Bank of Montreal (BMO) 6-K Current report (foreign)

Exhibit 99.2

Bank of Montreal		Computershare Trust Company of Canada 8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 Telephone 1-800-340-5021 514-982-7800 Facsimile 1-866-249-7775 416-263-9524 www.computershare.com
	Class of Shares
	Holder Account Number

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Form of Proxy - Annual Meeting of Shareholders of Bank of Montreal to be held on March 31, 2020

  Notes to proxy

1. Every shareholder has the right to appoint some other person of their choice, who need not be a shareholder of Bank of Montreal, to attend and act on their behalf at the meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

2. The form of proxy should be signed in the exact manner as the name appears above. If a corporation is the shareholder, the form of proxy should be signed by its duly authorized officer(s).

3. If the form of proxy is not dated, it will be deemed to bear the date on which it is mailed by Bank of Montreal.

4. The shares represented by this proxy will be voted as directed by the shareholder. In the absence of such directions, shares represented by proxies received by management will be voted FOR the matters listed in items 1 through 4 and AGAINST shareholder proposals no. 1 through 3.

5. The shares represented by this proxy will be voted for or against or withheld from voting in accordance with the instructions in this proxy. If you mark the “Abstain” box, you are directing your proxyholder to abstain from voting on the matter. An abstention will be counted as present for quorum purposes but will not be counted as a vote cast in determining whether the requisite majority of votes cast has approved the proposals. The number of abstentions will be reported distinctively in the voting results.

6. This form of proxy should be read in conjunction with the accompanying Notice of Annual Meeting of Shareholders and Management Proxy Circular.

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•  Complete, sign and date the reverse hereof. •  Return this Proxy in the envelope provided.	•  Complete, sign and date the reverse hereof. •  Forward it by fax to 1-866-249-7775 for calls within Canada and the U.S. There isNO CHARGE for this call. •  Forward it by fax to 416-263-9524 for calls outside Canada and the U.S.	•  Go to the following web site:    www.investorvote.com		•  You can enroll to receive future shareholder communications electronically by visiting www.investorcentre.com and clicking on the “Sign up for eDelivery” image at the bottom of the page.
		•  Smartphone? Scan the QR code to vote now.

If you vote by Fax or the Internet, DO NOT mail back this proxy.

Proxies submitted must be received by 5:00 P.M., Eastern Daylight Time, on March 30, 2020.

THANK YOU

To vote by Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

01K6GB

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Form of Proxy - Bank of Montreal

This Proxy is solicited by and on behalf of the management of Bank of Montreal(the “Bank”). The undersigned shareholder of the Bank hereby appoints J. Robert S. Prichard, Chair of the Board, or failing him, Darryl White, Chief Executive Officer,or instead of eitherof them the undersigned wishes to appoint (insert name in box to the right) the attorney and proxy of the undersigned, with right of substitution, for and in the name and on behalf of the undersigned to attend, vote and act in respect of all matters that may come before theAnnual Meeting of Shareholders to be held on the 31^stday of March, 2020and at any and all adjournments thereof. Subject to the voting restrictions under theBank Act,a shareholder desiring to appoint some other person, who need not be a shareholder, to represent him/her at the meeting may do so by inserting such other person’s name in the boxed area to the right. This proxy confers authority to vote in the proxyholder’s discretion unless otherwise specified and to vote in the proxyholder’s discretion with respect to amendments to matters identified in the accompanying Notice of Annual Meeting of Shareholders and with respect to other matters that may properly come before the meeting. Unless otherwise specified,your shares will be voted by the management of the Bank FORthe matters in items 1 through 4 andAGAINST shareholder proposals 1 through 3.

Directors and management recommend shareholders voteFOR the following matters:

1.  Election of Directors

For

Withhold

For

Withhold

For

Withhold

For

Withhold

Janice M. Babiak

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☐

George A. Cope

☐

☐

Ronald H. Farmer

☐

☐

Eric R. La Flèche

☐

☐

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Sophie Brochu

☐

☐

Christine A. Edwards

☐

☐

David E. Harquail

☐

☐

Lorraine Mitchelmore

☐

☐

Craig W. Broderick

☐

☐

Martin S. Eichenbaum

☐

☐

Linda S. Huber

☐

☐

Darryl White

☐

☐

For

Withhold

2.  Appointment of Shareholders’ Auditors

☐

☐

For

Against

3.  Advisory vote on the Bank’s Approach to Executive Compensation

☐

☐

For

Against

4.  Amendments to the Bank of Montreal Amended and Restated Stock Option Plan

☐

☐

Shareholders’ Proposals    Directors and management recommend Shareholders voteAGAINSTshareholder proposals 1 through 3 below:
	For	Against	Abstain		For	Against	Abstain
Shareholder Proposal No. 1	☐	☐	☐	Shareholder Proposal No. 2	☐	☐	☐
Shareholder Proposal No. 3	☐	☐	☐

The text of the shareholder proposals is contained in the Management Proxy Circular starting on page 52. Fold

Authorized Signature(s) - Sign Here - This sectionmust be completed for your instructions to be executed.

Signature(s)                                                                                    Signing Capacity (if applicable)

Date - Day            Month             Year        

Quarterly Financial Statements Request

If you wish to receive the Bank’s interim financial statements along with the related Management’s Discussion and Analysis by mail, please check the box to the right. You will be required to complete this request on an annual basis. Checking the box to the right does not affect your receipt of the annual report and proxy materials.If you wish to receive these documents electronically, see reverse for enrollment instructions for electronic delivery. ☐

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