REPORT UNDER

NATIONAL INSTRUMENT 51-102

REPORT OF VOTING RESULTS

To: Canadian Securities Administrators

In accordance with section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations, the following sets out the matters voted on at the Annual Meeting of Shareholders of Bank of Montreal (the "Bank") held on April 18, 2023 and, as such votes were conducted by ballot, the number and percentage of votes cast FOR, AGAINST/WITHHELD from each vote. Each of the matters set out below is described in greater detail in the Notice of Annual Meeting of Shareholders and Management Proxy Circular which is available at www.bmo.com/investorrelations.

The Board of Directors and management of the Bank recommended that shareholders vote FOR the election of each of the 13 director nominees listed in the Management Proxy Circular, FOR the appointment of KPMG LLP as Auditors of the Bank, FOR the advisory vote on the Bank's approach to executive compensation, and AGAINST Shareholder Proposals No. 1, 2 and 3.

1. Election of Directors

A ballot was conducted to vote on each resolution to appoint each of the following 13 nominees as a Director of the Bank to serve until the next Annual Meeting of Shareholders of the Bank or until their resignation or their successor is elected or appointed, and the outcome was as follows:

Nominee Votes For Votes Withheld
Janice M. Babiak 351,265,494

97.87%

7,642,029 2.13%
Sophie Brochu 350,385,690 97.63% 8,521,833 2.37%
Craig W. Broderick 355,002,307 98.91% 3,905,215 1.09%
George A. Cope 343,003,583 95.57% 15,903,939 4.43%
Stephen Dent 357,798,594 99.69% 1,108,927 0.31%
Christine A. Edwards 349,346,887 97.34% 9,560,636 2.66%
Martin S. Eichenbaum 356,306,341 99.28% 2,601,181 0.72%
David Harquail 356,718,020 99.39% 2,189,502 0.61%
Linda S. Huber 356,564,090 99.35% 2,343,433 0.65%
Eric R. La Flèche 355,352,580 99.01% 3,554,497 0.99%
Lorraine Mitchelmore 354,474,358 98.76% 4,433,165 1.24%
Madhu Ranganathan 324,532,435 90.42% 34,375,088 9.58%
Darryl White 356,410,039 99.30% 2,497,483 0.70%

2. Appointment of Shareholders' Auditors

A ballot was conducted to vote on the resolution to appoint the firm of KPMG LLP as the auditors of the Bank for the 2023 fiscal year and the outcome was as follows:

Votes For Votes Withheld
334,095,642 90.17% 36,418,696 9.83%

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3. Advisory Vote on the Bank's approach to Executive Compensation

A ballot was conducted to vote on the advisory Resolution on the Bank's approach to Executive Compensation and the outcome was as follows:

Votes For Votes Against
343,725,763 95.77% 15,181,613 4.23%

4. Advisory Vote on Environmental Policies

A ballot was conducted to vote on a shareholder proposal requesting that the Bank adopt an annual advisory voting policy regarding its environmental and climate objectives and action plan:

Votes For Votes Against Votes Abstain
57,719,980 16.09% 288,997,304 80.53% 12,114,337 3.38%

5. Invest In and Finance the Canadian Oil and Gas Sector

A ballot was conducted to vote on a shareholder proposal requesting that the Bank make clear its commitment to continue to invest in and finance the Canadian oil and gas sector:

Votes For Votes Against Votes Abstain
4,471,032 1.25% 350,164,175 97.56% 4,265,825 1.19%

6. Racial Equity Audit

A ballot was conducted to vote on a shareholder proposal requesting the Bank to conduct and publish a third-party racial equity audit:

Votes For Votes Against Votes Abstain
133,565,811 37.21% 216,840,008 60.42% 8,501,687 2.37%

Dated this 18th day of April, 2023.

Bank of Montreal
By: /s/ Paul V. Noble
Paul V. Noble
Corporate Secretary

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BMO - Bank of Montreal published this content on 18 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 April 2023 21:38:18 UTC.