Bank of Montreal (TSX:BMO)
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Apr 28, 2026, 4:00 PM EST
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AGM 2026

Apr 15, 2026

George Cope
Chair of the Board, Bank of Montreal

Thank you, Steven. First of all, let me just begin by welcoming everyone who's joining us today, whether you are here in person, at BMO Place, or online on a webcast, or listening over the telephone lines. I am joined on stage today by Darryl White, our CEO, Chief Executive Officer, Rahul Nalgirkar, our Chief Financial Officer, Paul Noble, our General Counsel, and Pascale Elharrar, our Corporate Secretary. Members of the Bank's Board of Directors and the Bank Senior Management Team are joining us today as well. Members of the Board will be introduced when it is time for the election of directors. With the consent of the meeting, I appoint Steven Gilbert and Tara Israelson, representative of Computershare Trust Company of Canada, who are joining us today to act as the scrutineers for the meeting, and Pascale, our Corporate Secretary, to act as Secretary.

The Secretary has confirmed the notice of this meeting was duly 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. The shareholders' auditors for fiscal 2025, KPMG LLP, are also joining us today, and we thank them for their service. I will turn it over to our Corporate Secretary, Pascale, for some of the meeting's procedures. Pascale, over to you.

Pascale Elharrar
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.

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 in person this morning, 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 in to 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 in to 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 select the voting icon, the meeting resolutions will be displayed. To vote, select 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 have 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 questions tab at the top of the webcast page. Insert your question into the questions box. We will read aloud your name and your question. If you wish to address the meeting verbally, insert into the questions 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 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 question 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 question and answer session following the conclusion of 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 2025 annual report, as updated in our first quarter 2026 report to shareholders.

George Cope
Chair of the Board, Bank of Montreal

Thank you. We would like to thank the many shareholders who took time to vote by proxy for the meeting. The agenda will consist of an address by our bank CEO Darryl White, followed by the submission of the bank's 2025 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 share auditors for fiscal 2026. Third, to consider an advisory resolution on the bank's approach to executive compensation. We will then consider the shareholder proposals. There are eight shareholder proposals proceeding to a vote this year. Following this, we will hear from a representative from an organization who withdrew a shareholder proposal following a constructive conversation with the bank. We will then review the preliminary voting results.

Following the conclusion of the formal meeting, we will then, of course, as always, hold a question and answer session. With that, let me now call up our Chief Executive Officer. Darryl, if you'd join the podium and share with us your thoughts. Thank you.

Darryl White
CEO, Bank of Montreal

Thank you, Chairman, and [ Non-English content ]. Good morning. To welcome all of you here today to BMO Place. With my comments today, I will review our performance in 2025, how we positioned BMO to elevate returns and accelerate growth, and as always, how we are helping our clients make real financial progress.

Today, we are proud to be the eighth-largest bank in North America with a balance sheet of CAD 1.5 trillion. We are a digital-first, future-ready bank, driven by our constant commitment to innovation to help our customers succeed, by the strength of our teams, and by the broad diversification of our geographic presence and business activities.

BMO today is stronger, more agile, and better positioned than ever before. Over the past five years, we've outperformed peer averages across nearly every single financial metric. In 2025, we delivered strong performance, and we continued to integrate new capabilities to help our clients capture opportunities. We're doing it with our unwavering sense of purpose to boldly grow the good in business and in life. Our purpose is at the heart of how we compete, how we invest, and how we drive progress. Through 2025, global relationships evolved, economic policy shifted, and trade tensions persisted. Taken together, this contributed to continued uncertainty for individuals, for families, and for businesses who contended with affordability pressures and changing economic conditions.

Despite everything, BMO was there to support its clients, offering them expert advice and finance solutions that make our bank a first-rate institution.

Our financial performance underscores why BMO's North American platform is a key competitive advantage. We shared details of our progress at our Investor Day, hosted right here on this stage at BMO Place three weeks ago. You can find a replay of that day, plus detailed performance metrics on our investor relations website. Today, we'll focus on how that performance and the strategy driving it have built a stronger, more innovative, and future-ready bank.

Our strength is reflected in our scale, the diverse and unique mix of our businesses, and the way we have optimized our portfolio.

In 2025, we made meaningful progress against our financial and our strategic commitments by delivering strong underlying financial performance across our businesses, exercising operating discipline, and creating value for you, our shareholders. Importantly, we advanced against our number-one imperative, which we called out after Q4 of 2024, which was to strengthen our return on equity while delivering profitable earnings growth.

To achieve this, we have taken deliberate steps to improve capital efficiency, refine our execution, and build on our momentum.

Five quarters in, we've made strong progress against that goal. In 2025, we delivered both the highest ROE improvement and the strongest EPS growth compared to our peers on an adjusted basis. We continued to make more progress in the first quarter of 2026. All of that sets us well on our way to our goal of 15% ROE as we exit fiscal 2027. In turn, the strength of our performance creates the capacity to invest in the technology and the talent that supports our clients. It also allows us to sustain a strong dividend and return excess capital to shareholders. BMO continues to deliver the longest dividend payout record of any company in Canadian history, a record we are fiercely proud of.

In fact, our dividend has grown at an average rate of 9% over the last five years, which is a full 2% higher than the average of our Canadian peers. Our accomplishments in 2025 didn't end with this financial performance. We made several strategic advances that have in fact enhanced our capabilities both for today and for long-term growth. To strengthen connectivity across our businesses, we unified our businesses in the United States with our U.S. personal and business banking, our U.S. commercial, and our U.S. wealth businesses into a unified U.S. banking group with common leadership and a unified strategy. These changes are already driving benefits and they will continue to enhance client experiences and support stronger growth, profitability, and ROE over time.

Also in 2025, we added incremental private wealth capabilities to our wealth franchise with the acquisition of Burgundy Asset Management, making BMO one of the top private investment counsel businesses in Canada. We continued to innovate by implementing and scaling AI, placing powerful technology safely and responsibly in the hands of every employee, and we've been recognized by Evident AI as a global leader in AI talent development. Our disciplined integration of AI is focused on three key areas, personalization, augmentation, and automation. By empowering our people with technology that enhances decision-making, accelerates execution, and strengthens relationships, we're driving tangible results. Digital engagement is rising, processes are faster, and productivity is improving. We recently extended our innovation leadership with the launch of the BMO Institute for Applied AI & Quantum, expanding our AI talent and innovation ecosystems and deepening our research and our capabilities.

We're using AI to innovate with clarity and with purpose to drive value, and we're deploying it responsibly and in line with our risk appetite. Our incredible team continues to show up as one of the world's most ethical companies. Across the bank, our winning culture continues to outperform, ranking in the top quartile of businesses globally. This is a team that always shows up for our communities.

Last year, BMO donated CAD 124 million to support more than 1,000 charities and non-profit organizations.

personally donated an incredible CAD 36 million through our annual employee giving campaign. We're proud to support the unique needs of veterans and military families as the official bank of the Canadian defense community. As Canada continues to invest in national defense, our strong relationships and deep understandings of this community positions us to support the industry and all those who serve. We've also built on more than 30 years of working closely with Indigenous communities across Canada to advance economic empowerment and create opportunities shaped by Indigenous priorities.

Our progress across the board inspires confidence in our strategy.

We're anchoring our performance in three key enterprise priorities as we go forward. First, we're growing and deepening client relationships by delivering world-class client experience grounded in what we call One Client advice and guidance. When our clients succeed, we succeed, and we know that when we have the opportunity to serve our clients across more than one line of business, satisfaction scores consistently track higher. Second, we're innovating for business value through digital-first AI-powered solutions with products and services targeted to meet the needs of our clients. Third, we're optimizing performance through effective resource deployment and disciplined management of risk and of capital. Together, these form a future-ready plan. They elevate the experiences that we deliver to clients, they ensure that we stay at the forefront of innovation, and they sharpen how we deploy our resources.

It's important to recognize that the geopolitical environment that we and our clients operate in remains dynamic. In today's ever-changing environment, our focus is clear, to support our clients by providing them with sound advice.

Across North America, economies and governments are adapting to change, in some cases rapidly, and in other cases not rapidly enough. This is driven by shifting trade flows and technological acceleration and renewed emphasis on global competitiveness and on resilience. Trade diversification creates real opportunity. For businesses, that's access to new markets and stronger supply chains. For households, it's job creation, price stability, and greater economic security. Just as we diversify risks in our own portfolio, just as we advise our clients to diversify exposures and manage concentration, the Canadian government has recognized that the nation's business plan should give Canadian businesses more options. A binary view that some trade is good and other trade is not good is a suboptimal framework. We take the view that it's more optimal to increase options across the board, regardless of the outcome of ongoing trade reviews.

BMO has a role to play here in service of our clients. As you trade with Canada or the U.S., we've got you covered. As you trade with the rest of the world from either country, we've got you covered. There is no one-size-fits-all approach. There are only scenarios which have more or less options. We're in the business of creating more options, which is why it's good to see Canada diversifying trade, and we're here to help. Now, domestic policy choices are just as important as global ones. We've seen positive steps to reduce some inter-provincial trade barriers and establish the Major Projects Office. The opportunity now is to build on this momentum. One way to do this is for provinces to make it easier for skilled workers to go where they are needed, no matter which side of the provincial border they happened to be on.

Another way is to accelerate approvals for projects that strengthen productivity growth and resilience across the country. Speed matters. Decision-making pace measured in days and weeks matters. Decision-making pace that's measured in many months or years risks Canada being left behind in the global competition for investment. For context, the U.S. is accelerating initiatives through time-bound permitting. Canada can compete and win with clear timelines, aligned incentives, and consistent execution. As Canada's first bank, BMO has supported generations of clients through all economic cycles. With our diversified, strong, and resilient foundation, our client-centric approach, we are positioned to deliver sustainable growth and long-term value for our clients and for our shareholders. Today, guided by our purpose, powered by our people, and strengthened by our digital-first strategy, we are ready for what's next.

Thank you for your continued support and your trust, and thank you to all of our clients who move us forward every single day. [ Non-English content ].

Thank you, and have a good day.

George Cope
Chair of the Board, Bank of Montreal

Thank you, Darryl. Now, it is a shareholders meeting, and as your CEO was speaking, I think the stock hit its highest point in 197 years. You can keep talking. Very impressive. You sit here, and hopefully our shareholders sit here as well, as an owner of the bank, proud of what the company is doing and what it does every day in the community, beyond just focusing on what I started with lightheartedly in terms of the share price, but as I recall, it is a shareholders meeting. Now, let me turn to some really exciting additional procedural matters.

I have been informed by our registrar and transfer agent that over 379 million votes have been cast or received by proxy from both registered and beneficial shareholders in respect of the matters of business before this meeting, representing approximately 53.85% of the total outstanding shares eligible to be voted. We will conduct all the votes in sequence, and later when the votes are tallied, the scrutineers will report the preliminary outcome of each vote at 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.

If you have already voted or sent in a proxy and wish to change your vote during the meeting, please use the online platform to submit your new voting decision. When the proxies are submitted to our registrar and transfer agent, they are counted and tabulated by the 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 questions box. Now, to our first item of business, the submission of the 2025 financial statements. In March 2026, copies of our annual report for 2025 were either mailed to shareholders or made available online. The consolidated financial statements and notes for the October 31st, 2025, year-end were included on pages 133-202 of the annual report.

The auditor's report can be found on pages 126-129. These will be taken as read. Are there, at this point, any questions in the room related to the financial statements? Seeing none. Thank you, Pascale. Have we received any questions online?

Pascale Elharrar
Corporate Secretary, Bank of Montreal

There are no online questions relating to the financial statements.

George Cope
Chair of the Board, Bank of Montreal

Great. Thank you. This brings me now to the election of Directors for the ensuing year. As determined by the Board, the number of Directors to be elected today is 14, 13 of them who were elected previously. Tammy Brown is standing for election for the first time at this meeting. Tammy was formerly Deputy Chair of KPMG Canada's Board of Directors and was a Partner and National Industry Leader for Industrial Markets at KPMG in Canada. She was also the Partner Sponsor of KPMG's National Indigenous Peoples Network. She was appointed to the BMO Board on December 4th and joined the Board's Risk Committee. Tammy brings deep expertise in audit, accounting, finance, and government, and is a valuable addition to your Board. You will also find biographical information about each of the nominated Directors in the Management Proxy Circular.

I will now call on Pascale to present the nominees for election. I would ask that each of the nominees stand when their name is called. I also note for shareholders today that David Harquail is not able to join us.

Pascale Elharrar
Corporate Secretary, Bank of Montreal

Thank you, Chair. I'm a shareholder and proxy holder, and 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, Tammy Brown, Hazel Claxton, Diane Cooper, Stephen Dent, George Cope, Martin Eichenbaum, David Harquail, Eric La Flèche, Brian McManus, Lorraine Mitchelmore, Madhu Ranganathan, Darryl White.

George Cope
Chair of the Board, Bank of Montreal

Thank you, Directors. We will now accept questions related to the election of the bank's Board of Directors. I remind shareholders that questions of a more general nature will be answered during the question and answer section following the conclusion of the formal part of this meeting. If you have any questions on the election of the bank's Board of Directors, please make your way to one of the microphones in the room. Are there any questions in the room related to the Board? Seeing none, thank you.

Pascale Elharrar
Corporate Secretary, Bank of Montreal

George, there are no online questions relating to the election of Directors.

George Cope
Chair of the Board, Bank of Montreal

Great. We've received. Okay, thank you. 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 and management recommend voting for all the nominees set out in the proxy circular. We will now pause for a few seconds to allow for voting. Excellent. The next item of business is the appointment of the auditors for the ensuing year. To facilitate motions at this meeting, we have asked Amy Potter and Eric Ouellet to move management's motions related to the appointment of shareholder auditors and the advisory vote on executive compensation. I call on Amy to present the motion on the appointment of shareholder auditors.

Amy Potter
Director of North American Sponsorships, Bank of Montreal

Hello. My name is Amy Potter, and I'm the Director of Sponsorships here in Chicago. I'm a shareholder and a proxy holder. I move the motion to appoint KPMG as the shareholders' auditors for fiscal year 2026. Thank you.

George Cope
Chair of the Board, Bank of Montreal

Thank you, Amy. Are there any questions in the room related to the appointment of shareholder auditors? Did we receive any?

Pascale Elharrar
Corporate Secretary, Bank of Montreal

No online questions relating to the appointment of our auditors.

George Cope
Chair of the Board, Bank of Montreal

Great. Thank you. I remind you that the Board of Directors and Management recommend voting for the appointment of the Shareholder Auditors. We will now pause for a few seconds to allow for voting. Okay. Turning to the third item on the agenda is a consideration of Advisory Vote on the bank's approach to Executive Compensation. I will call on Eric Ouellet to present the motion.

Eric Ouellet
Human Resources Business Partner, BMO Financial Group

Hello. My name is Eric Ouellet, and I'm Senior Human Resources Business Partner here in Montreal. In June of this year, I'm very proud to share with you that I will be celebrating my 40 years of service at BMO. Beyond my role as Business Partner, I am Co-Chair of BMO Pride in Quebec. I am a member of the Executive Committee of BMO Pride in Canada. 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. [ Non-English content ].

George Cope
Chair of the Board, Bank of Montreal

Thank you, Eric. Are there any questions in the room related to advisory vote on the bank's approach to executive compensation? I see one. Good morning.

Willie Gagnon
Director General, MÉDAC

Mr. Chairman, Willie Gagnon, representing MÉDAC, the [Non-English content] . As is the case each year, we are intervening on this point on the agenda. Each year, we calculate the compensation ratio for all of Canada's major banks, comparing the compensation of the best-paid individual to the average compensation of employees. The bank of Montreal has the largest ratio this year because of the compensation of the President of BMO United States. At page 89 of the circular, we can see that out of the CAD 25,825,000 that are devoted to his compensation, CAD 21 million are in the column Other Compensation. In the note, it is stated that Other Compensation for 2025 includes the combination of compensation based on substitute securities to replace compensation forfeited in his previous employment. This is a budget line on which we are asking certain questions.

What is the depth of that envelope? Is there an endless quantity of money that can be drawn from that? We're wondering whether it's worth it for the bank. It's higher than the CEO's compensation, which itself grew by CAD 7 million this year. I remember last year we came to this microphone to say that we were happy that it had gone down, but now you've caught up. Of course, we're asking ourselves a lot of questions on your compensation ratio, which is the highest amongst all banks, to repeat myself. When we compare, for example, the highest compensation to the total of the bank's assets, and when we compare that figure to that of RBC, which has similar compensation, that ratio is 70% higher for BMO.

We have all kinds of questions on the decisions that have led to this situation, which we find is exceptional for BMO this year. Are there good reasons that justify such a high compensation, which the highest is not the CEO's? I would like to have some answers about that, but I'm not hoping for very much. Thank you.

George Cope
Chair of the Board, Bank of Montreal

Well, first of all, Mr. Gagnon, thank you as always for participating in our meeting. Thank you for the question. I think our position on compensation stands in the proxy. The only additional thing in fairness to your question I will add is clearly we are on a major growth strategy in the U.S., and of course, ensuring in that strategy is that our compensation recruiting of top talent continues to stay competitive, and that's reflected in what you are seeing in the proxy. Thank you for the question. Did we receive any additional questions online?

Pascale Elharrar
Corporate Secretary, Bank of Montreal

There are no questions online.

George Cope
Chair of the Board, Bank of Montreal

Okay, great. Thank you. 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. We will now turn to shareholder proposals. There are eight shareholder proposals from MÉDAC going to a vote this year. We will also hear about two withdrawn proposals 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. The shareholder proposals and their supporting statements, as well as the bank's position on each proposal, are set out in full on pages 92-102 of the English Management Proxy Circular and pages 106-118 of the French version.

Mr. Willie Gagnon is with us this morning to make a statement and move the MÉDAC's motion. I invite Mr. Gagnon to address the meeting and also make the motions set forth in the shareholder proposals. Mr. Gagnon, over to you.

Willie Gagnon
Director General, MÉDAC

[Non-English content] Mr. Chairman, good morning again. I am here to represent MÉDAC again. We are shareholders of the bank, and we have made eight proposals this year. We know that this is a lot of proposals. There are five new proposals. I won't dwell on the other three proposals that are repeat proposals that have already been made in the past and that are being moved again. I won't repeat the arguments that we've already made on this floor last year. Our first new proposal aims at strengthening shareholder participation in annual general meetings. We were faced last year with a lack of quorum in a listed company, and we wondered why shareholders are participating less in annual meetings.

Our proposal is illustrated by a graph that shows that the participation rate of institutional shareholders at annual meetings is remaining stable, whereas the participation rate of individual shareholders is going down in the whole of public companies in Canada. We would have agreed not to put this proposal to a vote had the bank agreed to publish a similar graph showing the participation rate of institutional individual shareholders. You'll understand that we're focused on our mission, which is fostering the participation of individual shareholders at annual meetings. Unfortunately, it wasn't possible to agree with the bank on publishing such a table, which would have led us not to agree not to put this proposal to a vote. The second proposal, inclusion of young people in the bank's governance bodies. We would have liked to see in the donations made by the bank to civil society organizations.

We would have liked to see the donations to organizations that provide training to young people to give them the skills to participate in Boards of Directors to increase the pool of young people among whom we could recruit Directors. That has not been the case. During our discussions with the bank, we've been given the hope that the bank may eventually donate money to organizations that participate in training young people in governance. We've identified a number of initiatives to that effect, and we would invite shareholders to support this proposal. Proposal number three, responsible performance-aligned executive compensation policy. We are suggesting a whole suite of measures to promote that goal. I don't have much else to add about that part. Proposal number five, strategic diversification of skills on the Board of Directors.

In the current state of the economy, which is in crisis, not just because of what's happening in the United States, but because of the war, it is appropriate to specifically revise the Director's skills matrix so that it's aligned on what's happening in the world. We know that the bank annually reviews its skills matrix, but we believe that this is an exercise that should be in greater depth and that should be triggered from time to time. This is what we were seeking with that proposal. Finally, the last new proposal this year, formal recognition of the Board of Directors' systemic role. We were requesting that an advisory committee be created on that subject, a committee that would be empowered to consult external experts on the systemic role. This is important, especially in the current circumstances.

As far as the repeat proposals, oversight of artificial intelligence, we had obtained almost 9% this year. We are making again our proposal on the public disclosure of non-confidential information and country reporting, for which we had obtained almost 9% of votes last year. We are making again our proposal for an advisory vote on environmental policies, for which we had obtained almost 13% last year. We would invite all shareholders to support our proposals, and we would also be interested in your comments on what we have just presented, what we are presenting each year on what we are requesting. I hope that I haven't taken too much of your time, and thank you very much for all the time that you have dedicated to me, Mr. Chairman. Thank you.

George Cope
Chair of the Board, Bank of Montreal

[ Non-English content ]. Thank you. Let me first of all say, I always just appreciate the incredible amount of work you do in terms of understanding the industry, the business, and what you put forward to shareholders. Although we'll come to the vote, a number of these items, although not necessarily passing resolution, are part of how we operate the bank. I think you're on top of what's happening in the banking community today. Thank you. Are there any other questions in the room related to Mr. Gagnon's and the motions from MÉDAC? Anything? Any online?

Pascale Elharrar
Corporate Secretary, Bank of Montreal

No questions online.

George Cope
Chair of the Board, Bank of Montreal

Great. We will now turn to the vote. I remind you that for the reasons stated in the Management Proxy Circular, the Board of Directors and Management are recommending voting against each of the shareholder proposals. We will now proceed to the vote. Thank you. That brings us to the end of the voting on the items of business before the meeting. Please complete your voting as the polls will now close apparently in 10 seconds. Anyone else over here? Nope. Yeah, no, someone's coming to receive it. You're down to three seconds. Thank you. I hereby declare that the polls are now closed with respect to all items of business. If you've completed a proxy ballot, which we've just finished, and it just picked up, we're just fine. The scrutineers will now count the vote and report back shortly.

In the meantime, we will hear from a proponent presenting a withdrawn shareholder proposal. InvestNow submitted a proposal which was withdrawn following constructive conversation with the bank. Details of the withdrawn proposal are set in the management proxy circular. I understand that Gina Pappano from InvestNow is here with us today. Ms. Pappano, would you like to speak briefly on the withdrawn proposal? Thank you, and thank you for being here.

Gina Pappano
Executive Director, InvestNow

Thank you for the opportunity to speak about InvestNow 's withdrawn shareholder proposal. We asked the bank to return to viewpoint neutrality in their business practices and to put fiduciary duty to their shareholders first. After submission at various banks, it was argued that the language of our request was at odds with the requirements of the Bank Act, which stipulates that decisions must be made in the best interests of the bank itself and its shareholders. Point taken. In these remarks, we are asking the bank to return to viewpoint neutrality in their business practices and to put fiduciary duty to the bank and its shareholders first. Banks are essential institutions for participating in modern life. Without a bank account, it is difficult to play any part in our society.

Banks, therefore, must be truly inclusive institutions, and that means they should be held to a standard of strict viewpoint neutrality, looking after the interests of their clients in a nonpartisan, non-ideological way. So long as a bank's clients are abiding by the law, banks should be open to all potentially profitable businesses for the good of the bank, its shareholders, and the health of the economy. Over the past decade, maximizing financial returns to shareholders has increasingly taken a backseat to the pursuit of environmental, social, and ideological goals. Along with other fiduciaries like public pension plans and university endowment funds, Canadian banks have placed ideological goals like decarbonization, net zero, and energy transition above returns. Since 2022, we have presented shareholder proposals to the Big Five Canadian banks to counter these prosperity-destroying campaigns, whose ultimate objective is to shut down Canada's oil and gas industry.

Our goal has always been to prevent the banks from giving in to political and ideological pressure and becoming complicit in schemes to undermine Canada's energy sector. Banks hold a government charter to conduct banking. That charter grants a privilege, but it also comes with the responsibility to stay focused on the purpose of banking. As customers and as shareholders of the banks, we need to hold the banks to account for any activity that strays from the business of banking. Thank you.

George Cope
Chair of the Board, Bank of Montreal

Thank you for your comments, and thank you for attending the meeting today. Now, ÉEQ, on behalf of Justine Ferrique, also submitted a proposal which was subsequently withdrawn following constructive conversation with the bank. Details of the withdrawn proposal are also set out in the proxy circular. The scrutineers have completed their preliminary report on the results of voting. I now call on Steve Gilbert of Computershare to read the results. Are we set?

Steven Gilbert
Client Services Relationship Manager, Computershare

Good morning. Morning, Chair. Good morning. We, the undersigned scrutineers, hereby confirm the following preliminary results on the votes at this meeting. No Directors standing for election today received less than 95% of the votes cast for a director. On the appointment of the shareholders' auditors, 91% of the votes were cast for. On the advisory resolution on the bank's approach to executive compensation, 96% of the votes were for. The shareholder proposal number one received less than 1% of the votes for. Shareholder proposal number two received 1% of the votes for. Shareholder proposal number three received 5% of the votes for. Shareholder proposal number four received 8% of the votes for. Shareholder proposal number five received 6% of the votes for. Shareholder proposal number six received 22% for. Shareholder proposal number seven received 7% of the votes for.

Shareholder proposal number eight received 13% of the votes for. We will be handing in the assigned scrutineers' report signed by Tara Israelson and myself, Steve Gilbert. Thank you.

George Cope
Chair of the Board, Bank of Montreal

Great. Thank you very much. I therefore declare that the 14 nominees listed in the Management Proxy Circular are all duly elected as Directors. Thank you for your confidence in us. KPMG LLP is appointed as the auditor for the ensuing year. The advisory resolution on the Bank's approach to executive compensation has been approved. Shareholder proposals one through eight have not been approved. We, of course, value the feedback we received from all shareholders and their proposals. I declare now the formal business of the meeting to be terminated. We will now move to the question and answer session. I remind you that each speaker, we'd like you to, if you come up, hold your comments to not more than two minutes. Questions may be submitted by shareholders or proxy holders only and must be of all interests of shareholders and not of a personal nature.

If you have a question of a personal nature, leave your name with a BMO representative, and management would be pleased to contact you at a later date. We have a number of Senior Management people here as well, so don't be shy after the meeting. If you have a question and have joined us in person today, please line up behind one of the microphones. If you've joined us online as a shareholder or proxy holder and wish to ask a question, either enter your question into the question box or enter your phone number and the subject matter of your question into the question box if you wish to address the meeting verbally. I will go first to questions received in advance online. Have we received any questions in advance of the meeting?

Pascale Elharrar
Corporate Secretary, Bank of Montreal

There have been no questions received in advance or any online.

George Cope
Chair of the Board, Bank of Montreal

Okay, great. Well, let's move now. Are there any questions here or comments from shareholders? Mr. Gagnon.

Willie Gagnon
Director General, MÉDAC

Mr. Chairman, Willie Gagnon, representing MÉDAC, a shareholder of the bank. I'm asking the same question at the meeting of all banks this year. I would like to have a more ample comment on the current crisis that we're experiencing, not only in terms of our trade relationship with the United States, but the war, the increase in food prices, increase in gas prices. We are an oil-producing country, and we not even protected from the increase in the price of oil. I would like to know the bank's opinion on this current crisis. It's a major crisis. Of course, when oil prices are rising, there are people here in Canada who are making more money, but citizens, ordinary people, are paying more at the gas pump. I would like to have your thoughts on this. I'm impressed by the level of comment that I have heard.

When I asked a question of Scott Thomson, the CEO of Scotiabank, who always makes very interesting comments on current affairs and financial affairs in the country, I hope that we can get similar comments from all leaders of all banks. It's of great interest to know what the banks intend to do in this context, given the influence of Canada's banks on the economy. If they were to act in a coordinated way, things could change. That is my question. I would like to get some remarks on the economy in general and the current crisis, not just in country, but in the world.

George Cope
Chair of the Board, Bank of Montreal

[ Non-English content ]. I think, Darryl, I should turn it over to you.

Darryl White
CEO, Bank of Montreal

[Non-English content] . Thank you very much, Mr. Gagnon, and thank you for being with us today. This is a major issue.

Made a few remarks in my prepared presentation around the state of the economy and the state of flux that geopolitics and reorganizing trade flows is presenting with us. Let me first, to your question though, acknowledge the anxiety that that does present for households, for families and for businesses who are managing supply chains and costs and margin pressures. These aren't easy times, and there are a variety of factors that are playing into that right now. You asked about outlook on economy. While there are pockets of difficulty in this country, it is an uneven outcome for Canada. We see more weakness in central Canada, Quebec and Ontario in particular. The country, they're performing a little bit better. Net, our outlook for the Canadian economy might surprise you. We don't actually see a recession this year.

We think that we'll see approximately 1% growth in the Canadian economy this year, approximately 2% growth in the U.S. economy this year. It's a difficult world. When we put that up against the rest of the world, whether it be trade flows, whether it be the impact of the war on energy prices and inflation, it's probable that the bloc that we're trafficking in today and the country that we're sitting in today is as good a place as anywhere, as we look out over the course of the next couple of years. At the same time, I acknowledge that doesn't necessarily mean it's even or that it's easy for everybody. As banks, we have a responsibility, and we take that very seriously, to support families, communities, as I mentioned in my remarks, as well as the economy in general. We're hard at work at it.

Thank you for your point. It's an important one.

[Non-English content]

George Cope
Chair of the Board, Bank of Montreal

[ Non-English content ]. Thank you. Seeing no other questions and nothing additional online at this point?

Pascale Elharrar
Corporate Secretary, Bank of Montreal

Nothing else online.

George Cope
Chair of the Board, Bank of Montreal

Okay. Well, I'd like to thank all of you for attending, both online and here. On behalf of the Board, on your behalf, shareholders, I'd like to thank Management for the continued leadership in what is clearly a very challenging time globally. With that, everyone stay well. Thank you. We're in Toronto, but I will say, go the other NHL teams in Canada in the playoffs. Thanks, everyone.

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