EXECUTION VERSION

FINAL TERMS DOCUMENT

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 THESE FINAL TERMS. THE COVERED BONDS ARE NEITHER INSURED NOR GUARANTEED BY CMHC OR THE GOVERNMENT OF CANADA OR ANY OTHER AGENCY THEREOF.

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Covered Bonds has led to the conclusion that: (i) the target market for the Covered Bonds is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii) all channels for distribution of the Covered Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a distributor) should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Covered Bonds (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Covered Bonds has led to the conclusion that: (i) the target market for the Covered Bonds is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of United Kingdom (UK) domestic law by virtue of the EUWA (as defined below) (UK MiFIR); and (ii) all channels for distribution of the Covered Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a distributor) should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment in respect of the Covered Bonds (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Covered Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the 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 MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), 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 Regulation (EU) 2017/1129, as amended (the Prospectus Regulation). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, 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.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Covered Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the EUWA); (ii)

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a customer within the meaning of the provisions of the UK Financial Services and Markets Act 2000 (as amended, the FSMA) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client, as defined in point

  1. of Article 2(1) of UK MiFIR; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (as amended) as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended) as it forms part of UK domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Covered Bonds or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

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12 December 2022

Bank of Montreal

(LEI No.: NQQ6HPCNCCU6TUTQYE16)

Issue of £1,000,000,000 Floating Rate Covered Bonds due 14 December 2025

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

BMO Covered Bond Guarantor Limited Partnership

under the U.S.$35 billion

Global Registered Covered Bond Program

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 Prospectus dated 19 August 2022, the first supplemental Prospectus dated 31 August 2022 and the second supplemental Prospectus dated 7 December 2022, which together constitute a base prospectus (together, the Prospectus) for the purposes of Regulation (EU) 2017/1129 (as amended) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the EUWA) (the UK Prospectus Regulation). This document constitutes the final terms of the Covered Bonds described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Prospectus as so supplemented in order to obtain all relevant information. The Prospectus is available for viewing at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html and copies of the Prospectus and the supplemental Prospectus are available free of charge to the public at the Executive Offices of the Issuer and from the specified office of each of the Paying Agents.

The Guarantor is not now, and, immediately following the issuance of the Covered Bonds pursuant to the Trust Deed, will not be, a "covered fund" for purposes of regulations adopted under Section 13 of the Bank Holding Company Act of 1956, as amended, commonly known as the Volcker Rule. In reaching this conclusion, although other statutory or regulatory exemptions under the Investment Company Act of 1940, as amended, and under the Volcker Rule and its related regulations may be available, the Guarantor has relied on the exemption from registration set forth in Section 3(c)(5) of the Investment Company Act of 1940, as amended. See "Certain Volcker Rule Considerations" in the Prospectus.

1.

(a)

Issuer:

Bank of Montreal

(b)

Guarantor:

BMO Covered Bond Guarantor Limited

Partnership

2.

(a)

Series Number:

CBL32

(b)

Tranche Number:

1

(c)

Series which Covered Bonds will

Not Applicable

be consolidated and form a single

Series with:

(d)

Date on which the Covered Bonds

Not Applicable

will be consolidated and form a

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single Series with the Series specified above:

3.

Specified Currency or Currencies:

GBP or £ (£)

4. Aggregate Nominal Amount of Covered Bonds admitted to trading:

(a)

Series:

£1,000,000,000

(b)

Tranche:

£1,000,000,000

5.

(a)

Issue Price:

100.00 per cent. of the Aggregate Nominal Amount

6.

(a)

Specified Denominations:

£100,000 and integral multiples of £1,000 in excess

thereof.

(b)

Calculation Amount:

£1,000

7.

(a)

Issue Date:

14 December 2022

(b)

Interest Commencement Date:

Issue Date

8. (a) Final Maturity Date:

  1. Extended Due for Payment Date
    of Guaranteed Amounts corresponding to the Final Redemption Amount under the Covered Bond Guarantee:

Interest Payment Date falling on or nearest to 14 December 2025

Interest Payment Date falling on or nearest to 14 December 2026

9.

Interest Basis:

Interest accrues from, and including, the Interest

Commencement Date to, but excluding, the Final

Maturity Date at a rate of SONIA + 0.65% Floating

Rate payable quarterly in arrears.

Interest accrues from and including the Final

Maturity Date to, but excluding, the Extended Due

for Payment Date at a rate of SONIA + 0.65%

Floating Rate payable monthly in arrears.

10.

Redemption/Payment Basis:

Redemption at par on the Final Maturity Date,

subject to extension as set out in the Prospectus.

11.

Change

of

Interest

Basis

or Floating to Floating

Redemption/Payment Basis:

12.

Put/Call Options:

Not Applicable.

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13.

Date of approval for issuance of Covered

29 May 2013, 30 March 2015, 4 April 2016, 24

Bonds:

July 2017, 23 July 2018, 29 May 2019, 27 May

2020, 26 May 2021 and 25 May 2022.

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14.

Fixed Rate Covered Bond Provisions:

Not Applicable

15.

Floating Rate Covered Bond Provisions:

Applicable.

(a)

Interest Period(s):

The first Interest Period will be the period from and

including the Issue Date to, but excluding, the First

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.

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):

14 December, 14 March, 14 June and 14

September in each year, commencing 14 March

2023 and ending on the Final Maturity Date

(provided, however, that after the Extension

Determination Date, the Interest Payment Date

shall be monthly)

(c)

First Interest Payment Date:

14 March 2023

(d)

Business Day Convention:

Modified Following Business Day Convention

(e)

Business Day(s):

Business Days has the meaning given to it in

Condition 4.5(a)

(f)

Additional Business Centre(s):

Toronto and a day on which the TARGET System

is open

(g)

Manner in which the Rate of

Screen Rate Determination

Interest and Interest Amount is to

be determined:

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BMO - Bank of Montreal published this content on 14 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 December 2022 18:15:03 UTC.