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    SEC Form SC 13G filed by Fortis Inc.

    2/9/24 11:03:32 AM ET
    $FTS
    Electric Utilities: Central
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    SC 13G 1 fts_20824.htm BANK OF MONTREAL fts_20824.htm
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
    SCHEDULE 13G
    Under the Securities Exchange Act of 1934
    Fortis Inc
    (Name of Issuer)
    Common shares, without par value
    (Title of Class of Securities)
    349553107
    (CUSIP Number)
    December 31, 2023
    (Date of Event which Requires Filing of this Statement)
    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
    [X] Rule 13d-1(b)
    [   ] Rule 13d-1(c)
    [   ] Rule 13d-1(d)
    * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
    The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see Instructions).
    CUSIP No.: 349553107
           
    1
    NAME OF REPORTING PERSON
    BANK OF MONTREAL
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) [   ]
    (b) [   ]
    3 SEC USE ONLY
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
    Canada
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5
    SOLE VOTING POWER
    27,334,455
    6
    SHARED VOTING POWER
    7
    SOLE DISPOSITIVE POWER
    27,394,142
    8
    SHARED DISPOSITIVE POWER
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    27,394,142
    10
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    [   ]
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    5.6%
    12
    TYPE OF REPORTING PERSON
    HC
    CUSIP No.: 349553107
           
    1
    NAME OF REPORTING PERSON
    BANK OF MONTREAL HOLDING INC.
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) [   ]
    (b) [   ]
    3 SEC USE ONLY
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
    Canada
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5
    SOLE VOTING POWER
    23,196,996
    6
    SHARED VOTING POWER
    7
    SOLE DISPOSITIVE POWER
    23,254,851
    8
    SHARED DISPOSITIVE POWER
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    23,254,851
    10
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    [   ]
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    4.8%
    12
    TYPE OF REPORTING PERSON
    BK
    CUSIP No.: 349553107
           
    1
    NAME OF REPORTING PERSON
    BMO NESBITT BURNS INC. WEALTH MANAGEMENT
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) [   ]
    (b) [   ]
    3 SEC USE ONLY
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
    Canada
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5
    SOLE VOTING POWER
    20,025,980
    6
    SHARED VOTING POWER
    7
    SOLE DISPOSITIVE POWER
    20,083,835
    8
    SHARED DISPOSITIVE POWER
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    20,083,835
    10
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    [   ]
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    4.1%
    12
    TYPE OF REPORTING PERSON
    BD
    CUSIP No.: 349553107
           
    1
    NAME OF REPORTING PERSON
    BMO NESBITT BURNS SECURITIES LTD.
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) [   ]
    (b) [   ]
    3 SEC USE ONLY
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
    Canada
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5
    SOLE VOTING POWER
    6
    SHARED VOTING POWER
    7
    SOLE DISPOSITIVE POWER
    57,855
    8
    SHARED DISPOSITIVE POWER
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    57,855
    10
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    [   ]
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    0.0%
    12
    TYPE OF REPORTING PERSON
    BD
    CUSIP No.: 349553107
           
    1
    NAME OF REPORTING PERSON
    BMO PRIVATE INVESTMENT COUNSEL INC.
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) [   ]
    (b) [   ]
    3 SEC USE ONLY
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
    Canada
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5
    SOLE VOTING POWER
    12,379,803
    6
    SHARED VOTING POWER
    7
    SOLE DISPOSITIVE POWER
    12,379,803
    8
    SHARED DISPOSITIVE POWER
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    12,379,803
    10
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    [   ]
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    2.5%
    12
    TYPE OF REPORTING PERSON
    IA
    CUSIP No.: 349553107
           
    1
    NAME OF REPORTING PERSON
    BMO ASSET MANAGEMENT INC.
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) [   ]
    (b) [   ]
    3 SEC USE ONLY
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
    Canada
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5
    SOLE VOTING POWER
    10,565,432
    6
    SHARED VOTING POWER
    7
    SOLE DISPOSITIVE POWER
    10,565,432
    8
    SHARED DISPOSITIVE POWER
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    10,565,432
    10
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    [   ]
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    2.2%
    12
    TYPE OF REPORTING PERSON
    IA
    CUSIP No.: 349553107
           
    1
    NAME OF REPORTING PERSON
    BMO NESBITT BURNS INC.
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) [   ]
    (b) [   ]
    3 SEC USE ONLY
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
    Canada
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5
    SOLE VOTING POWER
    3,171,016
    6
    SHARED VOTING POWER
    7
    SOLE DISPOSITIVE POWER
    3,171,016
    8
    SHARED DISPOSITIVE POWER
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    3,171,016
    10
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    [   ]
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    0.6%
    12
    TYPE OF REPORTING PERSON
    BD
    CUSIP No.: 349553107
           
    1
    NAME OF REPORTING PERSON
    BMO FINANCIAL CORP.
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) [   ]
    (b) [   ]
    3 SEC USE ONLY
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
    United States
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5
    SOLE VOTING POWER
    105
    6
    SHARED VOTING POWER
    7
    SOLE DISPOSITIVE POWER
    1,937
    8
    SHARED DISPOSITIVE POWER
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    1,937
    10
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    [   ]
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    0.0%
    12
    TYPE OF REPORTING PERSON
    HC
    CUSIP No.: 349553107
           
    1
    NAME OF REPORTING PERSON
    BMO BANK N.A.
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) [   ]
    (b) [   ]
    3 SEC USE ONLY
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
    United States
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5
    SOLE VOTING POWER
    105
    6
    SHARED VOTING POWER
    7
    SOLE DISPOSITIVE POWER
    105
    8
    SHARED DISPOSITIVE POWER
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    105
    10
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    [   ]
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    0.0%
    12
    TYPE OF REPORTING PERSON
    BK
    CUSIP No.: 349553107
           
    1
    NAME OF REPORTING PERSON
    BMO FAMILY OFFICE, LLC
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) [   ]
    (b) [   ]
    3 SEC USE ONLY
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
    United States
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5
    SOLE VOTING POWER
    6
    SHARED VOTING POWER
    7
    SOLE DISPOSITIVE POWER
    1,832
    8
    SHARED DISPOSITIVE POWER
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    1,832
    10
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    [   ]
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    0.0%
    12
    TYPE OF REPORTING PERSON
    IA
    CUSIP No.: 349553107
           
    1
    NAME OF REPORTING PERSON
    BANK OF MONTREAL EUROPE PUBLIC LIMITED COMPANY
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) [   ]
    (b) [   ]
    3 SEC USE ONLY
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
    Ireland
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5
    SOLE VOTING POWER
    129,139
    6
    SHARED VOTING POWER
    7
    SOLE DISPOSITIVE POWER
    129,139
    8
    SHARED DISPOSITIVE POWER
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    129,139
    10
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    [   ]
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    0.0%
    12
    TYPE OF REPORTING PERSON
    BK
    CUSIP No.: 349553107
           
    1
    NAME OF REPORTING PERSON
    BANK OF MONTREAL, TORONTO BRANCH
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
    2
    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    (a) [   ]
    (b) [   ]
    3 SEC USE ONLY
    4
    CITIZENSHIP OR PLACE OF ORGANIZATION
    Canada
    NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5
    SOLE VOTING POWER
    4,008,215
    6
    SHARED VOTING POWER
    7
    SOLE DISPOSITIVE POWER
    4,008,215
    8
    SHARED DISPOSITIVE POWER
    9
    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    4,008,215
    10
    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    [   ]
    11
    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    0.8%
    12
    TYPE OF REPORTING PERSON
    HC
    CUSIP No.: 349553107
    ITEM 1(a). NAME OF ISSUER:
    Fortis Inc
    ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
    5 Springdale Street, Suite 1100 P.O. Box 8837, St. John's, CA-NL, A1B 3T2, Canada
    ITEM 2(a). NAME OF PERSON FILING:
    BANK OF MONTREAL
    BANK OF MONTREAL HOLDING INC.
    BMO NESBITT BURNS INC. WEALTH MANAGEMENT
    BMO NESBITT BURNS SECURITIES LTD.
    BMO PRIVATE INVESTMENT COUNSEL INC.
    BMO ASSET MANAGEMENT INC.
    BMO NESBITT BURNS INC.
    BMO FINANCIAL CORP.
    BMO BANK N.A.
    BMO FAMILY OFFICE, LLC
    BANK OF MONTREAL EUROPE PUBLIC LIMITED COMPANY
    BANK OF MONTREAL, TORONTO BRANCH
    ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
    100 King Street West, 21st Floor, Toronto, Ontario, M5X 1A1, Canada
    ITEM 2(c). CITIZENSHIP:
    Canada
    Canada
    Canada
    Canada
    Canada
    Canada
    Canada
    United States
    United States
    United States
    Ireland
    Canada
    ITEM 2(d). TITLE OF CLASS OF SECURITIES:
    Common shares, without par value
    ITEM 2(e). CUSIP NUMBER:
    349553107
    ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:
    (a)
    [X]
    Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);
    (b)
    [X]
    Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
    (c)
    [ ]
    Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
    (d)
    [ ]
    Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
    (e)
    [X]
    An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
    (f)
    [ ]
    An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
    (g)
    [X]
    A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
    (h)
    [ ]
    A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
    (i)
    [ ]
    A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
    (j)
    [ ]
    A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
    (k)
    [ ]
    Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:
    ITEM 4. OWNERSHIP
    (a) Amount beneficially owned:
    27,394,142
    (b) Percent of class:
    5.6%
    (c) Number of shares as to which the person has:
    (i) sole power to vote or to direct the vote:
    27,334,455~23,196,996~20,025,980~12,379,803~10,565,432~3,171,016~105~105~129,139~4,008,215
    (ii) shared power to vote or to direct the vote:
    (iii) sole power to dispose or direct the disposition of:
    BANK OF MONTREAL - 27,394,142
    BANK OF MONTREAL HOLDING INC. - 23,254,851
    BMO NESBITT BURNS INC. WEALTH MANAGEMENT - 20,083,835
    BMO NESBITT BURNS SECURITIES LTD. - 57,855
    BMO PRIVATE INVESTMENT COUNSEL INC. - 12,379,803
    BMO ASSET MANAGEMENT INC. - 10,565,432
    BMO NESBITT BURNS INC. - 3,171,016
    BMO FINANCIAL CORP. - 1,937
    BMO BANK N.A. - 105
    BMO FAMILY OFFICE, LLC - 1,832
    BANK OF MONTREAL EUROPE PUBLIC LIMITED COMPANY - 129,139
    BANK OF MONTREAL, TORONTO BRANCH - 4,008,215
    (iv) shared power to dispose or to direct the disposition of:
    ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
    ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
    Not Applicable
    ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
    Not Applicable
    ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
    Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any securities of the issuer.
    ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
    Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any securities of the issuer.
    ITEM 10. CERTIFICATION:
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
    CUSIP No.: 349553107
    SIGNATURE
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
    February 08 2024
    BANK OF MONTREAL
    By:
    /s/ Eric Moss
    Name:
    Eric Moss
    Title:
    SVP, DGC, Chief Compliance Officer
    Attention — Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
    CUSIP No.: 349553107
    Joint Filing Agreement


    In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned entities, as applicable, pursuant to a duly executed power of attorney, hereby agrees to this and any future joint filing of Schedule 13G (including any and all amendments thereto) to be made on their behalf and further agrees to the filing of this Agreement as an Exhibit to such filing(s). In addition, each party to this Agreement consents to the filing of this and any future Schedule 13G (including any and all amendments to such filings) by Bank of Montreal.

    This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

    IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 11th day of February, 2022.


    BANK OF MONTREAL


    _______________________________
    Eric Moss
    Senior Vice President, Deputy General
    Counsel & Chief Compliance Officer



    BANK OF MONTREAL EUROPE PUBLIC LIMITED COMPANY

    *____________________________________
    BMO ASSET MANAGEMENT CORP.


    *____________________________________


    BMO ASSET MANAGEMENT INC.

    *____________________________________
    BMO CAPITAL MARKETS CORP.

    *____________________________________


    BMO CAPITAL MARKETS LIMITED


    *____________________________________

    BMO DELAWARE TRUST COMPANY


    *____________________________________
    BMO DIRECT INVEST INC.


    *____________________________________ BMO FAMILY OFFICE, LLC


    *____________________________________



    BMO FINANCIAL CORP.


    *____________________________________

    BMO BANK N.A.

    *____________________________________


    BMO INVESTMENTS INC.


    *____________________________________


    BMO INVESTORLINE INC.


    *____________________________________


    BMO NESBITT BURNS INC.


    *___________________________________

    BMO NESBITT BURNS SECURITIES LTD.


    *____________________________________

    BMO PRIVATE EQUITY (CANADA) INC.


    *___________________________________
    BMO PRIVATE EQUITY (U.S.) INC.


    *___________________________________


    BMO PRIVATE INVESTMENT COUNSEL INC.

    *____________________________________
    BMO TRUST COMPANY


    *____________________________________


    CLEARPOOL EXECUTION SERVICES, LLC


    *____________________________________
    STOKER OSTLER WEALTH ADVISORS, INC.


    *____________________________________





    *Pursuant to Power of Attorney filed herewith.
    CUSIP No.: 349553107
    POWER OF ATTORNEY

    For executing Schedules 13G and 13D, 13G/D Joint Filing Agreement and Form 13F

    Each of the undersigned entities represents that the individuals signing on behalf of the entity is duly authorized to do so, and hereby constitutes and appoints Eric Moss, Senior Vice-President, Deputy General Counsel and Chief Compliance Officer of Bank of Montreal, Lino Cambone, Vice-President, Deputy General Counsel, Wealth Management & Assistant Corporate Secretary of Bank of Montreal, and George Walz, Senior Vice-President, U.S. Chief Compliance Officer, Bank of Montreal, his or her true and lawful attorneys-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to:

    (1) complete and execute for and on behalf of the undersigned filings on Schedules 13G and 13D in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the Act) and the rules and regulations promulgated thereunder, or any successor laws and regulations;

    (2) complete and execute for and on behalf of the undersigned a joint filing agreement to provide for the joint filing on Schedules 13G or 13D in accordance with Section 13(d) of the Act and the rules and regulations promulgated thereunder, or any successor laws and regulations;

    (3) complete and execute for and on behalf of the undersigned filings on Form 13F as required by Section 13(f) of the Act and the rules and regulations promulgated thereunder, or any successor laws and regulations;

    (4) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete the execution of any such Schedules 13G and 13D, joint filing agreement and Forms 13F and the timely filing of such forms and agreements with the United States Securities and Exchange Commission and any other authority; and

    (5) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to the Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in his or her discretion.

    Each of the undersigned entities grants to said attorneys-in-fact and agent full power and authority to do and perform each and every act necessary to be done in order to effectuate the same as fully, to all intents and purposes, as it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. The undersigned entities acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigneds responsibilities to comply with Section 13(d) of the Act and the rules and regulations promulgated thereunder.

    This Power of Attorney shall remain in effect until the undersigned entity is no longer required to file Schedules 13G, 13D or Form 13F, unless earlier revoked by a duly authorized officer of the undersigned entity in writing and delivered to the foregoing attorneys-in-fact.

    This Power of Attorney Signature Page may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. A facsimile or portable document format (.pdf) copy, or an electronic copy by way of reliable electronic signature technology, of the signature of a party to this Power of Attorney on any such counterpart shall be fully effective as in an original signature.

    IN WITNESS WHEREOF, the undersigned duly authorized individuals have caused this Power of Attorney to be executed as of February 11, 2022, on behalf of the respective entities.
    Signatures on following pages.


    BANK OF MONTREAL EUROPE PUBLIC LIMITED COMPANY


    By: /s/ Jane Anne Negi______________
    Name: Jane Anne Negi
    Title: Chief Executive Officer


    By: /s/ Noel Reynolds_______________
    Name: Noel Reynolds
    Title: Chief Finance Officer


    BMO ASSET MANAGEMENT INC.

    By: /s/ Ross Kappele ______________
    Name: Ross Kappele
    Title: Head


    By: /s/ Kevin Gopaul _____________
    Name: Kevin Gopaul
    Title: Head of Exchange Traded Funds

    BMO ASSET MANAGEMENT CORP.



    By: /s/ Steven J. Arquilla___________
    Name: Steven J. Arquilla
    Title: Head, U.S. Global Asset Management Governance

    By: /s/ Pete Andrews_______________
    Name: Pete Andrews
    Title: Head of Operations


    BMO CAPITAL MARKETS CORP.


    By: /s/ Brad Rothbaum_____________
    Name: Brad Rothbaum
    Title: Chief Operating Officer

    BMO CAPITAL MARKETS LIMITED


    By: /s/ William Smith_____________
    Name: William Smith
    Title: Chief Executive Officer

    By: /s/ Paula Young______________
    Name: Paula Young
    Title: Company Secretary



    BMO DIRECT INVEST INC.


    By: /s/ Karen Messnick___________
    Name: Karen Messnick
    Title: Operations Manager

    BMO DELAWARE TRUST COMPANY


    By: /s/ Amy Griman___________________
    Name: Amy Griman
    Title: Chief Executive Officer







    BMO FAMILY OFFICE, LLC


    By: /s/ Rob Gray _____________________
    Name: Robert Gray
    Title: Chief Operating Officer





    BMO FINANCIAL CORP.


    By: /s/ Darrel Hackett _____________
    Name: Darrel Hackett
    Title: Executive Vice President, and
    Head, U.S. Wealth Management


    By: /s/ Michelle Magnaye __________
    Name: Michelle Magnaye
    Title: Assistant Corporate Secretary



    BMO BANK N.A.

    By: /s/ Darrel Hackett _______________
    Name: Darrel Hackett
    Title: Executive Vice President, and Head,
    U.S. Wealth Management





    BMO INVESTMENTS INC.


    By: /s/ Ross Kappele _______________
    Name: Ross Kappele
    Title: Head


    By: /s/ Kevin Gopaul _______________
    Name: Kevin Gopaul
    Title: Head of Exchange Traded Funds
    BMO INVESTORLINE INC.


    By: /s/ Deland Kamanga ___________
    Name: Deland Kamanga
    Title: Director


    By: /s/ Juron Grant-Kinnear___________
    Name: Juron Grant-Kinnear
    Title: Corporate Secretary

    BMO NESBITT BURNS INC.


    By: /s/ Deland Kamanga_____________
    Name: Deland Kamanga
    Title: Director


    By: /s/ Juron Grant-Kinnear__________
    Name: Juron Grant-Kinnear
    Title: Assistant Corporate Secretary

    BMO NESBITT BURNS SECURITIES LTD.


    By: /s/ Dave Persaud________________
    Name: Devanand (Dave) Persaud
    Title: Director


    By: /s/ Victoria Robinson ____________
    Name: Victoria Robinson
    Title: Corporate Secretary

    BMO PRIVATE EQUITY (CANADA) INC.


    By: /s/ Serkan Eskinazi_______________
    Name: Serkan Eskinazi
    Title: President


    By: /s/ Victoria Robinson_____________
    Name: Victoria Robinson
    Title: Corporate Secretary
    BMO PRIVATE EQUITY (U.S.), INC.


    By: /s/ _Scott Rubenstein______________
    Name: Scott Rubenstein
    Title: Managing Director



    BMO PRIVATE INVESTMENT COUNSEL INC.


    By: /s/ Gilles Ouellette ____________
    Name: Gilles Ouellette
    Title: Director


    By: /s/ Juron Grant-Kinnear__________
    Name: Juron Grant-Kinnear
    Title: Corporate Secretary


    CLEARPOOL EXECUTION SERVICES,
    LLC


    By: /s/ Brad Rothbaum_______________
    Name: Brad Rothbaum
    Title: Chief Operating Officer





    BMO TRUST COMPANY



    By: /s/ Elizabeth Dorsch__________
    Name: Elizabeth Dorsch
    Title: Chief Executive Officer


    By: /s/ Bruce Ferman ____________
    Name: Bruce Ferman
    Title: Director


    STOKER OSTLER WEALTH ADVISORS, INC.


    By: /s/ Michelle L. Decker ________
    Name: Michelle L. Decker
    Title: Chief Operating Officer
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