A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision. Bank of Montreal Canadian Banks Callable Equity ROC Principal At Risk Notes, Series 168 (CAD) (F-Class), Due November 27, 2023 KEY TERMS Semi-annual AutoCall Feature The Notes offer semi-annual principal repayments for investors while providing contingent protection against a slight to moderate decline in the S&P/TSX Composite Index Banks (Industry Group) (Price Return Version) (the “Reference Index”) over the term of the Notes. The Principal Amount is NOT protected under these Notes. Issuer: Bank of Montreal. Medium Term: 6.5-year term to maturity (subject to the Notes being automatically called by the Bank). Reference Index: The S&P/TSX Composite Index Banks (Industry Group) (Price Return Version) is a market capitalization-weighted index comprised of ten (10) actively traded large-cap Canadian financial companies. The constituents of the S&P/TSX Composite Index Banks (Industry Group) are a subset of the constituents of the S&P/TSX Composite Index that have been classified according to the Global Industry Classification Standard as belonging to the Banks Industry Group.* Contingent Semi-Annual Principal Repayments: Subject to the occurrence of an Extraordinary Event or the Notes being automatically called by the Bank, a Holder will be entitled to receive for each Note a semi-annual partial repayment of principal on each Principal Repayment Date equal to 4.125% of the Principal Amount (equivalent to 8.25% per annum), provided that the Closing Level of the Reference Index is equal to or above the Payment Threshold (i.e., 80% of the Initial Level) on the applicable Observation Date. Remaining Principal Balance: Each Principal Repayment will reduce the Principal Amount (and adjusted cost base of the Notes) during the term of the Notes. Principal Repayments are considered return of capital and do not reflect the return on the Notes (if any). The return on the Notes will be the difference between the Maturity Payment (or Bid Price if sold prior to Maturity) and the Remaining Principal Balance. If the Maturity Payment is less than a Holder’s adjusted cost base of the Notes, the Holder will sustain a loss on the Notes. See “Certain Canadian Federal Income Tax Considerations” in the Prospectus. AutoCall Feature: The Notes will be automatically called by the Bank if the Closing Level of the Reference Index is equal to or above the AutoCall Level (i.e., 110% of the Initial Level) on any Observation Date. If the AutoCall feature is triggered, Holders will receive the Principal Amount plus an amount equal to 10% participation in any Index Return above 10% (meaning Holders will partially participate in such positive Index Return at the Call Date), together with the Principal Repayment otherwise payable on that date. Contingent Protection: If the Index Return is negative, the Principal Amount will be protected so long as the Final Level is equal to or above the Barrier Level (i.e., 80% of the Initial Level) on the Final Valuation Date. If the Final Level is below the Barrier Level on the Final Valuation Date, the Maturity Payment will be equal to the Principal Amount reduced by the actual Index Return (which will be a negative amount equal to the decline in the Reference Index), subject to the Minimum Payment Amount. The calculation and timing of the payments at Maturity may be adjusted upon the occurrence of certain special circumstances. Daily Secondary Market: Provided by BMO Capital Markets (may be subject to limitations as described in the Prospectus). Linked to S&P/TSX Composite Index Banks (Industry Group) (Price Return Version) 8.25% per Annum Contingent Partial Principal Repayment paid semi-annually 20% Contingent Protection at Maturity FundSERV JHN6015 For more information, please contact your Investment Advisor www.bmosp.com * The dividend yield of the S&P/TSX Composite Index Banks (Industry Group) on May 8, 2017 was 3.73%, representing an aggregate dividend yield of approximately 26.95% compounded annually over the term of the Notes (assuming the dividend yield remains constant). An investment in the Notes does not represent a direct or indirect investment in any of the constituent securities that comprise the Reference Index. Holders have no right or entitlement to the dividends or distributions paid on such securities. Available Until: May 19, 2017 Issue Date: May 25, 2017 Maturity Date: November 27, 2023 Currency: Canadian Dollars Minimum Investment: $2,000.00 Selling Concession: There will be no selling concession paid for the Notes. 1 Client Brochure May 10, 2017 ADDITIONAL OFFERING DETAILS Issuer Bank of Montreal (the “Bank”). Issuer Rating Moody’s: Aa3; S&P: A+; DBRS: AA (long‐term deposits > 1 year). Issue Price $100.00 per Note (the “Principal Amount”). Partial Principal Repayments Subject to the occurrence of an Extraordinary Event or the Notes being automatically called by the Bank, a Holder will be entitled to receive for each Note a semi-annual partial repayment of principal on each Principal Repayment Date equal to 4.125% of the Principal Amount (equivalent to 8.25% per annum), provided that the Closing Level of the Reference Index is equal to or above the Payment Threshold on the applicable Observation Date. If the Closing Level of the Reference Index is below the Payment Threshold on an Observation Date, then no Principal Repayment will be payable to a Holder on the related Principal Repayment Date. If the Closing Level of the Reference Index is below the Payment Threshold on all Observation Dates, there will be no Principal Repayments paid to Holders during the term of the Notes. Each Principal Repayment will reduce the Principal Amount (and adjusted cost base of the Notes) during the term of the Notes. See “Description of the Notes — Partial Principal Repayments” and “Additional Risk Factors Specific to the Notes” in the Prospectus. The Closing Level will be observed on each Observation Date, subject to the occurrence of any special circumstances (see “Special Circumstances” in the Prospectus) or the Notes being called by the Bank. The specific Observation Dates, Principal Repayment Dates and potential Call Dates for the Notes will be as follows: Period Observation Date Payment Threshold Principal Repayment Date/Call Date 1 November 20, 2017 80% of the Initial Level November 27, 2017 2 May 17, 2018 80% of the Initial Level May 25, 2018 3 November 19, 2018 80% of the Initial Level November 26, 2018 4 May 17, 2019 80% of the Initial Level May 27, 2019 5 November 18, 2019 80% of the Initial Level November 25, 2019 6 May 15, 2020 80% of the Initial Level May 25, 2020 7 November 18, 2020 80% of the Initial Level November 25, 2020 8 May 17, 2021 80% of the Initial Level May 25, 2021 9 November 18, 2021 80% of the Initial Level November 25, 2021 10 May 17, 2022 80% of the Initial Level May 25, 2022 11 November 18, 2022 80% of the Initial Level November 25, 2022 12 May 17, 2023 80% of the Initial Level May 25, 2023 13 November 20, 2023 80% of the Initial Level November 27, 2023 Observation Dates and Principal Repayment Dates See “Observation Dates and Principal Repayment Dates” in the Prospectus. Payment Threshold AutoCall Level Participation Rate 80% of the Initial Level. 110% of the Initial Level, triggering the Notes to be automatically called by the Bank if the Closing Level of the Reference Index is equal to or above the AutoCall Level on any Observation Date. 10%, resulting in participation by a Holder of 10% in any Index Return above 10% on the Call Date or at Maturity. Barrier Level 80% of the Initial Level, resulting in full principal protection against a decline in the Closing Level of the Reference Index on the Final Valuation Date of up to 20% from the Initial Level. Maturity Payment Subject to the occurrence of an Extraordinary Event, a Holder will receive repayment of some or all of the Principal Amount on either the Call Date or at Maturity based on the Closing Level of the Reference Index on the applicable Observation Date or the Final Valuation Date. In addition, if the Index Return is greater than 10%, the Maturity Payment will equal the Principal Amount plus 10% participation in any Index Return above 10% (meaning Holders will partially participate in such positive Index Return on the Call Date or at Maturity). The Maturity Payment will be determined as follows: (i) If the Index Return is greater than 10%, a Holder will receive a Maturity Payment calculated using the following formula: (ii) If the Index Return is equal to or below 10% and the Final Level is equal to or above the Barrier Level, a Holder will receive a Maturity Payment equal to the Principal Amount. (iii) If the Final Level is below the Barrier Level, a Holder will receive a Maturity Payment that is less than the Principal Amount, as the Principal Amount will be reduced by the actual Index Return (which will be a negative amount equal to the decline in the Reference Index), subject to the Minimum Payment Amount, calculated using the following formula: Principal Amount + (Principal Amount x Participation Rate x [Index Return - 10%]) Principal Amount + (Principal Amount x Index Return) The return on the Notes will be equal to the difference between the Maturity Payment and the Remaining Principal Balance, which will only be determinable on the Call Date or at Maturity. Contingent Protection If the Index Return is negative, the Principal Amount will be protected so long as the Final Level is equal to or above the Barrier Level (i.e., 80% of the Initial Level) on the Final Valuation Date. If the Final Level is below the Barrier Level on the Final Valuation Date, the Maturity Payment will be equal to the Principal Amount reduced by the actual Index Return (which will be a negative amount equal to the decline in the Reference Index), subject to the Minimum Payment Amount. The calculation and timing of the payments at Maturity may be adjusted upon the occurrence of certain special circumstances. See “Special Circumstances” in the Prospectus. Secondary Market / Early Trading Charge The Notes will not be listed on any exchange or marketplace. 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. but reserves the right to elect not to do so in the future, in its sole and absolute discretion, without prior notice to Holders. No Early Trading Charge will apply if the Notes are sold prior to Maturity. See “Secondary Market” in the Prospectus. Calculation Agent BMO Capital Markets. See “Calculation Agent” in the Prospectus. Dealers BMO Nesbitt Burns Inc. and Desjardins Securities Inc. Selling Concession There will be no selling concession paid for the Notes. www.bmosp.com 2 Client Brochure May 10, 2017 HOW DO THE NOTES WORK? The following hypothetical examples demonstrate how the Principal Repayments and Maturity Payment will be calculated and determined under four different scenarios. The hypothetical Closing Levels of the Reference Index used in these examples are for illustrative purposes only and should not be construed in any wa y as estimates or forecasts of the future price performance of the Reference Index or the Notes. All hypothetical examples assume that no events described under “Special Circumstances” in the Prospectus, have occurred during the term. Initial Level = 3,150.00 Barrier Level/Payment Threshold = 2,520.00 (80.00% of the Initial Level) Level) AutoCall Level = 3,465.00 (110.00% of the Initial Example 1: Negative Scenario (Not Automatically Called) Observation Date 1 2 3 4 5 6 7 8 9 10 11 12 Final Valuation Date — Reference Index Closing Level on Observation Date — Payment Threshold/ Barrier Level — AutoCall Level Closing Level of Reference Index 2,362.50 1,984.50 1,291.50 1,102.50 1,008.00 1,449.00 1,197.00 2,614.50 2,457.00 2,394.00 2,394.00 1,890.00 1,732.50 TOTAL Principal Repayment $4.125 $4.125 Remaining Principal Balance $100.000 $100.000 $100.000 $100.000 $100.000 $100.000 $100.000 $95.875 $95.875 $95.875 $95.875 $95.875 $95.875 $95.875 Total Principal Repayments = $4.125 Remaining Principal Balance = $100.00 - $4.125 = $95.875 Maturity Payment calculated on the Maturity Date Final Level = 1,732.00 (an Index Return of -45.00%) Maturity Payment = $100.00 + ($100.00 x Index Return) = $100.00 - $45.00 = $55.00 Remaining Principal Balance In this hypothetical scenario, a Holder will receive one Principal Repayment only (on the eighth Principal Repayment Date) as the Closing Level is below the Payment Threshold on all other Observation Dates. The Closing Level is below the AutoCall Level on all Observation Dates, so the Notes are not automatically called by the Bank. The Final Level is below the Barrier Level. Payment Summary Total Payments = Total Principal Repayments + Maturity Payment = $4.125 + $55.00 = $59.125 Return = Maturity Payment - Remaining Principal Balance = $55.00 - $95.875 = -$40.875 (or an annualized loss of 7.75%) Example 2: Principal Protected Scenario (Not Automatically Called) Observation Date 1 2 3 4 5 6 7 8 9 10 11 12 Final Valuation Date — Reference Index Closing Level on Observation Date — Payment Threshold/ Barrier Level — AutoCall Level Closing Level of Reference Index 2,677.50 2,425.50 1,827.00 2,583.00 2,740.50 2,961.00 2,488.50 2,898.00 2,929.50 2,646.00 2,425.50 2,646.00 2,992.50 TOTAL Principal Repayment $4.125 $4.125 $4.125 $4.125 $4.125 $4.125 $4.125 $4.125 $4.125 $37.125 Remaining Principal Balance $95.875 $95.875 $95.875 $91.750 $87.625 $83.500 $83.500 $79.375 $75.250 $71.125 $71.125 $67.000 $62.875 $62.875 Total Principal Repayments = $37.125 Remaining Principal Balance = $100.00 - $37.125 = $62.875 Maturity Payment calculated on the Maturity Date Final Level = 2,992.00 (an Index Return of -5.00%) Maturity Payment = $100.00 Remaining Principal Balance Maturity Payment In this hypothetical scenario, a Holder will receive a Principal Repayment on each Principal Repayment Date except for the second, third, seventh and eleventh Principal Repayment Dates because the Closing Level of the Reference Index is below the Payment Threshold on the second, third, seventh and eleventh Observation Dates. The Closing Level is below the AutoCall Level on all Observation Dates, so the Notes are not automatically called by the Bank. The Index Return is below 10% but the Final Level is above the Barrier Level. www.bmosp.com 3 Payment Summary Total Payments = Total Principal Repayments + Maturity Payment = $37.125 + $100.00 = $137.125 Return = Maturity Payment - Remaining Principal Balance = $100.00 - $62.875 = $37.125 (or an annualized return of 4.97%) Client Brochure May 10, 2017 HOW DO THE NOTES WORK? Example 3: Positive Scenario (Not Automatically Called) Observation Date 1 2 3 4 5 6 7 8 9 10 11 12 Final Valuation Date — Reference Index Closing Level on Observation Date — Payment Threshold/ Barrier Level — AutoCall Level Closing Level of Reference Index 2,614.50 2,614.50 2,614.50 2,614.50 2,614.50 2,866.50 3,213.00 3,055.50 3,402.00 3,433.50 2,740.50 3,244.50 2,803.50 TOTAL Principal Repayment $4.125 $4.125 $4.125 $4.125 $4.125 $4.125 $4.125 $4.125 $4.125 $4.125 $4.125 $4.125 $4.125 $53.625 Remaining Principal Balance $95.875 $91.750 $87.625 $83.500 $79.375 $75.250 $71.125 $67.000 $62.875 $58.750 $54.625 $50.500 $46.375 $46.375 Total Principal Repayments = $53.625 Remaining Principal Balance = $100.00 - $53.625 = $46.375 Maturity Payment calculated on the Maturity Date Final Level = 2,803.50 (an Index Return of -11.00%) Maturity Payment = $100.00 If the Index Return was greater than 10%, a Holder would have been entitled to receive 10% participation in the Index Return above 10% as part of the Maturity Payment. Remaining Principal Balance Maturity Payment In this hypothetical scenario, the Closing Level is above the Payment Threshold on each Observation Date, so a Holder will be entitled to receive a Principal Repayment on each Principal Repayment Date. The Closing Level is below the AutoCall Level on all Observation Dates, so the Notes are not automatically called by the Bank. The Index Return is below 10% but the Final Level is above the Barrier Level. Payment Summary Total Payments = Total Principal Repayments + Maturity Payment = $53.625 + $100.00 = $153.625 Return = Maturity Payment - Remaining Principal Balance = $100.00 - $46.375 = $53.625 (or an annualized return of 6.81%) Example 4: Automatically Called Scenario Observation Date 1 2 3 4 5 6 7 8 9 10 11 12 13 — Reference Index Closing Level on Observation Date — Payment Threshold/ Barrier Level — AutoCall Level Closing Level of Reference Index 2,898.00 2,772.00 2,898.00 2,772.00 2,835.00 2,835.00 2,677.50 3,717.00 Autocalled Autocalled Autocalled Autocalled Autocalled TOTAL Principal Repayment $4.125 $4.125 $4.125 $4.125 $4.125 $4.125 $4.125 $4.125 $33.00 Remaining Principal Balance $95.875 $91.750 $87.625 $83.500 $79.375 $75.250 $71.125 $67.000 $67.00 Total Principal Repayments = $33.00 Remaining Principal Balance = $100.00 - $33.00 = $67.00 Maturity Payment calculated on the Call Date Remaining Principal Balance Closing Level on the eighth Observation Date = 3,717.00 (an Index Return of 18.00%) The Notes will be called because the Closing Level is above the AutoCall Level. The Notes will be cancelled and Holders will not be entitled to receive any subsequent payments in respect of the Notes. Maturity Payment = $100.00 + ($100.00 x Participation Rate x [Index Return 10.00%]) = $100.00 + ($100.00 x 10% x [18.00% - 10.00%]) = $100.80 per Note Maturity Payment In this hypothetical scenario, the Reference Index closed above the AutoCall Level on the eighth Observation Date, resulting in the Notes being automatically called by the Bank. Prior to the Notes being automatically called by the Bank, the Closing Level of the Reference Index was above the Payment Threshold on each Observation Date, so a Holder would have received a Principal Repayment on each corresponding Principal Repayment Date. Payment Summary Total Payments = Total Principal Repayments + Maturity Payment = $33.00 + $100.80 = $133.80 Return = Maturity Payment - Remaining Principal Balance = $100.80 - $67.00 = $33.80 (or an annualized return of 7.55%) The above examples show how the Principal Repayment and Maturity Payment would be calculated based on certain hypothetical values and assumptions set out above. 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. www.bmosp.com 4 Client Brochure May 10, 2017 Bank of Montreal Canadian Banks Callable Equity ROC Principal At Risk Notes, Series 168 (CAD) (F-Class) DISCLAIMER This document should be read in conjunction with the Bank’s short form base shelf prospectus dated May 17, 2016 (the “Base Shelf Prospectus”) and Pricing Supplement No. 450 dated May 10, 2017 (the “Pricing Supplement”). Amounts paid to Holders will depend on the price performance of the Reference Index. The Notes are not designed to be alterna tives to fixed income or money market investments. Bank of Montreal does not guarantee that Holders will receive any return or repayment of their principal investment in the Notes at Maturity, subject to a minimum principal repayment of $1.00 per Note. The Notes provide contingent protection only, meaning that a Holder could lose some or substantially all of his or her principal investment in the Notes if the Final Level is below the Barrier Level on the Final Valuation Date. See “Certain Risk Factors” in the Base Shelf Prospectus and “Additional Risk Factors Specific to the Notes” in the Pricing Supplement. Prospective purchasers should carefully consider all of the information set forth in the Pricing Supplement and the Base Shelf Prospectus (collectively, the “Prospectus”) and, in particular, should evaluate the specific risk factors set forth under “Suitability for Investment” and “Additional Risk Factors Specific to the Notes” in the Pricing Supplement. BMO Nesbitt Burns Inc. is a wholly-owned subsidiary of the Bank. As a result, the Bank is a “related issuer” of BMO Nesbitt Burns Inc. for the purposes of National Instrument 33-105 — Underwriting Conflicts. See “Plan of Distribution” in the Pricing Supplement. The Notes have not been and will not be rated. 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. The Notes will not be deposits that are insured under the Canada Deposit Insurance Corporation 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. See “Description of the Notes — Rank; No Deposit Insurance” in the Pricing Supplement. The above summary is for information purposes only and does not constitute an offer to sell or a solicitation to purchase Notes. The offering and sale of Notes may be prohibited or restricted by laws in certain jurisdictions. Notes may only be purchased where they may be lawfully offered for sale and only through individuals qualified to sell them. Unless the context otherwise requires, terms not defined herein will have the meaning ascribed thereto in the Pricing Supplement. A copy of the Pricing Supplement and the Base Shelf Prospectus can be obtained at www.sedar.com. “BMO (M-bar roundel symbol)”, “BMO” and “BMO Capital Markets” are registered trademarks of the Bank used under license. S&P ® is a registered trademark of Standard & Poor’s Financial Services LLC (“S&P”), Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”), and “TSX” is a trademark of the Toronto Stock Exchange (“TSX”). These trademarks have been licensed for use by S&P Dow Jones Indices LLC. These trademarks have been sublicensed for certain purposes by Bank of Montreal and its affiliates. The Reference Index is a product of S&P Dow Jones Indices LLC, its affiliates and/or its third party licensors and has been licensed for use by Bank of Montreal and its affiliates. The Notes are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P, their respective affiliates, or the TSX and none of S&P Dow Jones Indices LLC, Dow Jones, S&P, their respective affiliates or the TSX make any representation regarding the advisability of investing in such product(s). www.bmosp.com 5 Client Brochure May 10, 2017
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