Form 8 (OPD) F&C Asset Management PLC

(a) Identity of the party to the offer making the disclosure:

BMO Global Asset Management (Europe) Limited ("BMO Europe")

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient

Bank of Montreal (BMO Europe and Bank of Montreal together or individually as the context requires, "BMO")

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each party to the offer

F&C Asset Management plc ("F&C")

(d) Is the party to the offer making the disclosure the offeror or the offeree?

OFFEROR

(e) Date position held:

24 JANUARY 2014

(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?

NO

Class of relevant security:

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

NIL

NIL

(2) Derivatives (other than options):

NIL

NIL

(3) Options and agreements to purchase/sell:

NIL

NIL

TOTAL:

NIL

NIL

Class of relevant security in relation to which subscription right exists:

N / A

Details, including nature of the rights concerned and relevant percentages:

N / A

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):

BMO has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from those directors of F&C who hold F&C Shares in respect of their entire beneficial holdings, amounting to 1,094,264 F&C Shares representing approximately 0.19 per cent. of the issued ordinary share capital of F&C on 27 January 2014, being the last practicable date prior to this announcement. The irrevocable undertakings given by the directors of F&C named below will remain binding if a higher competing offer for the entire issued and to be issued share capital of F&C is made, but, following the release of BMO's announcement of a firm intention to make an offer under Rule 2.7 of the Code, will cease to be binding if: (a) the Scheme lapses or is withdrawn and no new, revised or replacement Scheme or Offer is announced in accordance with Rule 2.7 of the Code in its place or is announced, in accordance with Rule 2.7 of the Code, at the same time (such new, increased, renewed or revised Scheme or Offer to be on terms which are, in the opinion of Barclays, no less favourable in any material respect to F&C Shareholders than the terms set out in BMO's announcement of a firm intention to make an offer under Rule 2.7 of the Code); or (b) the Scheme Document is not posted to F&C Shareholders within 28 days of the date of BMO's announcement of a firm intention to make an offer under Rule 2.7 of the Code or such longer period as BMO and F&C, with the consent of the Panel, determine.

Directors of F&C

Total number of F&C Shares held and those subject to options and/or awards under the Share Plans

Percentage of fully diluted share capital of F&C

Richard Wilson

588,612

0.10%

David Logan

324,367

0.06%

Kieran Poynter

30,000

0.01%

Charles Porter

100,000

0.02%

Keith Bedell-Pearce

51,285

0.01%

Total

1,094,264

0.19%

BMO has also received an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from Aviva Investors Global Services Limited in respect of 70,389,763 F&C Shares representing approximately 12.11 per cent. of the issued ordinary share capital of F&C on 27 January 2014, being the last practicable date prior to this announcement. Following the release of BMO's announcement of a firm intention to make an offer under Rule 2.7 of the Code, this undertaking will cease to be binding if: (a) the Scheme lapses or is withdrawn without becoming unconditional in all respects; (b) the Scheme Document has not been posted within 28 days of the date of BMO's announcement of a firm intention to make an offer under Rule 2.7 of the Code or such longer period as BMO and F&C may, with the consent of the Panel, determine; (c) Aviva Investors Global Services Limited is required to withdraw its undertaking by any court or competent regulator; (d) there is a material change in the information relating to the Scheme upon which Aviva Investors Global Services Limited based its decision to provide the undertaking and Aviva Investors Global Services Limited reasonably deems it necessary to revoke its undertaking as a result thereof; or (e) a third party announces a firm intention to make an offer under Rule 2.7 of the Code for the whole of the issued share capital of F&C (other than any such shares which at the date of the competing offer are already held by the third party offeror) under which the amount or value of the consideration offered for each F&C Share is not less than 10 per cent. greater than the value per share offered pursuant to the Scheme and BMO has not within 14 days of the time and date of the competing offer announced a revised offer which exceeds the value of the competing offer.

Institutional Shareholders of F&C

Total number of F&C Shares held

Percentage of fully diluted share capital of F&C

Aviva Investors Global Services Limited

70,389,763

12.11%

Total

70,389,763

12.11%

In total, therefore, BMO has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of 71,484,027 F&C Shares representing approximately 12.30 per cent. of the issued ordinary share capital of F&C on 27 January 2014, being the last practicable date prior to this announcement.

Further details of these irrevocable undertakings are set out in Appendix 3 of BMO's announcement of a firm intention to make an offer under Rule 2.7 of the Code, published on 28 January 2014.

Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure:

Concert Party

Total number of F&C Shares held

Percentage of fully diluted share capital of F&C

Barclays Wealth Trustees (Guernsey) Ltd

403,298

0.07%

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

If there are no such agreements, arrangements or understandings, state "none"

None

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

28 JANUARY 2014

LISA RODRIGUEZ

+44 (0) 207 664 8010