Global Treasury Management

Revised June 2012

About BMO

BMO Financial Group Overview

Established in 1817 as Canada’s first chartered bank

Ranked 8th largest bank in North America by total assets of US $532 billion1

Offering a full range of personal and commercial banking, wealth management, correspondent, investment and corporate banking services in Canada and the U.S.

Serving over 12,000,000 clients, small and large, throughout North America

Serving over 800 correspondent banking relationships across 130 countries throughout the globe

Serving over 40 Schedule I, II and III Banks and Credit Unions in a Direct Clearing banking partnership

Nearly 1600, Branches and offices – 900+ Canada and International; 650+ in the United States

1. Source: (SNL Financial, 05/31/12)

4

ADVISORY SERVICES Mergers & Acquisitions Strategic Advisory Fairness Opinions Takeover Defense Share Buybacks Valuation Analysis

TREASURY SERVICES Cash Management Risk Management Asset Management Foreign Exchange Trade Finance

SALES & TRADING Institutional Sales Trading Equity Research Fixed Income Research Investor Marketing Investor Conferences Account Sponsorship Retail Distribution

CORPORATE FINANCE Initial Public Offerings Follow-on Offerings Convertible Securities Mezzanine Lending High-Yield Debt Investment-Grade Debt Corporate Lending Securitization Private Placements

BMO Capital Markets

BMO Financial Group

F2011 Net Income by Operating Group

Key Operating Data

*As at April 30, 2012

Private Client Group Personal &

Commercial Banking

Market Cap* US$38 billion

Total Assets* US$532 billion

F2011 Revenue US$13.6 billion

Employees* 46,500+

26%

59%15%

5

Global Treasury Management at BMO Capital Markets

Sophisticated web-based treasury management platform with 15,000 Online Banking for Business customers, and 50,000 Online Banking for Business users

Global service and solutions

Extensive payment, receivables and information reporting capabilities

Actively shaping the future of the payments industry: Member of Canadian Payments Association, NACHA

and American Bankers Association Founding partner of Symcor and Moneris, leading

providers of payment processing

Full-service treasury management provider for over 35 years

We Process: Transactions Value

Wire Payments

318,528 Canadian dollar payments per year

All of BMO: 1 Million Items

CAD $915 billion

All of BMO: $1.3 Trillion

Electronic Payments

321 million EFTs processed per year

CAD $925 billion

Paper Payments

223 million checks per year

CAD $854 million

Our Solutions

7

What Sets Us Apart

Commitment to service

Continued investment in our business

Experience, cross-border expertise and scale

Global solutions

High quality, proven solutions

Customizable solutions that produce highly-satisfied customers

Highly-satisfied customers

Trusted treasury management advisor

Superior service. Working capital expertise. Innovative solutions.

Information Solutions

9

Information Solutions

Online Banking for Business

Online Banking for Business Overview

Online Banking for Business is a web-based cash management solution Real-time account information (mech accounts only) Single source for all treasury management products

and reports Flexible administration tools Ability to designate multiple users and approvers Receive Alerts

Make timely and informed business decisions

Save time with easy, anywhere access

Gain added security and control

Only need a PC and an Internet connection

You can choose the services you need today and add modules as your business needs change

Online Banking for Business supports full single sign on and private label functionality enhancing the end client experience

11

Online Banking for Business: Our Web-Based Treasury Management Platform

Online Banking for Business features: Account Information e-Statements Account Transfers AutoConnect Stop Payments Electronic Funds Transfers Tax and Bill Payments File Transfers & Cross-Border Transfers Centralised Customer Self-Administration DirectCheque Stops and Inquiries Wire Payments Check Image Search Bulk Image File Delivery Archiving Alerts & Notifications

Select the modules you need today and add services as your business needs change

Online Banking for Business: Benefits

Increased control

Timely information allows customers to make informed business decisions

Customers can control their own administration by setting up and deleting users in seconds, as well as resetting user passwords

Convenience

Allows customers to access their account information and perform transactions around the clock - from their own PC

Customers can receive all of their cash management reports electronically through file transfer facility

Flexibility

Tailor services to match their specific needs

Choose only the modules they need today and add modules as their business grows

Security

Online Banking for Business uses 256-bit encryption, the strongest form of encryption generally available in Web browsers today

Requires 2 levels of user IDs and passwords

Ability to limit user access by account, report template, transaction type and dollar amount

13

Online Banking for Business: Our Web-Based Treasury Management Platform

Flexible administrative tools allow you to: Set up and delete users, reset passwords Set up alerts and notifications of incoming, outgoing and pending transactions, exception items, available statements, user

information and balance thresholds Create customized user profiles and assign access to accounts and service modules Set dollar amount limits and approval requirements on payments Generate admin reports that allow you to comply with SOX requirements by tracking all admin changes and documenting

user entitlements Automate and schedule the secure downloading of Online Banking for Business reports

The Online Banking for Business platform maintains a multi-level security system that includes: Minimum 256-bit encryption, firewalls and system controls Two sets of user IDs and passwords; mandatory password changes Up to 3 administrative approvals An authentication device for payments System time-outs for inactivity and log outs for incorrect password attempts

Optional Security Features: Limit administrators to have Administrative Privileges only Add Multiple Approvals for all administrative changes

Comprehensive administrative and security features put you in control

Connecting to the Bank – High Speed Connectivity

BMO launched new high speed connectivity options to exchange files with customers. The new options are offered in conjunction with GXS (Global eXchange Services).

Supporting the most widely used communication protocols including AS2, Secure FTP, and VPN; GXS is able to meet and exceed our customers robust needs.

GXS offers special connectivity that customers currently do not receive via Online Banking for Business FTF (e.g. scripting). New options address the needs of both large corporate customers and small businesses who require automated file exchange.

These features help our customers to automate file exchange with much needed confidentiality, speed, integrity, and authentication of transferred data

New options address the needs of both large corporate customers and small businesses who require automated file exchange

File Connectivity - Benefits

Improved, Dependable, and Secure access anytime anywhere via the internet

Increased Flexibility and Time Saving by automating file and report processing

Improved Integration and Cost Savings for companies of any size by using the latest industry standard business to business technology

Customers may select from various connectivity options offering real time communication

Manual operator may not be required; therefore minimizing the risk of file manipulation (SOX compliance)

GXS vs FTF

FeaturesFile Transfer

Facility GXS

High Speed Internet Access Available Available

Server to Server Transmission Not Available Available

Scripted Automated File Exchange Not Available Available

Encryption Available Available

Security 128 Bit Encryption256 Bit to VPN IPsec Encryption

Compliance Component e.g. SOX

No - Manual Operator required to process files

Yes – Encrypted, Automated, and can be Scripted

Ability to Transfer Large Files (Over 10 Mega Bytes)

Not designed to transfer large files Able

Technology Support / Maintenance

Supported and updated Supported and updated

Image Transfer (Future) Not Available Available

Payables Solutions

18

Payables Solutions

19

DirectCheque

A low cost, fully automated check processing and reconciliation service designed for businesses that issue a high volume of checks

Features

Checks are cleared and sorted by serial number

Our check validation service combines: Positive Pay option matches check serial numbers and amount to your

issue file Optical Character Recognition used to match the recipient name and

address in your issue file

Make decisions to accept or return checks online

Reconciliation reports are produced to coincide with your accounting cycle

Benefits

Streamline check processing and reconciliation

Mitigate the risk of fraud

Mitigate check fraud through the use of Positive Pay

Daily file sent to BMO

Checks issued

Once checks are cleared, the cancelled checks and paid item file is returned to you

20

Firstbank Automated Clearing System (FACS)

A convenient and efficient alternative for check clearing that employs high-speed check reading technology for clearing and processing

Features

Receive a Paid Item File (PIF) detailing paid check information on a next day basis

Choose from numerous reporting options available, both paper-based and electronic

Choose to have cleared items returned daily or checks retained at the Bank for up to 30 days

Thousands of images received of your cleared checks via our bulk image delivery service

Benefits

Maintain control over check verification, returned items and stop payments

Facilitate accurate record keeping

A check clearing alternative for large volume check issuers

Checks are processed by the Bank using high-speed check

clearing and MICR technology

Cleared checks are sorted in date, amount or check serial number order and packaged for client pick

up, dispatched directly or retained by the Bank for

up to 30 days

Paid Item File is available in hard copy or via any of the supported

electronic file connectivity options

21

Electronic Funds Transfers (Credits)

A convenient and cost-effective way to electronically credit employee and supplier accounts at any Canadian financial institution in Canadian or US dollars

Features

Create electronic payments and transmit files via the Online Banking for Business platform

Perform online tracing, corrections and recalls through a single application

Recall individual credits, batches or whole payment files

Reports are delivered electronically

Benefits

Control timing of payments

Reduce operational costs

Reduce the risk of late payments

Most robust range of post-file delivery functions available in the Canadian market

Funds are deposited directly to payee accounts at BMO or other financial institutions

You send payment files to BMO Financial Group

Access a full range of online

post-file delivery

functions via Online Banking

for Business

22

Outbound Wire Payments

A comprehensive wire payments management service that enables you to initiate Canadian and US dollar wire payments easily and efficiently from your office computer.

Features

Send one-time payments or create payment templates for recurring transactions

Import wire payment instructions

Future date payments up to 30 days in advance

Receive customized summary and detail reports

Provides full control over outgoing wires, post transaction amendments, cancellations and investigations

Approve and release wire payments through your iPhone or Blackberry

Benefits

Finality of payment

Increase security and control

Send payments quickly and easily from your PC

Send Canadian and U.S. dollar wire payments from your PC

You submit payment instructions to BMO Financial Group electronically

BMO Capital Markets processes your

payment instructions and forwards the

funds to the payee’s financial institution

23

Tax and Bill Payments

An easy and convenient way to submit utility and corporate bills, as well as Federal and Provincial tax payments via the Internet

Features

Convenient web access

Easy-to-use payment templates

Enter payment details by midnight the day before due date or up to one year in advance

Receive tax refunds faster, right into your account.

Benefits

Control timing of payments

Reduce the risk of late payments

Reduce paperwork

Simplify record keeping and reconciliation

Fully web-enabled through the Online Banking for Business Platform

Submit utility and corporate bills, federal and provincial tax payments electronically and track payment details online

24

Imaging Services

Check Image Search:

Flexible search options

Download and print options

Archive available as far back as 100 days

CD/DVD ROM:

Easily search, retrieve, view, download and print images of processed checks individually or in batches

Choice of CD (up to 15,000 images) or DVD (up to 100,000 images)

Encrypted images offer increased security

Bulk Image Delivery

Daily, electronic delivery of check images

Optional (PGP) Pretty Good Privacy file encryption available for extra internet security

Images can be accessed in a variety of ways: online, via CD/DVD; or via electronic file delivery

25

Payables Outsourcing

A fully automated payment processing service that offers the flexibility of initiating paper and electronic payments through a single file

Features

Send a single payment file to execute multiple payment types

Payment files are validated for accuracy

Receive summary and detail reports online

Digitized signatures and printed checks are held under dual custody

Benefits

Streamline payment processing

Mitigate the risk of check fraud

Reduce check printing costs

Streamline payment processing by initiating paper and electronic payments through single file

We process and deliver the payments in the requested format

You send a payment file to BMO Financial Group

• Wire transfers• EFT – BMO (CDN/US)• ACH – Harris (US)• Financial EDI – BMO

(CDN)• Financial EDI – Harris

(US)• Check printing

Vendor

26

EDI Origination

A computer-to-computer electronic business exchange that facilitates the electronic payment of funds and related payment data

Features

Choose from several remittance data delivery options without having to be EDI-capable

Send payments and supporting documentation on the value date

Benefits

Control timing of payments

Reduce processing costs and errors

Improve trading partner relationships

Electronically submit payments and accompanying details to your business partners

You send the payment file and remittance advice to BMO Financial Group

Funds and supporting information are then forwarded to the payee’s financial institution

Vendor

Receivables Solutions

28

Cash Concentration – Between BMO Accounts

Consolidate deposits into your central BMO business account for fast, convenient access to your funds.

Features

Deposits are automatically consolidated

Deposits can be made at select BMO Bank of Montreal branches

Detailed consolidation reports are available online

A 25-character alpha-numeric message field provides supporting information

Benefits

Receive immediate access to funds

Minimize excess balances

Monitor deposit activity of individual outlets

Improve cash flow by consolidating deposits from multiple locations into a central account

Your outlets deposit funds at selected BMO branches

The deposits are automatically moved to your central BMO account

Receive detailed

consolidation reports

29

Cash Concentration – Between Financial Institutions

Consolidate deposits made at any Canadian deposit-taking institution into your BWB account – by phone or web. Your business outlets can deposit funds at the nearest financial institution, while you retain quick and easy access to your funds

Features

DrawCheque transfers can be completed online or via a toll-free IVR system

24x7 access via the web; extended hours access to the IVR system

Same day value for payments received by 7:00 PM ET

Funds are are deposited into your account three times each day

Third-party transfers between B2B relationships for Accounts Receivable purposes

Benefits

Enjoy convenient and cost-effective deposit management and funds concentration

Access comprehensive on-line reports and 90-day rolling archive

Minimize risk with advanced security controls and optional dual-authorization

Control access through user-friendly online administrative tools

Conveniently and cost-effectively consolidate deposits into a central BMO account

30

Electronic Funds Transfers (Debits)

A convenient and cost-effective way to electronically debit your customers’ accounts at any Canadian financial institution in Canadian or U.S. dollars

Features

Create electronic debits and transmit files to the bank online

Perform online tracing, corrections and recalls through a single application

Reports are delivered online

Recall individual debits, batches or whole payment files

Benefits

Control the timing of payments

Increase operational efficiencies

Improve customer relations

Most robust range of post-file delivery functions available in the Canadian market

Funds are automatically

debited from your customers’

accounts on the value date and

deposited into your BMO account

You send payment files to BMO Financial Group detailing your pre-authorized debits

Access a full range of post-

file delivery functions via

Online Banking for Business

31

Wholesale Lockbox

An automated receivables processing solution that accelerates your B2B check-based remittances and consolidates deposits into a single account

Features

Multiple processing sites across Canada

Funds are consolidated into a single account

Receive detailed transaction reports and daily deposit advice packages

Access and retrieve images online

Receive thousands of images at a time via our bulk image delivery service

Benefits

Reduce mail float

Reduce processing costs and effort

Consolidate deposits into a single account

Convenient imaging options online, CD-ROM or Bulk Image Delivery service

Improve cash flow by automating the processing of your check-based remittances

Checks and supporting payment data are mailed to strategically located Canada Post postal stations

BMO collects payments directly from Canada Post and processes them for same-day credit

Receive a daily file with

all remittance data

information

32

Remittance Consolidation

A flexible receivables service that consolidates paper and electronic payments made through BMO or other Canadian financial institutions

Features

Receive same-day credit for all payments made through BMO

Consolidate payments made at other financial institutions

Receive a daily payment report and/or file

Benefits

Consolidate funds from multiple sources and deposit to single account

Reduce manual payment processing

Reduce the incidence of late payments

Receive same business day value for all payments made through BMO

Your customers submit payment by:

• Internet• Telephone• ABM• Branch

The funds are credited directly to your BMO account

Receive daily file with all remittance data information

33

Electronic Chargebacks

Receive electronic notification of chargebacks that occur when a check you deposited to your business deposit account is returned by your payer's bank.

Features

The Electronic Chargeback file captures the reason the check was returned, the name of the payer and MICR information of checks.

A Null File is delivered if there were no chargeback check for that processing day.

Continue to receive a Return Item Advice for any dishonored items.

Benefits

Turn the manual process of dealing with chargebacks into an easy automated process.

Be quickly notified of returned items and easily update your own database with information on the items that have been returned to you.

Decision your checks faster.

Collect funds owed faster and better manage your cash flow.

More easily flag potential bad accounts and possibly hold back shipments

Turn the manual process of dealing with chargebacks into an easy automated process .

Continue to receive a physical copy of:

Chargeback Images • Black and white• Front and back

Chargeback Advices• Provides reason for return• Includes advice #

34

Incoming Wire Payments

A convenient way to receive customer payments electronically from both domestic and international locations

Features

Domestic and international payments

Multiple notification options through FAX, Online Banking for Business and others.

Up to 140 characters of reference information

Full amount of wire payment credited with fee charged as a separate transaction

Benefits

Receive irrevocable payments from anywhere in the world

Track and identify payments easily

Receive domestic and international payments quickly and easily

The incoming funds are credited to your account as soon as they are received by the bank …

… receive an optional faxed payment advice immediately

Funds are wired to BMO from anywhere in the world

35

EDI Collections

A computer-to-computer electronic business exchange that facilitates the electronic collection of funds and related payment data

Features

Choose from several remittance data delivery options without having to be EDI-capable

Receive funds and supporting documentation on the value date

Benefits

Improve cash flow

Eliminate manual processing

Improve trading partner relationships

Receive payments and accompanying details from your business partners electronically

Payor Payor’s FI

The payor transmits the payment file and remittance advice to their financial institution

You view payment information via an electronic file or by fax

Funds are then transferred to BMO and credited to your BMO account

36

Customization

Customized Information Delivery

BMO’s expert advisory service that reviews your multiple data sources and recommends a quick and easy integration solution with output files or reports tailored to your specifications.

Performed entirely by BMO’s IT mapping team freeing up your internal resources

Supports informed decision making with targeted management reports

A streamlined process delivers: Reduced costs through automation and ERP integration Seamlessly integrated data with your existing in-house accounting software and systems Improved capabilities to accelerate data exchange and reduce barriers to partnerships Ability to monitor transaction data end-to-end Can reduce delays and errors created by multiple application, system fixes and patches Can deliver reports based on preferred format and/or map to an industry standard externally such as XML Convenience and Security - can be combined with our existing BMO line of products i.e.

EFT/Wires/DCH/EDI/others and secure high-speed transmission methods i.e.: GXS with PGP encryption option or FTF (File Transfer Facility)

One-stop shop for all your mapping needs

Appendix

38

Technology

Industry Trends

Market

Regulatory

Keeping you informed is our business

Web-based service delivery platforms

Image technology initiatives

Connectivity and integration challenges associated with web services (STP)

Paper to electronic payment conversions

Corporate treasury centralization & “in-house” banking

Business process outsourcing (BPO) of treasury functions

Service provider consolidation – consultative partnerships with preferred vendors

Cash flow visibility through treasury automation

Sarbanes Oxley – Implications for Canadian organizations

Evolving role of the CPA in the technology-driven payments arena

39

CPA Rules Regarding Check Fraud

Reason Time Frame to Return Via ClearingAltered item:

Original check (amount, payee, and/or date) has been changed without the knowledge or consent of the issuer

90 days

Counterfeit:

A reproduction of an original, legitimate check Next business day

Missing Endorsement:

Signature of drawer is missingUp to 6 years in the clearing

Forged drawer:

Signature of drawer (person or company issuing the check) has been forged

Next business day

Forged endorsement:

Signature/endorsement of payee has been forged

Unlimited (CPA)

Bills of Exchange Act requires drawer to notify drawee bank within 12 months

40

CPA Rules Regarding EFT Exceptions

Reason Time Frame to Return Via ClearingUnauthorized debit with PAD agreement Business - 10 calendar days after date on which the PAD

was processed to payor’s account

Personal – 90 calendar days after date on which the PAD was processed to payor’s account

Unauthorized debit without PAD agreement 90 calendar days after date on which the PAD was processed to payor’s account

EFT credit error correction No later than 4 business days after delivery of the original credit transaction

OR

3 Business days after the date the funds are to be made available of the original transaction (e.g. late transactions)

*It should be noted that both recourses are contingent on the funds being available to retrieve

41

BMO – Your Partner in Fighting Fraud

Web-based treasury management – Online Banking for Business: Access management Session management User management - transaction, account and user

thresholds and controls Secure transactions File confirmation

Payables Plus – payables automation and outsourcing – EFT, EDI, wires, check

Positive Pay/Reverse Positive Pay – check fraud prevention tools

Check imaging

42

Disclaimer

These materials are confidential and proprietary to, and may not be reproduced, disseminated or referred to, in whole or in part without the prior consent of BMO Capital Markets (“BMO”). These materials have been prepared exclusively for the BMO client or potential client to which such materials are delivered and may not be used for any purpose other than as authorized in writing by BMO. BMO assumes no responsibility for verification of the information in these materials, and no representation or warranty is made as to the accuracy or completeness of such information. BMO assumes no obligation to correct or update these materials. These materials do not contain all information that may be required to evaluate, and do not constitute a recommendation with respect to, any transaction or matter. Any recipient of these materials should conduct its own independent analysis of the matters referred to herein.

“BMO Capital Markets” is a trade name used by BMO Financial Group for the wholesale banking businesses of Bank of Montreal, Harris N.A. and Bank of Montreal Ireland p.l.c., and the institutional broker dealer businesses of BMO Capital Markets Corp., BMO Nesbitt Burns Trading Corp. S.A., BMO Nesbitt Burns Securities Limited and BMO Capital Markets GKST Inc. in the U.S., BMO Nesbitt Burns Inc. in Canada, Europe and Asia, BMO Nesbitt Burns Ltée/Ltd. in Canada, BMO Capital Markets Limited in Europe, Asia and Australia, and BMO Advisors Private Limited in India.

BMO does not provide tax or legal advice. Any discussion of tax matters in these materials (i) is not intended to be used, and cannot be used or relied upon, for the purposes of avoiding any tax penalties and (ii) may have been written in connection with the “promotion or marketing” of the transaction or matter described herein. Accordingly, the recipient should seek advice based on its particular circumstances from an independent tax advisor.