定价补充说明书
（根据2022年5月26日的招股说明书和I系列招股说明补充文件）

我们将于2024年10月18日，仅以入帐形式透过The Depository Trust Company交付票据，以即时可用资金支付。

条款摘要

本定价补充内容补充了于2022年5月26日日期的招股书的条款和条件，并由2021年5月26日的I系列招股书补充，应与招股书一同阅读，招股书包括所有附录文件。

该票据是一系列债务证券的一部分，被称为“Senior Medium-Term Notes, Series I”（“中期票据”），我们可能不时在蒙特利尔银行和纽约梅隆银行之间签署的日期为2010年1月25日的债券信托工具的框架下发行。本定价补充概述了适用于票据的特定财务和其他条款。适用于我们中期票据的一般性条款在随附招股书补充的“我们可能发行的票据描述”中有描述。这里描述的条款补充了随附招股书和随附招股书补充中描述的条款，如果这里描述的条款与那些文件中描述的条款不一致，则这里描述的条款优先。

票据是可填补票据（如随附招股书补充中所定义）并受到转换的影响，全数或部分地通过一笔或一系列交易以及在一步或多步中转换为BMO或其任何子公司的普通股，根据CDIC法案39.2（2.3）款的规定并受到安大略省及适用于该省的加拿大联邦法律的影响，由于对票据的CDIC法案操作的变化或撤销。

我们在下面更详细地描述了票据的特定条款。

• 发行人：	BMO

• 系列名称：	到期日为2034年10月18日的可赎回固定利率票据

• 总本金金额初始发行：	$10,000,000

• 交易日期：	2024年10月16日

• 结算日期（初始发行日期）：	2024年10月18日

• CUSIP编号：	06376BNM6

• 到期日：	October 18, 2034, resulting in a term to maturity of approximately 10 years, subject to our optional early redemption right as described under “— Optional Early Redemption” below.

• 最低面额：	1,000美元及其倍数，超过1,000美元

• 排名：	高级、无抵押

• 日数分数：	债券上的利息将按照每年360天，12个30天的月份计算。

• 利息支付期间：	每半年支付一次。每个利息支付期间（除了第一个利息支付期间，该期将开始于结算日期）将从并包括一个利息支付日期开始，并延续至但不包括下一个接续的利息支付日期（或者到期日，如果适用）。

• 利息支付日期：	每年4月18日和10月18日起，从2025年4月18日开始直至到期日。利息将支付给每个支付利息日期前第3个业务日期登记持有人。

• 利率:	这些票据将以每年5.10%的固定利率计息。

• 可选择性提前赎回:	我们有权于2025年10月18日（除了到期日）开始的任何利息支付日赎回所有但不得少于所有票据，（每个日期为"赎回日"）。赎回价将为票据本金金额的100%，加上任何应计及未付利息。为了赎回票据，我们将于指定的赎回日期前至少五个业务日但不超过30个业务日发出通知。

• 业务日:	如果任何利息支付日、任何赎回日期或到期日不是业务日，则支付将延迟至下一个业务日。债券不因此延迟而产生额外利息，且不会对相应的利息支付期间长度进行调整。

• 对加拿大纾困权力行使的协议:	通过取得任何债券的利益，每位持有人或受益人被视为（i）同意就该债券受CDIC法案约束，其中包括整个或部分地-通过一项或一系列交易及在一个或多个步骤中-根据CDIC法案第39.2(2)(3)条的规定，将该债券转换为BMO或其任何联属公司的普通股并因此变更或消灭该债券，且在该债券的运作方面适用于安大略省及加拿大联邦法律并就该债券适用（ii）向安大略省法院认可和服从有关CDIC法案和这些法律的管辖；（iii）已表示并保证，不蒙特利尔银行直接或间接向持有人或债券受益人提供资金以用于明确投资于债券；为了投资于债券；及（iv）承拥识并同意，上述第(i)和(ii)段所提及的条款对持有人或受益人具有约束力，尽管任何贷款、该债券所受监管的任何其他法律及任何其他协议、安排或明白均规管持有人或受益人与BMO就该债券划订的任何规定。任何票据的持有人和受益所有人，在该票据转换为纳入式转换后，将不再拥有有关该票据的任何其他权利，除非根据纳入式转换制度提供的权利。通过取得对任何票据的利益，该票据的每位持有人或受益所有人被视为无法撤回地同意该票据的已转换部分本金金额以及其应付的任何已计息利息被蒙特利尔银行以发行蒙特利尔银行（或如适用，其任何联属公司）的普通股的方式视为已全额支付，一经发生纳入式转换，该转换将在不需要进一步采取任何行动的情况下由该持有人或受益所有人或受托人进行；但应避免疑义的是，本同意将不会限制或影响持有人或受益所有人在纳入式转换制度下可能拥有的任何权利。请参阅附属说明书补充中的“我们可能提供的票据描述 — 关于可纳入纸币的特殊条款”以了解由于加拿大纳入权力的结果而适用于票据的条款说明。
• 持有人选择还款：	无

• 计算代理人：	BMO资本市场corp

• 上市:	无

• 清算和结算:

DTC全球（包括其间接参与者Euroclear和Clearstream，如附属招股书中“我们可能提供的债务证券的法定所有权和登记发行”所述）。

在本节中，对“持有人”的引用指的是那些以自己名义注册的持有债券的人，记录在我们或受托人为此目的而维护的名册上，而不包括以街名注册的持有债券的受益人或通过存管公司或其他存管进行登录的债券的受益人。持有债券受益权的人应阅读附属说明书中标题为“我们可能发行的债券-法律所有权”部分和附属说明书中标题为“我们可能发行的债务证券-法律所有权和记帐式发行”部分。

请注意，此定价补充说明的封面上关于首次发行债券的发行价和（扣除费用前）收益仅与债券的首次销售有关。如果您在首次销售后通过市场交易购买了债券，关于售价和售出日期的信息将在另一个销售确认书中提供。

在本定价补充说明中使用但未定义的术语，其含义与随附的说明书或附属说明书中给出的含义相同，除非上下文另有要求。除非另有说明或上下文另有要求，本定价补充说明中所有关于“我们”、“我们”或类似提及的参考均指的是与BMO有关。

您对票据的投资涉及重大风险，其中许多与传统证券不同。您应该在仔细考虑票据投资的风险，包括下文所讨论的风险后，与您的顾问讨论您特定情况下的情况后才能做出购买票据的决定。如果您对票据的重要元素或金融事务一般不熟悉，那么票据对您并不适合作为投资。

这些票据可能会提前赎回。 我们可以在任何赎回日期赎回所有或全部票据。如果您打算购买票据，您必须愿意在该日期提前赎回您的票据。一般情况下，我们更有可能选择在剩余票据应该以大于其他具有与剩余票据相当期限的到期的利息率应计利息的时候赎回票据。票据在赎回后不再支付任何款项。

如果我们在到期日之前赎回票据，您可能无法重新投资赎回所得款项于一项回报和票据原本的回报一样高，或具有相似风险水平的投资中。

债券的支付受我们的信用风险控制，实际或感知到我们信用等级变化预计会影响债券的价值。 这些票据是我们的优先无担保债券。因此，您收到的所有利息和本金支付取决于我们能否在适当的支付日期履行债务。在债券的任何时期或到期日时，无法保证我们的财务状况如何。如果我们无法按时履行财务义务，您可能无法收到根据债券条款应支付的金额。

我们的信贷评级是由信用评级机构对我们支付债务的能力所做的评估。因此，我们的信用可靠度和我们的信贷评级或我们信用差额在票据到期日前实际或预期的下降可能会对票据的市场价值造成不利影响。然而，因为您对票据的回报取决于除了我们支付债务的能力以外的因素，例如票据上累计的利率和当前市场利率之间的差额，所以我们的信贷评级的提升将不会降低与票据相关的其他投资风险。

我们在备忘录条款中已包括开发、对冲和分销成本，以及您在任何二级市场交易中可能卖出备忘录的价格，由于包括这些成本，该价格很可能低于公开发行价格。在确定备忘录的经济条款，因此你可能获得的备忘录潜在回报时，将考虑多个因素。其中一些因素包括与开发、对冲和提供备忘录相关的某些成本。

Assuming there is no change in market conditions or any other relevant factors, the price, if any, at which BofAS or another purchaser might be willing to purchase the notes in a secondary market transaction is expected to be lower than the price that you paid for them. This is due to, among other things, the inclusion of these costs, and the costs of unwinding any related hedging.

The quoted price of any of our affiliates for the notes could be higher or lower than the price that you paid for them.

We cannot assure you that a trading market for the notes will ever develop or be maintained. We will not list the notes on any securities exchange. We cannot predict how the notes will trade in any secondary market, or whether that market will be liquid or illiquid.

发展票据交易市场将取决于我们的财务表现和其他因素。在任何二级市场上，对于票据的潜在买家数量可能是有限的。我们预计，BofAS或其联属机构将充当票据的市场maker，但他们并非有此义务。BofAS 及其联属机构可能随时中断对该票据的市场maker活动。在BofAS或其联属机构从事市场maker活动的范围内，他们可能对票据报价或提供买盘。BofAS可能对、提供、购买或卖任何票据的价格可能与每个各自使用的定价模型所确定的价值有所不同，不论是由于经销商折扣、标记或其他交易成本。这些买盘、报价或已完成交易可能影响票据在市场上本来可能交易的价格，如果有的话。

另外，如果BofAS或其关联方在任何时候停止担任maker的角色将对票据市场形成显著较少的流动性可能导致票据的二级市场甚至完全不存在在这种情况下，票据可售出的价格可能较若有活跃市场存在时更低，您应该准备持有票据直到到期。

许多经济和其他因素将影响票据的市场价值。票据的市场和市场价值可能受到一些因素的影响，这些因素可能彼此抵消或放大，包括：

长期备注可能比短期备注更具风险。 通过购买较长期的票据，您将比购买较短期的票据更容易受到利率波动的影响。长期票据的价值通常比较短期票据对升息更为敏感。如果利率上升，长期票据的价值通常会比短期票据下跌得更快。只有在您对持有较长期的安防感到舒适时，您才应购买这些备注。

我们、美国银行动态（BofAS）以及我们或其各自的联属公司进行的交易、套期保值和业务活动可能会引起与您的利益冲突。 我们、BofAS或我们或其各自的联属公司可能会从事与非属于您账户的或代表您的票据相关的交易活动。我们预计将订立安排来对抗我们根据票据应支付的金额的市场风险。我们可能在订立票据的套期保值安排时寻求竞争优势条款，但并非必须如此，我们可能与BofAS或其联属公司订立此类套期保值安排。这种套期保值活动预计将为参与套期保值活动的人带来利润，这个利润可能大于或小于最初预期，但也可能导致套期保值对手双方出现损失。

此外，摩根士丹利美国银行及其关联公司在日常业务活动中可能持有并交易我们或我们关联公司的债务和股权证券（或相关衍生证券）以及金融工具（包括银行贷款），以供自身账户和客户账户使用。摩根士丹利美国银行及其关联公司还可能与我们存在借贷或其他资本市场关系。为了对冲此类风险，他们可能进行交易，如购买信用违约掉期或在我们或我们关联公司的证券中建立空仓位，包括可能是债券。此类持仓可能对债券的未来交易价格造成不利影响。

我们，BofAS或我们一员或多员的联属方现时或将来亦可能就我们的证券或利率动向发表研报。此研报会不定期修订，并可能包含与购买或持有票据相抵触的意见或建议。这些活动任何一个都有可能影响票据的市场价值。

这些交易、对冲和业务活动可能会在您对票据的利益与我们、美国银行及我们或其各自联属公司可能在自家账户、为其他客户进行交易和管理账户的利益之间产生利益冲突。

以下是有关票据的 tax事项的一般描述。这并不意味著它是所有与票据有关的税务考虑的完整分析。有关票据的拟购人应咨询其税务顾问，就其居住的国家的税法和加拿大和美国的税法，以及购买、持有和处置票据以及根据票据收付款项的后果。本摘要乃根据定价补充的生效法律为基础，并受自该日期后可能生效的任何法律变更的影响。

Torys LLP认为，我们的加拿大联邦所得税法律顾问，以下摘要概括描述了通常适用于从本文件提供的担保人购买的笔记的受益人的加拿大联邦所得税考量，并在所得税法（加拿大）和所得税法规则（合称为「税法」）的所有关键时刻，对于（1）不是，也被视为非加拿大居民的，（2）与我们以及在承担应付转换普通股的任何发行人、与任何受让人居住（或被认定为居住）在加拿大的人士进行长短交易，（3）不隶属于我们或在承担应付转换普通股的任何发行人，（4）不接收应付利息的备忘录付款，由于欠款或其他应付款项与我们不以长短关系的人交易而产生的，（5）以资本资产形式取得并持有备忘录和在承担应缴转换的普通股，（6）不在加拿大经营业务中使用或持有备忘录或在承担应缴转换的普通股，以及（7）不是我们的「指定股东」，如税法所定义，或者与此类「指定股东」不以长短关系进行交易的非居民人（「非居民持有人」）。对于作为在加拿大和其他地方从事保险业务的保险公司的非居民持有人，可能适用于本摘要未讨论的特殊规定。

This summary does not address the possible application of the “hybrid mismatch arrangement” rules in section 18.4 of the Tax Act to a Non-Resident Holder (i) that disposes of a Note to a person or entity with which it does not deal at arm’s length or to an entity that is a “specified entity” with respect to the Non-Resident Holder or in respect of which the Non-Resident Holder is a “specified entity”, (ii) that disposes of a Note under, or in connection with, a “structured arrangement”, or (iii) in respect of which we are a “specified entity” (as such terms are defined in subsection 18.4(1) of the Tax Act). Such Non-Resident Holders should consult their own tax advisors.

This summary is based on the current provisions of the Tax Act and on counsel’s understanding of the current administrative policies and assessing practices of the Canada Revenue Agency published in writing prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date of this document (the “Proposed Amendments”), and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or administrative policy or assessing practice whether by legislative, administrative or judicial action nor does it take into account tax legislation or considerations of any province, territory or foreign jurisdiction, which may differ from those discussed herein.

This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any particular holder. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, prospective purchasers of the notes should consult their own tax advisors having regard to their own particular circumstances.

Generally, for purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of a note and any common shares acquired on a bail-in conversion must generally be expressed in Canadian dollars using the appropriate exchange rate determined in accordance with the detailed rules in the Tax Act in that regard. As a result, the amounts, if any, subject to withholding tax and any capital gains or capital losses realized by a Non-Resident Holder may be affected by fluctuations in the value of the U.S. dollar relative to the Canadian dollar.

Interest paid or credited or deemed to be paid or credited by us on a note (including amounts on account or in lieu of payment of, or in satisfaction of interest) to a Non-Resident Holder generally will not be subject to Canadian non-resident withholding tax, unless any portion of such interest (other than on a “prescribed obligation,” as defined in the Tax Act for this purpose) is contingent or dependent on the use of or production from property in Canada or is computed by reference to revenue, profit, cash flow, commodity price or any other similar criterion or by reference to dividends paid or payable to shareholders of any class or series of shares of the capital stock of a corporation (“participating debt interest”). The administrative policy of the Canada Revenue Agency is that interest paid on a debt obligation is not subject to Canadian non-resident withholding tax unless, in general, it is reasonable to consider that there is a material connection between the index or formula to which any amount payable under the debt obligation is calculated and the profits of the issuer. With respect to any interest on a note, or any portion of the principal amount of a note in excess of the issue price, such interest or principal, as the case may be, paid or credited to a Non-Resident Holder should not be subject to Canadian non-resident withholding tax, except as discussed below.

In the event that a note held by a Non-Resident Holder is converted to common shares on a bail-in conversion, the amount, if any, by which the fair market value of the common shares received on the conversion exceeds the sum of: (i) the price for which the note was issued, and (ii) any amount that is paid in respect of accrued and unpaid interest on the note at the time of the conversion, may be deemed to be interest paid to the Non-Resident Holder. There is a risk that the excess, if any, and the amount of interest described in item (ii) of the preceding sentence could be characterized as “participating debt interest” and be subject to Canadian non-resident withholding tax unless certain exceptions apply. Non-Resident Holders should consult their own tax advisors in this regard.

If an amount of interest paid by us on a note were to be non-deductible by us in computing our income as a result of the application of subsection 18.4(4) of the Tax Act, such amount of interest would be deemed to have been paid by us as a dividend, and not to have been paid by us as interest, and be subject to Canadian non-resident withholding tax. Subsection 18.4(4) would apply only if a payment of interest by us on a note constituted the deduction component of a “hybrid mismatch arrangement” under which the payment arises within the meaning of paragraph 18.4(3)(b) of the Tax Act.

No payment of interest by us on a note should be considered to arise under a “hybrid mismatch arrangement” as no such payment should be considered to arise under or in connection with a “structured arrangement”, both as defined in subsection 18.4(1) of the Tax Act, on the basis that (i) based on pricing data and analysis provided to Torys LLP by us in relation to these notes, it should not be reasonable to consider that any economic benefit arising from any “deduction/non-inclusion mismatch” as defined in subsection 18.4(6) of the Tax Act is reflected in the pricing of the notes, and (ii) it should also not be reasonable to consider that the notes were designed to, directly or indirectly, give rise to any “deduction/non-inclusion mismatch”.

Generally, there are no other taxes on income (including taxable capital gains) payable by a Non-Resident Holder on interest, discount, or premium in respect of a note or on the proceeds received by a Non-Resident Holder on the disposition of a note (including redemption, cancellation, purchase or repurchase).

Dividends paid or credited, or deemed under the Act to be paid or credited, to a Non-Resident Holder on common shares of the issuer or any affiliate of the issuer that is a corporation that is resident or deemed to be resident in Canada for purposes of the Tax Act acquired by the Non-Resident Holder on a bail-in conversion will generally be subject to Canadian non-resident withholding tax at the rate of 25% on the gross amount of such dividends unless the rate is reduced under the provisions of an applicable income tax treaty or convention between Canada and the country of residence of the Non-Resident Holder.

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition or deemed disposition of a common share of the issuer or any affiliate of the issuer acquired by the Non-Resident Holder on a bail-in conversion unless such common share is, or is deemed to be, “taxable Canadian property” of the Non-Resident Holder for the purposes of the Tax Act and the Non-Resident Holder is not entitled to an exemption under an applicable income tax convention between Canada and the country in which the Non-Resident Holder is resident.

Generally, common shares of the issuer or any affiliate of the issuer acquired by a Non-Resident Holder on a bail-in conversion will not constitute taxable Canadian property of a Non-Resident Holder at a particular time provided that such common shares are listed at that time on a designated stock exchange (which includes the Toronto Stock Exchange), unless at any particular time during the 60-month period that ends at that time (1) the Non-Resident Holder, persons with whom the Non-Resident Holder does not deal with at arm’s length, and partnerships in which the Non-Resident Holder or persons with whom the Non-Resident Holder does not deal at arm’s length holds a membership interest directly or indirectly through one or more partnerships, or the Non-Resident Holder together with all such persons and partnerships, owned 25% or more of the issued shares of any class or series of the applicable issuer’s capital stock and (2) more than 50% of the fair market value of such common shares was derived directly or indirectly from one or any combination of: (i) real or immovable properties situated in Canada, (ii) “Canadian resource properties” (as defined in the Tax Act), (iii) “timber resource properties” (as defined in the Tax Act), and (iv) options in respect of, or interests in, or for civil law rights in, property in any of the foregoing whether or not the property exists. Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, such common shares could be deemed to be taxable Canadian property. Non-Resident Holders for whom common shares acquired on a bail-in conversion may constitute taxable Canadian property should consult their own tax advisors.

The following section supplements the discussion of U.S. federal income taxation in the accompanying prospectus and prospectus supplement with respect to United States holders (as defined in the accompanying prospectus). It applies only to those United States holders who are not excluded from the discussion of U.S. federal income taxation in the accompanying prospectus. It does not apply to holders subject to special rules including holders subject to Section 451(b) of the Code. For purposes of this discussion, any interest with respect to the notes, as determined for U.S. federal income tax purposes, will be treated as from sources outside the United States.

You should consult your tax advisor concerning the U.S. federal income tax and other tax consequences of your investment in the notes in your particular circumstances, including the application of state, local or other tax laws and the possible effects of changes in federal or other tax laws.

Please see the discussion under “United States Federal Income Taxation — Other Considerations — Backup Withholding and Information Reporting” in the accompanying prospectus for a description of the applicability of the backup withholding and information reporting rules to payments made on your notes.

The Foreign Account Tax Compliance Act imposes a 30% U.S. withholding tax on certain U.S. source payments, including interest (and original issue discount), dividends, other fixed or determinable annual or periodical gain, profits, and income (“Withholdable Payments”), if paid to a foreign financial institution (including amounts paid to a foreign financial institution on behalf of a holder), unless such institution enters into an agreement with the Treasury Department to collect and provide to the Treasury Department substantial information regarding U.S. account holders, including certain account holders that are foreign entities with U.S. owners, with such institution. A note may constitute an account for these purposes. The legislation also generally imposes a withholding tax of 30% on Withholdable Payments made to a non-financial foreign entity unless such entity provides the withholding agent with a certification that it does not have any substantial U.S. owners or a certification identifying the direct and indirect substantial U.S. owners of the entity.

The U.S. Treasury Department has proposed regulations that eliminate the requirement of the Foreign Account Tax Compliance Act withholding on payments of gross proceeds upon the sale or disposition of financial instruments. The U.S. Treasury Department has indicated that taxpayers may rely on these proposed regulations pending their finalization, and the discussion above assumes the proposed regulations will be finalized in their proposed form with retroactive effect.

If we (or an applicable withholding agent) determine withholding is appropriate with respect to the notes, we (or such agent) will withhold tax at the applicable statutory rate, and we will not pay any additional amounts in respect of such withholding. Account holders subject to information reporting requirements pursuant to the Foreign Account Tax Compliance Act may include holders of the notes. Foreign financial institutions and non-financial foreign entities located in jurisdictions that have an intergovernmental agreement with the United States governing the Foreign Account Tax Compliance Act may be subject to different rules. Holders are urged to consult with their own tax advisors regarding the possible implications of this legislation on their investment in the notes.

Pursuant to the terms of a distribution agreement, BofAS will purchase the notes from BMO at the public offering price less the underwriting discount set forth on the cover page of this pricing supplement for distribution to other registered broker-dealers, or will offer the notes directly to investors. BofAS may pay varying selling concessions in connection with the distribution of the notes to other registered broker-dealers, as set forth on the cover page. Certain dealers who purchase the notes for sale to certain fee-based advisory accounts and/or for an eligible institutional investor may forgo some or all of their selling concessions, fees or commissions. The price to public for investors purchasing the notes in these accounts and/or for an eligible institutional investor may be as low as the amount indicated on the cover page.

We will deliver the notes on a date that is greater than one business day following the pricing date. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes more than one business day prior to the original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.

None of BofAS nor its affiliates are acting as your fiduciary or advisor solely as a result of the offering of the notes, and you should not rely upon any communication from the agent(s) in connection with the notes as investment advice or a recommendation to purchase the notes. You should make your own investment decision regarding the notes after consulting with your legal, tax, and other advisors.

BofAS may sell the notes to other broker-dealers that will participate in the offering and that are not affiliated with us, at an agreed discount to the principal amount. Each of those broker-dealers may sell the notes to one or more additional broker-dealers. BofAS has informed us that these discounts may vary from dealer to dealer and that not all dealers will purchase or repurchase the notes at the same discount.

BofAS and any of its affiliates may use this pricing supplement and the accompanying prospectus supplement and prospectus for offers and sales in secondary market transactions and market-making transactions in the notes. However, they are not obligated to engage in such secondary market transactions and/or market-making transactions. BofAS’ affiliates may act as principal or agent in these transactions, and any such sales will be made at prices related to prevailing market prices at the time of the sale. BofAS’s or its affiliates’ distribution of this pricing supplement in connection with these offers or sales will be solely for the purpose of providing investors with the description of the terms of the notes that was made available to investors in connection with their initial offering. Secondary market investors who purchase the notes from BofAS or its affiliates should not, and will not be authorized to, rely on this pricing supplement for information regarding BMO or for any purpose other than that described in the immediately preceding sentence.

BofAS and its affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. BofAS has received, or may in the future receive, customary fees and commissions for these transactions. In addition, in the ordinary course of its business activities, BofAS and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. To the extent that BofAS or its affiliates has a lending relationship with us, they would routinely hedge their credit exposure to us consistent with their customary risk management policies. Typically, BofAS or its affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the notes offered hereby. Any such short positions could adversely affect future trading prices of the notes offered hereby. BofAS or its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

BofAS and its affiliates have not offered, sold or otherwise made available and will not offer, sell or otherwise make available any of the notes to, any retail investor in the European Economic Area (“EEA”). For these purposes, a “retail investor” means a person who is one (or more) of: (a) a retail client, as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (b) a customer, within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (c) not a qualified investor as defined in Regulation (EU) (2017/1129) (the “EU Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “EU PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared, and therefore, offering or selling the notes or otherwise

BofAS and its affiliates have not offered, sold or otherwise made available and will not offer, sell or otherwise make available any of the notes to, any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (a) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); (b) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (c) not a qualified investor as defined in the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

A fiduciary of a pension, profit-sharing or other employee benefit plan subject to the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (each, a “Plan”), should consider the fiduciary standards of ERISA in the context of the Plan’s particular circumstances before authorizing an investment in the notes. Among other factors, the fiduciary should consider whether the investment would satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the Plan, and whether the investment would involve a prohibited transaction under ERISA or the U.S. Internal Revenue Code. Please see the section of the prospectus, "Employee Retirement Income Security Act."

In the opinion of Osler, Hoskin & Harcourt LLP, the issue and sale of the notes has been duly authorized by all necessary corporate action of the Bank in conformity with the senior indenture, and when this pricing supplement has been attached to, and duly notated on, the master note that represents the notes, the notes will have been validly executed, authenticated, issued and delivered, to the extent that validity of the notes is a matter governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein and will be valid obligations of the Bank, subject to the following limitations (i) the enforceability of the senior indenture may be limited by the Canada Deposit Insurance Corporation Act (Canada), the Winding-up and Restructuring Act (Canada) and bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement or winding-up laws or other similar laws affecting the enforcement of creditors’ rights generally; (ii) the enforceability of the senior indenture may be limited by equitable principles, including the principle that equitable remedies such as specific performance and injunction may only be granted in the discretion of a court of competent jurisdiction; (iii) pursuant to the Currency Act (Canada) a judgment by a Canadian court must be awarded in Canadian currency and that such judgment may be based on a rate of exchange in existence on a day other than the day of payment; and (iv) the enforceability of the senior indenture will be subject to the limitations contained in the Limitations Act, 2002 (Ontario), and such counsel expresses no opinion as to whether a court may find any provision of the senior indenture to be unenforceable as an attempt to vary or exclude a limitation period under that Act. This opinion is given as of the date hereof and is limited to the laws of the Provinces of Ontario and the federal laws of Canada applicable therein. In addition, this opinion is subject to certain assumptions about (i) the Trustees’ authorization, execution and delivery of the senior indenture, (ii) the genuineness of signatures and (iii) certain other matters, all as stated in the letter of such counsel dated May 26, 2022, which has been filed as Exhibit 5.3 to Bank of Montreal’s Form 6-K filed with the SEC and dated May 26, 2022.

In the opinion of Ashurst LLP, when the pricing supplement has been attached to, and duly notated on, the master note that represents the notes, the notes will be executed, authenticated, issued and delivered, and the notes have been issued and sold as contemplated by the prospectus supplement and the prospectus, the notes will be valid, binding and enforceable obligations of the Bank, entitled to the benefits of the senior indenture, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and subject to general principles of equity, public policy considerations and the discretion of the court before which any suit or proceeding may be brought. This opinion is given as of the date hereof and is limited to the laws of the State of New York. This opinion is subject to customary assumptions about the Trustee’s authorization, execution and delivery of the senior indenture and the genuineness of signatures and to such counsel’s reliance on the Bank and other sources as to certain factual matters, all as stated in the legal opinion dated May 26, 2022, which has been filed as Exhibit 5.4 to the Bank’s Form 6-K dated May 26, 2022.

非FDIC或CDIC保险	并不具银行保障		可能损失价值
		每张票		总计
公开发售价格⁽¹⁾		100.00%		$10,000,000
承销费折扣⁽¹⁾⁽²⁾		1.20%		$120,000
银行的筹款金额（扣除开支前）		98.80%		$9,880,000