Obligation Montreal Bank 3.803% ( US06368BGS16 ) en USD

Montreal Bank

96.539 % ▼

Canada

US06368BGS16 ( en USD )

3.803% par an ( paiement semestriel )

14/12/2032

Prospectus brochure de l'obligation Bank of Montreal US06368BGS16 en USD 3.803%, échéance 14/12/2032

06368BGS1

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

15/12/2025 ( Dans 167 jours )

La Banque de Montréal (BMO) est une institution financière multinationale canadienne offrant une vaste gamme de services bancaires de détail, de gestion de patrimoine, de marchés des capitaux et de services bancaires aux entreprises à l'échelle mondiale.

L'Obligation émise par Montreal Bank ( Canada ) , en USD, avec le code ISIN US06368BGS16, paye un coupon de 3.803% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2032

L'Obligation émise par Montreal Bank ( Canada ) , en USD, avec le code ISIN US06368BGS16, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Montreal Bank ( Canada ) , en USD, avec le code ISIN US06368BGS16, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 d501861d424b2.htm 424B2
Table of Contents
Registration Statement No. 333-217200
Filed pursuant to Rule 424(b)(2)
PROSPECTUS SUPPLEMENT dated December 7, 2017
(to prospectus dated April 27, 2017)

US$1,250,000,000
3.803% Subordinated Notes due 2032
(Non-Viability Contingent Capital (NVCC))
(Subordinated Indebtedness)
We are offering US$1,250,000,000 aggregate principal amount of our 3.803% Subordinated Notes due 2032 (Non-Viability Contingent Capital
(NVCC)) (the "Notes"). Subject to any redemption prior to December 15, 2032 (the "Maturity Date"), as described below, the Notes will bear interest
(i) from and including December 12, 2017 to, but excluding, December 15, 2027 (the "Reset Date"), at a rate of 3.803% per annum and (ii) from and
including the Reset Date to, but excluding, the Maturity Date at a rate per annum which will be 1.432% above the 5-Year Mid-Swap Rate (as defined
herein). Interest on the Notes will be payable semi-annually in arrears on June 15 and December 15 of each year (each, an "Interest Payment Date"),
commencing June 15, 2018. The Notes offered by this prospectus supplement will be our direct unsecured obligations constituting subordinated
indebtedness for the purpose of the Bank Act (Canada) (the "Bank Act").
Upon the occurrence of a Trigger Event (as defined herein), each outstanding Note will automatically and immediately be converted, on a full and
permanent basis, without the consent of the holders thereof, into fully-paid and freely tradable common shares of the Bank (the "Common Shares"). See
"Description of the Notes -- NVCC Automatic Conversion."
We may, at our option, redeem the Notes, with the prior written approval of the Superintendent of Financial Institutions Canada (the
"Superintendent"), in whole but not in part, on not less than 30 days' and not more than 60 days' prior notice to the registered holders of the Notes, (i) at
any time within 90 days following a Regulatory Event Date (as defined herein), (ii) at any time following the occurrence of a Tax Event (as defined herein)
or (iii) on the Reset Date, in each case at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest to,
but excluding, the date fixed for redemption. The Notes are not redeemable at the option or election of holders. See "Description of the Notes --
Redemption."
Prior to this offering, there has been no public market for the Notes. We do not intend to apply for listing of the Notes on any securities exchange or
for inclusion in any automated quotation system and, consequently, there is no market through which the Notes may be sold and purchasers may not be
able to resell the Notes purchased under this prospectus supplement.
Investing in the Notes involves risks, including the risks described in the "Risk Factors" section on page S-10 of this prospectus supplement and
those described in management's discussion and analysis of financial condition and results of operations in our Annual Report on Form 40-F for the
year ended October 31, 2017, which is incorporated by reference in this prospectus supplement and the accompanying prospectus, dated April 27, 2017.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Notes or passed
upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal
offense.
The Notes will not constitute savings accounts, deposits or other obligations that are insured by the United States Federal Deposit Insurance
Corporation, the Deposit Insurance Fund or any other governmental agency or under the Canada Deposit Insurance Corporation Act (Canada),
the Bank Act or any other deposit insurance regime designed to ensure the payment of all or a portion of a deposit upon the insolvency of the
deposit taking financial institution.

Proceeds, before expenses,

Price to Public(1)

Underwriting Commission

to the Bank
Per Note

100.000%

0.450%

99.550%
Total

US$1,250,000,000

US$5,625,000

US$1,244,375,000

(1) Plus accrued interest, if any, from December 12, 2017, if settlement occurs after that date.
The underwriters expect to deliver the Notes through the book-entry delivery system of The Depository Trust Company and its direct and indirect
participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about December 12, 2017.

BMO Capital Markets

Citigroup
Goldman Sachs & Co. LLC

UBS Investment Bank
BofA Merrill Lynch

HSBC

Wells Fargo Securities

J.P. Morgan
Morgan Stanley

Barclays
Credit Suisse

Desjardins Capital Markets
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The date of this prospectus supplement is December 7, 2017.

Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement

S-1
Incorporation of Certain Information By Reference

S-1
Presentation of Financial Information

S-2
Summary of the Offering

S-3
Risk Factors

S-10
Use of Proceeds

S-17
Consolidated Capitalization

S-18
Description of the Notes

S-19
U.S. Federal Income Tax Considerations

S-29
Canadian Federal Income Tax Considerations

S-34
Employee Retirement Income Securities Act

S-35
Supplemental Plan of Distribution (Conflicts of Interest)

S-37
Validity of the Notes

S-42
Experts

S-43
Prospectus

Page
About this Prospectus

1
Presentation of Financial Information

3
Caution Regarding Forward-Looking Statements

4
Where You Can Find More Information

5
Incorporation of Certain Information by Reference

6
Risk Factors

8
Bank of Montreal

9
Consolidated Capitalization of the Bank

12
Consolidated Earnings Ratios

13
Comparative Per Share Market Price

14
Use of Proceeds

15
Description of Common Shares and Preferred Shares

16
Description of Debt Securities We May Offer

25
United States Federal Income Taxation

43
Canadian Taxation

56
Employee Retirement Income Security Act

59
Plan of Distribution (Conflicts of Interest)

61
Limitations on Enforcement of U.S. Laws Against the Bank, Our Management and Others

64
Validity of the Securities

64
Experts

65
Other Expenses of Issuance and Distribution

65

We are responsible for the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus,
and in any free writing prospectus we may authorize to be delivered to you. We have not, and the underwriters have not, authorized anyone to give
you any other information, and take no responsibility for any other information that others may give you. We are not, and the underwriters are
not, making an offer to sell any Notes in any jurisdiction where the offer or sale is not permitted. You should not assume that the information
contained in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference or any free writing prospectus
we may authorize to be delivered to you is accurate as of any date other than the dates thereon. Our business, financial condition, results of
operations and prospects may have changed since those dates.
Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus supplement to the "Bank," "we," "us,"
"our" or similar references mean Bank of Montreal and do not include the subsidiaries of Bank of Montreal.

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S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement describes the specific terms of the Notes. The accompanying prospectus, dated April 27, 2017 (the "accompanying
prospectus") provides you with more general information, some of which may not apply to the Notes. If there is any inconsistency between the information
in this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement. We urge you to read
carefully both this prospectus supplement and the accompanying prospectus, together with the information incorporated herein and in the accompanying
prospectus by reference, before deciding whether to invest in any Notes.
You should not consider any information in this prospectus supplement, the accompanying prospectus or any free writing prospectus we have
authorized to be investment, legal or tax advice. You should consult your own counsel, accountant and other advisors for legal, tax, business, financial and
related advice regarding the purchase of the Notes. We are not making any representation to you regarding the legality of an investment in the Notes by you
under applicable investment or similar laws.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Securities and Exchange Commission (the "SEC") allows us to "incorporate by reference" into this prospectus supplement and the
accompanying prospectus, the information in certain documents we file with it. This means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered to be a part of this prospectus supplement and the accompanying
prospectus and should be read with the same care. When we update the information contained in documents that have been incorporated by reference by
making future filings with the SEC, the information incorporated by reference is considered to be automatically updated and superseded. 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. In other words, in the case of a conflict or inconsistency between information contained in this prospectus supplement or the
accompanying prospectus and information incorporated by reference, you should rely on the information contained in the document that was filed later.
The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when
made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is
necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this prospectus supplement and the accompanying prospectus.
We incorporate by reference the following documents and all documents that we subsequently file with the SEC (other than, in each case, documents
or information deemed to have been furnished and not filed in accordance with the SEC rules) pursuant to Section 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), until the termination of the offering of the Notes under this prospectus supplement:

· Annual Report on Form 40-F for the fiscal year ended October 31, 2017, filed on December 5, 2017; and

· Reports on Form 6-K filed on December 5, 2017 (two filings) (Acc-nos: 0001193125-17-361626 and 0001193125-17-361738).

We may also incorporate any other Form 6-K that we submit to the SEC on or after the date hereof and prior to the termination of the offering of the
Notes under this prospectus supplement if the Form 6-K filing specifically states that it is incorporated by reference into the Registration Statement of
which the accompanying prospectus, as supplemented, forms a part.
We will provide without charge to each person, including any beneficial owner, to whom this prospectus supplement is delivered, upon his or her
written or oral request, a copy of any or all documents referred to above which have been or may be incorporated by reference into this prospectus
supplement excluding exhibits to those documents, unless they are specifically incorporated by reference into those documents. You may obtain copies of
those documents by requesting them in writing or by telephoning us at the following address: Bank of Montreal, 100 King Street West, 1 First Canadian
Place, 21st Floor, Toronto, Ontario, Canada, M5X 1A1, Attention: Corporate Secretary; Telephone: (416) 867-6785.

S-1
Table of Contents
PRESENTATION OF FINANCIAL INFORMATION
We prepare our consolidated financial statements in accordance with International Financial Reporting Standards ("IFRS") as issued by the
International Accounting Standards Board (the "IASB"). Additionally, we publish our consolidated financial statements in Canadian dollars. In this
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prospectus supplement, currency amounts are stated in Canadian dollars ("$"), unless specified otherwise. As indicated in the tables below, the Canadian
dollar has fluctuated in value compared to the U.S. dollar ("US$") over time.
The tables below sets forth the high and low daily exchange rates, the average yearly rate and the rate at period end between Canadian dollars and
U.S. dollars (in U.S. dollars per Canadian dollar) for the periods listed below, as applicable. All references to exchange rates prior to January 1, 2017 are
based on the "noon exchange rate" as reported by the Bank of Canada until April 28, 2017, and all references to exchange rates on or after January 1, 2017
are based on the "daily exchange rate" as reported by the Bank of Canada. On December 5, 2017, the daily exchange rate was US$0.7886 = $1.00.

Year Ended October 31

High
Low
Average Rate(1)
At Period End
2013

1.0164
0.9455
0.9777

0.9589
2014

0.9602
0.8858
0.9149

0.8869
2015

0.8900
0.7455
0.7979

0.7644
2016

0.7972
0.6854
0.7550

0.7461
2017

0.8245
0.7276
0.7645

0.7756

Most Recent Six Months

High

Low
June 2017

0.7706
0.7405
July 2017

0.8034
0.7703
August 2017

0.8012
0.7840
September 2017

0.8245
0.8013
October 2017

0.8018
0.7756
November 2017

0.7885
0.7759
December 2017 (through December 5, 2017)

0.7886
0.7856

(1)
The average of the exchange rates on the last business day of each full month during the relevant period.

S-2
Table of Contents
SUMMARY OF THE OFFERING
This summary highlights information contained elsewhere in this prospectus supplement and the accompanying prospectus. As a result, it does
not contain all of the information that may be important to you or that you should consider before investing in the Notes, and this summary is
qualified by the detailed information appearing elsewhere in this prospectus supplement, the accompanying prospectus, and the documents
incorporated by reference herein. You should read carefully this entire prospectus supplement and the accompanying prospectus, including the "Risk
Factors" section of this prospectus supplement, and the documents incorporated by reference into this prospectus supplement, which are described
under "Incorporation of Certain Information by Reference" in this prospectus supplement.

Issuer
Bank of Montreal

Securities Offered
3.803% Subordinated Notes due 2032 (Non-Viability Contingent Capital (NVCC))
(the "Notes")

Aggregate Principal Amount
US$1,250,000,000

Issue Date
December 12, 2017 (the "Issue Date")

Reset Date
December 15, 2027 (the "Reset Date")

Stated Maturity
December 15, 2032 (the "Maturity Date")

Interest Rate
Subject to any redemption prior to the Maturity Date, the Notes will bear interest (i) from
and including the Issue Date to, but excluding, the Reset Date, at a rate of 3.803% per annum
and (ii) from and including the Reset Date to, but excluding, the Maturity Date at a rate per
annum which will be 1.432% above the 5-Year Mid-Swap Rate (as defined herein). For
purposes of the foregoing:

"5-Year Mid-Swap Rate" means the 5-year semi-annual mid-swap rate as displayed on the
Reset Screen Page on the Reset Interest Determination Date. In the event that the 5-year
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semi-annual mid-swap rate does not appear on the Reset Screen Page on the Reset Interest
Determination Date, the 5-Year Mid-Swap Rate shall be the Reset Reference Bank Rate on
the Reset Interest Determination Date.

"Reset Screen Page" means Reuters screen "ICESWAP1" (or any successor page or, if a

successor page is unavailable, an equivalent page of Bloomberg or any comparable provider
as determined by the Bank in its sole discretion) as at 11:00 a.m. (New York time).

"Reset Interest Determination Date" means the day falling two business days prior to the

Reset Date.

"Reset Reference Bank Rate" means the percentage rate determined on the basis of the
5-Year Mid-Swap Rate Quotation provided by five leading swap dealers in the interbank
market to the paying agent as at approximately 11:00 a.m. (New York time) on the Reset

Interest Determination Date. If at least three quotations are provided, the 5-Year Mid-Swap
Rate will be the arithmetic mean of the quotations, eliminating the highest quotation (or, in
the event of equality one of the highest) and the

S-3
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lowest quotation (or, in the event of equality, one of the lowest). If only two quotations are
provided, the 5-Year Mid-Swap Rate will be the arithmetic mean of the quotations provided.

If only one quotation is provided, the 5-Year Mid-Swap Rate will be the quotation provided.
If no quotations are provided, the 5-Year Mid-Swap Rate shall be equal to the last available
5-year semi-annual mid-swap rate on the Reset Screen Page.

"5-Year Mid-Swap Rate Quotation" means, in each case, the arithmetic mean of the bid and
offered rates for the semi-annual fixed leg (calculated on the basis of a 360-day year of
twelve 30-day months) of a fixed-for-floating U.S. dollar interest rate swap which (i) has a
term of 5 years commencing on the Reset Date, (ii) is in an amount that is representative of a
single transaction in the relevant market at the relevant time with an acknowledged dealer of

good credit in the swap market and (iii) has a floating leg based on the 3-month U.S. dollar
LIBOR rate (or such other short-term rate, if any, as shall have generally replaced the
3-month U.S. dollar LIBOR rate in the relevant market at the relevant time for purposes of
such fixed-for-floating U.S. dollar interest rate swaps quotations, as determined by the Bank
in its sole discretion) (calculated on the basis of the actual number of days elapsed in 360-day
year).

Interest Payment Dates
Interest on the Notes will be payable semi-annually in arrears on June 15 and December
15 of each year (each, an "Interest Payment Date"), commencing June 15, 2018.

Status and Subordination
The Notes will be our direct unsecured obligations constituting subordinated indebtedness
for the purpose of the Bank Act and, if the Bank becomes insolvent or is wound-up (prior to
the occurrence of a Trigger Event (as defined herein)), will rank pari passu with all other
Subordinated Indebtedness (as defined herein) of the Bank from time to time outstanding,
except Indebtedness (as defined herein) that by its terms is subordinated to such Subordinated
Indebtedness. The Common Shares that would be issued upon the occurrence of a Trigger
Event will rank on parity with all other outstanding Common Shares.

The Notes will not constitute savings accounts, deposits or other obligations that are insured
by the Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any other
governmental agency or under the Canada Deposit Insurance Corporation Act (Canada) (the

"CDIC Act"), the Bank Act or any other deposit insurance regime designed to ensure the
payment of all or a portion of a deposit upon the insolvency of the deposit taking financial
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institution.

Redemption
We may, at our option, redeem the Notes, with the prior written approval of the
Superintendent of Financial Institutions Canada (the "Superintendent"), in whole but not in
part, on not less than 30 days' and not more than 60 days' prior notice to the registered
holders of the Notes, (i) at any time within 90 days following a Regulatory Event Date, (ii) at
any time following the occurrence of a Tax Event or (iii) on the Reset Date, in each case at a
redemption price equal to 100% of the principal amount thereof, together with accrued and
unpaid interest to, but excluding, the date fixed

S-4
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for redemption. The Notes are not redeemable at the option or election of holders. Any Notes
redeemed by the Bank will be cancelled and will not be re-issued. A notice of redemption
shall be irrevocable, except that the occurrence of a Trigger Event prior to the date fixed for

redemption shall automatically rescind such notice of redemption and, in such circumstances,
no Notes shall be redeemed and no payment in respect of the Notes shall be due and payable.
For the purposes of the foregoing:

"Regulatory Event Date" means the date specified in a letter or other written communication
from the Superintendent to the Bank on which the Notes will no longer be recognized in full

as eligible "Tier 2 Capital" or will no longer be eligible to be included in full as risk-based
"Total Capital" on a consolidated basis under the guidelines for capital adequacy
requirements for banks in Canada as interpreted by the Superintendent.

"Tax Event" means:

(i) as a result of any change (including any announced prospective change) in or amendment
to the laws (or any regulations or rulings promulgated thereunder) of Canada or of any
political subdivision or taxing authority thereof or therein affecting taxation, or any change in
official position regarding the application or interpretation of such laws, regulations or
rulings (including a holding by a court of competent jurisdiction), which change or
amendment is announced and becomes effective on or after the date of this prospectus

supplement, and which in the written opinion to the Bank of legal counsel of recognized
standing has resulted or will result (assuming, in the case of any announced prospective
change, that such announced change will become effective as of the date specified in such
announcement and in the form announced) in the Bank becoming obligated to pay, on the
next succeeding date on which payment under the Notes is due, "additional amounts" with
respect to the Notes as described under "Description of the Notes -- Payment of Additional
Amounts;" or

(ii) on or after the date of this prospectus supplement, any action has been taken by any
taxing authority of, or any decision has been rendered by a court of competent jurisdiction in,
Canada or any political subdivision or taxing authority thereof or therein, including any of
those actions specified in the paragraph immediately above, whether or not such action was
taken or decision was rendered with respect to the Bank, or any change, amendment,

application or interpretation shall be officially proposed, which, in any such case, in the
written opinion to the Bank of legal counsel of recognized standing, will result (assuming, in
the case of any announced prospective change, that such announced change will become
effective as of the date specified in such announcement and in the form announced) in the
Bank becoming obligated to pay, on the next succeeding date on which payment under the
Notes is due, additional amounts with respect to the Notes; or

(iii) the Bank has received an opinion of independent legal counsel of recognized standing
experienced in such matters to the effect that, as a result of, (x) any amendment to,
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clarification of, or change (including any announced prospective change) in, the laws, or any

regulations thereunder, or any application or interpretation thereof, of Canada, or any
political subdivision or taxing authority thereof or therein, affecting taxation; (y) any judicial
decision, administrative pronouncement, published or private

S-5
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ruling, regulatory procedure, rule, notice, announcement, assessment or reassessment
(including any notice or announcement of intent to adopt or issue such decision,
pronouncement, ruling, procedure, rule, notice, announcement, assessment or reassessment)
(collectively, an "administrative action"); or (z) any amendment to, clarification of, or
change in, the official position with respect to or the interpretation of any administrative
action or any interpretation or pronouncement that provides for a position with respect to
such administrative action that differs from the theretofore generally accepted position, in
each case (x), (y) or (z), by any legislative body, court, governmental authority or agency,
regulatory body or taxing authority, irrespective of the manner in which such amendment,
clarification, change, administrative action, interpretation or pronouncement is made known,

which amendment, clarification, change or administrative action is effective or which
interpretation, pronouncement or administrative action is announced on or after the date of
the issue of the Notes, there is more than an insubstantial risk (assuming any proposed or
announced amendment, clarification, change, interpretation, pronouncement or
administrative action is effective and applicable) that the Bank is, or may be, subject to more
than a de minimis amount of additional taxes, duties or other governmental charges or civil
liabilities because the treatment of any of its items of income, taxable income, expense,
taxable capital or taxable paid-up capital with respect to the Notes (including the treatment
by the Bank of interest on the Notes) or the treatment of the Notes, as or as would be
reflected in any tax return or form filed, to be filed, or otherwise could have been filed, will
not be respected by a taxing authority.

Purchase for Cancellation
Subject to the prior approval of the Superintendent, the Bank may, at any time, purchase
Notes at any price or prices in the open market or otherwise. Notes so purchased by the Bank
will be cancelled and will not be re-issued.

NVCC Automatic Conversion
Upon the occurrence of a Trigger Event, each outstanding Note will automatically and
immediately be converted, on a full and permanent basis, without the consent of the holders
thereof, and as of the start of business on the date on which the Trigger Event occurs, into a
number of fully-paid and freely tradable Common Shares determined by dividing (a) the
product of the Multiplier and the Note Value, by (b) the Conversion Price (an "NVCC
Automatic Conversion"). For the purposes of the foregoing:

"Conversion Price" means, in respect of each Note, the greater of (i) the Floor Price, and

(ii) the Current Market Price.

"Current Market Price" means the volume weighted average trading price of the Common
Shares on the Toronto Stock Exchange (the "TSX") or, if not then listed on the TSX, on
another exchange or market chosen by the board of directors of the Bank on which the
Common Shares are then traded, for the 10 consecutive trading days ending on the trading

day immediately prior to the date on which the Trigger Event occurs, converted (if not
denominated in U.S. dollars) into U.S. dollars at the Prevailing Rate on the day immediately
prior to the date on which the Trigger Event occurs. If no such trading prices are available,
"Current Market Price" shall be the Floor Price.

"Floor Price" means the U.S. dollar equivalent of $5.00 converted into U.S. dollars at the

Prevailing Rate on the day immediately prior to the date on

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S-6
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which the Trigger Event occurs, subject to adjustment in the event of (i) the issuance of
Common Shares or securities exchangeable for or convertible into Common Shares to all
holders of Common Shares as a stock dividend, (ii) the subdivision, redivision or change of

the Common Shares into a greater number of Common Shares, or (iii) the reduction,
combination or consolidation of the Common Shares into a lesser number of Common
Shares.

The adjustment shall be calculated to the nearest one-tenth of one cent provided that no
adjustment of the Floor Price shall be required unless such adjustment would require an
increase or decrease of at least 1% of the Floor Price then in effect; provided, however, that

in such case any adjustment that would otherwise be required to be made will be carried
forward and will be made at the time of and together with the next subsequent adjustment
which, together with any adjustments so carried forward, will amount to at least 1% of the
Floor Price.

"Multiplier" means 1.5.

"Note Value" means, in respect of each Note, the principal amount of such Note plus accrued

and unpaid interest on such Note to, but excluding, the date of the Trigger Event.

"Prevailing Rate" means, in respect of any currencies on any day, the spot rate of exchange
between the relevant currencies prevailing as at or about 12:00 noon (New York time) on that
date as appearing on or derived from the Relevant Page or, if such a rate cannot be
determined at such time, the rate prevailing as at or about 12:00 noon (New York time) on the

immediately preceding day on which such rate can be so determined or, if such rate cannot
be so determined by reference to the Relevant Page, the rate determined in such other manner
as an Independent Financial Adviser (as defined herein) shall consider in good faith
appropriate.

"Relevant Page" means the relevant page on Bloomberg (or such other information service

provider) that displays the relevant information.

"Trigger Event" has the meaning set out in the Office of the Superintendent of Financial
Institutions Canada ("OSFI"), Guideline for Capital Adequacy Requirements (CAR),

Chapter 2 -- Definition of Capital, effective December 2016, as such term may be amended
or superseded by OSFI from time to time, which term currently provides that each of the
following constitutes a Trigger Event:

· the Superintendent publicly announces that the Bank has been advised, in writing, that the
Superintendent is of the opinion that the Bank has ceased, or is about to cease, to be viable
and that, after the conversion of the Notes and all other contingent instruments issued by

the Bank and taking into account any other factors or circumstances that are considered
relevant or appropriate, it is reasonably likely that the viability of the Bank will be restored
or maintained; or

· a federal or provincial government in Canada publicly announces that the Bank has
accepted or agreed to accept a capital injection, or equivalent support, from the federal

government or any provincial government or political subdivision or agent or agency
thereof without which the Bank would have been determined by the Superintendent to be
non-viable.

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424B2

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Common Share Corporate Event
In the event of a capital reorganization, consolidation, merger or amalgamation of the Bank
or comparable transaction affecting the Common Shares, the Bank will take necessary action
to ensure that holders of Notes receive, pursuant to an NVCC Automatic Conversion, the
number of Common Shares or other securities that such holders would have received if the
NVCC Automatic Conversion occurred immediately prior to the record date for such event.

Prohibited Owners
Upon an NVCC Automatic Conversion, the Bank reserves the right not to deliver some or
all, as applicable, of the Common Shares issuable thereupon to any Ineligible Person (as
defined herein) or any person who, by virtue of the operation of the NVCC Automatic
Conversion, would become a Significant Shareholder (as defined herein) through the
acquisition of Common Shares. See "Description of the Notes -- NVCC Automatic
Conversion -- Right Not to Deliver Common Shares upon NVCC Automatic Conversion."

Agreement with Respect to Principal and Interest
By acquiring any Note, each holder or beneficial owner of such Note or any interest therein,
Deemed Paid upon NVCC Automatic Conversion
including any person acquiring any such Note or interest therein after the date hereof,
irrevocably consents to the principal amount of the Note and any accrued and unpaid interest
thereon being deemed paid in full by the issuance of Common Shares upon the occurrence of
a Trigger Event and the resulting NVCC Automatic Conversion, which occurrence and
resulting NVCC Automatic Conversion shall occur without any further action on the part of
such holder or beneficial owner or the Trustee.

Events of Default
The Indenture (as defined herein) governing the Notes will provide that an Event of Default
(as defined herein) in respect of the Notes will occur only if the Bank becomes insolvent or
bankrupt or subject to the provisions of the Winding-up and Restructuring Act (Canada), or if
the Bank goes into liquidation, passes a resolution for the winding-up, liquidation or
dissolution of the Bank or otherwise acknowledges its insolvency. Neither the failure to make
a payment on the Notes when due (including any interest payment) nor an NVCC Automatic
Conversion will constitute an Event of Default.

U.S. Federal Income Tax Considerations
As described under "United States Federal Income Taxation," it is more likely than not that
the Notes will be treated as debt of the Bank for U.S. federal income tax purposes.

Canadian Federal Income Tax Considerations
As described under "Canadian Federal Income Tax Considerations," no Canadian
withholding tax will apply to interest, principal or premium paid or credited to a
Non-resident holder by the Bank on a Note or to the proceeds received by a non-resident
holder on the disposition of a Note including a redemption, payment on maturity, NVCC
Automatic Conversion or purchase for cancellation.

Form and Denomination
The Notes will be issued in the form of one or more fully registered global notes registered
in the name of the nominee of The Depository Trust

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Company. The Notes will be issued only in minimum denominations of US$1,000 and

integral multiples of US$1,000 in excess thereof.

CUSIP / ISIN / Common Code
06368B GS1 / US06368BGS16 / 173618000
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424B2

No Public Trading Market
We do not intend to apply for listing of the Notes on any securities exchange or for inclusion
in any automated quotation system and, consequently, there is no market through which the
Notes may be sold and purchasers may not be able to resell the Notes purchased under this
prospectus supplement.

Trustee
Wells Fargo Bank, National Association.

Paying Agent
Wells Fargo Bank, National Association.

Conflicts of Interest
As described in "Supplemental Plan of Distribution (Conflicts of Interest)," BMO Capital
Markets Corp. is an affiliate of the Bank and, as such, has a "conflict of interest" in this
offering within the meaning of FINRA Rule 5121. Consequently, the offering is being
conducted in compliance with the provisions of Rule 5121.

Risk Factors
See "Risk Factors" in this prospectus supplement on page S-10 and in the accompanying
prospectus beginning on page 8 for a discussion of factors you should carefully consider
before deciding to invest in the Notes.

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Table of Contents
RISK FACTORS
An investment in the Notes is subject to the risks described below, as well as the risks described under "Risk Factors" in the accompanying
prospectus and the categories of risks identified and discussed in the management's discussion and analysis of financial condition and results of
operations included in our Annual Report on Form 40-F for the fiscal year ended October 31, 2017, and in subsequent quarterly reports to shareholders
that we will file on Form 6-Ks, which are incorporated by reference in this prospectus supplement and the accompanying prospectus. You should carefully
consider whether the Notes are suited to your particular circumstances. This section describes the most significant risks relating to the terms of the Notes.
We urge you to read the following information about these risks, together with the other information in this prospectus supplement and the accompanying
prospectus, before investing in the Notes.
The Notes are loss-absorption financial instruments that involve significant risk and may not be a suitable investment for all investors.
The Notes are loss-absorption financial instruments designed to comply with applicable Canadian banking regulations and involve significant risks.
Each potential investor in the Notes must determine the suitability (either alone or with the help of a financial adviser) of that investment in light of its own
circumstances. In particular, each potential investor should understand thoroughly the terms of the Notes, such as the provisions governing the NVCC
Automatic Conversion, including the circumstances constituting a Trigger Event. A potential investor should not invest in the Notes unless it has the
knowledge and expertise (either alone or with a financial advisor) to evaluate how the Notes will perform under changing conditions, the resulting effects
on the likelihood of the NVCC Automatic Conversion into Common Shares and the value of the Notes, and the impact this investment will have on the
potential investor's overall investment portfolio. Prior to making an investment decision, potential investors should consider carefully, in light of their own
financial circumstances and investment objectives, all the information contained in this prospectus supplement and the accompanying prospectus or
incorporated by reference herein.
Events of Default under the Indenture and your remedies in the case of a breach of the Bank's obligations under the Notes will be limited.
The Indenture governing the Notes will provide that an Event of Default (as defined herein) in respect of the Notes will occur only if the Bank
becomes insolvent or bankrupt or subject to the provisions of the Winding-up and Restructuring Act (Canada), or if the Bank goes into liquidation, passes a
resolution for the winding-up, liquidation or dissolution of the Bank or otherwise acknowledges its insolvency. An NVCC Automatic Conversion upon the
occurrence of a Trigger Event will not constitute an Event of Default.
Absent an Event of Default, you will have no right of acceleration in the case of a default in the payment of any amount due on the Notes or a default
in the performance of any covenant of the Bank under the Indenture, although a legal action could be commenced to enforce such covenant.
The Notes are subject to automatic conversion into Common Shares upon a Trigger Event.
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