Bank of Montreal S&P/TSX Composite Low Volatility Index Fixed Coupon Participation Principal At Risk Notes, Series 3 (CAD), Due October 31, 2022

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1 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., Due October 31, 2022 KEY TERMS Linked to S&P/TSX Composite Low Volatility Index (Price Return Version) 2.70% per Annum Fixed Coupon paid annually 150% Upside Participation at Maturity 10% Contingent Protection at Maturity The Notes offer fixed annual coupon payments and provide investors with the opportunity for an enhanced return while also offering contingent protection against a slight decline in the S&P/TSX Composite Low Volatility Index (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-year term to maturity. Reference Index: The S&P/TSX Composite Low Volatility Index (Price Return Version) is designed to measure the performance of the 50 least volatile stocks within the S&P/TSX Composite Index. Constituents are weighted relative to the inverse of their corresponding volatility, with the least volatile stocks receiving the highest weights. The Reference Index is designed to serve as a benchmark for low volatility or low variance strategies based on the S&P/TSX Composite Index, which is the headline index and the principal broad market measure for the Canadian equity markets.* Fixed Coupon Payments: a Holder will be entitled to receive for each Note an annual fixed coupon payment on each Coupon Payment Date equal to 2.70% per annum regardless of No Fixed Coupon is payable on the Maturity Date. Upside Participation: 150% (or 1.5 times the Index Return) where the Index Return is positive. 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., 90% 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 an early trading charge of up to 4.50% declining to zero over 360 days after the Issue Date and other limitations as described in the Prospectus). Minimum Investment: $2, FundSERV JHN9207 For more information, please contact your Investment Advisor * The return on the Notes, if any, will depend on the price performance of the S&P/TSX Composite Low Volatility Index. The dividend yield of the S&P/TSX Composite Low Volatility Index on September 27, 2016 was 4.05%, representing an aggregate dividend yield of approximately 26.92% 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: October 26, 2016 Issue Date: October 31, 2016 Maturity Date: October 31, 2022 Minimum Investment: $2,

2 Issuer Issuer Rating Issue Price Bank of Montreal (the Bank ). ADDITIONAL OFFERING DETAILS Moody s: Aa3; S&P: A+; DBRS: AA (long term deposits > 1 year). $ per Note (the Principal Amount ). Fixed Coupon Payments Subject to the occurrence of an Extraordinary Event, a Holder will be entitled to receive for each Note an annual fixed coupon payment (a Fixed Coupon ) on each Coupon Payment Date equal to 2.70% per annum regardless of No Fixed Coupon is payable on the Maturity Date. See Description of the Notes Fixed Coupon Payments and Additional Risk Factors Specific to the Notes in the Prospectus. Coupon Payment Dates Period Coupon Payment Date Annual Fixed Coupon Payment 1 October 31, % 2 October 31, % 3 October 31, % 4 November 2, % 5 November 1, % Upside Participation See Coupon Payment Dates in the Prospectus. 150% participation (or 1.5 times the Index Return) where the Index Return is positive. Barrier Level Maturity Payment Contingent Protection Secondary Market Early Trading Charge Calculation Agent Dealers FundSERV Code 90% 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 10% from the Initial Level. Subject to the occurrence of an Extraordinary Event, a Holder will receive repayment of some or all of the Principal Amount at Maturity based on the Closing Level of the Reference Index on the Final Valuation Date. Holders have no right or entitlement to the dividends paid on any of the constituent securities that comprise the Reference Index. The Maturity Payment will be determined as follows: (i) (ii) (iii) If the Index Return is positive on the Final Valuation Date, a Holder will receive a Maturity Payment calculated using the following formula: Principal Amount + (Principal Amount x Index Return x Upside Participation) If the Index Return is zero or negative and the Final Level is equal to or above the Barrier Level on the Final Valuation Date, a Holder will receive a Maturity Payment equal to the Principal Amount. If the Index Return is negative and the Final Level is below the Barrier Level on the Final Valuation Date, a Holder will receive a Maturity Payment that is less than the Principal Amount on the Maturity Date. In this case, 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 Index Return) 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., 90% 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. 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. If a Note is sold within the first 360 days after the Issue Date, the posted Bid Price will be reduced by an Early Trading Charge equal to a percentage of the Subscription Price. An Early Trading Charge of 4.50% will apply if Notes are sold within the 90 days after the Issue Date, 3.30% between days, 2.10% between days, 1.10% between days; and Nil thereafter. The Bid Price quoted in the secondary market will exclude the application of any applicable Early Trading Charge. See Secondary Market Early Trading Charge in the Prospectus for a description of the Early Trading Charge. BMO Capital Markets. See Calculation Agent in the Prospectus. BMO Nesbitt Burns Inc. and Desjardins Securities Inc. JHN

3 HOW DO THE NOTES WORK? The following hypothetical examples demonstrate how the Coupons and Maturity Payment will be calculated and determined under three different scenarios. In each scenario below, it has been assumed that an investor purchased and continues to hold $10, worth of Notes (or 100 Notes). The hypothetical Closing Levels of the Reference Index used in these examples are for illustrative purposes only and should not be construed in any way 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 = Barrier Level = (90.00% of the Initial Level) Example 1: Negative Scenario (Final Level below the Barrier Level) Closing Level on Final Valuation Date = = ( )/ = % = Principal Amount + (Principal Amount x Index Return) = $ ($ x 50.00%) = $50.00 As the Index Return was negative and the Final Level was below the Barrier Level on the Final Valuation Date, a Holder will receive a Maturity Payment equal to the $ Principal Amount reduced by the actual Index Return, a decline of %. As a result, a Holder will receive a Maturity Payment equal to $50.00 per Note, which is lower than the Principal Amount. A Holder would have received a Maturity Payment of $50.00 per Note at Maturity together with Coupons totaling $13.50 per Note over the term of the Notes (or an annualized loss of 7.29%). Example 2: Neutral Scenario (Final Level below Initial Level but above the Barrier Level) Closing Level on Final Valuation Date = = ( )/ = -5.00% = Principal Amount = $ As the Index Return was negative and the Final Level was above the Barrier Level on the Final Valuation Date, a Holder will receive a Maturity Payment equal to the Principal Amount of $ per Note. A Holder would have received a Maturity Payment of $ per Note at Maturity together with Coupons totaling $13.50 per Note over the term of the Notes (or an annualized return of 2.13%). 3

4 Example 3: Positive Scenario (Final Level above Initial Level) Closing Level on Final Valuation Date = = ( )/ = 10.00% = Principal Amount + (Principal Amount x Index Return x Upside Participation) = $ ($ x 10.00% x 150%) = $ As the Index Return was positive on the Final Valuation Date, a Holder will receive a Maturity Payment equal to $ per Note at Maturity together with Coupons totaling $13.50 per Note over the term of the Notes (or an annualized return of 4.27%). The above examples show how the 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. 4

5 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. 124 dated (the Pricing Supplement ). Despite payment of the Fixed Coupons during the term, the repayment of the Principal Amount will depend on the price performance of the Reference Index. Bank of Montreal does not guarantee that Holders will receive an amount equal to their original investment in the Notes at Maturity. The Notes provide contingent protection only, meaning that a Holder could lose some or substantially all of his or her original investment in the Notes if the Final Index Level of the Reference Index is below the Barrier Level on the Final Valuation Date. See 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 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 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). 5