REG - Bank of Montreal - Results of Bank of Montreal 2026 AGM

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RNS Number : 6603A  Bank of Montreal  15 April 2026

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
15, 2026 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 (http://www.bmo.com/investorrelations) .

 

1.  Election of Directors

 

A ballot was conducted to vote on each resolution to appoint each of the
following 14 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 For  Votes Withheld  % Votes Withheld
 Janice M. Babiak      354,755,101  95.98%       14,859,714      4.02%
 Craig W. Broderick    367,498,923  99.43%       2,115,892       0.57%
 Tammy L. Brown        368,739,106  99.76%       875,709         0.24%
 Hazel Claxton         368,428,591  99.68%       1,186,224       0.32%
 Diane L. Cooper       368,205,660  99.62%       1,407,884       0.38%
 George A. Cope        357,023,631  96.59%       12,591,185      3.41%
 Stephen Dent          365,401,455  98.86%       4,213,360       1.14%
 Martin S. Eichenbaum  365,964,241  99.01%       3,650,574       0.99%
 David Harquail        368,545,013  99.71%       1,069,802       0.29%
 Eric R. La Flèche     358,092,154  96.88%       11,522,661      3.12%
 Brian McManus         368,811,632  99.78%       803,183         0.22%
 Lorraine Mitchelmore  364,043,370  98.49%       5,571,445       1.51%
 Madhu Ranganathan     368,358,842  99.66%       1,255,973       0.34%
 Darryl White          367,707,076  99.48%       1,907,740       0.52%

 

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 2026 fiscal year and the outcome was
as follows:

 

 Votes For     % Votes For  Votes Withheld  % Votes Withheld

 347,812,508   91.63%       31,783,815      8.37%

 

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 For  Votes Against  % Votes Against
 356,077,044  96.34%       13,536,959     3.66%

 

4.  Shareholder Proposal No. 1: Strengthening shareholder participation in
Annual General Meetings

 

 Votes For  % Votes For  Votes Against  % Votes Against  Abstentions*
 3,071,879  0.83%        365,282,641    99.17%           1,259,269

 

5.  Shareholder Proposal No. 2: Inclusion of Young People in the Bank's
Governance Bodies

 

 Votes For  % Votes For  Votes Against  % Votes Against  Abstentions*
 7,170,040  1.95%        361,413,639    98.05%           1,025,059

6.    Shareholder Proposal No. 3: Responsible, Performance-Aligned
Executive Compensation Policy

 

 Votes For   % Votes For  Votes Against  % Votes Against  Abstentions*
 19,575,021  5.31%        348,822,269    94.69%           1,215,803

 

7.  Shareholder Proposal No. 4: Strategic Diversification of Skills on the
Board of Directors

 

 Votes For   % Votes For  Votes Against  % Votes Against  Abstentions*
 32,581,413  8.85%        335,622,304    91.15%           1,409,896

8. Shareholder Proposal No. 5: Formal Recognition of the Board of Directors'
Systemic Role

 

 Votes For   % Votes For  Votes Against  % Votes Against  Abstentions*
 24,409,155  6.67%        341,753,537    93.33%           3,451,100

9. Shareholder Proposal No. 6: Oversight of Artificial Intelligence to
Preserve the Human Dimension

 

 Votes For   % Votes For  Votes Against  % Votes Against  Abstentions*
 81,714,613  22.17%       286,800,664    77.83%           1,098,977

 

10. Shareholder Proposal No. 7: Public Disclosure of Non-Confidential
Information, Country-By- Country Reporting, Compensation Ratios and Tax Havens

 

 Votes For   % Votes For  Votes Against  % Votes Against  Abstentions*
 27,256,945  7.40%        341,061,676    92.60%           1,294,793

 

 

11. Shareholder Proposal No. 8: Advisory Vote on Environmental Policies

 

 Votes For   % Votes For  Votes Against  % Votes Against  Abstentions*
 50,334,994  13.80%       314,304,240    86.20%           4,971,170

 

*An abstention is counted as present for quorum purposes but is not counted as
a vote cast in determining whether the requisite majority of votes cast has
approved the proposal.

 

 

Dated this 15(th) day of April, 2026.

 

Bank of Montreal

 

By: /s/ Pascale Elharrar Pascale Elharrar Corporate Secretary

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