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FirstPrinciplesOUR CODE OF BUSINESS CONDUCT AND ETHICS

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Message from the CEO ...................................................... 3

BMO – Our Values ............................................................... 4

FirstPrinciples ................................................ 5

Principle 1

Maintain your personal integrity ..................................... 6

Principle 2

Follow both the spirit and letter of the law ........................ 7

Principle 3

Protect information, systems and other assets ................. 10

Principle 4

Avoid conflicts of interest ............................................. 13

Principle 5Ensure personal trading complies with law and policy ....... 14

Principle 6Ensure personal and leisure activities do not harm BMO .....16

Principle 7Report concerns promptly ............................................ 18

Conclusion ....................................................................... 19

Report your concerns ...................................................... 20

Important links .............................................................. 20

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FirstPrinciples was created to clearly and concisely identify the accountabilities we share as employees of this company. It is the responsibility of each one of us to:

• hold ourselves to the highest standard of integrity

• follow both the spirit and the letter of the law

• protect the information entrusted to us

• never use our position to promote our personal

interests over those of the company

• never use non-public information for personal gain

• ensure that our personal and leisure activities do not

harm BMO, and finally,

• act as guardians of BMO’s reputation by promptly

bringing forward concerns we may have about possible

breaches of our code.

FirstPrinciplesWe take pride in the fact that today people

choose to bank with BMO because we make

money make sense. As bankers we know we

enjoy that opportunity because we first earned

their respect.

When your business is helping people manage

their money, perhaps more than any other

profession, it is not only what you do for

customers, but also how you do it that matters

to them.

BMO is known for integrity and responsibility

– it’s a long-established reputation that we’ve

nurtured and built upon for almost 200 years.

Today, 47,000 of us are the stewards of that

vital element of our brand.

And so, the jobs we hold bring with them

responsibilities that shape the way we do

our daily tasks and goals. Individually and

collectively we are BMO – in the eyes of our

customers, our regulators, the law and each

other – this is why we have FirstPrinciples:

Our Code of Conduct.

There is one more responsibility we all share –

to know thoroughly the principles contained in

this booklet and apply them in our work every

day. This booklet makes that task easy. In these

pages you’ll find our FirstPrinciples described in

precise, plain language.

Review these principles every now and then.

Take the time to think about the code and how

it applies to you and your work. Our customer’s

success defines our success – and that begins

with our most basic responsibility: knowing

what’s right.

Bill Downe

President and Chief Executive Officer

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OUR VALUES

Take Pride In what we do and where we work.

Keep Your Word Never waver from our commitments to our customers and each other.

Embrace Diversity Gain strength through our people and our perspectives.

Do the Right Thing Demonstrate respect for all and earn trust through integrity of our actions.

Have Courage to Win Focus on what makes us successful.

OUR WAY

• Works Collaboratively

• Delivers Results

• Makes Things Happen

• Leads Us Higher

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Context and DirectionThis is our code of business conduct and ethics,

called FirstPrinciples. It sets out rules and

principles that help us do the right thing when

dealing with our clients, suppliers, other

stakeholders, and each other. It reflects our

commitment to high standards of business

conduct and ethics, and builds on our proud

tradition of doing what is fair, right, and legal.

FirstPrinciples is very important and we all

need to follow its seven principles – our

reputation depends on it. We are judged on

our integrity, as well as our competence.

Read the Code and Seek Advice We all want to foster a working environment

that upholds the highest ethical standards.

So it is essential to read and understand

FirstPrinciples, as well as the Corporate Policies,

Corporate Standards, Operating Procedures,

and Subsidiary Policies that give further

guidance on how to interpret and apply

it. Together, they help us to do our jobs

effectively while conducting ourselves fairly

and ethically.

If you have concerns or are unsure about the

legal, ethical, or reputational implications of

a situation, consult your manager, or any of

the people or departments in FirstPrinciples

Contacts and Useful Links on the FirstPrinciples

website.

Not Following FirstPrinciples Can Have Serious ConsequencesIf you don’t follow FirstPrinciples, our

reputation could suffer damage and we may

lose business. Conduct inconsistent with

FirstPrinciples is very serious and may lead

to discipline, ranging from counselling to

suspension or termination of employment.

It may also mean lower compensation.

Similar consequences may result from failing

to cooperate in an investigation relating to

FirstPrinciples or from retaliating against

someone who reports a concern under

FirstPrinciples. As well, we may take legal

action against anyone who harms BMO by not

following FirstPrinciples, and contact outside

authorities if laws are broken.

FirstPrinciplesOUR CODE OF BUSINESS CONDUCT AND ETHICS

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“ BMO is committed to high standards of business conduct and ethics. Ethical business practices are critical to BMO’s success. Our customers, our shareholders, the communities in which we operate and our fellow employees expect each of us to be honest, fair and legal in all that we do. FirstPrinciples, our Code of Conduct, helps to guide us in continuing to operate honestly, fairly and within the law.”

Blair Morrison Senior Vice-President , Deputy General Counsel

and Chief Compliance Officer BMO Financial Group

Principle 1Maintain your personal integrity

Be honest and fair in all your decisions and actions.

1. Follow the highest ethical standards to earn and keep the trust and respect of your

colleagues and our stakeholders – including customers, suppliers, shareholders, and

the public.

2. Keep workplace relationships professional and free of discrimination and harassment.

• Discrimination – includes all forms of discrimination based on race, colour, religion,

national or ethnic origin, age, gender, gender identity or expression, sexual

orientation, marital status, military or veteran status, physical or mental disability,

or a criminal offence for which a pardon has been granted.

• Harassment – includes displays of offensive, unwelcome, intimidating, or

humiliating behaviour – intentional or otherwise – that could reasonably be

interpreted as demeaning others and undermining efforts to maintain a safe,

comfortable, and productive workplace.

3. Never retaliate against any other employee for raising ethical concerns.

4. Avoid personal behaviour that harms your reputation and ours, including:

• Alcohol and substance abuse that impairs work performance or calls our ethical

standards into question. Alcohol is prohibited on BMO premises – except at sanctioned

and supervised BMO events. If you drink at these events, do so responsibly.

• Gambling that impairs work performance.

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Case Study: John’s rent is due tomorrow, but his

paycheque won’t be deposited until the

day after. He doesn’t want his landlord to

penalize him for being late, so he writes one

cheque for his rent from his BMO account, and

deposits another cheque drawn on another

financial institution to his BMO account using

an ABM, to cover his rent. John knows it

will take a few days for the ABM deposit

to be processed, and by then he will have

received his pay, so both cheques will clear.

John is kiting a cheque to cover his rent and

committing fraud.

Principle 2Follow both the spirit and letter of the law

Always follow both the spirit and letter of the law.

1. Comply with all government and legal requirements and industry standards everywhere we

operate. Meet all your contractual and legal obligations.

2. Make sure you understand all BMO policies.

3. Base business decisions on a thorough knowledge of our customers, products, and services.

Ensure that your business relationships and actions serve our customers well.

4. Deal only with clients who meet our ethical standards. Do not deal with people who try

to use our services or products illegally or unethically. Verify the identity of our clients,

and report suspicious activities to the appropriate internal and external parties.

5. Follow laws about marketplace competition, including marketing and advertising. Do not use

confidential information improperly. Do not arrange with others to lessen competition. Do not

use tied-selling practices, deceptive telemarketing, or other improper marketing practices.

6. Communicate with customers, employees, and other parties in the official language of their

choice. Try to communicate in the language that the customer prefers.

7. Avoid fraud and misappropriation – including embezzlement, kiting, float creation,

or other improper conversions of funds, property, or other assets. Do not help others do

these things.

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8. Do not accept or offer bribes, payoffs or kickbacks, or engage in other corrupt

practices. Try to prevent these activities and report others who engage in them.

Be careful about giving gifts to government officials, making payments to an

election campaign, or giving to political or social causes.

9. Comply with all laws on money laundering and terrorist financing, and report

suspicious activities to BMO management and outside authorities.

10. Cooperate fully with investigations, audits, examinations, and reviews by our

internal corporate support groups or by any government, regulatory, or law

enforcement agency. Do not frustrate or circumvent their inquiries or make

any false or misleading statements. Refer all information requests by external

investigators, regulators, and auditors to the right people – use the directory on

the FirstPrinciples website if a specific person is not identified in the request. Do

not retaliate (or threaten to retaliate) against anyone for cooperating with, or

giving information to, such investigations, audits, examinations, or reviews.

Principle 2continued

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Doing the right thing

Q: What are the possible consequences of a violation of BMO’s FirstPrinciples?

A: Violations are taken very seriously and may lead to disciplinary action, even legal action where necessary. This could involve remedial discipline, suspension or termination of employment. Violations may also affect compensation decisions. BMO protects you from retaliation when you raise legitimate concerns under this code. Retaliating against anyone reporting an ethical concern or assisting or participating in a review, investigation or proceeding is inconsistent with FirstPrinciples.

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Principle 3Protect information, systems and other assets

Keep non-public information confidential – including non-public information about our customers, suppliers and employees. Protect our systems and other assets from improper use.

1. Protecting information – protect the confidential information of our customers, suppliers,

and fellow employees (past, present, and prospective). Confidential information is all

information that isn’t public. Comply with laws that restrict using, disclosing, keeping and

allowing access to confidential information.

2. Meet these specific requirements:

• Protecting personal information – obey privacy laws and BMO policies on using or

disclosing customer and employee personal information.

• Using and disclosing customer and employee information – use and disclose this

information only for the specific purpose or transaction for which it was given or collected.

Do not disclose it without the consent of the related person unless the law requires its

disclosure. If in doubt, get advice from a manager or the appropriate person identified on

the FirstPrinciples website before disclosing any information.

• Accessing customer and employee information – access customer and employee

information in BMO systems or other media only for legitimate business purposes. Keep

employee and customer information strictly confidential and use or disclose it only under the

terms of our policies and procedures.

• Disclosing BMO information – do not disclose non-public information to anyone except

under the terms of BMO’s Disclosure Policy. We have authorized spokespeople to ensure

proper external disclosure of material information about us. Ask those people to respond to

Dos: • Do create passwords that are at least eight characters

in length, consist of a mixture of UPPER CASE and lower case letters and numbers, and are not obvious words or dates (especially those that have personal associations such as birthdays, names of pets, or family names).

• Do install all updates from Office Connect, Harris Connect and/or Pathway Connect.

• Do shred all confidential or highly sensitive documents using the secure disposal bins.

• Do remember that the Internet is in the public domain, so that anyone, anywhere can potentially see what you post online.

Don’ts: • Don’t use unapproved hardware – it could cause

BMO equipment to fail.• Don’t dispose of any hardware or software on a BMO

computer without first obtaining the appropriate authorization.

• Don’t post information online on behalf of BMO unless you are a member of an authorized team and mandated to do so.

• Don’t disclose client information without verifying the identity of the person making the request.

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any inquiries, including those from the investor community or media. Authorized

spokespeople must ensure that public disclosure of BMO information is full, fair,

timely, factual, accurate, understandable, objective, relevant, broadly disseminated,

and consistent with legal requirements and BMO’s Disclosure Policy. Communicate

all developments, facts, or changes that could reasonably be material to BMO through

the escalation processes established in BMO’s Disclosure Policy.

• Ensuring information security – be alert to external security threats to information

entrusted to us; don’t put such information at risk. Follow BMO policy on safeguarding

information when dealing with media, including social networking sites.

• Managing information – comply with BMO policies to ensure the accuracy,

completeness, and proper maintenance of records, data, and information that we own,

create, collect, use, and manage – in all types of media. This includes (a) knowing

how long to keep records, especially those related to any pending, threatened or

foreseeable investigation, audit, regulatory examination, or legal proceeding and

(b) remembering that others may review any record you create, including email.

We may monitor BMO systems and applications that store and transmit information

(servers, networks, email, etc.) to ensure that confidential information is protected and

handled in compliance with legal requirements and FirstPrinciples.

3. Protect BMO systems and other assets, and those of our suppliers, from improper use,

and respect intellectual and other property rights.

Principle 3continued

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4. Use BMO property (such as telephones, voicemail, faxes, computer networks,

email, instant and text messaging, personal digital assistants, and remote access

capabilities) only for legitimate business purposes. Keep personal use of such property

reasonable and consistent with BMO policy, including FirstPrinciples.

5. Do not use BMO property to generate, transmit, view, print, retrieve, download,

or store communications that are discriminatory, defamatory, obscene, damaging (such

as computer viruses), threatening or harassing. Do not use material inappropriate for

the business environment (such as sexually-oriented literature and chain letters).

6. Respect property rights. Do not duplicate copyrighted material without the written

consent of the copyright holders. This includes software; printed, recorded, or broadcast

materials; and digital media.

Principle 3continued

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Principle 4Avoid conflicts of interest

Ensure that your personal and business affairs do not conflict – or appear to conflict – with our interests or the interests of our current or prospective customers and suppliers.

1. Do not let personal interests impair – or even appear to impair – your judgment, loyalty,

objectivity, or impartiality in dealing with us, or with prospective or current customers or

suppliers. Be alert to potential conflicts between BMO’s interests and those of our customers

and suppliers, and use good judgment in these cases. If you learn of a potential or actual

conflict of interest involving you, another employee, or BMO, report it promptly to manage-

ment. The following examples show where some conflicts of interest may arise.

• Misuse of position – do not use your position or connection with us to benefit yourself or

people you are connected to, such as family members, business associates, or colleagues.

Do not use your position to harm our customers’ interests. Do not use your access to BMO

information or other assets to benefit yourself personally.

• Gifts, entertainment, other benefits and payments – do not offer, give, or receive gifts,

entertainment, or similar types of benefits that compromise – or appear to compromise –

the recipient’s or donor’s judgment or honest performance of their duties. Accept gifts and

entertainment of more than nominal value only if the law permits, the gifts are consistent

with industry standards, and their disclosure would not harm our reputation, our employees,

or the recipient.

• Outside business activities – if you engage in outside activities such as a second job, a

personal business, or a directorship, ensure that they do not harm our interests, our reputation

or our customers. For example, do not engage in outside business activities that compete

with products or services offered by BMO. Before taking on outside activities, follow BMO’s

procedures for review and approval to resolve potential conflicts of interest. Follow any laws,

regulations, and BMO policies that may restrict or prohibit your outside business activities.

Case Study: Staff members at a downtown branch each

received a $25 gift card for a local coffee shop

from a regular customer. Since the yearly gift

limit is $100, the employees didn’t think

there was anything wrong with accepting

the gift cards. Their manager pointed out

that gift cards are considered to be cash and

under no circumstances can cash be accepted

as a gift from a customer. The employees

were instructed to return the gift cards to

the customer.

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Principle 5Ensure personal trading complies withlaw and policy

Do not engage in trading activities – personal or professional – that abuse or undermine the integrity of the markets. Do not use inside information.

1. Do not trade securities based on material non-public information. Do not share such

information with other people. Use of material non-public information when trading

securities (including BMO securities) violates both the law and FirstPrinciples. Material

non-public information means information that would reasonably be expected to have a

significant effect on the market value of a company’s securities if it were publicly known.

2. Do not spread rumours to manipulate the market value of a security or engage in market

timing of mutual funds.

“ The relationships we have with our customers, our shareholders, our communities, and each other are built on the expectation that we will be honest, fair and legal in all that we do. FirstPrinciples, our Code of Conduct, is aligned with our BMO Financial Group vision, culture and values. As a company, we are committed to great customer experience and to an internal culture where employees are encouraged to explore their potential and contribute at their

fullest.” Mark F. Furlong

President and CEO Personal and Commercial Banking U.S. BMO Financial Group

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We valuehonesty

Q: What are the consequences of violating the personal trading principle?

A: In some cases, a trade may be reversed or restrictions may be imposed on trading. If a trade is reversed, the person who authorized the trade will be responsible for any losses and must forfeit any profits from the trade. If an investigation reveals that the individual(s) in question engaged in activities prohibited by regulatory requirements, outside authorities will be contacted. The employee(s) will be disciplined, and this can include termination of employment.

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Principle 6Ensure personal and leisure activities do not harm BMO

Ensure that your personal involvement in the community, political affairs and leisure activities does not harm BMO’s interests or reputation.

1. Avoid personal interests and activities that could conflict with BMO’s interests or harm

BMO’s reputation. Make it clear that we are not associated with your personal activities.

Some examples include:

• Community service – BMO and its employees enjoy a long, honourable, and very active

tradition of community service. In some cases, we can support your involvement in such

activities. If you take on roles in religious, educational, cultural, social, and charitable or

other non-profit entities, promptly identify and manage any actual or potential conflicts

with BMO’s interests that these roles create (for example, if you become a director of a

charity that banks with us).

• Political participation – if you run for public office, support others running for office, or back

a cause, make it clear that your activity is personal and that BMO is not associated with your

political views or allegiances. Observe all applicable laws, restrictions, and prohibitions on

corporate or individual contributions to political parties, public officials, candidates, or causes.

• Public expression of personal views – if you express personal views, make it clear that

you are not speaking for BMO. Before publicly expressing views on matters that could

affect BMO, consult management and, if appropriate, Media and Public Relations or

Corporate Communications. This is especially important for branch or community banking

managers who have a public profile as a spokesperson. When offering personal opinions

in a public forum, use common sense – don’t make statements that might discredit BMO

or our competitors.

Case Study: Recently Pierre joined the campaign team for

a woman running for mayor in his hometown.

Pierre is now looking for places to host a car

wash and barbeque for the candidate, so he

asks the manager of the town’s BMO branch.

The branch manager tells him she can’t offer

him space on BMO grounds to host the car

wash and barbeque since it would appear

that BMO was a supporter of this particular

candidate, and, therefore, it would be

a violation of the personal and leisure

activity principle.

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• Written, published material and social media – if you write books, articles, or

letters, run a personal website or blog, or share personal information on a social

media website, do not harm BMO’s interests or reputation. Consult our policy on

social media and any laws that may apply before posting entries in blogs, wikis,

internet forums, or social networks. At a minimum, make it clear that BMO is not

associated with your activity. Do not use or refer to customer information, BMO

proprietary information, or BMO brand assets such as our name, logo, and other

trademarked and copyrighted material in any form, unless you have permission

from management.

Principle 6continued

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Principle 7Report concerns promptly

Be alert to possible violations of any laws, regulations or FirstPrinciples. Immediately report your concerns to the right people or department.

1. Maintain BMO’s high ethical standards. If you learn of anything that may conflict with

FirstPrinciples – or any laws, rules, regulations, or BMO policy – speak up. If you are a

manager, take any concerns you receive seriously. Never make anyone feel that they were

wrong to raise a concern.

2. To raise a concern, consult your manager or the Compliance department, or check the

FirstPrinciples Contacts and Useful Links. Report any concerns about accounting, internal

control over financial reporting, or auditing matters to management in the appropriate

Finance department.

3. If you are not satisfied after raising a concern, contact BMO’s Ombudsman – an impartial and

independent official who resolves concerns fairly and promptly. The Chief Executive Officer,

Chief Financial Officer, Chief Accountant, and people who perform other similar functions

should report any such concerns to the Chair of the Audit Committee.

4. We will protect anyone who raises legitimate concerns related to FirstPrinciples

from retaliation.

Dos: • Do speak up and report concerns immediately to

management if you suspect something unethical is happening.

• Do take concerns you don’t feel are being dealt with properly to the Ombudsman.

• Do report any concerns about accounting, internal control over financial reporting and auditing matters to the appropriate Finance department or the Ombudsman.

Don’ts: • Don’t be afraid to report concerns of any kind.• Don’t ever make anyone feel it was inappropriate

to raise a concern. • Don’t ever retaliate against anyone raising

a concern.

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Conclusion

We are dedicated to responsibility and

fairness, reflected in our longstanding

reputation as a company with integrity. Each

of us is responsible for upholding BMO’s core

values, so we empower our employees to do

the right thing. FirstPrinciples provides a clear

overview of our standards and beliefs.

Familiarize yourself with FirstPrinciples,

and know them well. We are committed

to holding ourselves to the highest ethical

standards – and that commitment is the key

to our continued success.

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Report your concerns:BMO wants all employees to be comfortable escalating concerns.

Employees are encouraged to speak with their manager first, followed by

their Responsible Executive or Compliance Office. If you have spoken with your

manager, Responsible Executive or Compliance Office and feel that the matter

needs to be taken further, stop and consider the type of concern you’re

dealing with. From here you’ll know whether you should speak to the Human

Resources Centre – Employee Relations or the Ombudsman Office.

Concerns regarding harassment, employee compensation, personnel policies and

other HR matters should be directed to the Human Resources Centre – Employee

Relations.

The Ombudsman Office is a confidential and, if desired, anonymous resource

for employees worldwide to report any concerns related to FirstPrinciples,

Anti-Corruption Policy, accounting, internal control over financial reporting,

and/or auditing matters.

Important ResourcesCode of Conduct http://www.bmo.com/home/about/banking/

corporate-information/codeofconduct?nav=left

Annual Report http://www.bmo.com/home/about/banking/

investor-relations/annual-reports-proxy-circulars?nav=left

Corporate Governance http://www.bmo.com/home/about/banking/

investor-relations/corporate-governance

Corporate Responsibility Report http://www.bmo.com/home/about/banking/

corporate-responsibility/home

Ombudsman Office http://www.bmo.com/home/popups/global/ombudsman/

ombudsman-details

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