BANK OF MONTREAL US$1,250,000,000 (Non-Viability Contingent Capital (NVCC)) (Subordinated Indebtedness) Underwriting AgreementUnderwriting Agreement • December 12th, 2017 • Bank of Montreal /Can/ • Commercial banks, nec • New York
Bank of Montreal, a Canadian chartered bank (the “Bank”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule III hereto (individually, an “Underwriter” and collectively, the “Underwriters”), for whom BMO Capital Markets Corp., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and UBS Securities LLC (the “Representatives”) are acting as representatives, US$1,250,000,000 aggregate principal amount of the Bank’s 3.803% Subordinated Notes due 2032 (Non-Viability Contingent Capital (NVCC)), (as described in Schedule I hereto) (the “Securities”), which automatically and immediately convert into common shares of the Bank (the “Conversion Shares”) upon the occurrence of a Trigger Event (as defined in the terms of the Securities).
