INFORMATION STATEMENT DATED MARCH 21, 2018

BANK OF MONTREAL GLOBAL REGISTERED COVERED BOND PROGRAM

Issue of $1,000,000,000 Floating Rate Covered Bonds due February 1, 2023 (re-opening of $1,000,000,000 Floating Rate Covered Bonds due February 1, 2023, bringing the aggregate

outstanding dollar principal amount to $2,000,000,000)

unconditionally and irrevocably guaranteed as to payments of interest and principal by BMO COVERED BOND GUARANTOR LIMITED PARTNERSHIP

(a limited partnership established under the laws of the Province of Ontario)

Bank of Montreal (the “Issuer”) is hereby offering $1,000,000,000 Floating Rate Covered Bonds due February 1, 2023 (the “Additional Series CBL14 Covered Bonds”) in each of the Provinces of Canada (other than Nova Scotia and Prince Edward Island) on a basis that is exempt from the requirement that the Issuer files a prospectus with the applicable Canadian securities regulatory authorities under the Issuer’s U.S.$21,000,000,000 Global Registered Covered Bond Program (the “Covered Bond Program”) as more fully described in this Information Statement. The Additional Series CBL14 Covered Bonds form a part of the same series and, except as described herein, have the same terms as, and are fungible with, the Issuer’s $1,000,000,000 Floating Rate Covered Bonds due February 1, 2023 which were initially issued on February 1, 2018 (the “Original Series CBL14 Covered Bonds” and, collectively with the Additional Series CBL14 Covered Bonds, the “Series CBL14 Covered Bonds”). Upon completion of this offering, the aggregate outstanding dollar principal amount of Series CBL14 Covered Bonds will be $2,000,000,000.

The Series CBL14 Covered Bonds will constitute deposit liabilities of the Issuer for purposes of the Bank Act (Canada), however the Series CBL14 Covered Bonds will not be insured under the Canada Deposit Insurance Corporation Act (Canada), and will constitute legal, valid and binding direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank pari passu with all deposit liabilities of the Issuer without any preference among themselves and at least pari passu with all other unsubordinated and unsecured obligations of the Issuer, present and future (except as prescribed by law).

BMO Covered Bond Guarantor Limited Partnership (the “Guarantor”) has agreed to guarantee payments of interest and principal under the Series CBL14 Covered Bonds pursuant to a direct and, following the occurrence of a Covered Bond Guarantee Activation Event (as defined in the European Prospectus), unconditional and irrevocable guarantee (the “Covered Bond Guarantee”) which is secured over the Portfolio (as defined in the European Prospectus) and the Guarantor’s other assets. Recourse against the Guarantor under the Covered Bond Guarantee is limited to the Portfolio and such other assets and is subject to the applicable Priorities of Payment (as defined in the European Prospectus).

An investment in the Additional Series CBL14 Covered Bonds involves certain risks. See “Risk Factors”.

The Additional Series CBL14 Covered Bonds will be rated “AAA” by DBRS Limited, “Aaa” by Moody’s Investor Services, Inc. and “AAA” by Fitch Ratings, Inc.

THE ADDITIONAL SERIES CBL14 COVERED BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY CANADA MORTGAGE AND HOUSING CORPORATION (“CMHC”) NOR HAS CMHC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS INFORMATION STATEMENT. THE ADDITIONAL SERIES CBL14 COVERED BONDS ARE NEITHER INSURED NOR GUARANTEED BY CMHC OR THE GOVERNMENT OF CANADA OR ANY OTHER AGENCY THEREOF.

Agent

BMO Nesbitt Burns Inc.

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The Additional Series CBL14 Covered Bonds will be offered by BMO Nesbitt Burns Inc. (the “Agent”) pursuant to an agency agreement dated January 26, 2018 between the Issuer and the Agent. The Additional Series CBL14 Covered Bonds may be purchased or offered at various times by the Agent, as agent, at prices and commissions to be agreed upon, for sale to the public at prices to be negotiated with purchasers. Sale prices may vary during the distribution period and as between purchasers. The Agent is a wholly-owned subsidiary of the Bank.

It is not currently anticipated that the Series CBL14 Covered Bonds will be listed on or traded over any stock exchange or quotation system and, consequently, there is no market through which these securities may be sold and purchasers may not be able to resell securities purchased under this Information Statement in the secondary market. This may affect the pricing of the securities, transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. See “Risk Factors”.

In this Information Statement, unless otherwise specified, all dollar amounts are expressed in Canadian dollars.

The offering of the Additional Series CBL14 Covered Bonds is subject to approval of certain legal matters on behalf of the Issuer and the Guarantor by Osler, Hoskin & Harcourt LLP and on behalf of the Agent by McCarthy Tétrault LLP.

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IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS INFORMATION STATEMENT

Information about the Additional Series CBL14 Covered Bonds has been provided in two separate sections of this Information Statement: (a) Part I, which describes additional specific terms of the Additional Series CBL14 Covered Bonds and certain other related matters, and (b) Part II, which contains the Issuer’s UKLA Prospectus for Covered Bonds dated October 17, 2017 (the “European Prospectus”), which provides more general information about the Covered Bond Program of which the Series CBL14 Covered Bonds are a part. Initially capitalized terms that are used in Part I of this Information Statement that are not defined in Part I have the meaning given to them in the European Prospectus.

When or if the information in Part I of this Information Statement, or in the documents incorporated by reference in this Information Statement, is more specific than, or inconsistent with, the information in Part II of this Information Statement, potential purchasers should rely on the information in Part I of this Information Statement or in the documents incorporated by reference, as applicable. Prospective purchasers should rely only on the information provided in this Information Statement. The Issuer has not authorized anyone to provide potential purchasers with different information. This Information Statement includes cross references to captions of this Information Statement where further related discussions may be found. The Table of Contents provides the pages on which these captions are located.

It is important for potential purchasers to read and consider all of the information contained in both parts of this Information Statement in making their investment decision.

TABLE OF CONTENTS

Page

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IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS INFORMATION STATEMENT ....................................................................................... 3 

DOCUMENTS INCORPORATED BY REFERENCE ................................................................ 5 

CAUTION REGARDING FORWARD-LOOKING STATEMENTS ......................................... 5 

ELIGIBILITY FOR INVESTMENT ............................................................................................. 7 

DESCRIPTION OF THE ADDITIONAL SERIES CBL14 COVERED BONDS ....................... 7 

FINAL TERMS OF ADDITIONAL SERIES CBL14 COVERED BONDS ................................ 8 

PLAN OF DISTRIBUTION ........................................................................................................ 16 

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ............................. 16 

RISK FACTORS ......................................................................................................................... 18 

BOOK-ENTRY ONLY SYSTEM ............................................................................................... 18 

PART II – EUROPEAN PROSPECTUS .................................................................................... 19 

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PART I

DOCUMENTS INCORPORATED BY REFERENCE

The following documents which have previously been publicly filed shall be deemed to be incorporated in, and to form part of, this Information Statement:

(1) the Issuer’s annual information form dated December 5, 2017;

(2) the audited consolidated financial statements of the Issuer, which comprise the consolidated balance sheets as at October 31, 2017 and October 31, 2016, the consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended October 31, 2017, together with the independent auditors’ report thereon and the auditors’ report on internal control over financial reporting under Standards of the Public Company Accounting Oversight Board (United States);

(3) management’s discussion and analysis of the Issuer for the year ended October 31, 2017 (the “2017 Annual MD&A”);

(4) the unaudited consolidated interim financial statements of the Issuer as at and for the three months ended January 31, 2018;

(5) management’s discussion and analysis of the Issuer for the three months ended January 31, 2018 (the “First Quarter MD&A”); and

(6) the Investor Report of the Issuer for the period ended February 28, 2018, dated March 15, 2018.

Items (1) to (5) may be found under the Issuer’s profile at www.sedar.com, and item (6) may be found on the Issuer’s website at http://www.bmo.com/home/about/banking/investor-relations/covered-bonds/registered-covered-bond.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this Information Statement is deemed to be modified or superseded, for purposes of this Information Statement, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Information Statement modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of material fact or an omission to state a material fact that was required to be stated or that was necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Information Statement.

Copies of this Information Statement and the documents incorporated by reference in this Information Statement can be obtained on written request and without charge from the Corporate Secretary’s Office of the Issuer, 100 King Street West, 1 First Canadian Place, 21st Floor, Toronto, Ontario, Canada, M5X 1A1.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Public communications made by the Issuer and/or the Guarantor often include written or oral forward-looking statements. Statements of this type are included in this Information Statement, and may be included in other filings with Canadian securities regulators or the United States Securities and Exchange Commission, or in other communications. All such statements by the Issuer (but not the Guarantor, to the extent of U.S. law) are made pursuant to the “safe harbor” provisions of, and are intended to be forward-looking statements under, the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. Forward-looking statements may involve, but are not limited to, comments with respect to the Issuer’s objectives and priorities for fiscal 2018 and beyond, strategies or future actions, targets of the Issuer, expectations for the

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Issuer's financial condition or share price, and the results of or outlook for operations or for the Canadian, U.S. and international economies. Forward-looking statements are typically identified by words such as “will”, “should”, “believe”, “expect”, “anticipate”, “intend”, “estimate”, “plan”, “goal”, “target”, “may” and “could”.

By their nature, forward-looking statements require the Issuer and/or the Guarantor to make assumptions and are subject to inherent risks and uncertainties, both general and specific in nature. There is significant risk that predictions, forecasts, conclusions or projections will not prove to be accurate, that the Issuer's and/or the Guarantor’s assumptions may not be correct and that actual results may differ materially from such predictions, forecasts, conclusions or projections. The Issuer cautions readers of this document not to place undue reliance on forward-looking statements by the Issuer or the Guarantor as a number of factors – many of which are beyond the control of the Issuer and the Guarantor and the effects of which can be difficult to predict - could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed in the forward-looking statements.

The future outcomes that relate to forward-looking statements may be influenced by many factors, including but not limited to: general economic and market conditions in the countries in which the Issuer operates; weak, volatile or illiquid capital and/or credit markets; interest rate and currency value fluctuations; changes in monetary, fiscal, or economic policy and tax legislation and interpretation; the level of competition in the geographic and business areas in which the Issuer operates; changes in laws or in supervisory expectations or requirements, including capital, interest rate and liquidity requirements and guidance, and the effect of such changes on funding costs; judicial or regulatory proceedings; the accuracy and completeness of the information the Issuer obtains with respect to its customers and counterparties; the Issuer’s ability to execute its strategic plans and to complete and integrate acquisitions, including obtaining regulatory approvals; critical accounting estimates and the effect of changes to accounting standards, rules and interpretations on these estimates; operational and infrastructure risks; changes to the Issuer’s credit ratings; political conditions, including changes relating to or affecting economic or trade matters; global capital markets activities; the possible effects on the Issuer’s business of war or terrorist activities; outbreaks of disease or illness that affect local, national or international economies; natural disasters and disruptions to public infrastructure, such as transportation, communications, power or water supply; technological changes; information and cyber security, including the threat of hacking, identity theft and corporate espionage, as well as the possibility of denial of service resulting from efforts targeted at causing system failure and service disruption; and the Issuer’s ability to anticipate and effectively manage risks associated with all of the foregoing factors.

The Issuer and the Guarantor caution that the foregoing list is not exhaustive of all possible factors. Other factors and risks could adversely affect the Issuer’s results. For more information, please see the discussion in the Risks That May Affect Future Results section on page 79 of the 2017 Annual MD&A, the sections related to credit and counterparty, market, insurance, liquidity and funding, operational, model, legal and regulatory, business, strategic, environmental and social, and reputation risk, which begin on page 86 of the 2017 Annual MD&A, the discussion in the Critical Accounting Estimates – Income Taxes and Deferred Tax Assets section on page 114 of the 2017 Annual MD&A, and the Risk Management section of the First Quarter MD&A, which are incorporated by reference herein and which outline certain key factors and risks that may affect the Issuer’s future results. Investors and others should carefully consider these factors and risks, as well as other uncertainties and potential events, and the inherent uncertainty of forward-looking statements. Neither the Issuer nor the Guarantor undertakes to update any forward-looking statements, whether written or oral, that may be made from time to time by the organization or on its behalf, except as required by law. The forward-looking information contained or incorporated by reference into this Information Statement is presented for the purpose of assisting investors in understanding the Issuer's and the Guarantor’s financial position as at and for the periods ended on the dates presented, as well as the Issuer’s strategic priorities and objectives, and may not be appropriate for other purposes.

Material economic assumptions underlying the forward-looking statements contained in this document are set out in the 2017 Annual MD&A under the heading “Economic Developments and Outlook”, as updated by the “Economic Review and Outlook” section set forth in the First Quarter MD&A. Assumptions about the performance of the Canadian and U.S. economies, as well as overall market conditions and their combined effect on the Issuer’s business, are material factors it considers when determining its strategic priorities, objectives and expectations for its business. In determining the Issuer’s expectations for economic growth, both broadly and in the financial services sector, the Issuer primarily considers historical economic data provided by governments, historical relationships between economic and financial variables, and the risks to the domestic and global economy. See the Economic Review and Outlook section of the First Quarter MD&A.

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ELIGIBILITY FOR INVESTMENT

The Additional Series CBL14 Covered Bonds, if issued on the date hereof, would be qualified investments under the Income Tax Act (Canada) (the “Tax Act”) and the Regulations for trusts governed by a registered retirement savings plan (“RRSP”), registered retirement income fund (“RRIF”), registered education savings plan (“RESP”), registered disability savings plan (“RDSP”), deferred profit sharing plan (other than trusts governed by a deferred profit sharing plan for which any of the employers is the Issuer, or an employer with which the Issuer does not deal at arm’s length within the meaning of the Tax Act) and a tax-free savings account (a “TFSA”). The Additional Series CBL14 Covered Bonds will not be a “prohibited investment” for a trust governed by a TFSA, RDSP, RESP, RRSP or RRIF on the date hereof provided the holder of the TFSA or RDSP, the subscriber of the RESP, or the annuitant of the RRSP or RRIF, for purposes of the Tax Act, deals at arm’s length with the Issuer and does not have a “significant interest” in the Issuer. Purchasers who intend to hold Additional Series CBL14 Covered Bonds in a TFSA, RDSP, RESP, RRSP or RRIF should consult their own tax advisors in this regard.

DESCRIPTION OF THE ADDITIONAL SERIES CBL14 COVERED BONDS

The Terms and Conditions (as defined and set forth in the European Prospectus) will apply to Additional Series CBL14 Covered Bonds issued pursuant to this Information Statement as supplemented, modified or replaced by the final terms applicable to the Additional Series CBL14 Covered Bonds, as more fully described below under “Final Terms of Additional Series CBL14 Covered Bonds” (the “Final Terms”).

The Additional Series CBL14 Covered Bonds will be issued in “book-entry only” form and must be purchased or transferred through participants in the depository service of CDS Clearing and Depository Services Inc. (“CDS”). See “Book-Entry Only System”.

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FINAL TERMS OF ADDITIONAL SERIES CBL14 COVERED BONDS

PART 1

CONTRACTUAL TERMS

Terms used herein will be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the European Prospectus.

1. (a) Issuer: Bank of Montreal

(b) Guarantor: BMO Covered Bond Guarantor Limited Partnership

2. (a) Series Number: CBL14

(b) Tranche Number: 2

(c) Series which Covered Bonds will be consolidated and form a single Series with:

Series CBL14

(d) Date on which the Covered Bonds will be consolidated and form a single Series with the Series specified above:

March 27, 2018

3. Specified Currency or Currencies: Canadian dollars

4. Aggregate Principal Amount:

(a) Series: Following the issuance of the Additional Series CBL14 Covered Bonds, the aggregate outstanding dollar principal amount of Series CBL14 Covered Bonds will be $2,000,000,000.

(b) Tranche: $1,000,000,000

5. Issue Price: 99.638 per cent. of the Aggregate Nominal Amount of the Additional Series CBL14 Covered Bonds plus $2.76287671 accrued interest per $1,000 (aggregate accrued interest of $2,762,876.71) (54 days)

6. (a) Specified Denominations: $100,000 and integral multiples of $1,000 in excess thereof

(b) Calculation Amount: $1,000

7. (a) Issue Date: March 27, 2018

(b) Interest Commencement Date: February 1, 2018

8. (a) Final Maturity Date: February 1, 2023

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(b) Extended Due for Payment Date of Guaranteed Amounts corresponding to the Final Redemption Amount under the Covered Bond Guarantee:

February 1, 2024

9. Interest Basis: From (and including) the Interest Commencement Date to (but excluding) the Final Maturity Date: 3 month Banker’s Acceptance Rate (as defined below) + 0.19 per cent. Floating Rate payable quarterly in arrears on each Interest Payment Date

From (and including) the Final Maturity Date to (but excluding) the Extended Due for Payment Date: 30 day Bankers’ Acceptance Rate (as defined below) + 0.25 per cent. Floating Rate payable monthly in arrears on each Interest Payment Date

10. Redemption/Payment Basis: Redemption at par on the Final Maturity Date, subject to extension as set out in European Prospectus

11. Change of Interest Basis or Redemption/Payment Basis:

Floating to Floating

12. Put/Call Options: Not Applicable

13. Date of Board approval for issuance of Covered Bonds:

Not Applicable

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14. Fixed Rate Covered Bond Provisions: Not Applicable

15. Floating Rate Covered Bond Provisions: Applicable from and including the Interest Commencement Date to but excluding the Extended Due for Payment Date

Applicable in respect of the Extended Due for Payment Date of Guaranteed Amounts corresponding to the Final Redemption Amount under the Covered Bond Guarantee

(a) Interest Period(s): The first Interest Period will be the period from and including the Interest Commencement Date to but excluding the following Interest Payment Date and subsequent Interest Periods will be from and including the Interest Payment Date to but excluding the immediately following Interest Payment Date, to but excluding the Final Maturity Date.

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If applicable, the first Interest Period after the Final Maturity Date will be the period from and including the Final Maturity Date to but excluding the following Interest Payment Date and subsequent Interest Periods will be from and including the Interest Payment Date to but excluding the immediately following Interest Payment Date, to but excluding the Extended Due for Payment Date.

(b) Interest Payment Date(s): February 1, May 1, August 1 and November 1 in each year, commencing on May 1, 2018, up to and including the Final Maturity Date; and

If applicable, with respect to each month, the 1st calendar day payable from but excluding the Final Maturity Date to and including the earlier of:

(i) the date on which the Series CBL14 Covered Bonds are redeemed in full; and (ii) the Extended Due for Payment Date

(c) First Interest Payment Date: May 1, 2018

(d) Business Day Convention: Modified Following Business Day Convention

(e) Business Day(s): Toronto

(f) Additional Business Centre(s): Not Applicable.

(g) Manner in which the Rate of Interest and Interest Amount is to be determined:

Screen Rate Determination

(h) Party responsible for calculating the Rate of Interest and Interest Amount (if not the Issuing and Paying Agent):

BMO Nesbitt Burns Inc. (the “Calculation Agent”)

(i) Screen Rate Determination: Applicable

Reference Rate: 3 month Bankers’ Acceptance Rate in respect of the period from and including the Interest Commencement Date to but excluding the Final Maturity Date. For greater certainty, “3 month Bankers’ Acceptance Rate” means the average bid rate (expressed as an annual percentage rate) rounded to the nearest one-hundred thousandth of 1.00% (with .000005 per cent being rounded up) for Canadian dollar bankers’ acceptances with maturities of three months which appear on the Relevant Screen Page at the Relevant Time on the Interest Determination Date.

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If the 3 month Bankers’ Acceptance Rate does not appear on the Relevant Screen Page or the Relevant Screen Page is not available on an Interest Determination Date, the Calculation Agent shall request that the principal Toronto office of each of four major Canadian Schedule I chartered banks nominated by the Calculation Agent provide the Calculation Agent with its bid rate (expressed as a percentage rate per annum) for 3 month bankers’ acceptances in Canadian dollars for settlement on such Interest Determination Date and in an amount approximately equal to the Aggregate Principal Amount of the Covered Bonds then outstanding accepted by such banks as at the Relevant Time on such Interest Determination Date. If two or more of such banks provide the Calculation Agent with such bid rates as requested, the Reference Rate for such Interest Determination Date shall be the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of such offered quotations, as determined by the Calculation Agent. If fewer than two quotations are provided as requested, the Reference Rate for such Interest Determination Date shall be the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 rounded upwards) of the bid rates quoted by major banks in Toronto, selected by the Calculation Agent, for 3 month bankers’ acceptances in Canadian dollars for settlement on such Interest Determination Date and in an amount approximately equal to the Aggregate Principal Amount of the Series CBL14 Covered Bonds accepted by those banks as at the Relevant Time on the Interest Determination Date, as determined by the Calculation Agent.

30 day Bankers’ Acceptance Rate in respect of the period from and including the Final Maturity Date to but excluding the Extended Due for Payment Date. For greater certainty, “30 day Bankers’ Acceptance Rate” means the average bid rate (expressed as an annual percentage rate) rounded to the nearest one-hundred thousandth of 1.00% (with .000005 per cent being rounded up) for Canadian dollar bankers’ acceptances with maturities of one month which appear on the Relevant Screen Page at the Relevant Time on the Interest Determination Date.

If the 30 day Bankers’ Acceptance Rate does not appear on the Relevant Screen Page or the Relevant Screen Page is not available on an Interest Determination Date, the Calculation Agent shall request that the principal

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Toronto office of each of four major Canadian Schedule I chartered banks nominated by the Calculation Agent provide the Calculation Agent with its bid rate (expressed as a percentage rate per annum) for 30 day bankers’ acceptances in Canadian dollars for settlement on such Interest Determination Date and in an amount approximately equal to the Aggregate Principal Amount of the Covered Bonds then outstanding accepted by such banks as at the Relevant Time on such Interest Determination Date. If two or more of such banks provide the Calculation Agent with such bid rates as requested, the Reference Rate for such Interest Determination Date shall be the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of such offered quotations, as determined by the Calculation Agent. If fewer than two quotations are provided as requested, the Reference Rate for such Interest Determination Date shall be the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 rounded upwards) of the bid rates quoted by major banks in Toronto, selected by the Calculation Agent, for 30 day bankers’ acceptances in Canadian dollars for settlement on such Interest Determination Date and in an amount approximately equal to the Aggregate Principal Amount of the Series CBL14 Covered Bonds accepted by those banks as at the Relevant Time on the Interest Determination Date, as determined by the Calculation Agent.

Relevant Time: 10:00 am (Toronto time)

Relevant Financial Centre: Toronto

Interest Determination Date(s): First Canadian Business Day in each Interest Period specified in item 15(a)

Relevant Screen Page: The display designated as CDOR on the Reuters Monitor Money Rates Service (or such other page as may replace the CDOR page on that Service) for purposes of displaying Canadian dollar bankers’ acceptance rates.

(j) ISDA Determination: Not Applicable

(k) Floating Rate Covered Bond Margin(s):

From (and including) the Interest Commencement Date to (but excluding) the Final Maturity Date, + 0.19% per annum

From (and including) the Final Maturity Date to (but excluding) the Extended Due for Payment Date, +

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0.25% per annum

(l) Minimum Rate of Interest: Not applicable

(m) Maximum Rate of Interest: 60 per cent. per annum

(n) Day Count Fraction: Actual/365 (Fixed)

16. Zero Coupon Covered Bond Provisions: Not applicable

PROVISIONS RELATING TO REDEMPTION

17. Issuer Call: Not Applicable

18. Put Option: Not Applicable

19. Final Redemption Amount of each Covered Bond:

$1,000 per Calculation Amount

20. Early Redemption Amount of each Covered Bond payable on redemption for taxation reasons or illegality or upon acceleration following an Issuer Event of Default or Guarantor Event of Default or other early redemption and/or the method of calculating the same (if required or if different from that set out in Condition 6.7 (Early Redemption Amounts)):

$1,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS

21. Form of Covered Bonds: Registered Covered Bonds book-entry only. See “Book-Entry Only Securities”.

22. New Global Covered Bond: No

23. Financial Centre(s) or other special provisions relating to payment dates:

Toronto

24. Talons for future Coupons to be attached to Bearer Definitive Covered Bonds (and dates on which such Talons mature):

No

25. Redenomination, renominalisation and reconventioning provisions:

Not Applicable

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PART 2

OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

Listing and admission to trading: Not Applicable

2. RATINGS

Ratings: The Additional Series CBL14 Covered Bonds to be issued have been rated:

Fitch: AAA

Moody’s: Aaa

DBRS: AAA

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in Selling Restrictions in the European Prospectus, so far as the Issuer and the Guarantor are aware, no person involved in the offer of the Additional Series CBL14 Covered Bonds has an interest material to the offer.

4. OPERATIONAL INFORMATION

(a) CUSIP Code: 06368BPS1

(b) ISIN Code: CA06368BPS11

(c) Any clearing system(s) other than CDS Clearing and Depositary Services (“CDS”):

Not Applicable

(d) Name and address of initial Paying Agent(s)/Registrar(s)/Transfer Agent(s):

BNY Trust Company of Canada at the following address has been appointed as Issuing and Paying Agent in respect of the Series CBL14 Covered Bonds

1 York Street 6th Floor Toronto, Ontario M5J 0B6

(e) Names and addresses of additional Paying Agent(s)/Transfer Agent(s) (if any):

Not Applicable

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5. DISTRIBUTION

Agent: BMO Nesbitt Burns Inc.

Additional Selling Restrictions The selling restrictions specified in “Subscription and Sale and Transfer and Selling Restrictions – Selling Restrictions - Canada” in the European Prospectus are not applicable and the words “other than in Canada, for which there are no selling restrictions” are added at the end of the first sentence of the first paragraph of “Subscription and Sale and Transfer and Selling Restrictions – Selling Restrictions - General” in the European Prospectus, in respect of this offering.

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PLAN OF DISTRIBUTION

Pursuant to an agency agreement dated as of January 26, 2018 (the “Agency Agreement”) between the Issuer and the Agent, the Issuer has agreed to issue and sell, and the Agent has agreed to offer on a best efforts basis, all of the Additional Series CBL14 Covered Bonds and the Issuer has agreed to offer all of the Additional Series CBL14 Covered Bonds, for sale on the basis that the Additional Series CBL14 Covered Bonds are an exempt security or on a private placement basis in accordance with exemptions from prospectus, registration and similar requirements under applicable securities laws. The obligations of the Issuer to issue and sell, and of the Agent to sell the Additional Series CBL14 Covered Bonds, are subject to compliance with all necessary legal requirements and to the terms and conditions contained in the Agency Agreement.

While the Agent has agreed to use its best efforts to sell the Additional Series CBL14 Covered Bonds, the Agent is not obligated to purchase any of the Additional Series CBL14 Covered Bonds that are not sold. The obligations of the Agent under the Agency Agreement may be terminated in its discretion upon the basis of its assessment of the state of the financial markets and may also be terminated upon the occurrence of certain stated events. In connection therewith, the Agent may effect transactions which stabilize or maintain the market price of the Additional Series CBL14 Covered Bonds to be offered at a level different than that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

The Additional Series CBL14 Covered Bonds are being offered at prices to be negotiated by the Agent with purchasers. Accordingly, the price at which the Additional Series CBL14 Covered Bonds will be offered and sold to the public may vary as between purchasers and during the period of distribution of the Additional Series CBL14 Covered Bonds.

The Additional Series CBL14 Covered Bonds will not be listed on any securities or stock exchange. The Additional Series CBL14 Covered Bonds have not and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and, except pursuant to an exemption from registration under the U.S. Securities Act, may not be offered or sold in the United States, or to, or for the account or benefit of United States persons. This Information Statement does not constitute an offer to sell or a solicitation of an offer to buy the Additional Series CBL14 Covered Bonds in the United States or to, or for the account or benefit of, a U.S. person (as defined in Regulation S under the U.S. Securities Act). Offers and sales of any of the Additional Series CBL14 Covered Bonds within the United States, its territories, its possessions and other areas subject to its jurisdiction or to, or for the account or benefit of, a U.S. Person (as defined in Regulation S under the U.S. Securities Act), would constitute a violation of the U.S. Securities Act unless made in compliance with the registration requirements of the U.S. Securities Act or an exemption therefrom.

Subscriptions for the Additional Series CBL14 Covered Bonds will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books for the Additional Series CBL14 Covered Bonds at any time without notice. It is intended that the closing of the offering will take place on or about March 27, 2018 or such other date as the Issuer and the Agent may agree, but not later than March 30, 2018.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The section entitled “Certain Tax Legislation Affecting the Covered Bonds – Canadian Taxation” on pages 249 to 251 of the European Prospectus are replaced by the following:

The following summary describes the principal Canadian federal income tax considerations generally applicable to a purchaser who acquires Additional Series CBL14 Covered Bonds, including entitlement to all payments thereunder, as a beneficial owner pursuant to this Information Statement and who, at all relevant times, for purposes of the application of the Tax Act is or is deemed to be a resident of Canada, deals at arm’s length and is not affiliated with the Issuer and the Guarantor and holds Additional Series CBL14 Covered Bonds as capital property (a “holder”). Generally, the Additional Series CBL14 Covered Bonds will be capital property to a holder provided the holder does not acquire or hold the Additional Series CBL14 Covered Bonds in the course of carrying on a business or as part of an adventure or concern in the nature of trade. Certain holders may be entitled to make or may have already made the irrevocable election permitted by subsection 39(4) of the Tax Act, the effect of which may be to deem to be capital property any Additional Series CBL14 Covered Bonds (and all other “Canadian securities”, as defined in the Tax Act) owned by such holder in the taxation year in which the election is made and in all subsequent taxation

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years. Holders whose Additional Series CBL14 Covered Bonds might not otherwise be considered to be capital property should consult their own tax advisors concerning this election. This summary is not applicable to a purchaser (i) an interest in which is a “tax shelter investment”, as defined in the Tax Act, (ii) who is a “financial institution” for purposes of certain rules applicable to securities held by financial institutions (referred to as the “mark-to-market” rules), as defined in the Tax Act, (iii) who reports its “Canadian tax results” (as defined in the Tax Act) in a currency other than Canadian currency, or (iv) who enters into a “derivative forward agreement” (as defined in the Tax Act) in respect of its Additional Series CBL14 Covered Bonds. Such purchasers should consult their own tax advisors. This summary also does not address the application of alternative minimum tax to individuals.

This summary is based upon the facts set out in this Information Statement, current provisions of the Tax Act and the regulations thereunder (the “Regulations”), and an understanding of the current administrative policies and assessing practices of the Canada Revenue Agency published in writing by it prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act and Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and assumes that all Tax Proposals will be enacted in the form proposed. However, no assurances can be given that the Tax Proposals will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law, administrative policy or assessing practice, whether by legislative, regulatory, administrative or judicial action, nor does it take into account provincial, territorial or foreign tax considerations, 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, potential purchasers of Additional Series CBL14 Covered Bonds should consult their own tax advisors with respect to their particular circumstances.

Taxation of Interest and Other Amounts A holder of an Additional Series CBL14 Covered Bond that is a corporation, partnership, unit trust or trust of which a corporation or partnership is a beneficiary will be required to include in computing its income for a taxation year any interest or amount that is considered for the purposes of the Tax Act to be interest on the Additional Series CBL14 Covered Bond that accrues or is deemed to accrue to such holder to the end of the year or became receivable or is received by the holder before the end of the year, to the extent that such amount was not included in computing the holder’s income for a preceding taxation year.

A holder of an Additional Series CBL14 Covered Bond (other than a holder referred to in the previous paragraph) will be required to include in computing the holder’s income for a taxation year any amount received or receivable (depending upon the method regularly followed by the holder in computing income) by the holder as interest in the year on the Additional Series CBL14 Covered Bond, to the extent that such amount was not included in computing the holder’s income for a preceding taxation year.

In acquiring an Additional Series CBL14 Covered Bond , a holder may become entitled to receive an amount stipulated to be in respect of interest for the period from and including February 1, 2018 to, but excluding, the closing of this offering (“pre-issue interest”). Provided that it is reasonable to consider that a portion of the purchase price for such Additional Series CBL14 Covered Bond is paid to the Issuer in respect of the pre-issue interest, such amount will be deductible in computing income of the holder for the taxation year in which such amount is included in computing the income of the holder.

Dispositions On a disposition or deemed disposition of an Additional Series CBL14 Covered Bond, including a purchase or redemption by the Issuer prior to maturity or a repayment by the Issuer upon maturity, a holder will generally be required to include in computing its income for the taxation year in which the disposition occurs the amount of interest (including amounts considered to accrue as interest) that has accrued on the Additional Series CBL14 Covered Bond to the date of disposition to the extent that such amount has not otherwise been included in computing the holder’s income for the year in which the disposition occurred or a preceding taxation year.

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In general, on a disposition or deemed disposition of an Additional Series CBL14 Covered Bond, a holder will realize a capital gain (or a capital loss) equal to the amount, if any, by which the proceeds of disposition, net of any amount included in the holder’s income as interest and any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of such Additional Series CBL14 Covered Bond to the holder immediately before the disposition or deemed disposition. The adjusted cost base of an Additional Series CBL14 Covered Bond will be determined in accordance with the averaging rules in the Tax Act. Generally, a holder is required to include in computing its income for a taxation year one-half of the amount of any such capital gain (a ‘‘taxable capital gain’’). Subject to and in accordance with the provisions of the Tax Act, a holder is required to deduct one-half of the amount of any such capital loss (an “allowable capital loss”) realized in a taxation year from taxable capital gains realized by the holder in the year and allowable capital losses in excess of taxable capital gains may be carried back and deducted in any of the three preceding taxation years, or carried forward and deducted in any subsequent taxation year, against net taxable capital gains realized in such years.

In the event of an Issuer Event of Default and receipt by the Guarantor of any Excess Proceeds, holders should consult their own tax advisors as to whether they are required to recognize a capital gain at such time and whether any capital loss otherwise arising will be deferred until a subsequent disposition of the Additional Series CBL14 Covered Bonds.

Additional Refundable Tax A holder that is throughout the year a “Canadian controlled private corporation” (as defined in the Tax Act) may be liable to pay an additional refundable tax on certain investment income including amounts in respect of interest and taxable capital gains.

RISK FACTORS

The terms and conditions of Additional Series CBL14 Covered Bonds may introduce specific risks and investor concerns which a potential purchaser should carefully consider before reaching an investment decision. Potential investors should, in consultation with their own financial and legal advisers, carefully consider, among other matters, the risks identified in the European Prospectus under the heading “Risk Factors” before deciding whether an investment in the Additional Series CBL14 Covered Bonds is suitable. The Additional Series CBL14 Covered Bonds are not a suitable investment for a potential purchaser who does not understand their terms or the risks involved in holding the Additional Series CBL14 Covered Bonds.

BOOK-ENTRY ONLY SYSTEM

The Additional Series CBL14 Covered Bonds will be issued in “book-entry only” form and therefore must be purchased, transferred or redeemed through participants (“Participants”) in the depository service of CDS or its nominee. The Agent is a Participant. On the closing of this offering, the Issuer will cause a global certificate or certificates representing the aggregate principal amount of Series CBL14 Covered Bonds to be delivered to, and registered in the name of, CDS or its nominee.

Except as described below, no purchaser of Additional Series CBL14 Covered Bonds will be entitled to a certificate or other instrument from the Issuer or CDS evidencing that purchaser’s ownership thereof, and no purchaser will be shown on the records maintained by CDS except through a book-entry account of a Participant acting on behalf of such purchaser. Each purchaser of Additional Series CBL14 Covered Bonds will receive a customer confirmation of purchase from the registered dealer from which the Additional Series CBL14 Covered Bonds are purchased in accordance with the practices and procedures of such registered dealer. The practices of registered dealers may vary, but generally customer confirmations are issued promptly after execution of a customer order. CDS will be responsible for establishing and maintaining book-entry accounts for its Participants having interests in the Additional Series CBL14 Covered Bonds. Reference in this Information Statement to a holder of Additional Series CBL14 Covered Bonds means, unless the context otherwise requires, the owner of the beneficial interest in the Additional Series CBL14 Covered Bonds.

If the Issuer determines, or CDS notifies the Issuer in writing, that CDS is no longer willing or able to discharge properly its responsibilities as depository with respect to the Series CBL14 Covered Bonds and the Issuer is unable

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to locate a qualified successor, or if the Issuer at its option elects, or is required by law, to terminate the book-entry system, then the Series CBL14 Covered Bonds will be issued in fully registered form to holders or their nominees.

Transfer, Conversion or Redemption of Series CBL14 Covered Bonds

Transfer of ownership, conversion or redemptions of Series CBL14 Covered Bonds will be effected through records maintained by CDS or its nominee for such Series CBL14 Covered Bonds with respect to interests of Participants, and on the records of Participants with respect to interests of persons other than Participants. Holders who desire to purchase, sell or otherwise transfer ownership of or other interests in the Series CBL14 Covered Bonds may do so only through Participants. The ability of a holder to pledge a Series CBL14 Covered Bond or otherwise take action with respect to such holder’s interest in a Series CBL14 Covered Bond (other than through a Participant) may be limited due to the lack of a physical certificate.

Payments and Notices

Any payment of principal, redemption and interest on the Series CBL14 Covered Bonds will be made by the Issuer to CDS or its nominee, as the case may be, as the registered holder of the Series CBL14 Covered Bond and the Issuer understands that such payments will be credited by CDS or its nominee in the appropriate amounts to the relevant Participants. Payments to holders of Series CBL14 Covered Bonds of amounts so credited will be the responsibility of the Participants. As long as CDS or its nominee is the registered holder of the Series CBL14 Covered Bonds, CDS or its nominee, as the case may be, will be considered the sole owner of the Series CBL14 Covered Bonds for the purposes of receiving notices or payments on the Series CBL14 Covered Bonds. In such circumstances, the responsibility and liability of the Issuer in respect of notices or payments on the Series CBL14 Covered Bonds is limited to giving or making payment of any principal, redemption and interest due on the Series CBL14 Covered Bonds (as applicable) to CDS or its nominee. Each holder must rely on the procedures of CDS and, if such holder is not a Participant, on the procedures of the Participant through which such holder owns its interest, to exercise any rights with respect to the Series CBL14 Covered Bonds. The Issuer understands that under existing policies of CDS and industry practices, if the Issuer requests any action of holders or if a holder desires to give any notice or take any action which a registered holder is entitled to give or take with respect to the Series CBL14 Covered Bonds, CDS would authorize the Participant acting on behalf of the holder to give such notice or to take such action, in accordance with the procedures established by CDS or agreed to from time to time by the Issuer and CDS. Any holder that is not a Participant must rely on the contractual arrangement it has directly, or indirectly through its financial intermediary, with its Participant to give such notice or take such action.

The Issuer and the Agents will not have any liability or responsibility for: (i) records maintained by CDS relating to beneficial ownership interest in the Series CBL14 Covered Bonds held by CDS or the book-entry accounts maintained by CDS; (ii) maintaining, supervising or reviewing any records relating to any such beneficial ownership interest; or (iii) any advice or representation made by or with respect to CDS and contained herein relating to the rules and regulations of CDS or any action to be taken by CDS or at the directions of the Participants.

PART II – EUROPEAN PROSPECTUS

This Part II contains the European Prospectus, which provides more general information about the Covered Bond Program of which the Series CBL14 Covered Bonds are a part.

IMPORTANT NOTICE

NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. EXCEPT TO QUALIFIED

INSTITUTIONAL BUYERS (AS DEFINED BELOW).

IMPORTANT: You must read the following before continuing. The following applies to the Prospectus following this page, and you are therefore

advised to read this carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY

THE SECURITIES OF THE ISSUER IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE

SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION, AND THE SECURITIES MAY

NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT

TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

CERTAIN OF THE SECURITIES WILL BE OFFERED AND SOLD IN THE UNITED STATES TO A LIMITED NUMBER OF “QUALIFIED INSTITUTIONAL BUYERS” (AS DEFINED IN RULE 144A OF THE SECURITIES ACT) IN RELIANCE ON RULE 144A OF THE SECURITIES

ACT.

THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY

U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS

UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

THE COVERED BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE

COMMISSION (THE SEC) OR ANY OTHER STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE THE FOREGOING AUTHORITIES APPROVED OR DISAPPROVED THIS PROSPECTUS OR CONFIRMED THE

ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

This Prospectus has been delivered to you on the basis that you are a person into whose possession this Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. By accessing the Prospectus, you shall be deemed to have confirmed and

represented to us that (a) you have understood and agree to the terms set out herein, (b) you consent to delivery of the Prospectus by electronic transmission, (c) you are either (i) not a U.S. person (within the meaning of Regulation S under the Securities Act) or acting for the account or benefit of a

U.S. person and the electronic mail address that you have given to us and to which this e-mail has been delivered is not located in the United States, its

territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) or the

District of Columbia or (ii) a qualified institutional buyer (as defined in Rule 144A under the Securities Act) and (d) if you are a person in the United

Kingdom, then you are a person who (i) has professional experience in matters relating to investments or (ii) is a high net worth entity falling within

Article 49(2)(a) to (d) of the Financial Services and Markets Act (Financial Promotion) Order 2005.

This Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed

during the process of electronic transmission and consequently neither Bank of Montreal, BMO Covered Bond Guarantor Limited Partnership, the

Arrangers (as defined below), the relevant Dealer(s) (as defined below) nor any person who controls it nor any director, officer, employee or agent of it or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in

electronic format and the hard copy version available to you on request from Bank of Montreal, BMO Covered Bond Guarantor Limited Partnership, the

Arrangers or the relevant Dealer(s).

BANK OF MONTREAL (a Canadian chartered Bank)

U.S.$21,000,000,000

Global Registered Covered Bond Program

unconditionally and irrevocably guaranteed as to payments of interest and principal by

BMO COVERED BOND GUARANTOR LIMITED PARTNERSHIP

(a limited partnership established under the laws of the Province of Ontario) Under this U.S.$21 billion global registered covered bond program (the Program), Bank of Montreal (the Bank or the Issuer), as issuer subject to compliance with

all relevant laws, regulations and directives, may from time to time issue Covered Bonds denominated in any currency agreed between the Bank and the relevant

Dealers. This Prospectus replaces and supersedes any Prospectus or supplement with an earlier date.

The payments of all amounts due in respect of the Covered Bonds have been (save as set out herein) unconditionally and irrevocably guaranteed by BMO Covered

Bond Guarantor Limited Partnership (the Guarantor) pursuant to the Covered Bond Guarantee which is secured over the Portfolio and the Guarantor’s other assets.

Recourse against the Guarantor under the Covered Bond Guarantee is limited to the Portfolio and such assets and is subject to the applicable Priorities of Payments.

The Covered Bonds may be issued on a continuing basis to one or more of the relevant Dealer(s) as specified under Subscription and Sale and Transfer and Selling

Restrictions herein and any additional relevant Dealer(s) appointed under the Program from time to time by the Bank, which appointment may be for a specific issue

or on an ongoing basis. References in this Prospectus (the Prospectus) to the “relevant Dealer(s)” will, in the case of an issue of Covered Bonds which are to be

subscribed for or purchased by one or more relevant Dealer(s), be to all relevant Dealer(s) agreeing to subscribe for or purchase such Covered Bonds.

The aggregate principal amount of Covered Bonds outstanding will not exceed U.S.$21 billion or the equivalent in other currencies. The Bank and the Guarantor may

increase the Program Size in accordance with the terms of the Program Agreement and applicable regulatory requirements.

Application has been made to the Financial Conduct Authority (the FCA or the UK Listing Authority, as applicable) in its capacity as competent authority under the

Directive 2003/71/EC and Part VI of the Financial Services and Markets Act 2000, as amended (the FSMA) for Covered Bonds issued under the Program during the

period of 12 months from the date of this Prospectus to be admitted to the official list of the UK Listing Authority (the Official List) and to London Stock Exchange

plc (the London Stock Exchange) for such Covered Bonds to be admitted to trading on the London Stock Exchange’s Regulated Market (the Market). The Market

is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). References in this Prospectus to Covered Bonds

being listed (and all related references) will mean that such Covered Bonds have been admitted to trading on the Market and have been admitted to the Official List.

The price and amount of each Tranche of Covered Bonds to be issued under the Program will be determined by the Bank and each relevant Dealer at the time of issue

in accordance with prevailing market conditions. Notice of the aggregate nominal amount of interest (if any) payable in respect of, the Issue Price of, and any other

terms and conditions not contained herein which are applicable to each Tranche of Covered Bonds will be set out in a Final Terms Document for that Tranche, or the

Pricing Supplement with respect to Covered Bonds to be listed on the London Stock Exchange, which will be delivered to the FCA and the London Stock Exchange

on or before the date of issue of such Tranche of Covered Bonds.

The Bank and the Guarantor may agree with any Dealer and the Bond Trustee that Covered Bonds may be issued in a form not contemplated by the Terms and

Conditions of the Covered Bonds described herein, in which event a supplementary Prospectus or stand-alone Prospectus, if appropriate, will be made available which

will describe the effect of the agreement reached in relation to such Covered Bonds.

The Bank may also issue unlisted Covered Bonds or Covered Bonds not admitted to trading on any regulated market (Exempt Covered Bonds). Exempt Covered

Bonds do not form part of this Prospectus and will not be issued pursuant to this Prospectus and the UK Listing Authority has neither approved nor reviewed

information contained in this Prospectus in connection with the Exempt Covered Bonds. All Covered Bonds, including any Exempt Covered Bonds, will have the

benefit of the Covered Bond Guarantee and share equally in the Security granted by the Guarantor in respect of the Charged Property.

See Risk Factors for a discussion of certain factors to be considered in connection with an investment in the Covered Bonds.

The Covered Bonds will constitute deposit liabilities of the Bank for purposes of the Bank Act (Canada), except in certain limited circumstances: see Terms

and Conditions of the Covered Bonds—Events of Default, Acceleration and Enforcement—Issuer Events of Default and Terms and Conditions of the Covered Bonds—Meetings of Covered Bondholders, Modification, Waiver and Substitution. The Covered Bonds will rank pari passu with all deposit liabilities of the Bank without any preference among themselves and (save for any obligations required to be preferred by law) at least pari passu with all other present

and future unsubordinated and unsecured obligations of the Bank from time to time outstanding. The Covered Bonds will not be deposits insured under the

Canada Deposit Insurance Corporation Act or under any other governmental insurance scheme of any country. The Covered Bonds will constitute direct,

unconditional, unsubordinated and unsecured obligations of the Bank, except in certain limited circumstances : see Terms and Conditions of the Covered Bonds—Events of Default, Acceleration and Enforcement—Issuer Events of Default and —Meetings of Covered Bondholders, Modification, Waiver and Substitution.

The Covered Bonds and the Covered Bond Guarantee have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act),

and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons unless (a) such securities are registered under the Securities Act or (b) such

offer or sale is made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Covered

Bonds are being offered only (i) in offshore transactions to non-U.S. persons in reliance upon Regulation S under the Securities Act (Regulation S) and (ii) to

qualified institutional buyers in reliance upon Rule 144A under the Securities Act. See Form of the Covered Bonds for a description of the manner in which Covered

Bonds will be issued. Registered Covered Bonds (as defined below) are subject to certain restrictions on transfer. See Subscription and Sale and Transfer and Selling

Restrictions. Covered Bonds in bearer form may not be offered, sold or delivered within the United States or its possessions or to, or for the account or benefit of,

U.S. persons, except in certain transactions permitted by U.S. tax regulations.

The Covered Bonds issued under the Program are expected on issue to be assigned an “AAA” rating by Fitch Inc., an “Aaa” rating by Moody’s Investors Service, Inc.

and an “AAA” rating by DBRS Limited. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or

withdrawal at any time by the assigning rating organization. In general, European regulated investors are restricted from using a rating for regulatory purposes, unless

such ratings are issued by a credit rating agency established in the European Union and registered under the CRA Regulation (and such registration has not been

withdrawn or suspended). Each of Fitch Ratings, Inc., Moody’s Investors Service, Inc. and DBRS Limited is not established in the European Union and has not

applied for registration under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). The ratings have been endorsed by Fitch Ratings Ltd., Moody’s

Investors Service Ltd. and DBRS Ratings Limited, respectively, in accordance with the CRA Regulation. Each of Fitch Ratings Ltd., Moody’s Investors Service Ltd.

and DBRS Ratings Limited is established in the European Union and registered under the CRA Regulation. As such each of Fitch Ratings Ltd., Moody’s Investors

Service Ltd. and DBRS Ratings Limited is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in

accordance with the CRA Regulation. The European Securities Markets Authority has indicated that ratings issued in Canada which have been endorsed by Fitch

Ratings Ltd., Moody’s Investors Service Ltd. and DBRS Ratings Limited, respectively, may be used in the EU by the relevant market participants.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR

DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY

REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

AN INVESTMENT IN THE COVERED BONDS IS NOT SUBJECT TO RESTRICTION UNDER THE U.S. VOLCKER RULE AS AN INVESTMENT IN

AN OWNERSHIP INTEREST IN A COVERED FUND.

THE COVERED BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY CANADA MORTGAGE AND HOUSING CORPORATION (CMHC)

NOR HAS CMHC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. THE COVERED BONDS ARE NEITHER INSURED

NOR GUARANTEED BY CMHC OR THE GOVERNMENT OF CANADA OR ANY OTHER AGENCY THEREOF.

Arrangers for the Program

Barclays BMO Capital Markets

Dealers

Barclays BMO Capital Markets

The date of this Prospectus is 17 October 2017.

GENERAL

This Prospectus has been approved by the FCA as a base Prospectus for the purposes of Article 5.4 of

Directive 2003/71/EC (as amended) (the Prospectus Directive) and constitutes listing particulars for the

purposes of L.R 2.2.11 of the listing rules and has been published in accordance with the prospectus rules

made under the FSMA. This Prospectus is not a Prospectus for the purposes of Section 12(a)(2) or any

other provision or order under the Securities Act.

The Bank and the Guarantor (the Responsible Persons) each accepts responsibility for the information

contained in this Prospectus. To the best of the knowledge and belief of each of the Responsible Persons

(each having taken all reasonable care to ensure that such is the case) the information contained in this

Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such

information. Any information sourced from third parties contained in this Prospectus has been accurately

reproduced (and is clearly sourced where it appears in the document) and, as far as each of the Bank and

the Guarantor is aware and is able to ascertain from information published by that third party, no facts

have been omitted which would render the reproduced information inaccurate or misleading.

Copies of each Final Terms Document (in the case of Covered Bonds to be admitted to the Official List)

or the pricing supplement (in the case of Exempt Covered Bonds) (the Pricing Supplement) will be

available from the registered office of the Bank and from the specified office of each of the Paying

Agents. Final Terms Documents relating to the Covered Bonds which are admitted to trading on the

Market will also be available for inspection on the website of the Regulatory News Service operated by

the London Stock Exchange at www.londonstockexchange.com/exchange/news/market-news/market-

news-home.html.

This Prospectus is to be read in conjunction with any supplementary Prospectus hereto and all documents

which are deemed to be incorporated herein by reference: see Documents Incorporated by Reference.

This Prospectus will be read and construed on the basis that such documents are so incorporated and form

part of this Prospectus.

The information contained in this Prospectus was obtained from the Bank, the Guarantor and other

sources, but no assurance can be given by the relevant Dealer(s) or the Bond Trustee as to the accuracy or

completeness of this information. Accordingly, no representation, warranty or undertaking, express or

implied, is made and no responsibility or liability is accepted by the relevant Dealer(s) (except for BMO

Capital Markets or any other affiliate or subsidiary of the Issuer referred to as a Dealer) or the Bond

4

Trustee as to the accuracy or completeness of the information contained or incorporated by reference in

this Prospectus or any other information provided by the Bank or the Guarantor in connection with the

Program or any Covered Bonds. None of the relevant Dealer(s) (except for BMO Capital Markets or any

other affiliate or subsidiary of the Issuer referred to as a Dealer) or the Bond Trustee accepts any liability

in relation to the information contained or incorporated by reference in this Prospectus or any other

information provided by the Bank or the Guarantor in connection with the Program or any Covered

Bonds.

The only Persons authorised to use this Prospectus in connection with an offer of Covered Bonds are the

relevant Dealer(s) named in the applicable Final Terms Document or the applicable Pricing Supplement.

No Person is or has been authorised by the Bank, the Guarantor, any of the relevant Dealer(s) or the Bond

Trustee to give any information or to make any representation not contained in or not consistent with this

Prospectus or any other information supplied in connection with the Program or any Covered Bonds and,

if given or made, such information or representation must not be relied upon as having been authorised by

the Bank, the Guarantor, any of the relevant Dealer(s) or the Bond Trustee.

Notwithstanding anything in this document to the contrary, except as reasonably necessary to comply

with applicable securities laws, any Person may disclose to any and all Persons, without limitation of any

kind, the U.S. federal income tax treatment and tax structure of the offering and all materials of any kind

(including opinions or other tax analyses) that are provided to such Person relating to such tax treatment

and tax structure. For this purpose, “tax structure” is limited to facts relevant to the U.S. federal income

tax treatment of the offering.

Neither this Prospectus, including the documents which are deemed to be incorporated herein by

reference, nor any other information supplied in connection with the Program or any Covered Bonds (a) is

intended to provide the sole basis of any credit or other evaluation, or (b) should be considered as a

recommendation by the Bank, the Guarantor, any of the relevant Dealer(s) or the Bond Trustee that any

recipient of this Prospectus or any other information supplied in connection with the Program or any

Covered Bonds should purchase any Covered Bonds. Each investor contemplating purchasing any

Covered Bonds should make its own independent investigation of the financial condition and affairs, and

its own appraisal of the creditworthiness, of the Bank and the Guarantor. Neither this Prospectus nor any

other information supplied in connection with the Program or the issue of any Covered Bonds constitutes

an offer or invitation by or on behalf of the Bank, the Guarantor, any of the relevant Dealer(s) or the Bond

Trustee to any Person to subscribe for or to purchase any Covered Bonds.

Neither the delivery of this Prospectus nor the offering, sale or delivery of any Covered Bonds will in any

circumstances imply that the information contained herein concerning the Bank and the Guarantor is

correct at any time subsequent to the date hereof, or, with respect to documents which are deemed to be

incorporated herein by reference, the date indicated on such documents, or that any other information

supplied in connection with the Program is correct as of any time subsequent to the date indicated in the

document containing the same. The relevant Dealer(s) and the Bond Trustee expressly do not undertake

to review the financial condition or affairs of the Bank or the Guarantor during the life of the Program or

to advise any investor in any Covered Bonds of any information coming to their attention.

As set forth in the applicable Final Terms Document or the applicable Pricing Supplement, the Covered

Bonds are being offered and sold (a) in reliance on Rule 144A under the Securities Act (Rule 144A) to

“qualified institutional buyers” (as defined in Rule 144A) (QIBs) and/or (b) in accordance with

Regulation S to non-U.S. persons in offshore transactions. Prospective purchasers are hereby notified that

the sellers of the Covered Bonds may be relying on the exemption from the provisions of Section 5 of the

Securities Act provided by Rule 144A.

5

IMPORTANT – EEA RETAIL INVESTORS – If the Final Terms Document (or Pricing Supplement,

as the case may be) in respect of any Covered Bonds includes a legend entitled “Prohibition of Sales to

EEA Retail Investors”, the Covered Bonds, from 1 January 2018, are not intended to be offered, sold or

otherwise made available to and, with effect from such date, should not be offered, sold or otherwise

made available 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: (i) a retail client as defined in point (11) of Article 4(1)

of Directive 2014/65/EU (MiFID II); (ii) a customer within the meaning of Directive 2002/92/EC (IMD),

where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of

MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the

Prospectus Directive). Consequently no key information document required by Regulation (EU) No.

1286/2014 (the PRIIPs Regulation) for offering or selling the Covered Bonds or otherwise making them

available to retail investors in the EEA has been prepared and therefore offering or selling the Covered

Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the

PRIIPs Regulation.

This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Covered

Bonds in any jurisdiction to any Person to whom it is unlawful to make such an offer or solicitation in

such jurisdiction. The distribution of this Prospectus and the offer or sale of any Covered Bonds may be

restricted by law in certain jurisdictions. The Bank, the Guarantor, the relevant Dealer(s) and the Bond

Trustee do not represent that this Prospectus may be lawfully distributed, or that any Covered Bonds may

be lawfully offered, in compliance with any applicable registration or other requirements in any such

jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for

facilitating any such distribution or offering. In particular, no action has been taken by the Bank, the

Guarantor, the relevant Dealer(s) or the Bond Trustee which would permit a public offering of any

Covered Bonds outside the European Economic Area or distribution of this Prospectus in any jurisdiction

where action for that purpose is required. Accordingly, no Covered Bonds may be offered or sold,

directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be

distributed or published in any jurisdiction, except under circumstances that will result in compliance with

any applicable laws, rules and/or regulations. Persons into whose possession this Prospectus or any

Covered Bonds may come must inform themselves about, and observe, any such restrictions on the

distribution of this Prospectus and the offering and sale of any Covered Bonds. In particular, there are

restrictions on the distribution of this Prospectus and the offer or sale of any Covered Bonds in Canada,

the United States, the European Economic Area (including the United Kingdom, the Netherlands, the

Republic of Italy, Germany, the Republic of France, Denmark, Sweden and Spain), Australia,

Switzerland, Japan, Hong Kong and Singapore; see Subscription and Sale and Transfer and Selling

Restrictions.

This base Prospectus has been prepared on the basis that any offer of Covered Bonds in any member state

of the European Economic Area (each, a Member State) which has implemented the Prospectus

Directive (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus

Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus

for offers of any Covered Bonds. Accordingly, any Person making or intending to make an offer in that

Relevant Member State of any Covered Bonds which are the subject of an offering contemplated in this

Prospectus as completed by a Final Terms Document or a Pricing Supplement in relation to the offer of

those Covered Bonds may only do so in circumstances in which no obligation arises for the Bank or any

Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a

prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.

Neither the Bank nor any Dealer have authorised, nor do they authorise, the making of any offer of any

Covered Bonds in circumstances in which an obligation arises for the Bank or any Dealer to publish or

supplement a prospectus for such offer.

6

In connection with the issue of any Tranche of Covered Bonds, the relevant Dealer(s) (if any) named as

the stabilising manager(s) (or any Persons acting on behalf of any stabilising manager) in the applicable

Final Terms Document or the applicable Pricing Supplement may over-allot Covered Bonds or effect

transactions with a view to supporting the market price of the Covered Bonds at a level higher than that

which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation

action may begin on or after the date on which adequate public disclosure of the terms of the offer of the

relevant Tranche of Covered Bonds is made and, if begun, may cease at any time, but it must end no later

than the earlier of 30 days after the Issue Date of the relevant Tranche of Covered Bonds and 60 days

after the date of the allotment of the relevant Tranche of Covered Bonds. Any stabilisation action or

over-allotment must be conducted by the relevant stabilising manager(s) (or Persons acting on behalf of

any stabilising manager(s)) in accordance with all applicable laws and rules.

In making an investment decision, investors must rely on their own examination of the Bank and the

Guarantor and the terms of the Covered Bonds being offered, including the merits and risks involved.

None of the relevant Dealer(s), the Bank, the Guarantor or the Bond Trustee makes any representation to

any investor in the Covered Bonds regarding the legality of its investment under any applicable laws,

rules and regulations. Any investor in any Covered Bonds should be able to bear the economic risk of an

investment in the Covered Bonds for an indefinite period of time.

Please consider carefully the risk factors set out in the sections herein entitled Risk Factors.

The Covered Bonds may not be a suitable investment for all investors

Each of the risks highlighted herein could adversely affect the trading price of any Covered Bonds or the

rights of investors under any Covered Bonds and, as a result, investors could lose some or all of their

investment. The Bank believes that the factors described herein represent the main risks inherent in

investing in Covered Bonds issued under the Program, but the Bank and/or the Guarantor may be unable

to pay or deliver the amounts in connection with any Covered Bonds for other reasons and the Bank does

not represent that the statements herein regarding the risks of holding any Covered Bonds are exhaustive.

Each potential investor in the Covered Bonds must determine the suitability of that investment in light of

its own circumstances. In particular, each potential investor should:

have sufficient knowledge and experience to make a meaningful evaluation of the Covered Bonds, the merits and risks of investing in the Covered Bonds and the information contained in

this Prospectus or incorporated herein by reference or any applicable supplement;

have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Covered Bonds and to assess the impact the

Covered Bonds will have on its overall investment portfolio;

have sufficient financial resources and liquidity to bear all of the risks of an investment in the Covered Bonds, including Covered Bonds with principal or interest payable in one or more

currencies, or where the currency for principal or interest payments is different from the currency

in which the potential investor’s financial activities are principally denominated;

understand thoroughly the terms of the Covered Bonds and be familiar with the behaviour of any relevant indices and financial markets; and

7

be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the

applicable risks.

Covered Bonds are complex financial instruments. Sophisticated institutional investors generally do not

purchase complex financial instruments as stand-alone investments. They purchase complex financial

instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition

of risk to their overall portfolios. A potential investor should not invest in Covered Bonds which are

complex financial instruments unless it has the expertise (either alone or with a financial adviser) to

evaluate how the Covered Bonds will perform under changing conditions, the resulting effect on the value

of the Covered Bonds and the impact this investment will have on the potential investor’s overall

investment portfolio.

U.S. INFORMATION

The Covered Bonds have not been approved or disapproved by the SEC or any other state securities

commission or other regulatory authority in the United States, nor have the foregoing authorities

approved or disapproved this Prospectus or confirmed the accuracy or adequacy of this Prospectus. Any

representation to the contrary is a criminal offence.

The Covered Bonds in bearer form are subject to U.S. tax law requirements and may not be offered, sold

or delivered within the United States or its possessions or to, or for the account or benefit of, United

States persons, except in certain transactions permitted by U.S. tax regulations. Terms used in this

section have the meanings given to them by the U.S. Internal Revenue Code of 1986, as amended, and the

regulations promulgated thereunder.

In making an investment decision, investors must rely on their own examination of the Bank and the

Guarantor and the terms of the Covered Bonds being offered, including the merits and risks involved.

The Prospectus may be distributed on a confidential basis in the United States to a limited number of

QIBs for informational use solely in connection with the consideration of the purchase of the Covered

Bonds being offered hereby. Its use for any other purpose in the United States is not authorised. The

Prospectus may not be copied or reproduced in whole or in part nor may it be distributed or any of its

contents disclosed to anyone other than the prospective investors to whom it is originally distributed.

Registered Covered Bonds may be offered or sold within the United States or to U.S. persons only to

QIBs in transactions exempt from registration under the Securities Act.

Each purchaser or holder of Registered Covered Bonds, or any Covered Bond issued in registered form in

exchange or substitution therefor, will be required to make, or will be deemed by its acceptance or

purchase of any such Covered Bond to have made, certain representations and agreements intended to

restrict the resale or other transfer of such Covered Bonds as set out in Subscription and Sale and

Transfer and Selling Restrictions herein. Unless otherwise stated, terms used in this paragraph have the

meanings given to them in Form of the Covered Bonds.

AVAILABLE INFORMATION

In addition to the continuous disclosure obligations under the securities laws of the provinces and

territories of Canada, the Bank and the Guarantor are subject to the informational reporting requirements

of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), and in accordance

therewith file reports and other information with the SEC. Under a multijurisdictional disclosure system

8

adopted by the United States and Canada, such reports and other information may be prepared in

accordance with the disclosure requirements of the provincial and territorial securities regulatory

authorities of Canada, which requirements are different from those of the United States. These reports

and other information, when filed or furnished by us in accordance with such requirements, can be

inspected and copied by the investors at the SEC’s Public Reference Room located at 100 F Street,