Chief Financial Officer; Sharon Howard Laird, our General Counsel; and Paul Noble, our Corporate Secretary. Members of the bank's Board of Directors and the bank's senior management team are joining us today as well. Members of the board will be introduced when it's time for election of directors. The Secretary has confirmed that notice of this meeting was duly given in accordance with the Bank Act and that a quorum of shareholders, as prescribed by the bylaws of the bank, is present in person or represented by proxy.

I therefore declare this meeting to be properly constituted for the transaction of business. With the consent of the meeting, I appoint Stephen Gilbert and Karen LaBerge, representatives of Computershare, who are joining us today to act as scrutineers for the meeting, and Paul Noble, our Corporate Secretary, to act as Secretary. The shareholders' auditors for Fiscal 2024, KPMG LLP, are also joining us today, and we thank them for their service. I will now turn it over to our Corporate Secretary, Paul Noble, for some of the meeting's procedures. Paul, over to you.

Paul Noble
Corporate Secretary, Bank of Montreal

Thank you, Chair. Closed captioning is being provided over the webcast, and the meeting is being broadcast in both official languages. Most of our shareholders submit their proxy or voting instructions in advance of the meeting, with only a small number choosing to vote their shares at the meeting. I will first describe how voting will occur, and second, how shareholders can ask questions. When you registered for the meeting, you should have received a paper ballot. The ballot covers the items described in the management proxy circular being voted on today. Alternatively, if you registered in advance with Computershare, you may log into the online platform and vote from your mobile device while in the meeting. If you vote online today and also complete a paper ballot, the paper ballot will be given priority.

If you want to vote in person by ballot and did not receive a paper ballot at registration, please raise your hand, and a representative from Computershare will give you one. Those of you participating in the meeting online can vote using the online voting platform. Only registered shareholders and proxy holders who registered in advance with Computershare are eligible to vote during the meeting. If you voted in advance of the meeting, your voting instructions have been recorded, and you do not need to do anything further. Detailed instructions on how to log into the meeting as either a registered shareholder or a proxy holder can be found on our investor relations website, the URL of which is now on the screen.

For those who have entered the registered shareholder and proxy holder section of the voting platform, when you choose the voting icon, the meeting resolutions will be displayed. To vote, choose one of the voting options. Voting will remain open during the formal voting portion of the meeting. You may vote on any or all agenda items and change your vote at any time during this period. If you've logged on as a guest, you will not be able to vote at the meeting. Registered shareholders and proxy holders participating by webcast may ask their questions in writing or verbally by clicking on the messaging tab at the top of the webcast page. Insert your question into the messaging box. We will read aloud your name and your question.

If you wish to address the meeting verbally, insert into the messaging box your phone number and question topic and your preferred language. The webcast operator will call you at the number you provided, and you will hear an automated message with instructions on joining the queue. Please mute the sound on your computer. When you are invited to ask your question, you will hear a beep, and your phone will be unmuted. To avoid feedback, please do not use a speakerphone and use a handset or a headset. Shareholders attending the meeting in person who may want to ask a question regarding an item of business that is before the meeting should line up behind one of the microphones in the meeting hall at the appropriate time. You may ask your questions once the Chair invites you to do so.

Questions of a more general nature and not related to the formal business of the meeting will be addressed during the 30-minute question and answer session following the formal business of the meeting. To ensure that everyone has an opportunity to speak or ask a question, I remind you that our meeting procedures limit each speaker to two minutes. Any questions not answered will be answered following the meeting. You can also join our meeting this morning in listen-only mode by calling into our English or French language phone lines. The numbers are on your screen now and are also on our website. Phone lines are listen-only, and you cannot vote or ask questions over the phone lines. On behalf of those speaking today, I note that their comments may include forward-looking statements which involve assumptions that have inherent risks and uncertainties.

Actual results may differ materially from forecasts, projections, or conclusions in the forward-looking statements. I would remind listeners that the bank uses non-GAAP financial measures to arrive at adjusted results. Management measures performance on a reported and an adjusted basis and considers both to be useful in assessing underlying business performance. Unless otherwise noted, speakers will be referring to adjusted results in their remarks. Details regarding forward-looking statements and non-GAAP financial measures are on screen and can also be found in the bank's 2024 annual report as updated in our First Quarter 2025 report to shareholders.

George Cope
Chair of the Board, Bank of Montreal

Great. Thank you, Paul. We would like to thank the many registered and beneficial shareholders who took the time to vote by proxy prior to the meeting today. The agenda today will consist of an address by the bank's CEO, Darryl White, followed by the submission of the bank's 2024 annual financial statements. There will then be three resolutions proposed by management. First, to elect the Board of Directors for next year. Second, to appoint the shareholders' auditors for Fiscal 2025. Third, to consider an advisory resolution on the bank's approach to executive compensation. We will then consider the shareholder proposals. There were 10 shareholder proposals submitted this year. Seven proposals were submitted for a vote, and three were withdrawn. Four of the proposals going to vote are from MEDAC.

One is from Share on behalf of the Pension Plan of the United Church of Canada and PFA Pension, and one is from Investors for Paris Compliance on behalf of Sala Friends Fiduciary Corporation and Van City Investment Management, and one is from Van City Investment Management. The shareholder proposals will be addressed following the votes on the three resolutions proposed by management. Following that, as our Secretary mentioned, we will have time for a 30-minute question and answer period. I would like now to pass the podium over to our Chief Executive Officer, Darryl White.

Darryl White
CEO, Bank of Montreal

Thank you, Chairman. Bonjour à tous.

Good morning, everyone.

To welcome you all to BMO Academy, our new flagship learning and events center right here in the heart of downtown Toronto. It's just one investment of many that we made last year to deepen our winning culture at BMO, and we're very proud to host you all here today. Of course, investment in our bank reached far beyond these four walls in 2024, our 207th year of serving customers. À titre de huitième banque.

As North America's eighth largest bank, we are leveraging the strength of our CAD 1.5 trillion balance sheet, the reach of our diversified banking franchises in Canada, the United States and select international markets, and the extraordinary talent of our team members, all to help our growing base of customers and the communities we serve make real financial progress.

The current environment shortly. First, let me take a few moments to reflect on Fiscal 2024. The resilience of our platform was put to the test by geopolitical, economic challenges, restrictive interest rates, higher costs of living, geopolitical tensions, and even extreme weather impacting markets, communities, and the people and the businesses at their heart. We took action to dynamically manage our business and support our customers. This resulted in record pre-provision pretax earnings of CAD 13.4 billion, with growth across all of our operating groups. We delivered on our commitment to positive operating leverage as we did in five of the last six years. We improved our efficiency ratio by almost 100 basis points to 58.6%, with good revenue growth and sustained cost discipline. We accelerated growth in our customer base, including meaningfully growing customer deposits, solid indicators of the strength and the health of our franchise.

We increased our dividends by 6%, a proud continuation of our 196-year record of uninterrupted dividend payments, the longest of any company in Canada. BMO has a long track record of strong risk management, and we continue to prudently manage our business for emerging risks. We've outlined a clear path to rebuilding our return on equity, and we've seen good progress in the first quarter of 2025. Nous visons à maintenir notre.

We are delivering improved performance in our U.S. segment. We're maintaining our momentum with positive operating leverage and allocating capital with discipline to fuel profitable growth.

Our financial product services and advice team, BMO is well positioned to help our customers, to help our customers make real financial progress. During periods of uncertainty, especially now with recent tariff announcements and rising trade conflict between the United States and its global trading partners, helping our clients make progress has been even more valuable. This work is underpinned by our values and our purpose to boldly grow the good in business and life. Nous sommes déterminés à favoriser le progrès.

We are committed to driving progress for a thriving economy, a sustainable future, and an inclusive society where everyone has access to opportunities. This is who we are as bankers.

Upon that foundation, we're building a digitally enabled, future-ready bank with leading efficiency, profitability, and loyalty. Of course, this isn't possible without the extraordinary people of Team BMO. This team, your team, is a competitive advantage for the bank, and we're proud of our winning culture, which continues to be recognized as one of the most admired corporate cultures in Canada by Waterstone Human Capital. Nous sommes aussi déterminés à adopt.

We're also determined to adopt ethical business practices to make sure that our teams understand that the way to meet our goals is as important as the result.

For all of us at BMO, and a key driver of our commitment to transparency, good governance, and integrity. For eight years running, we've been named as one of the world's most ethical companies by Ethisphere. This is hard-earned recognition, and I'm proud to add that we're the only Canadian bank and one of only four worldwide to be recognized. This combination of performance and ethical leadership is essential for our success, and it's reflected in our digital-first approach to innovation. Digital-first is critical to how we operate. It empowers our teams to harness technology that helps us do what we do best: to give expert advice. With our award-winning digital capabilities and a holistic vision of client service, we innovate to build loyalty and accelerate our growth.

This includes leveraging machine learning, natural language processing, and GenAI to turn data into actionable insights so that we can better serve our customers and drive value. One practical example is our cutting-edge One Client Relationship Network platform. This tool uses advanced AI systems to analyze commercial bank client data and behavior and map the trajectory of their business. This equips our bankers with insights to help our clients to see around corners, to tailor product offerings for them, and to proactively reach out with solutions. Whether you're looking to expand to international markets, searching for private equity investment, or preparing for an IPO, our teams are leveraging AI to anticipate your next move and proactively help you make your goals a reality. On the retail side, AI is also driving tangible value for our customers.

Last year, BMO Assist, our 24/7 customer support chatbot, engaged in 3 million customer interactions. Our AI-powered BMO Insights tool also helped customers better manage their finances, serving more than 200 million insights through our award-winning mobile app. This entrepreneurial spirit extends to integrating emerging applications powered by quantum computing. Recently, BMO became the first Canadian bank to join the IBM Quantum Network, helping us keep an eye beyond tomorrow as we make progress today. We do this work, we do this work in alignment with our values. Notre cadre de gestion responsable des risques.

The value. Our framework vis-à-vis AI is here to make sure that AI use is responsible, transparent, safe, and reliable. We're expecting that our providers and partners comply with these norms.

Consistently recognized. In the past year alone, BMO was named one of the world's most innovative companies by Fast Company. Earned five global retail banking innovation awards from the Digital Banker, and ranked number one in satisfaction in the J.D. Power 2024 Canada Wealth Management Digital Experience Study. As we innovate across our platform, we continue to grow in key markets across Canada and in the United States, from Newfoundland to California, from British Columbia, and the heart of the U.S. Midwest. Our teams are well positioned with the expertise, the resources, and the financial tools to help our clients grow and thrive. We're proud to be one of the most well-established, profitable businesses in Canadian history. We're one of the country's largest employers, and from the beginning, we've made meaningful contributions to nation-building projects. We've helped communities thrive and supported entrepreneurs and business owners across the Canadian economy.

That track record of progress extends across the United States as well. Today, BMO's U.S. business segment is a top 10 U.S. bank, employing more than 20,000 Americans and serving customers with a presence in key markets and through nationwide digital platforms. As we deepen our presence in newly expanded Western markets, we continue to strengthen our home base in the Midwest at the same time. We have also unified our brand so that our clients can count on a consistent BMO experience anywhere they or we do business. That BMO experience includes being there when the communities we serve need us most. From floods to fires, we have stepped up.

During the tragic Los Angeles wildfires, when our colleagues and our neighbors were experiencing staggering loss, our rapid response included a series of employee and customer support programs, as well as community giving, including a CAD 3 million pledge to community organizations in LA. The fight against the wildfires was also notable for the remarkable partnership between frontline first responders from across the U.S. and Canada. The image of Canadian water bombers fighting fires over LA was a vivid expression of the common humanity and friendship between our two countries. Le Canada et les États-Unis.

Canada and the U.S. have long benefited from a trading ecosystem that not only lowers prices for consumers but supports job creation, innovation, and prosperity for businesses and communities on both sides of the border.

We will do our part, our part to support, promote, and defend that relationship. Throughout this period of turbulence, we've served our clients with foreign exchange expertise, we've helped them optimize cash flow and liquidity, and we've advised on investment strategies and shared access to our exceptional experts. As one of the five largest commercial lenders in North America, we see the challenges and the opportunities that lie ahead in both countries. Most acutely here in Canada, the time is now for growth-friendly policies, including a more competitive taxation and competitive regulation to attract investment, enabling project development, and to help entrepreneurs, startups, and businesses scale up. The business community can help change the growing narrative about Canada being a difficult place to get big things done. In Canada, investors and developers are in urgent need of greater predictability and a faster pace of regulatory approvals. Capital craves certainty.

If investors do not have enough confidence, we will not see the job-creating and tax revenue-generating projects needed to support the high quality of life that we are experiencing today. The order of operations is clear. Creating the conditions for more private sector investment yields more tax revenue. The reverse simply is not true. When it comes to interprovincial trade, achieving truly free internal trade is projected to add up to CAD 60 billion, or 2% of GDP, to our economy, helping to create Canadian jobs and boost our self-reliance as a nation. These benefits will take time to realize, and the challenges are critical and complex. While there have been positive signals lately on interprovincial trade barriers and reforming project approvals, we have yet to see actual change that meaningfully affects the status quo.

Breaking down those barriers will require new approaches to intergovernmental cooperation, Crown Indigenous relations, and a collective degree of ambition and urgency not seen in generations, which is why we must act now. BMO is ready to help governments, companies, small businesses, communities, and households of all sizes with creative solutions to get big things done. One point of strength is our world-leading global metals and mining investment bank. For 34 years, BMO has convened the world's metals and mining and critical minerals leaders and investors to the industry's preeminent conference. With critical minerals security as a strategic imperative for the world's largest countries and companies, it's just one example of a space where BMO has a unique opportunity to make an impact.

Our commitment to building a digitally enabled, future-ready bank with leading efficiency, profitability, and loyalty, powered by a winning culture and driven by our purpose, drives us forward. On behalf of the management team and my colleagues on the board of directors, I'd like to recognize our teams all across the bank who have been staying especially close to clients in the past few weeks and months. With millions of customers relying on us, BMO is here to support you, just as we have been for more than two centuries. We do see real opportunity ahead to help elevate Canadian and American competitiveness and growth, to innovate with even faster pace and help our clients, and to drive the kind of progress that leads to thriving, sustainable, and inclusive communities. I'm confident that we can do it in 2025 and beyond. Thank you, merci.

George Cope
Chair of the Board, Bank of Montreal

Thank you, Darryl. It makes you very proud to be a shareholder, be an employee, be a board member of the company. Thank you for your leadership, and thank you, BMO, for 196 years of consecutive dividends. After all, it is a shareholders' meeting. We will now turn to some additional procedural matters. I've been informed by our transfer agent that over 373 million votes have been cast or received by proxy for both registered and beneficial shareholders in respect of the matters of business before this meeting, representing approximately 51.4% of the total outstanding shares eligible to be voted. We will conduct all votes in sequence, and later when the votes are tallied, the scrutineer will report the outcome of each vote to the meeting.

For shareholders and proxy holders who are using our online voting platforms, the polls are now open for voting and will close after our presentation of the items of business. If you have already voted or sent in a proxy, there is no need for you to do anything unless you would like to change your vote. When proxies are submitted to our registrar and transfer agents, they are counted and tabulated by their officers. Scrutineers of the meeting will then verify and report on the results. If you're online and want to ask a question, you can now type your question or your phone number, the subject matter of your question, and your preferred language into the messaging box. Now to the first item of business, the submission of the financial statements.

In March 2025, copies of the annual report for 2024 were either mailed to shareholders or made available online. The consolidated financial statements and the notes for the October 31st, 2024 year-end were included on pages 134 to 206 of the annual report, and the auditor's report therein can be found on pages 128 to 133. These will be taken as read. Are there any questions in the room related to the 2024 annual statements? Yes. Thank you.

Hokey E. Collins
Elected Chief Councillor, Kisgegas Band

Thank you, Chair.

George Cope
Chair of the Board, Bank of Montreal

You're welcome. Good morning.

Hokey E. Collins
Elected Chief Councillor, Kisgegas Band

Amirillo, good morning, and bonjour. My name is Hokey E. Collins, Sutherland Wilson, and I'm the elected chief counselor of the Kisgegas Band. I pursued elected leadership due to the repeated failures of upholding the United Nations Declaration on the Rights of Indigenous Peoples in relation to the Coastal GasLink pipeline on neighboring Wet'suwet'en land, where the principle of free, prior, and informed consent continues to be disregarded. While BMO has acknowledged the importance of FPIC and taken steps to integrate Indigenous rights into its risk management framework, the bar for implementation remains unacceptably low. Recognizing UNDRIP in policy is not enough, particularly when governments and industry actors continue to disregard it as an aspirational aspect rather than binding.

BMO must not mirror these interpretations, because if BMO is truly committed to boldly grow the good, then it must demonstrate independent leadership in upholding the full intent of AFPIC in all financing decisions that could impact Indigenous lands. It is never enough to passively follow the bad. This is not an abstract issue. Decisions made by institutions like BMO have real and immediate consequences for communities like mine. The proposed Prince Rupert Gas Transmission Pipeline, planned within 15 kilometers of my village, is expected to seek financing in the near future. My question is this: what specific measures or disclosures will shareholders see within BMO's financial statements, risk management frameworks, or auditor reports that demonstrate meaningful alignment with BMO's statement on human rights, particularly regarding AFPIC and the mitigation of risks associated with financing projects that may adversely impact Indigenous lands and communities? Thank you.

George Cope
Chair of the Board, Bank of Montreal

Thank you. I would simply say, thank you for your comments. Our financial statements meet all the requirements of disclosure, and of course, we will continue to do that. Thank you very much for your comments. Paul, did you receive any questions online or in advance of the meeting?

Paul Noble
Corporate Secretary, Bank of Montreal

We have not.

George Cope
Chair of the Board, Bank of Montreal

Great. Thank you. Which now brings me to the election of the board of directors. As determined by the board, the number of directors to be elected today is 13, with 11 having been elected previously. I would also like to recognize and thank Chris Edwards, who has served on the board since 2010 and, consistent with her board tenure, will not be standing for reelection this year. I'd also like to thank Chris for her service on the board, including chair of the nominating governance committee. Chris will be greatly missed and served you extremely well as a representative for you as shareholders of the bank. Two recently appointed directors, Diane Cooper and Brian McManus, are standing for election this year. Diane and Brian each bring significant skills and experience and will be valuable additions to your board.

You will find the biographical information about each of the nominated directors in the management proxy circular. I call on Paul Noble to present the nominees for election. I would like to ask that each of the nominees stand when their name is called and remain standing until the nomination is seconded. I also note that Eric LaFlamme is not able to join us today at the meeting.

Paul Noble
Corporate Secretary, Bank of Montreal

Thank you, Chair. I am a shareholder and proxy holder. I now nominate the following persons to be elected as directors of the bank until the next succeeding annual meeting of shareholders or until their successors are elected or appointed: Janice Babiak, Craig Broderick, Hazel Claxton, Diane Cooper, George Cope, Stephen Dent, Martin Eichenbaum, David Harquail, Eric LaFlamme, Brian McManus, Lorraine Mitchelmore, Madhu Ranganathan, Darryl White.

George Cope
Chair of the Board, Bank of Montreal

Thank you, Paul. I now call on David Gore to second the nomination.

David Gore
Shareholder, Bank of Montreal

Thank you, Chair. My name is David Gore, and I am a shareholder and a proxy holder, and I second the motion.

George Cope
Chair of the Board, Bank of Montreal

Thank you. Are there any questions in the room related to the election of the bank's board of directors? Good morning.

Chief Na'Moks
Hereditary Chief, Wet'suwet'en Nation

Good morning. My name is Chief Na'Moks. I am a hereditary chief of the Wet'suwet'en Nation. I'm concerned about the continued election of Director Lorraine Mitchelmore, who also sat on the boards of SunCor and Alberta Investment Management Corporation, AIMCO. This appears to be an obvious conflict of interest given BMO's ongoing financial of fossil fuel projects like the Coastal GasLink pipeline. AIMCO, alongside the notorious KKR, is now a part owner of the Coastal GasLink pipeline. This is my first time attending your AGM. Believe me, it will not be my last. Coastal GasLink pipeline does not have the consent of the Wet'suwet'en hereditary leadership. Please do not deny this with talking points about agreements signed with others.

As Lorraine Mitchelmore excused herself consistently from all conversation related to Coastal GasLink and LNG generally, from generally questions related to free, prior, and informed consent, given the track record of CGL in this area, free, prior, and informed consent should not be cherry-picked. The proposed phase two of Coastal GasLink LNG Canada would double the capacity of LNG exported despite evidence that there is no long-term market for it. It requires new compressor stations, including two that are on Wet'suwet'en territory. Again, these compressor stations do not have the consent of the Wet'suwet'en hereditary leadership. I have spoken to European and Asian investors about the risks associated with phase two. Their feedback was extremely interesting. Do not allow your money to enhance violence on our Yinta, our land, my home again. This will be an ongoing reputational risk for BMO.

To the board and staff here, will you make the right choice and end further financing toward expanding Coastal GasLink and LNG Canada, which only bring additional harm and destruction to my nation? Will you remove the director of your board and commit to not appointing fossil fuel compromised directors in the future? Because this clearly appears to be a conflict of interest.

George Cope
Chair of the Board, Bank of Montreal

Thank you. Thank you for the comments. Thank you for your attendance, and we are hopeful that you're a long-term shareholder of the bank, so we'll look forward to seeing you again as well. Thank you. In terms of Lorraine on the board, we'll talk about the vote in a little while, but I can assure you she, I think her vote receives will be about 98-99% of our shareholders. She will continue, of course, to serve therefore on our board as an excellent director representing all shareholders. In terms of specific, if there are ever conflicts of interest at our board, we, of course, through governance, make sure we address those, and someone is not in the room if there's an issue that we are involved with, as any directors who may have any conflicts with any companies or issues outstanding. Thank you very much.

Paul, have you received any questions on the election of bank board of directors in any other way?

Paul Noble
Corporate Secretary, Bank of Montreal

We have not.

George Cope
Chair of the Board, Bank of Montreal

Thank you. Oh, I'm sorry. I did not see you there. Good morning.

Willy Gagnon
Company Representative, MEDAC

Hello, my name is Willy Gagnon. I represent MEDAC, the Movement d'Éducation et de Défense des Actionnaires. We are shareholders of the bank. I assume that you have verified that, that there is no issue, but I ask whether the absence of a candidate for election today can create a problem. I do not know if that is the case. This is not a rhetorical question.

George Cope
Chair of the Board, Bank of Montreal

Not here at the beginning of the questions. Darryl, can you help me?

Darryl White
CEO, Bank of Montreal

Sure can. Mr. Gagnon was asking whether, and Paul, you might help out with this procedurally, the absence of one of our directors in the room today causes any particular issue with the motion. Mr. Gagnon, did I summarize that appropriately for you?

Paul Noble
Corporate Secretary, Bank of Montreal

Yeah. As the Corporate Secretary, I confirm it does not. The election put before shareholders today is valid despite the director not being able to attend.

George Cope
Chair of the Board, Bank of Montreal

Thank you for the question. Paul, anything else?

Paul Noble
Corporate Secretary, Bank of Montreal

No further questions, Chair.

George Cope
Chair of the Board, Bank of Montreal

Okay. Thank you, Paul. We'll now proceed to the vote. The bank provides for individual voting for directors. The Bank Act provides that you may vote for or withhold your vote for the election of each of the director nominees. I remind you that the board of directors recommends voting for all the nominees set out in the management proxy circular. We will pause for a few seconds to allow for the voting. Thank you. The next item of business is the appointment of the auditors for the ensuing year. To facilitate motions at this year's meeting, we have asked Valerie Doucet and Michelle Havens to move management's motions related to the appointment of the shareholders, auditors, and the advisory vote on executive compensation. I heard a phone go off.

I have to tell you, when I used to be head of Bell Canada and BCE, I loved that sound at any meeting. I never ask anyone to do anything, but I will have fun with that director after the meeting. I call on Michelle now to present the motion on the appointment of the shareholder auditors.

Michelle Havens
Head of U.S. Wealth Management, Bank of Montreal

Hello. My name is Michelle Havens, and I'm the head of the U.S. Wealth Management business and based here in Los Angeles, California. As someone who experienced personal loss from the devastating wildfires this January, I'd like to thank BMO for all the support. I'm especially proud BMO has pledged $3 million for wildfire relief, recovery, and rebuilding efforts here in Los Angeles. This commitment demonstrates BMO's deep dedication to the communities it serves. I'm a proxy holder, and I move the motion to appoint KPMG as the shareholders' auditors for the 2025 fiscal year. Thank you.

George Cope
Chair of the Board, Bank of Montreal

Thank you, Michelle. I call on David Gore to second the motion.

David Gore
Shareholder, Bank of Montreal

Thank you, Chair. I second the motion.

George Cope
Chair of the Board, Bank of Montreal

Are there any questions in the room related to the appointment of the shareholder auditors? Paul, anything from your side that's come in?

Paul Noble
Corporate Secretary, Bank of Montreal

There are no questions online.

George Cope
Chair of the Board, Bank of Montreal

Great. Thank you. We'll now move to the voting. We will pause for a moment. I recommend voting for the appointment of shareholder auditors. We will pause for a few seconds to allow for that voting again. Thank you. The third item on the agenda is the consideration of an advisory vote on the bank's approach to executive compensation. I call on Valerie Doucet to present the motion.

Valerie Doucet
Director of BMO's Language Solutions team, Bank of Montreal

Hello. My name is Valerie Doucet. I am the director of BMO's Language Solutions team. I'm also co-chair of the Alliance for Women Quebec and founder of BMO's Multilingual Group, where employees who speak different languages can connect, share their experiences, and learn from one another. I'm a shareholder and proxy holder, and I move the motion to approve the advisory vote on the bank's approach to executive compensation. Thank you.

George Cope
Chair of the Board, Bank of Montreal

Thank you, Valerie. I will call on David Gore to second the motion.

David Gore
Shareholder, Bank of Montreal

Thank you, Chair. I second the motion.

George Cope
Chair of the Board, Bank of Montreal

Great. Thank you, David. Are there any questions in the room related to the advisory vote on the bank's approach to executive compensation? Thank you, everyone. Paul, did you receive any questions in advance? Oh, I'm sorry, I missed you again. I was looking over and did not see.

Hi. My name is Gwilach Amgaboo. Welp spoke. Mr. White, fossil fuel projects like Coastal GasLink, Trans Mountain, PIGT leave Canadian taxpayers on the hook for tens of billions of dollars year after year. BMO claims to be one of the most ethical businesses for eight consecutive years. This includes the timeline of multiple violent militarized police raids on behalf of your investment, while the two Indigenous hereditary title holders clearly stated non-consent. Despite the violence against Indigenous people, violations against the environment, enormous cost overruns, and reputational damage, your compensation regime signals to Canadians that you firmly approve to privatize benefits while socializing the cost. In light of more recent tariffs, one of our closest trading partners seems to be not reliable to Canadian business. I'm wondering how you would justify an investment into something like LNG Canada phase two without a mind.

Thank you for the question. My sense is it's not related to the resolution, but I think in the spirit of a great meeting, why don't we have Mr. White address that question? We'll try to stay on the, we do have a Q&A period coming as well. Darryl, why don't we deal with that question? It seems like a fair question we might have got in the Q&A period.

Darryl White
CEO, Bank of Montreal

Yeah, thank you. I do think it's important. You know, I will go back to years ago when we declared, many years ago, in fact, when we declared that our climate ambition was to be our client's lead partner in their transition to a net zero world. We continue on that journey. We're committed to that journey, and that involves the commitment to the transition, which we do not think is binary. We know that there's not a switch that comes from old to new, and we invest in the overall transition, and so we commit to our clients through that spectrum. I will say that we've integrated environmental and social risk factors in our approach to lending, environmental and social risk factors in our approach to lending, and we do consider Indigenous consultation in those decisions as well, regardless of the project.

I won't speak to individual projects because we don't comment on client business individually, but those are principles that are alive throughout, Chairman.

George Cope
Chair of the Board, Bank of Montreal

Thank you, and thank you for the question.

Since I still have 14 seconds, maybe for clarification, I do believe that my question is relevant as your compensation speaks directly to that sort of behavior and investment directive.

Fair enough. Thank you for the comments.

Paul, did we receive? I want to look around this time. I keep missing folks. Did we receive any questions in advance of the meeting or anything online?

Paul Noble
Corporate Secretary, Bank of Montreal

No further questions, Chair.

George Cope
Chair of the Board, Bank of Montreal

I remind you that the board of directors and management recommend voting for the advisory resolution on the bank's approach to executive compensation. We will now proceed to the vote. Thank you, everyone. We will now turn to shareholder proposals. There are seven shareholder proposals going to a vote this year. I will call on each of the shareholder proponents to speak to and move their proposals. There are also three withdrawn proposals, which will be heard after we have completed the voting. To ensure that everyone has an opportunity to speak or to ask a question, I remind you that our meeting procedures limit each speaker to two minutes. As you know, supporting statements for shareholder proposals are set out in the full management proxy circular.

Shareholder proposals number one through four were submitted by MEDAC relating to public disclosure of country-by-country reporting, an advisory vote on environmental policies, the disclosure of languages spoken by employees, and the AI Code of Conduct. MEDAC's proposals and supporting statements, as well as the bank's position on the proposals, are set out in full on pages 90 to 93 of the English Management Proxy Circular and on pages 105 and 109 of the French version. Mr. Gagnon is with us this morning to make a statement and move MEDAC's motions. Mr. Gagnon, would you please address us? Thank you.

Willy Gagnon
Company Representative, MEDAC

Mr. Chairman, my name is Willy Gagnon. I represent MEDAC, the Movement d'Éducation et de Défense des Actionnaires. We are shareholders of the bank. I'm happy to be here in person. Indeed, this is one of the proposals that we had made again this year, and I will address the issue of in-person meetings later. Our proposal number one deals with the public disclosure of non-confidential information, country-by-country reporting related to our objective, which is to combat tax evasion and tax avoidance and to make more meaningful the various compensation ratios that we are requesting in another proposal. We have already made that proposal in the past, and we obtained almost 11% support, and therefore we are bringing the proposal back with the same arguments. I will not dwell on it, given that I see that there is now a timer that I have seven minutes left.

I guarantee you I don't need seven minutes. We invite all shareholders to vote on this proposal. Mr. Chairman, are we going to be voting on the proposals, the four proposals? Yes? All four? Okay. Proposal number two, advisory vote on environmental policies. We received 15%, over 15% votes in favor last year, and we still have the same arguments in favor of that proposal, that advisory vote. The same arguments as in favor of your advisory vote on compensation, which you do hold. The arguments related to advisory votes are good arguments. It would be an additional way for shareholders to have their say. It would provide shareholders with an additional channel to pronounce on the bank's work. We invite all shareholders to support this proposal. Our proposal three. Just one moment, please. Oh yes. Disclosure of languages spoken fluently by employees.

Chief Na'Moks
Hereditary Chief, Wet'suwet'en Nation

Our supporting statement related to languages that employees are required to speak. We know that when you're hiring someone, employees are required to be fluent in given languages. We know that the bank has information on that. It would cost the bank nothing to disclose that information. We are aware of the fact that we have not received much support for this proposal from shareholders of other banks and other corporations, but some corporations have already agreed to do this, just as you have agreed to disclose languages spoken fluently by directors, just as you have agreed to disclose languages spoken fluently by executives. We hoped that you would disclose the languages required of employees. This is a corporate social responsibility. The major contribution of a bank to the community is jobs, the jobs that it offers.

When, say, French is required to obtain a job, this is support for a French language community and the same for English. That is the angle from which we submit this proposal. We know that we will get less than 1%, but we would like to submit to your consideration a survey that we commissioned from Léger Marketing, which states that a very high majority of the population is in favor of disclosure of that information. It would be time for shareholders to align on what society in general wishes. We also have to consider that shareholders include a number of individual shareholders who are from the community, and it would be helpful that these interests align and that this information, which is available, which would not cost anything to disclose, be disclosed. We would invite all shareholders to support that proposal.

Willy Gagnon
Company Representative, MEDAC

Finally, proposal number four, we are asking you to adhere to the voluntary code of conduct on the responsible development and management of advanced generative artificial intelligence systems. This is a code that was developed by the federal government last year. A number of corporations have already adhered to the code, not just AI developers, but also users of AI. Indeed, the CEO referred to this in his presentation. AI is an important issue today that the bank is addressing with care. It would be good, given that the bank is already behaving ethically in respect of artificial intelligence, if the bank could adhere to that code without incurring any cost because it is already compliant. Another bank, CIBC, has already adhered to the code in response to our shareholder proposal.

Even within your board, unfortunately, he is not here today, but there is a leader of a company that, again, in response to our proposal, has already decided to adhere to the code. I would invite directors to consult your colleague who has decided to ensure that his company adheres to the code. We would hope that you would adhere to the code like CIBC, like the corporation I am referring to, and we would ask all shareholders to seriously consider voting in favor of this proposal. Mr. Chairman, thank you very much, and I will be back to deal with our two withdrawn proposals. I am returning two minutes to you.

George Cope
Chair of the Board, Bank of Montreal

Merci and thank you, and thank you always for your continued interest in the Bank of Montreal. Many, many years you've participated, so thank you. Paul, have we received any additional questions online?

Paul Noble
Corporate Secretary, Bank of Montreal

We do. We do. We have a question submitted online from Jeff Carlson, who asks, or a comment rather, and Jeff Carlson states, we continue to, this is regarding shareholder proposal number two. We continue to hear a lot of unrealistic expectations and misguided calls from shareholders and other parties for less fossil fuel investment by BMO and more renewable investment. Informed people understand that renewables will never take the place of fossil fuel energy supply, not unless everyone, including the green energy promoters, many of them attending the meeting today, commit to giving up all of their modern conveniences, drastically lowering their standard of living, and are allowing to freeze in the dark. In short, we need more investment in fossil fuel production and discovery, not less, especially from Canadian sources. I encourage BMO to expand this important investment in Canadian oil and gas projects.

Great. Thank you, Mr. Carlson, for your note. Yes, please go ahead.

Willow Prince
Education Coordinator, Indigenous Climate Action

I also have a question about proposal two on environmental policies. I am a proxy holder, and my name is Willow Prince. I am Lucille U. Frogglan from NACAS, Leewitt, and in northern BC. I'm here at the BMO AGM on behalf of my community in northern BC and Indigenous Climate Action, where I work as the education coordinator. I'm here not as an Indian Act Band Council member, but as a rights holder to the land on Yank Adene territories where Coastal GasLink is taking place. Where there are pipelines and massive extractive projects like CGL, there are man camps and incredibly high rates of sexualized violence against Indigenous women. CGL exists along my homelands where there is such a high rate of missing and murdered Indigenous women that it is known as the Highway of Tears.

CGL and BMO, as a funder, is enabling this violence against the land and Indigenous bodies through a complete disregard of free, prior, and informed consent by only seeking the approval of elected Band Council members when over half of my people and community members were in opposition to this project due to the destruction of lands and waterways. Please correct me and the United Nations if we are wrong, but free, prior, and informed consent cannot be granted by proxy entities like Band Councils. I heard a solid land acknowledgment at the start of the session and at the spheres label of most ethical company, and I am hoping this is not simply a performance.

My question is, will you commit to supporting this proposal of funding, a climate-safe future that respects Indigenous rights and protects Indigenous women through a reformation of your standards of free, prior, and informed consent?

George Cope
Chair of the Board, Bank of Montreal

Thank you for the question, Darryl. I think appropriately I should turn that to you if there is any comment you would like to make.

Darryl White
CEO, Bank of Montreal

I'll make a short comment. Thank you for your question, and thank you for your engagement. You and some of your colleagues have traveled a long way to be with us here today. Your input's important. On FPIC, you know I made the comment earlier that we consider societal engagement, Indigenous engagement into our risk practices. We also consider FPIC in our risk management policies and our processes here at the bank. As I mentioned earlier, without speaking to any particular project, because it's not our policy to do that, I can assure you that as far as both our disclosures as well as our practices are concerned in the day-to-day work that our bankers do, it's absolutely a part of our framework, as are all of the other considerations around the risks that we take.

George Cope
Chair of the Board, Bank of Montreal

Thank you. Thank you for the question. Any other questions in the room? I'm seeing none on those four. Paul, anything?

Paul Noble
Corporate Secretary, Bank of Montreal

No further questions.

George Cope
Chair of the Board, Bank of Montreal

Questions from you?

Paul Noble
Corporate Secretary, Bank of Montreal

No.

George Cope
Chair of the Board, Bank of Montreal

Great. Excellent. I remind you that for reasons stated in the Management Proxy Circular, the Board of Directors and Management recommend voting against shareholders' proposals one through four. We will now proceed with the vote. Thank you, everyone. We will now turn to shareholders' proposal number five relating to the disclosure of an energy supply ratio. The shareholder proposal was submitted by Share on behalf of the Pension Plan of United Church of Canada and PFA Pension. The proposal and its supporting statements, as well as the bank's position on the proposal, are set out in full on pages 94 and 95 of the English Management Proxy Circular and pages 110 and 111 of the French version. I understand that Amanda Carr from Share is here with us today or is here with us virtually today. Ms. Carr, please proceed with your statement and move the Share's motion.

Amanda Carr
Company Representative, United Church of Canada Pension

Thank you, Mr. Chairman. I am Amanda Carr with Share, representing the United Church of Canada Pension, which has filed proposal five along with PFA, Denmark's largest commercial pension fund. Proposal five asks BMO to disclose its energy supply ratio. This metric is defined as the bank's total financing in low carbon energy supply relative to that in fossil fuel. It allows banks to track and share with investors a dollar-to-dollar figure focused on core data related to their regular business activities. Peers RBC, National and Scotiabank, and US banks JP Morgan and Citi have already disclosed or committed to disclose their energy supply ratios. At recent AGMs for CIBC and TD, this proposal received over 37% and 38% investor support, historic highs for climate-related proposals at Canadian banks. This momentum for the ratio within the financial sector is supported by well-established methodologies and standardization.

The Institute of International Finance, with 400 members, including the Canadian Bankers Association, published a methodology for banks to disclose the ratio, and Bloomberg NEF has published implementation guidance. While we understand that recent greenwashing regulation in Canada requires further clarity, disclosing this financial metric does not pose significant risk. In our view, the transparency the ratio brings can help combat potential greenwashing concerns. BMO can provide investors with clear, decision-useful information on the full spectrum of its energy financing that includes lending and underwriting activities based on its own internal data. This is an opportunity. Canada ranks eighth globally for attracting investments in low carbon energy. Scotiabank's CEO recently noted that three out of every five energy projects planned are clean tech. Disclosure of the ratio allows shareholders to interpret BMO's approach to seizing these wonderful opportunities.

We urge shareholders to vote yes on proposal five and move the proposal. Thank you.

George Cope
Chair of the Board, Bank of Montreal

Thank you. I see a question here over at microphone number three. Please take the microphone.

Richard Brooks
Director of Climate Finance, Stand.earth

Hello. My name is Richard Brooks. I'm the Climate Finance Director with Stand.earth. In January, BMO quit the Net Zero Banking Alliance, continuing the walkback of your climate commitments. You had already jettisoned your coal financing policy, and this was very disappointing. Since 2016, BMO has financed fossil fuels to the tune of more than CAD 150 billion. You are one of the top financiers of LNG and tar sands expansion, particularly via support for pipeline companies. This includes Coastal GasLink, Trans Mountain, Energy Transfer, and Enbridge. Two weeks ago, the City of Toronto took the extraordinary step to pass a resolution officially calling on all of our Toronto headquartered banks, including BMO, to take all actions possible to reduce their financed emissions, including "by reducing their financing of fossil fuels and accelerating financial support for clean energy solutions, including renewables." Unfortunately, BMO's support for renewables barely registers, it seems.

Bloomberg reported in January that BMO's ratio stands at 0.26, just $0.26 into low carbon energy for every dollar into fossil fuels. How can you say you boldly grow the good when you are not putting in sufficient effort into funding renewables? As we try to accelerate towards a clean energy economy, you are effectively trying to slam on the brakes. National Bank's energy ratio is six times yours at 1.66. National Bank is less than half the size of BMO. Additionally, National Bank recently set a renewables financing target of CAD 20 billion by 2030. BMO has no such target. This is why I'm here to support this proposal. It is vitally important for BMO not only to disclose its energy financing ratio itself, but more importantly, to set a target and a plan in place to fix this current ratio.

You cannot be a leader if you are underfinancing renewables and the energy transition and making our climate worse by overfinancing unnecessary, short-sighted, and rights-violating fossil fuel expansion projects. Thank you.

George Cope
Chair of the Board, Bank of Montreal

Thank you. Darryl?

Darryl White
CEO, Bank of Montreal

Chairman, I would go back to my prior response. I think the commitment that we have under our climate ambition to be our client's lead partner in their transition to a net zero world is really important. I won't repeat what I've said in prior responses. The only addition I would make, Mr. Brooks, you made reference to NZBA. There, I would just comment that we did think, and it was, a very important global convening body at the outset of all of our climate work, and it no longer was as it became diluted. The exit of NZBA for us and others, or at least in our particular case, I can assure shareholders, does not deter our commitment and our client ambition that endures.

George Cope
Chair of the Board, Bank of Montreal

Thank you. Thank you.

Willy Gagnon
Company Representative, MEDAC

Mr. Chairman, Willy Gagnon, MEDAC. I was at the annual meeting of Scotiabank earlier this week. The same proposal was submitted to Scotiabank was withdrawn because in its response, the bank stated that it agreed to maintain engagement with proponents until the energy supply ratio can be disclosed. We will continue to work on adopting a standardized calculation method for the banking sector, and hence the proponents agreed to withdraw the proposal later during the meeting of Scotiabank. I understand this is not the annual meeting of Scotiabank. I'm just giving that example. Later during the annual meeting of Scotiabank, questions were asked, just like today, about the bank's withdrawal from NZBA. The CEO of Scotiabank stated, "We withdrew from NZBA because we prefer the energy supply ratio." Is this the reason why you withdrew?

What is the role of the ratio in your decision to withdraw from NZBA? I don't know if my example is clear. Please.

George Cope
Chair of the Board, Bank of Montreal

Thank you for the question. As you address, we obviously won't address another company's shareholders' meeting. I think Darryl has addressed your question. Thank you. We will move forward and make sure that our shareholders do get to vote on this topic. We'll come back and see what that recommendation is.

Willy Gagnon
Company Representative, MEDAC

Autrement dit, mon commentaire.

In other words, my comment is just that other banks are going to do it to disclose the ratio. I'm just submitting that. Thank you.

George Cope
Chair of the Board, Bank of Montreal

Thank you. Thank you for the comment and noted that some of our peers have moved in that direction. Thank you for the comment. Paul, have you heard or seen anything else that's come in?

Paul Noble
Corporate Secretary, Bank of Montreal

Yeah, no questions submitted online.

George Cope
Chair of the Board, Bank of Montreal

Okay, great. Thank you. Thank you for the excellent questions. I remind you that the Board of Directors and Management recommend against shareholder proposal number five for the reasons stated in the Management Proxy Circular. We will now proceed to the vote. Thank you, everyone, and thank you for participation in the vote. We will now turn to shareholder proposal number six relating to the disclosure of lobbying and policy influence activities. This shareholder proposal was submitted by Investors for Paris Compliance on behalf of SALA, Friends Fiduciary Corporation, and Van City Investment Management. This proposal and its supporting statements, as well as the bank's position on the proposal, are set out in full on pages 95 and 96 of the English Management Proxy Circular and pages 112 and 113 of the French version. I understand that Matt Price from Investors for Paris Compliance is here with us today.

Mr. Price, please proceed with your statement and move Investors for Paris Compliance motion.

Matt Price
Company Representative, Investors for Paris Compliance

Good morning, everyone.

Morning.

My name is Matt Price. I'm here to move this motion on behalf of Investors for Paris Compliance, on behalf of the Salao Foundation, including Van City Investment Management and Friends Fiduciary. These speeches are a little bit of a throwback to days past when people would be in the room voting, and these days the results are largely in. I think in order to showcase this great building next year, BMO should bring it back and require everyone to be here in person and vote in person. In addition, I hear that the Fairfax AGM yesterday, they were serving alcohol, which we might need here next year if Trump continues on his tariffs kick. I'd like to begin by complimenting BMO on its own work in promulgating the disclosure of climate-related lobbying. BMO GAM is doing great work on this with Volkswagen last year, for example.

BMO GAM is a member of Climate Engagement Canada and in the benchmark, it clearly lays out standards and expectations for climate-related lobbying. In your Capital Markets division, you're also requesting that your clients do greater climate-related lobbying disclosure as part of your environmental and social risk risk rating assessments. This goes back to your 2020-2021 analysis where you found that in order to meet your own targets, you're going to need supportive public policy to meet net zero, and then you committed to lobbying to do so. Congratulations on your leadership on all these fronts. The punchline, of course, is that BMO itself isn't living up to these expectations. It's not showing up in any public policy debates on climate.

It discloses very little in terms of what positions it's taking with policyholders and its membership in industry associations, which are lobbying for the expansion of fossil fuel projects, and BMO is not explaining to shareholders how it's managing those contradictions. What explains this discrepancy between what BMO is saying and asking for people on the one hand and failure to do so by itself on the other? I do think it comes down to this one word, which is courage. Unfortunately, in the past year, we've seen BMO backtrack on its coal policy. We've seen it backtrack on its membership in the NZBA.

I think there is some sort of fear in the air, and the fear in the air is because there's elected politicians who somehow believe that the laws of physics and chemistry are optional, despite the events such as the Los Angeles fires that Darryl mentioned today, which have cost upwards of $35 billion. That's just a taste of things to come. What can we do going forward? I think it does come down to needing courage. I think people believe that BMO is a different kind of bank, and I think everyone in this room believes so too. It's right there in your tagline to boldly grow the good. By focusing on the good, it means that we believe that BMO can be a force for change in the world beyond just making a profit.

By focusing on the bold, it means that we know that the world is a difficult place to be in, especially today, and we need courage to persevere. In closing, I would say this to the board, to the staff, and to management. My message is this: be bold. The world needs you. Thank you.

George Cope
Chair of the Board, Bank of Montreal

Thank you. Thank you for your comments. Any other? Yes. Thank you. Mic number three.

Gabrielle Wilms
Company Representative, Our Kids

Thank you. My name is Gabrielle Wilms, and I'm here representing For Our Kids, a national network of thousands of parents, grandparents, and caregivers driven to take climate action for our kids and future generations. I'm here today because despite BMO's slogan to boldly grow the good, your actions suggest that you care more about your relationship with the oil and gas CEOs than a safe and just world for our kids. This week, BMO sponsored the Canadian Association of Petroleum Producers' annual symposium again after Scotiabank dropped this sponsorship in 2023. CAP is known to greenwash the oil and gas industry's activities and fight against critical climate policy like the emissions cap and anti-greenwashing legislation. It has been ranked the fifth worst industry association globally for obstructing progress in climate.

CAP members are pushing the expansion of LNG, violating the sovereignty and rights of the Wet'suwet'en, Gitxan, and Gitignan nations, and other Indigenous communities, driving up pollution in a province we know has already been facing huge climate impacts and hiking up energy costs for families. Associating with CAP has deeply damaged your credibility with parents across the country. This decision calls into question BMO's commitment to achieving your net zero targets and contravenes your own lobbying policy to align with the Paris Agreement. Every week in my job, I talk to parents across the country who are new to climate action but have become activated out of love and care for their kids and communities, and they're determined to do whatever they can to create a just and healthy future for them.

These parents are also deeply worried about the path that we're on, and they feel betrayed by institutions who are failing to act responsibly and urgent as the moment requires. As fellow parents, I'm sure that you share concerns about protecting your kids as the climate crisis worsens. We're asking you to act as parents truly invested in a livable future for our kids, for your own kids, for all our kids. This means investing in real climate solutions, a rapid transition away from fossil fuels, implementing free and prior informed consent. As a first signal, we'd love to see you drop your sponsorship of CAP. My question is, how does the decision to sponsor CAP align with BMO's own internal lobbying policy, and will BMO disclose its lobbying activities as they show transparency and accountability to families across the country? Thank you.

George Cope
Chair of the Board, Bank of Montreal

Thank you for the question and very well explained. Thank you. Darryl.

Darryl White
CEO, Bank of Montreal

Chairman, and it's a good question. Thank you for it. When we talk about being our client's lead partner in the transition, that includes convening, and that includes convening bodies on, and when I say bodies, I mean convening associations, I mean clients, I mean energy advocates on both sides of the question, like the intervention that we had earlier from a shareholder online. We are involved in many associations who have different points of view, and we recognize that there are different points of view in this meeting as well. Our association there or with any of the renewable associations and the commitments we make there all lead to the same place, which is the ability to convene a conversation and not send those different points of view back into corners, we believe is absolutely crucial in a transition that we're committed to to 2050 and beyond.

That includes the conversations with the body that you referred to as well.

Gabrielle Wilms
Company Representative, Our Kids

Thank you.

George Cope
Chair of the Board, Bank of Montreal

Thank you. Paul, have we received anything online?

Paul Noble
Corporate Secretary, Bank of Montreal

No questions.

George Cope
Chair of the Board, Bank of Montreal

Okay, great. I remind you that the Board of Directors and Management recommend voting against shareholder proposal number six for the reasons stated in the Management Proxy Circular. We will now proceed to the vote, and thank you, everyone, for your constructive comments. We will now turn to shareholder proposal number seven relating to the disclosure of executive compensation pay metrics. The shareholder proposal was submitted by Van City Investment Management. This proposal and its supporting statements, as well as the bank's position on the proposal, are set out in full on pages 97 and 98 of the English Management Proxy and pages 114 and 115 of the French version. I understand that Edmund Ho from Van City has joined us virtually today. Mr. Ho, please proceed with your statement and move your motion. Thank you.

Edmund Ho
Company Representative, Van City Investment Management

Thank you, Mr. Chair. Good morning. This proposal calls for greater transparency and accountability in how BMO determines executive compensation. As shareholders, we believe executive pay practices should reflect fairness and alignment with the bank's long-term goals and values. Despite the current disclosure that BMO provides on how its executive compensation practice is based on core principles that factor in bank performance and prudent risk-taking, we disagree with BMO's opinion that this information we seek is unnecessary. While CEO pay ratios are mentioned in passing, peer comparison appears to be the primary consideration when setting the level and mix of compensation. This raises a concern that any use of internal pay metrics is merely an afterthought rather than as a complementary factor. Over-reliance on peer group comparisons can result in inflated executive compensation that fail to accurately reflect company performance or shareholder value.

We've observed a troubling trend over recent decades where executive pay levels have risen substantially, often without clear justification due to external benchmarking practices. This exposes companies to cost inefficiencies. A compensation structure comprising of low fixed pay and high variable pay does little to mitigate the upward spiral of executive pay inflation unless it is tied to robust internal benchmarks. This proposal is not about restricting executive pay. It is about providing shareholders the transparency to better evaluate pay alignment and reinforcing BMO's accountability to both shareholders and employees. Notably, peer Scotiabank already provides detailed disclosures on internal pay metrics, including the CEO to median employee pay ratio. TD Bank has also taken steps to enhance transparency in its latest proxy circular. We'd like to see BMO follow their approach to meet increasing expectations for transparency from shareholders and further strengthen its reputation as a leading institution in Canada.

I move this proposal and urge my fellow shareholders to support it. Thank you.

George Cope
Chair of the Board, Bank of Montreal

Thank you. Thank you for taking the time. Questions on the floor? Mic number two. Thank you.

Willy Gagnon
Company Representative, MEDAC

Mr. Chairman, I repeat each year that we made that very same proposal for many years. Why not publish that ratio? We calculate it, but you are in the middle of the pack, about 100, and it goes from 117 times to 20 times. We recommend between 20 and 30, but that is not the point. The point is to know whether you will publish the figure or not. We would also ask all shareholders to support this proposal, and we are happy to see that other shareholders are picking up. We would send you far too many proposals if we had to keep moving the same, but we will support this proposal.

George Cope
Chair of the Board, Bank of Montreal

Thank you. Number three, microphone. Thank you.

Hello. Hi, my name is Eve, and I am also concerned that BMO is not transparent about their pay ratios, and especially the huge executive compensation. While executive salaries grow, my people and lands diminish. My father is Wet'suwet'en Hereditary Chief Was of Kasia House from Gitemdin Clan. The community, the water, the lands, the people back home are beautiful and worth protecting. I believe that I just wanted to express that times are urgent right now. We do not have—we can't keep on adding more years to drop the degrees in Celsius of the world, like what? 2050. We have to act now as banks and governments and these—I guess I'm going to exclude extraction companies. You guys have our lives in your hands. You have future generations in your hands right now. You got to think about that.

When there's no more water, when there's going to be parts of the world that's going to be inhabitable, there's going to be more war. You really got to think about it. We do not have any more time. We are fighting for the world. We're not just thinking about our people. Be leaders. Take that jump. Take it out of your pay. Put it into renewable energies. You got to find—you guys have the money, apparently the power. You got to find a way. Oh yeah, let me just finish. Will you commit to supporting this proposal to bring more transparency to your compensation and to your financing decisions? Will you stop any financing towards Coastal GasLink pipeline phase two and LNG phase two?

Thank you. Thank you, first of all, for your question and also your passion, and we hear you very much so. Thank you. Then specifically around this resolution that was brought to the table, we will have our shareholders vote on it and follow what the shareholders are asking us to do. Thank you very much. Paul, was there any—thank you. Was there any additional?

Paul Noble
Corporate Secretary, Bank of Montreal

No further questions on this proposal.

George Cope
Chair of the Board, Bank of Montreal

I remind everyone that the Board of Directors and Management recommend voting against shareholder proposal number seven for the reasons stated in the Management Proxy Circular. We will now proceed to that vote, and once again, we very much value everyone's input. If we can go to that vote, please. That brings us to the end of the voting on the items of business before this meeting. Please complete your voting as the polls will now close in 10 seconds, evidently. You could probably even extend that to 15, but my notes say 10. I hereby declare that the polls are now closed with respect to all items of business. If you have completed a proxy ballot form, please raise it in the air, and someone from Computershare will pick it up for you. Yes. Let's take a moment and collect them, please. Got two here, three.

Any of--got one more. A couple over on the far side, one here. Thank you. The scrutineers will now count the vote and report back shortly. In the meantime, there were three withdrawn shareholder proposals. MEDAC submitted two proposals that were subsequently withdrawn after a constructive dialogue with Bank's Management. Mr. Gagnon, we would like to thank you for your willingness and availability to engage with the bank. The withdrawn proposals, including MEDAC's statement and the bank's response, are set out in pages 99 and 100 of the English Management Proxy and pages 116 to 117 of the French version. Mr. Gagnon, would you like to speak briefly about the withdrawn proposals? Merci.

Willy Gagnon
Company Representative, MEDAC

Yes, Mr. Chairman. My name is Willy Gagnon. Once again, thank you very much. I will be very brief. We are very happy that we're able to participate in this meeting in person. We understand from the bank's response to our request that in-person meetings be maintained, even if you are allowed not to have them in person. We understand from your response that you do not intend to stop having in-person meetings and that you would consider all virtual meetings only in cases of exceptional circumstances, and we are happy with that. We had also submitted another proposal requesting additional disclosure on combating forced labor and child labor, especially in your modern slavery report. In your response, you state that in fiscal year 2024, you did not identify any such issues.

This is the kind of disclosure that we would like to see in your modern slavery report, including information on the importance of those issues in your loan portfolio. I remind the meeting that the act does not require that. You are required to disclose information on modern slavery concerning your activities, but not about your loan portfolio. From your response in our exchanges with the bank, we understand that this is information that might be in your disclosure, in your report, and we hope it will be there in future. We will be reading your report on modern slavery in future with great care, and we hope to see this type of information in the report.

That is the reason why we agreed to withdraw this proposal, and we believe that we have come to an agreement with the bank, and we will read your report very attentively. Thank you very much, Mr. Chairman.

George Cope
Chair of the Board, Bank of Montreal

Invest Now submitted a proposal which was also subsequently withdrawn. The withdrawn proposal is set out in page 101 of the English Management Proxy and 118 of the French Management Proxy. I understand that Ms. Gina Papin from Invest Now is here with us today. Would you like to speak briefly on the withdrawn proposal, please? Thank you.

Gina Papin
Company Representative, Invest Now

Yes. Thank you, Mr. Chairman, and thank you for the opportunity to deliver these remarks, even though Invest Now's shareholder proposal has officially been withdrawn. Our shareholder proposal asked BMO to exit the Net Zero Banking Alliance. These are two inter- and the GFANs. These are two interrelated, UN-sponsored, and up until recently Mark Carney-led organizations whose members pledged to align their lending, investment, and other activities with decarbonization goals, including achieving net zero emissions by 2050. In other words, by joining these alliances, the banks pledged to restrict capital and to divest from oil and gas. The good news is that in January, our shareholder proposal became obsolete when six of the biggest US banks and the big five Canadian banks, including BMO, announced they were leaving the NZBA. At Invest Now, we count this as a partial victory.

Only partial because there is some bad news, which is that both the American, with the exception of Wells Fargo, and Canadian banks have stressed that leaving NZBA won't affect their net zero commitments or their determination to help achieve a net zero global economy. What does a net zero global economy mean in practice? It means drastically reducing oil and gas production and use over a short time. For a country like Canada, whose economy is extremely reliant on natural resources, especially oil and gas, a net zero global economy would be a catastrophe. Already, we are beginning to feel the impact of this pursuit of net zero by 2050: carbon taxes, soaring energy prices, emissions caps for oil and gas, deindustrialization, and widely felt economic hardship. The real-world effect of BMO's net zero policy is to eliminate oil and gas, one of Canada's most productive and prosperity-creating sectors.

Its elimination would be bad for bank shareholders and customers, industry in general, the economy, and our entire country. BMO should not continue down this net zero ideological path, which runs counter to the interests of shareholders and the public alike. Invest Now applauds BMO for exiting the net zero alliances as a first step towards moving past the madness of net zero by 2050. The fact that BMO remains committed to net zero, to decarbonization, and to the effective end of our natural resources sectors demonstrates that our work is not done. We will continue until BMO turns its back on the net zero ideology and instead prioritizes its role serving the people of Canada and the best interests of its customers and shareholders.

Boldly growing the good in this case means growing jobs, the economy, energy security, and our standard of living by investing in oil and gas. Thank you.

George Cope
Chair of the Board, Bank of Montreal

Thank you. Thank you very much. The scrutineers have completed their preliminary report on the results of voting. I now call on Stephen Gilbert of Computershare to read these results. The scrutineers' report in final form will be available to everyone after the meeting.

Darryl White
CEO, Bank of Montreal

Mr. Chair, we the undersigned scrutineers hereby confirm the following preliminary results on the votes. No director standing for election today received less than 94% of the votes cast for director. On the appointment of shareholders' auditors, approximately 92% were voted for. On the advisory resolution on the bank's approach to executive compensation, approximately 96% of the vote were for. On the shareholder proposal number one, approximately 8% voted for. For shareholder proposal number two, approximately 12% were voted for. Shareholder proposal number three, less than 1% were voted for. Shareholder proposal number four, approximately 8% were voted for. Shareholder proposal number five, approximately 32% were voted for. Shareholder proposal number six, approximately 20% were voted for. Shareholder proposal number seven, approximately 7% were voted for. We will be handing in the scrutineers' report signed by myself, Stephen Gilbert, and Karen LaBerge. Thank you.

George Cope
Chair of the Board, Bank of Montreal

Thank you. Thank you very much. I therefore declare that the 13 nominees listed in the Management Proxy Circular are all duly elected as directors. Thank you all for your confidence in us. KPMG LLP is duly appointed as auditors for the ensuing year. The advisory resolution on the bank's approach to executive compensation has been approved, and shareholder proposals number one through seven have not been approved. We value the feedback from everyone, sorry, who is a shareholder of the company, and I want to let you know that our board today found all of your comments extremely helpful, professional, and sincere, and educating. Thank you. Thank you all for taking the time. I declare the formal business of the meeting to be terminated. We will move to the question and answer session.

Questions should be a shareholder or proxy holder only and should be of interest to all shareholders and not of a personal nature. If you have a question of a personal nature, leave your name with BMO representatives, and management would be pleased to contact you at a later date. If you do have questions, please line up, as people already are, at the microphones or, of course, in the messaging box, as you've been doing throughout the meeting. Let me first go to questions that we've received online. Thank you. Paul.

Paul Noble
Corporate Secretary, Bank of Montreal

Thank you, Chair. We received a question from Jeff Carlson, who's a shareholder and proxy holder. His question is, "The U.S. government has stated recently that as a matter of policy, they are stepping up their efforts to locate, root out, and prosecute the illegal drug cartels that are threatening their borders. This includes such drug cartels that may be operating in both Mexico and Canada. We also know that TD Bank has recently been criminally charged with money laundering related to some of these illegal drug activities to the obvious detriment of its reputation and its shareholders. My question is, what specific safeguards are in place at BMO to ensure similar criminal activity is not occurring with BMO and will not occur at BMO?

George Cope
Chair of the Board, Bank of Montreal

Thank you for the question. I think Darryl would best turn that to you.

Darryl White
CEO, Bank of Montreal

Thank you. Thank you, Chairman. Thank you, Mr. Carlson, for the question. Look, I put this under the banner of financial crimes. It's a serious issue, obviously, for society. The victims are all around us, and we do, in a financial system, in some ways, sit at the nexus of it. We believe we have a lot of safeguards in place. We continue to invest in those safeguards. I would also point out, Chairman, that this is a system-wide issue, and the system is really only as strong as the weakest link across all our participants outside of the banking sector as well. The more we can thicken the defenses by strengthening critical public-private partnerships with other sectors as well of the economy, the closer we'll get to defenses against all financial crimes writ large. That's an important commitment.

George Cope
Chair of the Board, Bank of Montreal

Thank you. Paul, anything else that you've received?

Paul Noble
Corporate Secretary, Bank of Montreal

No further questions online at this time.

George Cope
Chair of the Board, Bank of Montreal

I agree. Yes, please go ahead.

Savannah Prince
Proxy Holder, Wet'suwet'en Nation

My question is for the CEO. I'm a proxy holder. My name is Savannah Prince. I am of the Wet'suwet'en Nation, and I belong to the House of Cassia and the Gitumden Clan. What would happen when, not if, the industries that BMO is invested in backfires and destroys my Yinta, my traditional territory? I get fish from the river. I harvest medicine and food from those lands. I hunt animals. I drink from the water that connects the river. In the building of CGL phase one, we have already witnessed it and experienced the impacts of violence and surveillance of myself and my relatives by the RCMP and the American private equity firm, KKR, financially backed by the big banks like you, BMO.

As CGL looks to increase its capacity and requires six compressor stations and modifications like the Wild Lake and Kitimat sites, this includes Titanium P compressor station, one of two in unceded Wet'suwet'en territory. This destruction will only be tenfold. My question is, will you commit to ensuring the right to use, benefit, and be safe on my Yinta, the right to maintain my Wet'suwet'en culture, the right to determine my life on the land and ensure the health of the land for the next generations to come by not financing Coastal GasLink phase two and all of its related infrastructure?

George Cope
Chair of the Board, Bank of Montreal

Thank you.

Darryl White
CEO, Bank of Montreal

Thank you for your thoughtful comments and your question. I can tell you that we're very respectful of those concerns and your comments. Chairman, beyond that, I don't have anything to add to the responses that I gave earlier in the meeting.

George Cope
Chair of the Board, Bank of Montreal

All right. Thank you. Thank you very much for taking the time. We are listening.

Carol Montour
Analyst, Indigenous Climate Action

Good morning. My name is Carol Montour. I'm Mohawk from Six Nations of the Grand River Territory, and I also work at Indigenous Climate Action. As noted in your land acknowledgment this morning, this is my people's traditional territory. We have a deep relationship and responsibility to the land that Toronto is now on. We have used these territories as a trade center for thousands of years. Our people are still here. When we show up in spaces like this, it's not just for us. It's for the benefit of everyone on this planet. When our Gitskan and our Wet'suwet'en relatives stand up, it's for everyone. I have a question relating to Proposal Six and BMO's lack of disclosure on lobbying activities. BMO continues to be one of the top 20 financiers of fossil fuel projects in the world.

Fossil fuel projects are not conducive to a livable future, nor do they uphold the inherent rights of Indigenous people. Our people have been sounding the alarm on climate change for decades, and the science has never been more clear that we need an immediate, rapid, and permanent phase-out of fossil fuels. In the context of trade and economic uncertainty, the solution for a secure future is not more resource extraction, but a respect for Indigenous rights and a just transition to renewable energy. In light of BMO's commitment to truth and reconciliation and support for the Paris Agreement, I want to direct this question to Mr. White, the board, but also to the shareholders in the room for support for the proposal and disclosing oil and gas lobbying practices. Thank you.

George Cope
Chair of the Board, Bank of Montreal

Thank you for your comments. It was specifically to Proposal Number Six. You have seen the results of our shareholder reviews. We, of course, will follow those, but we will also take your comments. We do take your comments seriously. At the microphone number three. Thank you.

Richard Brooks
Director of Climate Finance, Stand.earth

Richard Brooks with Stand.earth once again. I'm just going to name some—I'm just going to run through a list of projects because you've heard from folks today about a few of them, but I think it's important to name these very specifically. Prince Rupert Gas Pipeline, Cedar LNG, Sea Lisms LNG, LNG Canada phase two, Coastal GasLink phase two, the Plaque Mine LNG Project, the Port Arthur LNG Project, the Tilbury LNG Project, Galveston LNG, Rio Grande LNG. This is a list I put together just based on my knowledge of LNG projects that are being proposed across Turtle Island, Canada, and the U.S. Gas markets are soft despite the hopes and fantasies and statements of some politicians and many oil and gas executives, as I'm sure your team knows. As you know, the science says that gas does not displace coal in a cleaner way.

The science is very clear on this. BMO is not a long-term investor in the sense of a pension fund. Your risk horizon is much shorter. All of the projects that I've named represent significant stranded asset risk, particularly if we're going to keep temperatures under two degrees and we move through this energy transition. I ask you, hearing what you've heard today from the folks who have traveled so far to be here, knowing what you know of the science around climate change, knowing what you know about the market conditions in Asia and demand there for gas, as well as in Europe, and knowing that there's a projected oversupply of LNG in particular, I want to ask one very clear question. Mr. White, Daryl, will you commit today to stay out of financing new LNG projects in Canada and the United States?

George Cope
Chair of the Board, Bank of Montreal

I think we've been—I know Darryl will want to answer the question. I think we've been very clear on the shareholders and very clear on their position and very respectful of the questions. Darryl, I don't know if you want to add a specific answer to the question. It's certainly in your hands.

Darryl White
CEO, Bank of Montreal

I would just make reference, Chairman, to our Climate Institute. I have repeatedly said we're very interested in engagement. We're really respectful of the comments that we've heard today. We hope that you are engaging as well with our Climate Institute, where difficult and different views are expressed. We have heard many of them on different sides of this conversation today. I would like to offer that up as another point of convening on this particular conversation, Chairman.

George Cope
Chair of the Board, Bank of Montreal

Thank you. Thank you.

Darryl White
CEO, Bank of Montreal

I would just invite that after the meeting closes, there are many individuals here who've traveled a long way, and I think some of them would appreciate conversations to that point. Thank you.

George Cope
Chair of the Board, Bank of Montreal

Yes. Please. Thank you, Mr. Chair. Mr. White, if you can't live up to your claim of being the most ethical business, at the very least, stay accountable to Canadians when investing into non-viable projects fueled by billions in annual tax subsidies for foreign-owned energy projects. Will you stop growing the corporate welfare system but focus on ethical business practices? Thank you for the question. The comment is always, always we pursue ethical business practices. Thank you very much for the comment. Mr. White, do you have anything to add since I addressed you?

Darryl White
CEO, Bank of Montreal

I have nothing to add. Thank you for your question.

George Cope
Chair of the Board, Bank of Montreal

Thank you very much for the question. Paul, anything else you have online?

Paul Noble
Corporate Secretary, Bank of Montreal

No questions online.

George Cope
Chair of the Board, Bank of Montreal

Okay. I think I'm going to call the meeting to an end. Adjourn it. I want to thank everyone for taking the time this morning. I want to thank people for traveling the distance they did. Thank you for the support of BMO. Everyone, stay well.

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