Bank of Montreal

January 6, 2022

Regulatory Notice

Publication of Amended and Restated Final Terms

Bank of Montreal issued   GBP 225,000,000 Floating Rate Senior Notes due 9 January 2023 , Series 254 on 23 December 2021 under Final Terms dated 21 December 2021 (the "Notes") pursuant to its U.S.$20,000,000,000 Note issuance Programme (the "Programme").

The following document constitutes the Amended and Restated Final Terms dated 6 January 2022 (the "Amended and Restated Final Terms") relating to the issue of the Notes for purpose of Article 8 of Regulation (EU) 2017/1129 and as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (EUWA)   and must be read in conjunction with the Prospectus dated July 16, 2021, as supplemented by the 1^st Supplement dated August 25, 2021 and the 2^nd Supplement dated December 10, 2021 relating to the Programme (together, the "Prospectus").  Full information on Bank of Montreal and the offer of the Notes is only available on the basis of the combination of the Amended and Restated Final Terms and the Prospectus.

The Amended and Restated Final Terms have been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

DISCLAIMER - INTENDED ADDRESSEES

Please note that the information contained in the Prospectus and the Amended and Restated Final Terms may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Prospectus) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the Amended and Restated Final Terms is not addressed. Prior to relying on the information contained in the Amended and Restated Final Terms you must ascertain from the Prospectus, as supplemented by these Amended and Restated Final Terms, whether or not you are part of the intended addressees of the information contained therein.

The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and are subject to US tax law requirements.  Subject to certain exceptions, the Notes may not be offered, sold or delivered in the United States or to or for the account of US persons (as defined in Regulation S under the Securities Act).

Your right to access this service is conditional upon complying with the above requirement.

MiFID II and UK MiFIR professionals / ECPs-only / No PRIIPs KID - Manufacturer target market (MiFID II product governance and UK MIFIR product governance ) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA and the United Kingdom.

To view the Amended and Restated Final Terms in full, please paste the following URL into the address bar of your browser.

http://www.rns-pdf.londonstockexchange.com/rns/7054X_1-2022-1-6.pdf

For further information, please contact:

Sara Virani

Corporate Secretary's Dept.

Phone: (647) 979-1095

Email: [email protected]  

END

ANNEX C

Form of Certificate
of the Head, Capital Management of the Issuer

CERTIFICATE

BANK OF MONTREAL

GBP 500,000,000

1.500 PER CENT. NOTES DUE DECEMBER 18, 2024, SERIES 192

ISSUED PURSUANT TO ITS

U.S.$20,000,000,000 NOTE ISSUANCE PROGRAMME

(the "Notes")

To:  BANK OF MONTREAL, LONDON BRANCH

CREDIT SUISSE SECURITIES (EUROPE) LIMITED

  LLOYDS BANK CORPORATE MARKETS PLC

  NATWEST MARKETS PLC

  (as Joint Lead Managers)

  and

  BARCLAYS BANK PLC

  HSBC BANK PLC

  NOMURA INTERNATIONAL PLC

(together, with the Joint-Lead Managers, the Managers)

  c/o CREDIT SUISSE SECURITIES (EUROPE) LIMITED

  OSLER, HOSKIN & HARCOURT LLP
 

  NORTON ROSE FULBRIGHT LLP

I, Caroline Dufaux, Head, Capital Management of Bank of Montreal (the "Bank"), hereby certify for and on behalf of the Bank that:

(i)  the conditions set out in Clause 3(2) of the Programme Agreement amended and restated as of July 11, 2019, between the Bank and the dealers named therein have been satisfied;

(ii)  the aggregate principal amount of Notes outstanding on the date hereof (determined in accordance with the Agency Agreement amended and restated as of July 11, 2019, as amended) under the Bank's Note Issuance Programme, after giving effect to the issue today of the Notes in the aggregate principal amount of GBP 500,000,000 does not exceed U.S.$20,000,000,000 or its equivalent in other currencies (determined in accordance with Clause 3(5) of the Programme Agreement); and

(iii)  the condition relating to yield set out in paragraph 10 (b) of the resolutions passed by the Board of Directors of the Bank at meetings duly called and held on May 29, 2019 has been complied with in connection with the issue of the Notes

  DATED this 18^th day of September, 2019.

Bank of Montreal

By:   

  Caroline Dufaux

  Head, Capital Management

  Bank of Montreal