BMO’s management is responsible for presentation and preparation of the annual consolidated financial statements, Management’s Discussion and Analysis (“MD&A”) and all other information in the Annual Report. The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles and the requirements of the Securities and Exchange Commission (“SEC”) in the United States, as applicable. The financial statements also comply with the provisions of the Bank Act and related regula- tions, including the accounting requirements of the Superintendent of Financial Institutions Canada. The MD&A has been prepared in accordance with the require- ments of securities regulators including National Instrument 44-101 of the Canadian Securities Administrators as well as Item 303 of Regulation S-K of the Securities Exchange Act, and their related published requirements. The consolidated financial statements and information in the MD&A necessarily include amounts based on informed judgements and estimates of the expected effects of current events and trans- actions with appropriate consideration to materiality. In addition, in preparing the financial information we must interpret the require- ments described above, make determinations as to the relevancy of information to be included, and make estimates and assumptions that affect reported information. The MD&A also includes information regarding the estimated impact of current transactions and events, sources of liquidity and capital resources, operating trends, risks and uncertainties. Actual results in the future may differ materially from our present assessment of this information because future events and circumstances may not occur as expected. The financial information presented elsewhere in the Annual  Report is consistent with that in the consolidated financial statements. In meeting our responsibility for the reliability of financial information, we maintain and rely on a comprehensive system of internal control and internal audit, including organizational and procedural controls and internal accounting controls. Our system of internal control includes written communication of our policies and procedures governing corporate conduct and risk management; comprehensive business planning; effective segregation of duties; delegation of authority and personal accountability; careful selection and training of personnel; and sound and conservative accounting policies which we regularly update. This structure ensures appro- priate internal control over transactions, assets and records. We also regularly audit internal controls. These controls and audits are designed to provide us with reasonable assurance that the financial records are reliable for preparing financial statements and other financial information, assets are safeguarded against unauthorized use or disposition, liabilities are recognized, and we are in compli- ance with all regulatory requirements.  We, as Bank of Montreal’s Chief Executive Officer and Chief Financial Officer, will be certifying Bank of Montreal’s annual dis- closure document filed with the SEC (Form 40-F) as required by the new United States Sarbanes-Oxley Act.  In order to provide their opinion on our consolidated financial statements, the Shareholders’ Auditors review our system of inter- nal control and conduct their work to the extent that they consider appropriate. The Board of Directors is responsible for reviewing and approving the financial information contained in the Annual Report, including the MD&A, and overseeing management’s responsibilities for the presentation and preparation of financial information, maintenance of appropriate internal controls, management and control of major risk areas and assessment of significant and related party trans- actions. The Board delegates these responsibilities to its Audit and Conduct Review Committees, comprised of non-management direc- tors, and to its Risk Review Committee. The Shareholders’ Auditors and the Bank’s Chief Auditor have full and free access to the Board of Directors and its committees to discuss audit, financial reporting and related matters. Canada November 26, 2002 WARS N -~ Karen Maidment Executive Vice-Presid ent and Chief Financial O fficer F. Anthony Comper Chairman and  Chief Executive Officer SHAREHOLDERS’ AUDITORS’ REPORT To the Shareholders of Bank of Montreal We have audited the consolidated balance sheets of Bank of Montreal as at October 31, 2002 and 2001 and the related consolidated state- ments of income, changes in shareholders’ equity and cash flow for each of the years in the three-year period ended October 31, 2002. These financial statements are the responsibility of the Bank’s man- agement. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Bank as at October 31, 2002 and 2001 and the results of its operations and its cash flow for each of the years in the three-year period ended October 31, 2002 in accordance with Canadian generally accepted accounting principles including the accounting requirements of the Superintendent of Financial Institutions Canada. Canada November 26, 2002 BMO FINANCIAL GROUP ANNUAL REPORT 2002 67 Yrunnterhrunterpev LLP KPNS LE je PricewaterhouseCoopers LLP Chartered Accountan ts KPMG LLP Chartered Accountants STATEMENT OF MANAGE MENT ’S RESPONSIBILITY  FOR FINANCIAL INFORMATI ON