Bank of Montreal European Equity Booster Principal At Risk Notes, Series 20 (CAD) Due May 14, 2019 Unsecured
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Pricing Supplement No. 22 April 9, 2014 (to prospectus supplement no. 1 dated April 5, 2013 and the short form base shelf prospectus dated April 5, 2013) Bank of Montreal European Equity Booster Principal At Risk Notes, Series 20 (CAD) Due May 14, 2019 Unsecured This pricing supplement (the “Pricing Supplement”) relates to the offering of Bank of Montreal European Equity Booster Principal At Risk Notes, Series 20 (CAD) (each a “Note” and collectively the “Notes”) issued by Bank of Montreal (the “Bank”) and scheduled to mature on May 14, 2019 (“Maturity” or the “Maturity Date”). The Notes are designed to provide investors with the opportunity for an enhanced or “boosted” return without limiting the upside return potential on the Notes. The Notes are Canadian dollar denominated notes linked to the performance of ® the EURO STOXX 50 Index (EUR price version) (the “Reference Index”). The Notes will provide investors with a return at Maturity linked to the price return of the Reference Index. If the price return of the Reference Index is equal to or greater than the Booster Level on the Final Valuation Date, the return payable on the Notes will be the greater of 23% (equivalent to 4.22% per annum, compounded annually) and the actual price return of the Reference Index. If the price return of the Reference Index is less than the Booster Level on the Final Valuation Date, the return payable on the Notes will equal the actual price return of the Reference Index (which would be negative) and a holder of Notes (a “Holder”) will lose some or substantially all of his or her original investment in the Notes. The Principal Amount is not protected under these Notes and Holders will be fully exposed to any negative performance of the Reference Index, subject to a minimum principal repayment of $1.00 per Note. As such, the Notes may be suitable for investors with a slightly negative to positive view of European equity markets over the next five years. See “Terms of the Offering — Suitability for Investment” in this Pricing Supplement. The Notes are not equivalent to a direct or indirect investment in any of the constituent securities that comprise the Reference Index. The Closing Levels of the Reference Index reflect only the applicable price changes of the constituent securities in the Reference Index and do not reflect the payment of dividends, distributions or other income or amounts accruing thereon. A Holder will not benefit from any dividends, distributions or other income or amounts accruing on the constituent securities that comprise the Reference Index. The dividend yield of the Reference Index on April 3, 2014 was 3.34%, representing an aggregate dividend yield of approximately 17.86% compounded annually over the term of the Notes (assuming the dividend yield remains constant). This Pricing Supplement will be delivered together with the short form base shelf prospectus for Medium Term Notes (Principal At Risk Notes) dated April 5, 2013 (the “Base Shelf Prospectus”) establishing the Bank’s Principal At Risk Note Program (the “MTN Program”) and prospectus supplement no. 1 dated April 5, 2013 (the “Product Supplement”), which generally describes the features of enhanced return notes that may be offered by the Bank under the MTN Program. This Pricing Supplement, together with the Base Shelf Prospectus and Product Supplement and each document incorporated by reference therein, constitutes a public offering of the Notes only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such Notes. No securities regulatory authority has expressed an opinion about these Notes and it is an offence to claim otherwise. The Notes will not constitute deposits insured under the Canada Deposit Insurance Corporation Act. A Holder’s return on the Notes will depend on the price performance of the Reference Index over the term of the Notes. Bank of Montreal does not guarantee that a Holder will receive an amount equal to or greater than his or her original investment in the Notes and does not guarantee that any return will be paid on the Notes at Maturity other than the Minimum Payment Amount. Since the Notes are not protected and the Principal Amount will be at risk, it is possible that a Holder could lose some or substantially all of his or her original investment in the Notes. See “Certain Risk Factors” in the Base Shelf Prospectus, “Additional Risk Factors Specific to Enhanced Return Notes” in the Product Supplement and “Terms of the Offering — Risk Factors” in this Pricing Supplement. PS22–1
Any capitalized terms used but not defined herein have the meaning ascribed to them in the Product Supplement or Base Shelf Prospectus, as the case may be. The “Reference Index” is a “Reference Asset” and the “Index Return” is an “Asset Return” as those terms are used in the Base Shelf Prospectus and the Product Supplement. When reviewing the information contained in the Base Shelf Prospectus and Product Supplement in conjunction with this Pricing Supplement, references to a “Reference Asset” should be read as a “Reference Index” and references to an “Asset Return” should be read as an “Index Return”. Price: $100 Per Note Minimum Subscription: $2,000 (20 Notes) Selling Commissions Price to Public and Dealers’ Fee(2)(3) Net Proceeds to the Bank Per Note ...................................................................... $100.00 $3.00 $97.00 Total(1)......................................................................... $20,000,000.00 $600,000.00 $19,400,000.00 (1) Reflects the maximum Offering size. The Bank reserves the right to change the maximum Offering size in its sole and absolute discretion. There is no minimum amount of funds that must be raised under this Offering. This means that the Bank could complete this Offering after raising only a small proportion of the Offering amount set out above. (2) A selling concession fee of $3.00 per Note sold is payable to the Dealers for further payment to representatives, including representatives employed by the Dealers, whose clients purchase the Notes. An additional fee of up to $0.20 per Note sold (or 0.20%) will be payable directly by the Bank to Desjardins Securities Inc. at closing from its own funds for acting as independent agent. (3) Reflects the maximum Dealers’ fee that may be payable under the Offering. DISTRIBUTION OF THE NOTES BMO Nesbitt Burns Inc. and Desjardins Securities Inc. (together, the “Dealers”), as agents of the Bank, have agreed to solicit offers to purchase Notes, on a reasonable best efforts basis, if, as and when such Notes are issued by the Bank, pursuant to the terms and conditions contained in a dealer agreement dated April 5, 2013 between the Bank and a syndicate of dealers, including the Dealers, and subject to the approval of certain legal matters by Torys LLP, as counsel to the Bank, and Stikeman Elliott LLP, as counsel to the Dealers. The Notes may be purchased through the FundSERV settlement system using the code set forth herein. No interest will be paid on account of funds deposited through FundSERV pending closing of the Offering or return of such funds if subscriptions are rejected or not fully allotted by Bank. BMO Nesbitt Burns Inc., one of the Dealers, is a wholly-owned subsidiary of the Bank. As a result, the Bank is a “related issuer” of BMO Nesbitt Burns Inc. for the purpose of National Instrument 33-105 - Underwriting Conflicts. See “Plan of Distribution” in the Base Shelf Prospectus. Desjardins Securities Inc., as the independent Dealer, has performed due diligence in connection with this Offering of Notes but has not participated in the structuring or the pricing of this Offering. The Notes will not be listed on any stock exchange. BMO Nesbitt Burns Inc. (“BMO Capital Markets”) will use reasonable efforts under normal market conditions to provide for a daily secondary market for the sale of the Notes through the order entry system operated by FundSERV Inc. (“FundSERV”) but reserves the right to elect not to do so in the future, in its sole and absolute discretion, without prior notice to Holders. Notes may be resold through the FundSERV network at a price determined at the time of sale by the Calculation Agent, which price may be lower than the Principal Amount of such Notes and will be subject to specified Early Trading Charges, depending on when the Notes are sold. There is no assurance that a secondary market for the Notes will develop or be sustained. See the sections entitled “Description of the Notes ― Secondary Market”, “Description of the Notes ― FundSERV” and “Certain Risk Factors” in the Base Shelf Prospectus, “Secondary Market”, “Calculation Agent” and “Additional Risk Factors Specific to Enhanced Return Notes” in the Product Supplement and the description under the heading “Terms of the Offering — Listing and Secondary Market” in this Pricing Supplement. The Notes to be offered hereunder have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and, subject to certain exceptions, may not be offered, sold or delivered, directly or indirectly, in the United States of America, its territories, its possessions and other areas subject to its jurisdiction or to, or for the account or benefit of, a U.S. person (as defined in Regulation S under the U.S. Securities Act). PS22–2
PROSPECTUS FOR NOTES The Notes will be issued under the MTN Program and will be direct, unsubordinated and unsecured debt obligations of the Bank. The Notes are described in three separate documents: (1) the Base Shelf Prospectus, (2) the Product Supplement, and (3) this Pricing Supplement, all of which collectively constitute the “prospectus” for the Notes. See “About this Prospectus” in the Product Supplement. DOCUMENTS INCORPORATED BY REFERENCE This Pricing Supplement, together with the Product Supplement, is deemed to be incorporated by reference into the Base Shelf Prospectus solely for the purpose of the MTN Program and the Notes issued hereunder. The following documents, filed by the Bank with the Office of the Superintendent of Financial Institutions Canada and the various securities commissions or similar authorities in Canada, are specifically incorporated by reference into and form an integral part of this Pricing Supplement: (a) the Bank’s Annual Information Form dated December 3, 2013; (b) the Bank’s audited consolidated financial statements as at and for the year ended October 31, 2013 with comparative consolidated financial statements as at and for the year ended October 31, 2012, together with the auditors’ report thereon and the auditors’ report on internal control over financial reporting under Standards of the Public Company Accounting Oversight Board (United States); (c) the Bank’s Management’s Discussion and Analysis for the year ended October 31, 2013; (d) the Bank’s unaudited consolidated interim financial statements as at and for the three months ended January 31, 2014; (e) the Bank’s Management’s Discussion and Analysis for the three months ended January 31, 2014; (f) the Bank’s Management Proxy Circular dated March 7, 2014 in connection with the annual meeting of shareholders of the Bank held on April 1, 2014; and (g) the Bank’s marketing materials titled “Bank of Montreal European Equity Booster Principal At Risk Notes, Series 20 (CAD), Due May 14, 2019” dated the date hereof. Any statement contained in the Base Shelf Prospectus, the Product Supplement, this Pricing Supplement or in a document incorporated or deemed to be incorporated by reference herein or in the prospectus for the purposes of the Offering of the Notes shall be deemed to be modified or superseded for purposes of this Pricing Supplement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein or in the prospectus modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement nor include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement is not to 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 was required to be stated or that was necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Pricing Supplement. Information has been incorporated by reference in the Base Shelf Prospectus from documents filed with the securities commissions or similar regulatory authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary, Bank of Montreal, 100 King Street West, 1 First Canadian Place, 21st Floor, Toronto, Ontario, M5X 1A1, telephone: (416) 867-6785 and are also available electronically at www.sedar.com. PS22–3
FORWARD-LOOKING STATEMENTS Certain statements included in this Pricing Supplement constitute forward-looking statements, including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend” and similar expressions to the extent they relate to the Bank or the Reference Index. The forward-looking statements are not historical facts but reflect the Bank’s current expectations regarding future results or events and are based on information currently available to management. Reference is also made to the disclosure relating to forward-looking statements contained in the Bank’s most recent annual and quarterly report to shareholders, which disclosure is incorporated herein by reference. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations or a forecast, projection or conclusion in such forward-looking statements, including the matters discussed under “Certain Risk Factors” in the Base Shelf Prospectus and “Additional Risk Factors Specific to Enhanced Return Notes” in the Product Supplement. PS22–4
TERMS OF THE OFFERING The principal terms of the Notes set out below should be read in conjunction with the Base Shelf Prospectus and the Product Supplement, and are incorporated by reference into the Base Shelf Prospectus. Capitalized terms not defined herein have the meanings given to them in the Product Supplement or the Base Shelf Prospectus, as the case may be. The “Reference Index” is a “Reference Asset” and the “Index Return” is an “Asset Return” as those terms are used in the Base Shelf Prospectus and the Product Supplement. Issue: Bank of Montreal European Equity Booster Principal At Risk Notes, Series 20 (CAD), Due May 14, 2019. Issuer: Bank of Montreal. Principal Amount: $100.00 per Note. Minimum Subscription: $2,000.00 (20 Notes). Issue Size: Maximum $20,000,000.00 of Notes. The Bank reserves the right to change the maximum issue size in its sole and absolute discretion. Issue Date: On or about May 14, 2014. Final Valuation Date: Three (3) Business Days prior to the Maturity Date. Maturity Date: May 14, 2019. Term: Approximately five (5) years. Reference Index: EURO STOXX 50® Index (EUR price version) (see Appendix C (The Reference Index) for further information on the Reference Index). The Notes do not represent a direct or indirect interest in the constituent securities that comprise the Reference Index, and Holders will have no right or entitlement to such securities, including any dividends, distributions or other income or amounts payable on the constituent securities that comprise the Reference Index. The dividend yield of the Reference Index on April 3, 2014 was 3.34%, representing an aggregate dividend yield of approximately 17.86% compounded annually over the term of the Notes (assuming the dividend yield remains constant). There is no requirement for the Bank to hold any interest in the constituent securities of the Reference Index. Initial Level: Closing Level of the Reference Index on the Issue Date. Final Level: Closing Level of the Reference Index on the Final Valuation Date. Boosted Return: 23%, where the Index Return is greater or equal to -25% and equal to or less than 23%. Booster Level: 75% of the Initial Level (or an Index Return of -25%). Upside Participation: 100% participation where the Final Level is above the Boosted Return. Downside Participation: 100% participation where the Final Level is below the Booster Level. Payment at Maturity: At Maturity, a Holder will receive payment of an amount based on the price return (positive or negative) of the Reference Index. The amount payable on the Notes (the “Maturity Payment Amount”) will be determined as follows: (i) If the Final Level of the Reference Index is equal to or above the Booster Level on the Final Valuation Date, the Maturity Payment Amount on the Notes will be the greater of: (a) $100 + ($100 x Boosted Return), and (b) $100 + ($100 x Index Return). (ii) If the Final Level of the Reference Index is below the Booster Level on the Final Valuation Date, the Maturity Payment Amount will be calculated as follows (subject to the Minimum Payment Amount of $1.00 per Note): $100 + ($100 x Index Return) See Appendix A (Return Profile) and Appendix B (Sample Calculations of Maturity Payment Amount) to this Pricing Supplement for further discussion of the payout calculations for the Notes under different hypothetical price return scenarios. Maximum Payment Amount: None. PS22–5
Minimum Payment Amount: $1.00 per Note. Currency: The Notes are denominated in Canadian dollars and all payments owing under the Notes will be made in Canadian dollars. Notwithstanding that the market prices for the constituent securities that comprise the Reference Index are quoted in Euro, there will be no direct exposure to fluctuations in the foreign exchange rate between the Euro and the Canadian dollar under the Notes. Fees and Expenses: A selling concession fee of $3.00 per Note will be payable to the Dealers for further payment to representatives, including representatives employed by the Dealers, whose clients purchase the Notes. A fee of up to $0.20 per Note sold (or 0.20%) will be payable directly by the Bank to Desjardins Securities Inc. at closing from its own funds for acting as independent agent. The payment of these fees will not reduce the amount on which the Maturity Payment Amount payable on the Notes is calculated at Maturity. Status/Rank: The Notes will be issued on an unsecured and unsubordinated basis and will rank equally, as among themselves, and with all other outstanding direct, unsecured and unsubordinated, present and future obligations of the Bank (except as otherwise prescribed by law), and will be payable ratably without any preference or priority. Credit Rating: The Notes have not been and will not be rated by any credit rating organization. As of the date of this Pricing Supplement, the deposit liabilities of the Bank with a term to maturity of more than one year were rated Aa3 by Moody’s Investors Service Inc., A+ by Standard & Poor’s and AA by DBRS Limited. There is no assurance that, if the Notes were specifically rated by such rating agencies, they would have the same rating as the other deposit liabilities of the Bank. A rating is not a recommendation to buy, sell or hold investments, and may be subject to revision or withdrawal at any time by the relevant rating agency. Listing and Secondary The Notes will not be listed on any exchange or marketplace. BMO Nesbitt Burns Inc. (“BMO Market: Capital Markets”) will use reasonable efforts under normal market conditions to provide a daily secondary market for the sale of the Notes by Holders through the FundSERV network but reserves the right to elect not to do so in the future, in its sole and absolute discretion, without prior notice to Holders. See “Secondary Market” in the Product Supplement and “Description of the Notes — FundSERV” in the Base Shelf Prospectus. Early Trading Charge: If a Note is sold within the first 360 days of the Issue Date, the proceeds from the sale of the Note will be reduced by an Early Trading Charge equal to a percentage of the Principal Amount determined as follows: If Notes sold within: Early Trading Charge 0 - 60 days 3.00% 61 - 120 days 2.50% 121 - 180 days 2.00% 181 - 240 days 1.50% 241 - 300 days 1.00% 301 - 360 days 0.50% Thereafter Nil Special Circumstances: See “Special Circumstances” in the Product Supplement for a description of certain special circumstances, including a Market Disruption Event and an Extraordinary Event, which may result in an adjustment to the calculation or timing of payments due on the Notes. Calculation Agent: BMO Capital Markets. Dealers: BMO Nesbitt Burns Inc. and Desjardins Securities Inc. Book-Entry Only System: Book-entry only through CDS. See “Description of the Notes — Form of Notes and Transfer” in the Base Shelf Prospectus. PS22–6
Eligibility for Investment: Eligible for trusts governed by RRSPs, RRIFs, RESPs, RDSPs, DPSPs and TFSAs (other than a trust governed by a DPSP to which contributions are made by the Bank or by an employer with which the Bank does not deal at arm’s length within the meaning of the Tax Act). Additional Tax Information: For additional information about the Canadian federal income tax considerations associated with an investment in the Notes and the eligibility of the Notes for investment for certain registered plans, see “Certain Canadian Federal Income Tax Considerations” and “Eligibility for Investment” in the Product Supplement. Continuous Disclosure: Ongoing information about the performance of the Notes will be available to Holders on the Bank’s structured products website (www.bmosp.com). For additional information with respect to continuous disclosure, please refer to “Description of the Notes — Continuous Disclosure” in the Product Supplement. FundSERV Code: JHN8278. Suitability for Investment: Investors should independently determine, with their own advisors, whether an investment in the Notes is suitable for them having regard to their own investment objectives and expectations. The Notes may be suitable for: investors who are seeking a medium term investment and who have an investment strategy consistent with the features of the Notes; investors seeking the opportunity for an enhanced return over other traditional equity or fixed rate investments and who are prepared to assume the risks associated with an investment linked to equity markets; investors seeking exposure to the large-cap segment of the European equity markets and who are slightly negative to positive on the Reference Index; investors who are comfortable with the price return of the Reference Index measured at issuance and Maturity only and willing to forego dividends, distributions or other amounts payable on the constituent securities that comprise the Reference Index in exchange for the potential to receive a predetermined “boosted” return on the Notes; investors who are comfortable with no principal protection on an investment in the Notes; and investors who have considered the risks associated with an investment in the Notes. An investment in the Notes is not suitable for investors seeking a guaranteed return or who cannot withstand to lose some or substantially all of their investment. Investors should independently determine, with their own advisors, whether an investment in the Notes is suitable for them having regard to their own investment objectives and expectations. Risk Factors: Risk factors relating to the Notes include but are not limited to the following: the return on the Notes is calculated using the price return of the Reference Index only. As such, an investment in the Notes is not the same as making a direct investment in the constituent securities that comprise the Reference Index, including the right to receive dividends, distributions or other income or amounts payable on the constituent securities that comprise the Reference Index; there is no principal protection provided by these Notes. As a result, a Holder will be fully exposed to the downside risks associated with an investment in the constituent securities of the Reference Index. If the Final Level of the Reference Index is below the Booster Level, then a Holder will receive less than the Principal Amount he or she invested in the Notes and could lose some or substantially all of his or her original investment in the Notes; there may be no return payable on the Notes at Maturity. There will be no interest or other payments made during the term of the Notes and there can be no assurance that the Index Return will be positive at Maturity; the Reference Index is calculated with reference to the value of equity securities of European large-cap companies. As a result, the return on the Notes could be adversely affected by a variety of factors that can impact the European securities markets, and which are beyond the control of the Bank or the Dealers, including political, economic, financial and other factors that influence the European market generally, as well as corporate developments, changes in interest rates, changes in the level of inflation and other various PS22–7
circumstances that can influence the values of the securities in a specific market segment or of a particular company. Additionally, accounting, auditing and financial reporting standards and requirements in Europe differ from those applicable to Canadian reporting issuers; and the Notes have not been rated and will not be insured by the Canada Deposit Insurance Corporation or any other entity and therefore the payments to Holders will be dependent upon the financial health and creditworthiness of the Bank. Investors should carefully consider with their advisors all of the information set out in the prospectus for any potential investment in the Notes. In particular, investors should evaluate the key risks highlighted above as well as the risks under “Certain Risk Factors” in the Base Shelf Prospectus and under the heading “Additional Risk Factors Specific to Enhanced Return Notes” in the Product Supplement. PS22–8
APPENDIX A PRICE RETURN PROFILE The return profile below is provided for illustration purposes only. This graph demonstrates the payment on the Notes based on a specific price return on the Reference Index. There can be no assurance that any specific return will be achieved on the Notes. All examples assume that a Holder has purchased Notes with an aggregate Principal Amount of $100.00, that a Holder holds the Notes until Maturity and that no Extraordinary Event has occurred during the term of the Notes. The centre horizontal line represents the range of possible price returns that could be generated by the Reference Index over the term of the Notes. If the Final Level of the Reference Index is equal to or above the Booster Level on the Final Valuation Date, a Holder will receive an amount per Note equal to the $100.00 Principal Amount, plus $100.00 multiplied by the greater of the Boosted Return of 23% (equivalent to 4.22% per annum, compounded annually) or the Index Return. There is no cap or maximum amount payable on the Notes. If the Final Level of the Reference Index is below the Booster Level on the Final Valuation Date, a Holder will receive an amount per Note equal to the $100.00 Principal Amount less $100.00 multiplied by the actual Index Return (which would be negative for these Notes). There is no principal protection provided by these Notes so a Holder could lose some or substantially all of his or her original investment in the Notes (subject to a minimum principal repayment of $1.00 per Note). PS22–9
The table below shows the Maturity Payment Amount that a Holder would receive on the Notes based on various hypothetical Index Returns: Index Return Note Return Maturity Payment Compounded Annual Amount Return 80.00% 80.00% $180.00 12.47% 70.00% 70.00% $170.00 11.19% 60.00% 60.00% $160.00 9.85% 50.00% 50.00% $150.00 8.44% 40.00% 40.00% $140.00 6.96% 30.00% 30.00% $130.00 5.38% 23.00% 23.00% $123.00 4.22% 20.00% 23.00% $123.00 4.22% 10.00% 23.00% $123.00 4.22% 5.00% 23.00% $123.00 4.22% 0.00% 23.00% $123.00 4.22% -5.00% 23.00% $123.00 4.22% -10.00% 23.00% $123.00 4.22% -15.00% 23.00% $123.00 4.22% -20.00% 23.00% $123.00 4.22% -25.00% 23.00% $123.00 4.22% -26.00% -26.00% $74.00 -5.84% -30.00% -30.00% $70.00 -6.88% -40.00% -40.00% $60.00 -9.71% -60.00% -60.00% $40.00 -16.74% -80.00% -80.00% $20.00 -27.51% -100.00% -99.00% $1.00 -60.17 The Index Return will be calculated based on the price return version of the Reference Index, which will not reflect the value of any dividends, distributions or other income or amounts accruing on the constituent securities of the Reference Index. As shown above, if the Final Level of the Reference Index is equal to or above the Booster Level on the Final Valuation Date, a Holder will receive a Maturity Payment Amount equal to the sum of (i) the Principal Amount and (ii) the Principal Amount multiplied by the greater of (A) the Boosted Return of 23% (equivalent to 4.22% per annum, compounded annually) and (B) the Index Return. There is no cap that limits the Maturity Payment Amount on the Notes. If the Final Level of the Reference Index is below the Booster Level on the Final Valuation Date, a Holder will receive a Maturity Payment Amount equal to the Principal Amount reduced by the actual Index Return (which would be negative for these Notes). There is no principal protection provided by these Notes so a Holder could lose some or substantially all of his or her original investment in the Notes (subject to a minimum principal repayment of $1.00 per Note). PS22–10
APPENDIX B SAMPLE CALCULATIONS OF MATURITY PAYMENT AMOUNT The following examples show how the Index Return and Maturity Payment Amount would be calculated based on certain hypothetical values and assumptions set out below. These examples are for illustrative purposes only and should not be construed as an estimate or forecast of the performance of the Reference Index or the return that a Holder might realize on the Notes. The Index Return will be calculated based on the price return of the Reference Index, which will not reflect the value of any dividends, distributions or other income or amounts accruing on the constituent securities of the Reference Index. For purposes of these examples, the Initial Level is assumed to be 3,200.00. The following values can then be determined: Initial Level = 3,200.00 Booster Level = 75% of Initial Level = 2,400.00 Boosted Return = 23% Upside Participation = 100% Downside Participation = 100% Based on the terms of the Notes in this Pricing Supplement, there is no Maximum Payment Amount on the Notes and the Minimum Payment Amount is $1.00 per Note. Example #1 — Positive Index Return (above Boosted Return) Step 1 - Calculating the Index Return If the Final Level on the Final Valuation Date was 4,608.00, the Index Return would be calculated as follows: Index Return = (Final Level – Initial Level) = (4,608.00 – 3,200.00) = 44.00% Initial Level 3,200.00 Step 2 - Calculating the Maturity Payment Amount In this example, the Final Level was above the Booster Level on the Final Valuation Date, so a Holder will receive a Maturity Payment Amount calculated using the greater of the Boosted Return and the Index Return. As the Index Return of 44% is more than the Boosted Return of 23%, in this example, the Maturity Payment Amount would be calculated as follows: Maturity Payment Amount = $100 + ($100 x Index Return) PS22–11
Maturity Payment Amount = $100 + ($100 x 44%) = $144.00 per Note On the Maturity Date, a Holder would receive payment of $144.00 for each $100 Note (which is equivalent to a compounded annual return of 7.56% on the Notes). Example #2 — Positive Index Return (between Booster Level and Boosted Return) Step 1 - Calculating the Index Return If the Final Level on the Final Valuation Date was 3,424.00, the Index Return would be calculated as follows: Index Return = (Final Level – Initial Level) = (3,424.00 – 3,200.00) = 7.00% Initial Level 3,200.00 Step 2 - Calculating the Maturity Payment Amount In this example, the Final Level was above the Booster Level on the Final Valuation Date, so a Holder will receive a Maturity Payment Amount equal to the greater of the Boosted Return and the Index Return. As the Boosted Return of 23% is more than the Index Return of 7%, in this example, the Maturity Payment Amount would be calculated as follows: Maturity Payment Amount = $100 + ($100 x Boosted Return) Maturity Payment Amount = $100 + ($100 x 23%) = $123.00 per Note PS22–12
On the Maturity Date, a Holder would receive payment of $123.00 for each $100 Note (which is equivalent to a compounded annual return of 4.22% on the Notes). Example #3 — Negative Index Return (above Booster Level) Step 1 - Calculating the Index Return If the Final Level on the Final Valuation Date was 2,880.00, the Index Return would be calculated as follows: Index Return = (Final Level – Initial Level) = (2,880.00 – 3,200.00) = -10.00% Initial Level 3,200.00 Step 2 - Calculating the Maturity Payment Amount In this example, the Final Level was above the Booster Level on the Final Valuation Date, so a Holder will receive a Maturity Payment Amount equal to the greater of the Boosted Return and the Index Return. As the Boosted Return of 23% is more than the Index Return of -10%, in this example, the Maturity Payment Amount would be calculated as follows: Maturity Payment Amount = $100 + ($100 x Boosted Return) Maturity Payment Amount = $100 + ($100 x 23%) = $123.00 per Note On the Maturity Date, a Holder would receive payment of $123.00 for each $100 Note (which is equivalent to a compounded annual return of 4.22% on the Notes). PS22–13
Example #4 — Negative Index Return (below Booster Level) Step 1 - Calculating the Index Return If the Final Level on the Final Valuation Date was 1,920.00, the Index Return would be calculated as follows: Index Return = (Final Level – Initial Level) = (1,920.00 – 3,200.00) = -40.00% Initial Level 3,200.00 Step 2 - Calculating the Maturity Payment Amount In this example, the Final Level was below the Booster Level on the Final Valuation Date, so a Holder will receive a Maturity Payment Amount calculated using the actual Index Return. The Maturity Payment Amount would be calculated as follows: Maturity Payment Amount = $100 + ($100 x Index Return) Maturity Payment Amount = $100 + ($100 x (-40%)) = $60.00 per Note On the Maturity Date, a Holder would receive payment of $60.00 for each $100 Note (which is equivalent to a compounded annual loss of 9.71% on the Notes). PS22–14
APPENDIX C THE REFERENCE INDEX The following is a summary description of the EURO STOXX 50® Index (EUR price version) based on information obtained from the website of STOXX Limited (the “Index Sponsor”) at http://www.stoxx.com/index.html. All information regarding the Reference Index contained herein, including its make-up, method of calculation and changes in its components, has been derived from publicly available sources and its accuracy cannot be guaranteed. That information reflects the policies of, and is subject to change by, the Index Sponsor. The content of this website is not incorporated by reference in, and does not form part of, this pricing supplement. See “Reference Assets” in the Product Supplement. General Description The EURO STOXX 50® Index (EUR price version) is a capitalization-weighted index of 50 stocks from 12 Eurozone countries: Austria, Belgium, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal and Spain. It captures approximately 60% of the free float market capitalisation of the EURO STOXX Total Market Index, which in turn covers approximately 95% of the free float market capitalisation of the represented countries. The EURO STOXX 50® Index is weighted by free float market capitalisation, subject to a 10% cap. Share prices are taken from each of the Exchanges on which the component shares are traded and the EURO STOXX 50® Index is currently updated each minute of the day, from 9:00 a.m. to 6:00 p.m. (Central European time), in order to provide accurate information on a continuous real time basis. The level of the EURO STOXX 50® Index appears, inter alia, on Bloomberg Ticker SX5E. Industry Composition The following table sets forth the ten main industry sectors that comprise the sector composition of the EURO STOXX 50® Index by weight as at April 3, 2014. The historical composition of the EURO STOXX 50® Index does not necessarily reflect the composition of the EURO STOXX 50® Index in the future: Financials 27.43% Industrials 12.63% Health Care 9.48% Consumer Discretionary 9.32% Consumer Staples 9.18% Energy 8.98% Telecommunications 6.45% Utilities 6.37% Materials 6.00% Information Technology 4.11% Source: Bloomberg Constituents of the Reference Index The following table sets forth the top 10 companies that comprise the EURO STOXX 50® Index by weight as at April 3, 2014. Company Weight Total SA 5.73% Sanofi 4.59% Banco Santander SA 4.15% PS22–15
Company Weight Siemens AG 4.14% Bayer AG 4.09% BASF SE 3.69% Daimler AG 3.45% BNP Paribas SA 3.12% Anheuser-Busch InBev NV 2.99% SAP AG 2.81% Source: Bloomberg Historical Performance The following graph illustrates the price performance of the Reference Index from the period beginning on April 3, 2004 and ending on April 3, 2014. Past performance of the Reference Index is not indicative of future performance. Source: Bloomberg The price performance of the Reference Index shown above does not take into account dividends and/or distributions paid by the issuers of the constituent securities that comprise the Reference Index. The dividend yield of the Reference Index on April 3, 2014 was 3.34%, representing an aggregate dividend yield of approximately 17.86%, compounded annually over the term of the Notes (assuming the dividend yield remains constant). Historical performance of the Reference Index will not necessarily predict future performance of the Reference Index or the Notes. License Arrangements “BMO (M bar roundel symbol)”, “BMO” and “BMO Capital Markets” are registered trade-marks of Bank of Montreal used under license. EURO STOXX 50® Index is the intellectual property (including registered trademarks) of STOXX Limited and/or its licensors, which is used under license. The Notes based on the EURO STOXX 50® Index are in no way sponsored, endorsed, sold or promoted by STOXX Limited and its licensors and neither of the licensors shall have any liability with respect thereto. PS22–16
STOXX Limited and its licensors have no relationship to the Bank, other than the licensing of the EURO STOXX 50® Index and the related trademarks for use in connection with the Notes. STOXX Limited and its licensors do not: Sponsor, endorse, sell or promote the Notes. Recommend that any person invest in the Notes or any other securities. Have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Notes. Have any responsibility or liability for the administration, management or marketing of the Notes. Consider the needs of the Notes or the owners of the Notes in determining, composing or calculating the EURO STOXX 50® Index or have any obligation to do so. STOXX Limited and its licensors will not have any liability in connection with the Notes. Specifically, STOXX and its Licensors do not make any warranty, express or implied and disclaim any and all warranty about: The results to be obtained by the Notes, the owner of the Notes or any other person in connection with the use of the EURO STOXX 50® Index and the data included in the EURO STOXX 50® Index; The accuracy or completeness of the EURO STOXX 50® Index and its data; The merchantability and the fitness for a particular purpose or use of the EURO STOXX 50® Index and its data; STOXX Limited and its licensors will have no liability for any errors, omissions or interruptions in the EURO STOXX 50® Index or its data; Under no circumstances will STOXX Limited or its licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX Limited or its licensors knows that they might occur. The licensing agreement between the Bank and STOXX Limited is solely for their benefit and not for the benefit of the owners of the Notes or any other third parties. Disclaimer The Pricing Supplement relates only to the Notes offered hereby and does not relate to the Reference Index, any of the constituent securities of the Reference Index or any issuers of such securities. Information contained in this Pricing Supplement relating to the Reference Index is derived from and based solely upon publicly available information. None of the Bank, the Dealers or any of their respective affiliates or associates has any obligation or responsibility for the provision of future information in respect of the Reference Index, the Index Sponsor, any of the constituent securities comprising the Reference Index or any issuers of such constituent securities. Investors shall have no recourse against the Bank, the Dealers or any of their respective affiliates or associates in connection with any information relating to the Reference Index, the Index Sponsor, any of the constituent securities comprising the Reference Index or any issuers of such constituent securities, that is not contained in this Pricing Supplement. The Index Sponsor has not participated in the preparation of this Pricing Supplement. PS22–17
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