Bank of Montreal Notice of Annual Meeting of Shareholders, February - PDF document

Bank of Montreal Notice of Annual Meeting of Shareholders, February 22, 2005 Proxy Circular

Table of Contents Invitation to Shareholders 1 Your Vote Counts... Notice of Annual Meeting of Shareholders of Bank of Montreal 2 Registered Shareholders Proxy Circular You will have received a form of proxy from Bank of Q&A on Proxy Voting 3 Montreal’s transfer agent, Computershare Trust Company Business of the Meeting of Canada. Complete, sign and mail your form of proxy • Financial Statements 5 in the postage prepaid envelope provided or fax to the number • Election of the Board of Directors 5 indicated on the form. To vote in person at the meeting, • Appointment of Auditors 5 see page 3 of the Proxy Circular. • Shareholder Proposals 5 Non-Registered Shareholders Nominees for Election to Board of Directors 6 Your shares are held in the name of a nominee (securities Board of Directors Compensation/Attendance 10 broker, trustee or other financial institution). Reports You will have received a request for voting instructions • Audit Committee 12 from your broker. Follow the instructions on your Voting • Conduct Review Committee 13 Instruction Form to vote by telephone, Internet or fax, or • Governance and Nominating Committee 14 complete, sign and mail the Voting Instruction Form in the • Human Resources and Management Compensation Committee 15 postage prepaid envelope provided. To vote in person at • Risk Review Committee 16 the meeting, see the box on page 4 of the Proxy Circular. Report on Executive Compensation 17 Executive Compensation 24 Indebtedness of Directors and Executive Officers 32 Performance Graph 33 Directors’ and Officers’ Insurance 33 Additional Information 34 Contacting the Board of Directors 34 Directors’ Approval 34 Schedule 1 – Governance Practices and Charter of Expectations for Directors 35 Schedule 2 – Shareholder Proposals 42

Invitation to Shareholders We are very pleased to invite you, as a valued shareholder of Bank of Montreal, to join the Board of Directors and senior leadership team at our annual meeting on February 22, 2005. Once again this year, it will take place at The Carlu in downtown Toronto. This is your opportunity to receive a first-hand accounting of the Bank’s performance in 2004 and to learn about our plans for the future. Should you have questions about either, this is the best time and place to get answers. If you cannot attend the meeting in person, we urge you to exercise the power of your proxy vote in a simple procedure that is fully explained in the attached Proxy Circular. Should you require more details, you will find them on our corporate web site, www.bmo.com. Also available online is the full text of the Annual Report 2004, as well as quarterly results, recent presentations to the investment community, and other useful information. We will be providing live coverage of the annual meeting on our web site. A recorded version of the meeting will be available on the web site after the meeting. Whether you choose to make your vote count in person or by proxy, we appreciate your participation in this important forum for our shareholders. Sincerely, David Galloway Tony Comper Chairman of the Board President and Chief Executive Officer January 5, 2005 Bank of Montreal Proxy Circular 1

Notice of Annual Meeting of Shareholders of Bank of Montreal The 2005 Annual Meeting of Shareholders of Bank of Montreal will commence at 9:30 a.m. (Eastern Standard Time) on Tuesday, February 22, 2005 in the Concert Hall, The Carlu, 444 Yonge Street, 7th Floor, Toronto, Ontario, and will have the following purposes: 1. To receive the financial statements of the Bank for the year ended October 31, 2004 and the auditors’ report on those statements; 2. To elect the Board of Directors for 2005; 3. To appoint auditors for 2005; 4. To consider shareholder proposals, attached as Schedule 2 of the Proxy Circular; and 5. To transact any other business properly before the meeting. Shareholders as at January 5, 2005 will be entitled to vote at the meeting. The number of eligible votes* that may be cast at this meeting is 501,515,410, such number being the total number of Common Shares of the Bank outstanding on January 5, 2005. If you cannot attend the meeting in person, please complete the enclosed form of proxy and return it in the postage prepaid envelope provided, or fax it to 1-866-249-7775 within Canada and the United States or 416-263-9524 from all other countries. For your vote to be recorded, your proxy must be in the hands of Computershare Trust Company of Canada, by fax at the numbers noted above, or by mail at its Toronto office, no later than 5:00 p.m. (Eastern Standard Time) on Monday, February 21, 2005. By order of the Board of Directors, Velma J. Jones Vice-President and Secretary January 5, 2005 *The actual number of eligible votes may be less due to voting restrictions set forth in the Bank Act . 2 Bank of Montreal Proxy Circular