CUSIP No.: G31067104
Exhibit 1
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
_______________________________
/s/ 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 HARRIS BANK NATIONAL ASSOCIATION
*____________________________________
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.: G31067104
Exhibit 2
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: Any 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 HARRIS BANK NATIONAL ASSOCIATION
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