EX-99.2 3 d407582dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

 

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Computershare Trust Company of Canada

8th Floor, 100 University Avenue

Toronto, Ontario M5J 2Y1

Telephone 1-800-340-5021

514-982-7800

Facsimile 1-866-249-7775

416-263-9524

www.computershare.com

   

    

   
   Class of Shares      
   Holder Account Number      
               
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Form of Proxy - Annual Meeting of Shareholders of Bank of Montreal to be held on April 18, 2023

 

  Notes to proxy

 

  1.

Every shareholder has the right to appoint some other person of their choice, who need not be a shareholder of Bank of Montreal, to attend and act on their behalf at the meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse). In addition, in order to attend the meeting virtually YOU MUST go to www.computershare.com/BankofMontreal by 5:00 pm (EDT) on April 14, 2023 and provide Computershare with the required information for your chosen proxyholder so that Computershare may provide the proxyholder with a username via email. This username will allow your proxyholder to log in and vote at the meeting. Without a username, your proxyholder will only be able to log in to the meeting as a guest and will not be able to vote.

 

 

  2.

The form of proxy should be signed in the exact manner as the name appears above. If a corporation is the shareholder, the form of proxy should be signed by its duly authorized officer(s).

 

 

  3.

If the form of proxy is not dated, it will be deemed to bear the date on which it is mailed by Bank of Montreal.

 

 

  4.

The shares represented by this proxy will be voted as directed by the shareholder. In the absence of such directions, shares represented by proxies received by management will be voted FOR the matters listed in items 1 through 3 and AGAINST shareholder proposals no. 1 through 3.

 

 

  5.

The shares represented by this proxy will be voted for or against or withheld from voting in accordance with the instructions in this proxy. If you mark the “Abstain” box, you are directing your proxyholder to abstain from voting on the matter. An abstention will be counted as present for quorum purposes but will not be counted as a vote cast in determining whether the requisite majority of votes cast has approved the proposal. The number of abstentions will be reported distinctively in the voting results.

 

 

  6.

This form of proxy should be read in conjunction with the accompanying Notice of Annual Meeting of Shareholders and Management Proxy Circular.

 

 

                                                                                              

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•  Call the number listed BELOW from a touch tone  telephone.

 

1-866-732-VOTE (8683) Toll Free

  

•  Go to the following web site:

   www.investorvote.com

 

  

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•  Complete, sign and date the reverse hereof.

 

•  Return this Proxy in the envelope provided.

    
 

•  Smartphone?

 Scan the QR code to vote  now.

 

 

  

    

        

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•  You can enroll to receive future shareholder  communications electronically by visiting  www.investorcentre.com.

  

•   You can attend the meeting virtually by visiting https://web.lumiagm.com/401480051 – Enter password: bmo2023 (case sensitive). For further information on the annual meeting and how to attend, please view the proxy circular available on www.envisionreports.com/BMO2023

  

•  Complete, sign and date the reverse hereof.

 

•  Forward it by fax to 1-866-249-7775 for calls

    within Canada and the U.S. There is NO

    CHARGE for this call.

 

•  Forward it by fax to 416-263-9524 for calls outside  Canada and the U.S.

    

If you vote by Internet or Fax, DO NOT mail back this proxy.

Proxies submitted must be received by 5:00 P.M., Eastern Daylight Time, on April 14, 2023. If the meeting is postponed or adjourned, proxies submitted must be received by 5:00 pm (EDT) on the second-last business day before the reconvened meeting date.

THANK YOU

To vote by telephone or Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

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Form of Proxy - Bank of Montreal

 

    

 

This Proxy is solicited by and on behalf of the management of Bank of Montreal (the “Bank”). The undersigned shareholder of the Bank hereby appoints George A. Cope, Chair of the Board, or failing him, Darryl White, Chief Executive Officer, or instead of either of them the undersigned wishes to appoint (insert name in box to the right) the attorney and proxy of the undersigned, with right of substitution, for and in the name and on behalf of the undersigned to attend, vote and act in respect of all matters that may come before the Annual Meeting of Shareholders to be held on the 18th day of April, 2023 via webcast online at https://web.lumiagm.com/401480051 – Enter password: bmo2023 (case sensitive) or in person, and at any and all adjournments thereof. Subject to the voting restrictions under the Bank Act, a shareholder desiring to appoint some other person, who need not be a shareholder, to represent him/ her at the meeting may do so by inserting such other person’s name in the boxed area to the right. This proxy confers authority to vote in the proxyholder’s discretion unless otherwise specified and to vote in the proxyholder’s discretion with respect to amendments to matters identified in the accompanying Notice of Annual Meeting of Shareholders and with respect to other matters that may properly come before the meeting. NOTE: If you are appointing a proxyholder, in order to attend the meeting virtually

         
        
                                               
        
        

YOU MUST go to www.computershare.com/BankofMontreal by 5:00 pm (EDT) on April 14, 2023 and provide Computershare with the required information for your chosen proxyholder so that Computershare may provide the proxyholder with a username via email. This username will allow your proxyholder to log in and vote at the meeting. Without a username, your proxyholder will only be able to log in to the meeting as a guest and will not be able to vote.

   

Unless otherwise specified, your shares will be voted by the management of the Bank FOR the matters in items 1 through 3 and AGAINST shareholder proposals no. 1 through 3.

Directors and management recommend shareholders vote FOR the following matters:

 

1.  Election of Directors

           
  For   Withhold     For   Withhold     For   Withhold     For   Withhold    
                                                     

Janice M. Babiak

   ☐   ☐   Stephen Dent   ☐   ☐   Linda S. Huber   ☐   ☐   Darryl White   ☐   ☐          Fold
                         

Sophie Brochu

   ☐   ☐   Christine A. Edwards   ☐   ☐   Eric R. La Flèche   ☐   ☐          
                                                     

Craig W. Broderick

   ☐   ☐   Martin S. Eichenbaum   ☐   ☐   Lorraine Mitchelmore   ☐   ☐          
                                                     

George A. Cope

   ☐   ☐   David E. Harquail   ☐   ☐   Madhu Ranganathan   ☐   ☐          
                    For   Withhold    

2.  Appointment of Shareholders’ Auditors

     ☐   ☐    
        For   Against    

3.  Advisory vote on the Bank’s Approach to Executive Compensation

   ☐   ☐    

Shareholders’ Proposals    Directors and management recommend Shareholders vote AGAINST shareholder proposals no. 1 through 3 below:

  For   Against   Abstain       For   Against   Abstain        

      Shareholder Proposal No. 1

   ☐   ☐   ☐             

Shareholder Proposal No. 2

   ☐   ☐   ☐                      
                                                   Fold

      Shareholder Proposal No. 3

   ☐   ☐   ☐                  

The text of the shareholder proposals are contained in the Management Proxy Circular starting on page 93.

 

 Authorized Signature(s) - Sign Here - This section must be completed for your instructions to be executed.

Signature(s)                                                                                                Signing Capacity (if applicable)

 

           
   
               

 

                Date - Day            Month            Year         

 

Quarterly Financial Statements Request

 

These documents are available at bmo.com/investorrelations so we encourage you not to mark this box in order to protect the environment and reduce costs. If you wish to receive the Bank’s interim financial statements along with the related Management’s Discussion and Analysis by mail, please check the box to the right. If you wish to receive these documents electronically, see reverse for enrollment instructions for electronic delivery.

  ☐   Information Circular – Mark this box if you would like to receive the Information Circular by mail for next year’s shareholders meeting.    ☐

 

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