Obligation Canadá 2.625% ( US135087J706 ) en USD

Canadá

100 % ▼

Canada

US135087J706 ( en USD )

2.625% par an ( paiement semestriel )

25/01/2022 - Obligation échue

Prospectus brochure de l'obligation Canada US135087J706 en USD 2.625%, échue

5 000 USD

3 000 000 000 USD

135087J70

Le Canada est un pays nord-américain vaste et diversifié, connu pour ses paysages variés, son système politique fédéral, sa culture multiculturelle et ses ressources naturelles abondantes.

L'Obligation émise par Canadá ( Canada ) , en USD, avec le code ISIN US135087J706, paye un coupon de 2.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/01/2022

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424B2 1 d666782d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-222149

Prospe c t us Supple m e nt
(To Prospectus dated January 26, 2018)
U .S. $ 3 ,0 0 0 ,0 0 0 ,0 0 0

Canada
2 .6 2 5 % U nit e d St a t e s Dolla r Bonds due J a nua ry 2 5 , 2 0 2 2

Canada will pay interest on the bonds semi-annually in arrears on January 25 and July 25 of each year, commencing July 25, 2019. Interest
will accrue from January 25, 2019. Canada cannot redeem the bonds prior to maturity unless certain events occur involving Canadian taxation as
further described in "Description of Bonds -- Maturity, Redemption and Purchases". The bonds will mature on January 25, 2022.
The bonds will constitute direct unconditional obligations of Canada. The payment of the principal of and interest on the bonds will
constitute a charge on and be payable out of the Consolidated Revenue Fund of Canada.
The bonds will contain collective action clauses with provisions regarding future modifications to their terms. Under those provisions, which
are described beginning on page S-8 of this prospectus supplement, modifications affecting the reserved matters listed in the bonds, including
modifications to payment and other important terms of the bonds, may be made with the consent of the holders of 75% of the aggregate principal
amount of bonds then outstanding.
Application has been made for the bonds offered by this prospectus supplement to be admitted to the Official List of the Luxembourg Stock
Exchange and for such bonds to be admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange. Unless the context otherwise
requires, references in this prospectus supplement to the bonds being "listed" shall mean that the bonds have been admitted to trading on the Euro
MTF Market and have been admitted to the Official List of the Luxembourg Stock Exchange. The Euro MTF Market of the Luxembourg Stock
Exchange is not a regulated market for purposes of the Markets in Financial Instruments Directive 2014/65/EU ("MiFID II"). The Underwriters
will purchase all of the bonds if any are purchased.

Per Bond

Total

Public offering price(1)

99.977%
U.S. $2,999,310,000
Underwriting discount

0.100%
U.S. $
3,000,000
Proceeds, before expenses, to Canada(1)

99.877%
U.S. $2,996,310,000

(1)
Plus accrued interest from January 25, 2019, if settlement occurs after such date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.
This prospectus supplement is not an approved prospectus pursuant to Directive 2003/71/EC, as amended or superseded (the "Prospectus
Directive"). In the European Economic Area (the "EEA"), the bonds may only be offered to qualified investors (as defined in the Prospectus
Directive).
We expect that the bonds will be ready for delivery in book-entry form only through The Depository Trust Company, CDS Clearing and
Depository Services Inc., Clearstream, Luxembourg or Euroclear, as the case may be, on or about January 25, 2019.

BMO Capital Markets
BofA Merrill Lynch
Citigroup
National Bank of
RBC Capital Markets
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Canada Financial

Markets

BNP Paribas
Casgrain
CIBC Capital Markets
Desjardins Capital Markets
Goldman Sachs

International
HSBC
J.P. Morgan
Laurentian Bank Securities
Scotiabank
TD Securities
Wells Fargo

Securities

The date of this prospectus supplement is January 17, 2019.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Summary of the Offering
S-4
Description of Bonds
S-6
Clearing and Settlement
S-12
Tax Matters
S-15
Underwriting
S-17
Legal Opinions
S-20
General Information
S-20
Prospectus

About this Prospectus

3
Where You Can Find More Information

3
Jurisdiction and Consent to Service

4
Use of Proceeds

4
Description of the Debt Securities

4
Tax Matters

6
Plan of Distribution

10
Authorized Agent

11
Public Official Documents

11

This prospectus supplement should be read together with the prospectus dated January 26, 2018 (the "prospectus") of Canada which contains,
or incorporates by reference, information regarding Canada and other matters, including a description of certain terms of Canada's securities.
Neither Canada nor the Underwriters (as defined herein) have authorized any other person to provide you with information other than that
contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We take no responsibility for, and can
provide no assurance as to the reliability of, any other information that others may give you. Neither Canada nor the Underwriters are making an
offer to sell these bonds in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this
prospectus supplement and the accompanying prospectus, as well as the information previously filed by Canada with the U.S. Securities and
Exchange Commission (the "SEC") and incorporated by reference in the accompanying prospectus, is accurate only as of the date of such
documents. That portion of the bonds being offered by this prospectus supplement and the accompanying prospectus to be sold in the United States
or in circumstances where registration of the bonds is required has been registered under registration statement no. 333-222149 which Canada has
filed with the SEC. Further information regarding Canada and the bonds may be found in registration statement no. 333-222149.

Canada files reports and other information with the SEC in the United States. Canada's SEC filings are available to the public from the
SEC's website at www.sec.gov.

The distribution of this prospectus supplement and the accompanying prospectus and the offering of the bonds in certain jurisdictions may be
restricted by law. In particular, in the case of offers in the EEA, the bonds may not be offered or sold, directly or indirectly, except in
circumstances that will result in compliance with the Prospectus Directive and any other applicable laws and

S-2
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Table of Contents
regulations. Persons in whose possession this prospectus supplement and the accompanying prospectus come should inform themselves about and
observe any such restrictions. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection
with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such
offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. See "Underwriting".
This prospectus supplement has been prepared on the basis that all offers of bonds in any Member State of the EEA which has implemented
the Prospective Directive (each a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as
implemented in that Relevant Member State, from the requirement to produce and publish a prospectus for offers of the bonds. Accordingly, any
person making or intending to make any offer in that Relevant Member State of the bonds which are the subject of the placement referred to in this
prospectus supplement may only do so in circumstances in which no obligation arises for Canada or the Underwriters to produce and publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospective Directive, in
relation to such offer. Neither Canada nor the Underwriters have authorized, nor do they authorize, the making of any offer of the bonds in
circumstances in which an obligation arises for Canada or the Underwriters to publish a prospectus or supplement a prospectus for such offer.
Canada has not authorized and does not authorize the making of any offer of the bonds through any financial intermediary, other than offers made
by the Underwriters resulting in sales constituting the final placement of the bonds contemplated in this prospectus supplement.
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the bonds has led to the
conclusion that: (i) the target market for the bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all
channels for distribution of the bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling
or recommending the bonds (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the bonds (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.
NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT (CHAPTER 289) OF SINGAPORE
The bonds are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and
Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment Products).
References in this prospectus supplement to "U.S. $" and "United States dollars" are to the lawful money of the United States of America
and all references to the "European Economic Area" or "EEA" are to the Member States of the European Union together with Iceland, Norway and
Liechtenstein.
In this prospectus supplement, unless otherwise indicated, dollar amounts are expressed in United States dollars. On January 17, 2019 the
daily average rate of the Bank of Canada for conversion of United States dollars ("U.S. $") to Canadian dollars ("Cdn.$") was U.S. $1.00 =
Cdn.$1.3294.

S-3
Table of Contents
SUMMARY OF THE OFFERING
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing
elsewhere in this prospectus supplement and the accompanying prospectus.

Issuer
Her Majesty in right of Canada ("Canada"), c/o Director, Reserves Management Section, Department
of Finance, 13th Floor, 90 Elgin Street, Ottawa, Ontario, Canada K1A 0G5 (Phone: (613)
369-4027).
Securities Offered
U.S. $3,000,000,000 principal amount of 2.625% United States Dollar Bonds due January 25, 2022.
Interest Payment Dates
January 25 and July 25 of each year, commencing July 25, 2019.
Redemption
We may not redeem the bonds prior to maturity, unless certain events occur involving Canadian
taxation. See "Description of Bonds -- Maturity, Redemption and Purchases".
Markets
We will offer the bonds for sale in the United States, Canada, Europe and Asia. See "Underwriting".
Listing
Application has been made to list (as defined on the cover page of this prospectus supplement) the
bonds on the Euro MTF Market of the Luxembourg Stock Exchange in accordance with the rules of
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the Luxembourg Stock Exchange. The Euro MTF Market of the Luxembourg Stock Exchange is not
a regulated market for purposes of MiFID II. In certain circumstances, we may cease to maintain
such listing and agree to use our reasonable efforts to obtain an alternative listing. See "General
Information -- No Obligation to Maintain Listing".
Status
The bonds will constitute direct unconditional obligations of Canada. The payment of principal of
and interest on the bonds will constitute a charge on and be payable out of the Consolidated Revenue
Fund of Canada.
Form and Settlement
We will issue the bonds in the form of one or more fully registered global bonds registered in the
name of Cede & Co., as nominee of The Depository Trust Company ("DTC") and will record the
global bonds in a register held by Citibank, N.A., as Registrar. You may hold a beneficial interest in
a global bond through DTC, CDS Clearing and Depository Services Inc. ("CDS"), Clearstream, S.A.
("Clearstream, Luxembourg") or Euroclear Bank SA/NV ("Euroclear") directly as a participant in
one of those systems or indirectly through organizations which are participants in any of those
systems.
As an owner of a beneficial interest in a global bond, you will generally not be entitled to have
bonds registered in your name, will not be entitled to receive certificates in your name evidencing
the bonds and will not be considered the holder of any bonds under the Fiscal Agency Agreement
(as defined below).
We will issue the bonds only in denominations of U.S. $5,000 and integral multiples of U.S. $5,000.
Withholding Tax
We will make payments of principal and interest in respect of the bonds without withholding or
deducting for Canadian withholding tax as set forth in "Tax Matters -- Canadian Federal Income
Tax Consequences" and in "Description of Bonds -- Payment of Additional Amounts" in the
accompanying prospectus.

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Collective Action Clauses
The bonds will contain provisions regarding voting on amendments, modifications and waivers.
These provisions are commonly referred to as collective action clauses and are described more fully
in "Description of Bonds -- Modification." Under these provisions, we may amend certain key
terms of the bonds, including the maturity date, interest rate and other payment terms, with the
consent of the holders of 75% of the aggregate principal amount of bonds then outstanding.

S-5
Table of Contents
DESCRIPTION OF BONDS
General
The 2.625% United States Dollar Bonds due January 25, 2022 in the initial aggregate principal amount of U.S. $3,000,000,000 will be issued
subject to a fiscal and paying agency agreement to be dated as of January 25, 2019 (the "Fiscal Agency Agreement") between Canada and the
Citibank, N.A., as fiscal agent, transfer agent, registrar and principal paying agent (the "Registrar").
The terms and conditions of the bonds are summarized below and are subject to the detailed provisions of the Fiscal Agency Agreement and
the exhibits thereto, including the form of the global bonds, a copy of which will be incorporated by reference as an exhibit to registration
statement no. 333-222149. The bonds and the Fiscal Agency Agreement together constitute a contract, all of the terms and conditions of which the
registered holder, by acceptance of the bonds, assents to and is deemed to have notice of. Additional terms of the bonds are described in the
accompanying prospectus under the heading "Description of Bonds".
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References to principal and interest in respect of the bonds shall be deemed also to refer to any Additional Amounts which may be payable.
See "Description of Bonds -- Payment of Additional Amounts" in the accompanying prospectus.
Status of the Bonds
The bonds will constitute direct unconditional obligations of Canada and as such will carry the full faith and credit of Canada. Payments of
the principal of and interest on the bonds will constitute a charge on and be payable out of the Consolidated Revenue Fund of Canada. The
obligations of Canada under the bonds rank equally with all of Canada's other unsecured and unsubordinated indebtedness and obligations from
time to time outstanding.
Form, Denomination and Registration
The bonds will be issued in the form of one or more fully registered global bonds registered in the name of Cede & Co., as nominee of DTC.
Beneficial interests in the global bonds will be represented through book-entry accounts of financial institutions acting on behalf of beneficial
owners as direct and indirect participants in DTC. Investors may elect to hold interests in the global bonds directly through any of DTC (in the
United States), CDS (in Canada) or Clearstream, Luxembourg or Euroclear (in Europe) if they are participants in such systems, or indirectly
through organizations which are participants in such systems. CDS will hold interests on behalf of its participants directly through its account at
DTC and Clearstream, Luxembourg and Euroclear will hold interests on behalf of their participants through customers' securities accounts in their
respective names on the books of their respective depositaries (the "U.S. Depositaries"), which in turn will hold such interests in customers'
securities accounts in the names of the U.S. Depositaries on the books of DTC. Except in the limited circumstances described herein, owners of
beneficial interests in the global bonds will not be entitled to have bonds registered in their names, will not receive or be entitled to receive
physical delivery of bonds in definitive form and will not be considered owners or holders thereof under the Fiscal Agency Agreement. See "Title"
and "Definitive Certificates".
Bonds will only be sold in minimum denominations of U.S. $5,000 and integral multiples of U.S. $5,000.
All bonds will be recorded in a register maintained by the Registrar, and will be registered in the name of Cede & Co., for the benefit of
owners of beneficial interests in the global bonds, including participants in DTC, CDS, Clearstream, Luxembourg and Euroclear.
The Registrar will be responsible for (i) maintaining a record of the aggregate holdings of the global bonds of Cede & Co.; (ii) ensuring that
payments of principal and interest in respect of the global bonds received by the Registrar from Canada are duly credited to Cede & Co.; and
(iii) transmitting to Canada any notices from the registered holders of bonds.

S-6
Table of Contents
The Registrar will not impose any fees in respect of the bonds, other than reasonable fees for the replacement of lost, stolen, mutilated or
destroyed bonds. However, owners of beneficial interests in the global bonds may incur fees payable in respect of the maintenance and operation of
the book-entry accounts in which such interests are held with the clearing systems and will be required to pay a sum sufficient to cover any stamp
or other tax or governmental charges payable on any transfer or exchange of the bonds.
Title
Subject to applicable law and the terms of the Fiscal Agency Agreement, Canada and the Registrar will treat the persons in whose name a
global bond is registered, initially Cede & Co., as nominee for DTC, as the owner of such global bond for the purpose of receiving payments of
principal and interest on the bonds and for all other purposes whatsoever, except in respect of the payment of Additional Amounts. Therefore,
neither Canada nor the Registrar has any direct responsibility or liability for the payment of principal or interest on the bonds to owners of
beneficial interests in a global bond.
Interest
The bonds will bear interest from January 25, 2019 at a rate of 2.625% per annum. Interest on the bonds will be payable in two equal semi-
annual installments in arrears on January 25 and July 25 of each year, commencing July 25, 2019. Interest will be payable to the persons in whose
names the bonds are registered at the close of business on January 10 or July 10 (the regular record dates), as the case may be, preceding the
applicable interest payment date. Interest on the bonds will cease to accrue on the date fixed for redemption or repayment unless payment of
principal is improperly withheld or refused. Any overdue principal or interest on the bonds shall bear interest at the rate of 2.625% per annum
(before as well as after judgment) until paid, or if earlier, when the full amount of the moneys payable has been received by the Registrar and notice
to that effect has been given in accordance with "Notices" below.
Whenever it is necessary to compute any amount of accrued interest in respect of the bonds for a period of less than one full year, other than
with respect to regular semi-annual interest payments, such interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day
months.
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Payments
Principal of and interest on the bonds (including bonds in definitive form issued in exchange for the global bond as described under
"Definitive Certificates") are payable by Canada in United States dollars to the persons in whose names the bonds are registered at the close of
business on the record date preceding the relevant interest payment date or at maturity, as the case may be. The Registrar will act as Canada's
principal paying agent for the bonds pursuant to the Fiscal Agency Agreement. In the event definitive bonds are issued, Canada will appoint and
maintain a transfer and paying agent in Luxembourg as further described under "Definitive Certificates". Ownership positions within each clearing
system will be determined in accordance with the normal conventions observed by such system. Neither Canada nor the Registrar will have any
responsibility or liability for any aspect of the records of DTC, CDS, Clearstream, Luxembourg or Euroclear relating to or payments made by such
clearing systems on account of beneficial interests in a global bond or for maintaining, supervising or reviewing any records of such clearing
systems relating to such beneficial interests.
If any date for payment in respect of any bond is not a business day, the holder thereof shall not be entitled to payment until the next
following business day, and no further interest shall be paid in respect of the delay in such payment. In this paragraph "business day" means any
day which is not a Saturday, Sunday or a legal holiday or a day on which banking institutions in the City of New York, the City of London,
England, the City of Toronto or at the applicable place of payment are authorized or obligated by law or executive order to close.
All funds paid to the Registrar or any paying agent for payment of principal or interest and any Additional Amounts shall be held in trust for
the registered holders of bonds. Any such moneys remaining unclaimed at the end of two years after the date on which such principal, interest or
Additional Amounts shall have become due and payable shall be repaid to Canada, as provided and in the manner set forth in the bonds.

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Further Issues
Canada may from time to time, without notice to or the consent of the registered holders of the bonds, create and issue further bonds having
terms and conditions the same as, and ranking equally with the bonds being issued pursuant to this prospectus supplement in all respects (or in all
respects except for the payment of interest accruing prior to the issue date of such further bonds or except for the first payment of interest following
the issue date of such further bonds) so that such further bonds shall be consolidated and form a single series with the bonds. Any further bonds
shall be issued subject to an agreement supplemental to the Fiscal Agency Agreement.
Maturity, Redemption and Purchases
The principal amount of the bonds shall be due and payable on January 25, 2022. The bonds are not subject to any sinking fund, are not
redeemable at the option of Canada prior to maturity unless certain events occur involving Canadian taxation as provided below and are not
repayable at the option of the holder prior to maturity.
The bonds may be redeemed at the option of Canada in whole, but not in part, at any time, on giving not less than 10 days' and not more
than 60 days' notice to registered holders of bonds in accordance with "Notices" below (which notice shall be irrevocable), at 100% of the
principal amount thereof, together with interest accrued thereon to the date fixed for redemption, if (a) Canada has or will become obliged to pay
Additional Amounts as provided in the accompanying prospectus under the caption "Description of Bonds -- Payment of Additional Amounts" as
a result of any change in, or amendment to, the laws or regulations of Canada, or any province or political subdivision thereof, or any authority
thereof or agency therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change
or amendment becomes effective on or after the date of this prospectus supplement, and (b) such obligation cannot be avoided by Canada taking
reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on
which Canada would be obliged to pay such Additional Amounts were a payment in respect of the bonds then due. Prior to the delivery of any
notice of redemption pursuant to this paragraph, Canada shall deliver to the Registrar a certificate signed by an officer of Canada stating that
Canada is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of Canada so to
redeem have occurred.
Canada may, if not in default under the bonds, at any time purchase bonds in the open market, or by tender or by private contract at any price
and may cause the Registrar to cancel any bonds so purchased.
Definitive Certificates
No beneficial owner of bonds will be entitled to receive physical delivery of bonds in definitive form except in the limited circumstances
described below.
If DTC notifies Canada that it is unwilling or unable to continue as depositary in connection with the global bonds or ceases to be a
recognized clearing agency registered under the U.S. Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed by
Canada within 90 days after receiving such notice or becoming aware that DTC is no longer so registered, Canada will issue or cause to be issued
fully registered bonds in definitive form in exchange for the global bonds. Canada may also at any time and in its sole discretion determine not to
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have any of the bonds held in the form of a global bond and, in such event, will issue or cause to be issued fully registered bonds in definitive form
in exchange for such global bond. In the event definitive bonds are issued and for so long as the bonds are listed on the Luxembourg Stock
Exchange, and the rules of the Luxembourg Stock Exchange so require, Canada will appoint and maintain a transfer and paying agent in
Luxembourg and notice of such appointment will be published in a leading newspaper having general circulation in Luxembourg (which is
expected to be the Luxemburger Wort) or on the Luxembourg Stock Exchange website at www.bourse.lu.
Fully registered bonds in definitive form may be presented at the office of the Luxembourg transfer agent, for registration of transfer or
exchange by the Registrar in accordance with the Fiscal Agency Agreement. Payments of interest on fully registered bonds in definitive form will
be made by the Registrar by cheque or wire transfer in accordance with the Fiscal Agency Agreement. Fully registered bonds in definitive form
may be surrendered at the office of the Registrar, the Luxembourg paying agent or such other paying agent appointed by Canada for payment of
principal at maturity or on the date fixed for redemption.

S-8
Table of Contents
Events of Default
The following events or circumstances shall be events of default (each an "Event of Default") in relation to the bonds, namely: (a) Canada
fails to pay any amount of principal in respect of the bonds on the due date for payment, (b) Canada fails to pay any amount of interest in respect of
the bonds on the due date for payment and such default shall have continued for a period of 30 days thereafter; or (c) Canada defaults in the
performance or observance of any of its other obligations under or in respect of the bonds and such default remains unremedied for 30 days after
written notice requiring such default to be remedied has been delivered to Canada at the specified office of the Registrar by the holder of any bond.
If any Event of Default shall occur and be continuing in relation to the bonds, any holder or holders of bonds holding in the aggregate not less
than 25% of nominal principal amount of the bonds then outstanding may, by written notice to Canada, at the specified office of the Registrar,
declare the principal amount of the bonds and all interest then accrued on the bonds shall be due and payable, whereupon the bonds shall become
immediately due and payable at their outstanding principal amount, together with all interest (if any) accrued thereon without presentment,
demand, protest or other notice of any kind, all of which Canada will expressly waive, anything contained in the bonds to the contrary
notwithstanding, unless, prior thereto, all Events of Default in respect of the bonds shall have been cured.
The holders of more than 50% of the aggregate principal amount of the outstanding bonds may rescind a declaration of acceleration if the
Event of Default or Events of Default giving rise to the declaration has or have been cured. No such rescission shall affect any other or any
subsequent Event of Default or any right of any holder in relation thereto.
Modification
The Fiscal Agency Agreement and the bonds may be amended or supplemented by Canada on the one hand, and the Registrar, on the other
hand, without notice to or the consent of the registered holder of any bond, for the purpose of curing any ambiguity, or curing, correcting or
supplementing any defective provisions contained therein, or effecting the issue of further bonds as described under "Further Issues" above, or in
any other manner which Canada may deem necessary or desirable and which, in the reasonable opinion of Canada, on the one hand, and the
Registrar, on the other hand, will not adversely affect the interests of the holders of bonds.
Canada may, and upon a request in writing from holders of bonds holding not less than 10% of the aggregate principal amount of the bonds
then outstanding, shall convene or cause to be convened a meeting of the holders of the bonds for any lawful purpose including to modify or
amend by Extraordinary Resolution (as defined below) the Fiscal Agency Agreement (except as provided in the immediately preceding paragraph)
and the bonds (including the terms and conditions thereof). An Extraordinary Resolution in the form of a resolution duly passed at any such
meeting shall be binding on all holders of bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument signed by
the holders of the bonds in accordance with the definition below shall be binding on all holders of the bonds; provided, however, that if the
proposed modification or amendment to the Fiscal Agency Agreement or to the terms and conditions of the bonds would:

· change the stated maturity of such bonds or change any interest payment date;

· reduce or cancel the principal amount of such bonds;

· change the rate of interest payable in respect of such bonds;

· change the currency or place of payment of such bonds;

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·
modify the provisions concerning the quorum required at any meeting of the holders of such bonds or any adjournment thereof or

concerning the percentage required to pass an Extraordinary Resolution;

· impair the right to institute suit for the enforcement of any payment on or with respect to such bonds;

· reduce the percentage of the principal amount of bonds necessary to waive any future compliance or past default;

· reduce the amount of principal payable upon acceleration of the maturity of such bonds;

· permit early redemption of such bonds or, if early redemption is already permitted, set a redemption date earlier than the date

previously specified or reduce the redemption price;

· change the definition of "outstanding" with respect to such bonds;

· change Canada's obligation to pay any Additional Amounts;

· change the governing law provision of such bonds;

· in connection with an exchange offer for such bonds, amend any event of default under such bonds;

· change the status of such bonds, as described under "Description of Bonds -- Status of the Bonds;" or

· amend any of the bulleted provisions above in any manner,
then the quorum for the passing of such Extraordinary Resolution shall be one or more persons present and holding or proxies holding or
representing at least 75% of the aggregate principal amount of the bonds then outstanding (or at any adjourned meeting at least 33 1/3%) and such
Extraordinary Resolution shall require the affirmative vote of persons present and holding or proxies holding or representing not less than 75% in
aggregate principal amount of the bonds then outstanding.
Except as described in the preceding paragraph, the term "Extraordinary Resolution" will be defined in the Fiscal Agency Agreement as a
resolution passed at a meeting of registered holders of bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the
principal amount of the bonds then outstanding represented at the meeting in person or by proxy and voted on the resolution or as an instrument in
writing signed by the registered holders of not less than 66 2/3% of the aggregate principal amount of the outstanding bonds. Except as described in
the preceding paragraph, the quorum at any such meeting for passing an Extraordinary Resolution will be one or more registered holders of bonds
present in person or by proxy who hold or represent at least a majority in principal amount of the bonds then outstanding, or at any adjourned
meeting called by Canada or the Registrar, one or more persons present in person or by proxy whatever the principal amount of the bonds then
outstanding so held or represented.
In the event that the Registrar receives written notice from Canada that Canada intends to amend any of the bonds in a manner that would
require the consent and agreement of the holders of such bonds by Extraordinary Resolution, the Registrar is authorized, without the need to
convene a meeting of holders of the bonds, or to seek the prior instructions of such holders, to follow the directions of Canada to facilitate
discussion of the circumstances giving rise to the proposed amendments, the terms of any proposed amendments and any other issues relevant to
the proposed amendments; provided, however, that the Registrar is and shall remain the agent of Canada and as such shall have no authority on
behalf of any holder of any bonds to agree to or to bind any such holder to any modification of the Fiscal Agency Agreement or any of the bonds,
and it is acknowledged that the Registrar has no fiduciary duty to the holders of such bonds.
The authority given to the Registrar to meet with Canada and other interested parties to facilitate discussions shall automatically terminate as
of the first meeting of the holders of the bonds to occur following the date on which the Registrar received the written notice from Canada referred
to above unless such holders of the bonds shall have passed a resolution at that meeting (or at any adjournment thereof) authorizing the Registrar to
continue to act in this capacity.

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For purposes of determining whether the required percentage of holders of such bonds has approved any amendment, modification or change
to, or waiver of, the bonds or the Fiscal Agency Agreement, or whether the required percentage of holders has delivered a notice of acceleration of
such bonds, bonds which are held, directly or indirectly, by Canada will be disregarded and deemed not to be outstanding.
So long as the bonds are listed on the Luxembourg Stock Exchange, notice of any amendment will be published in a leading newspaper
having general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the Luxembourg Stock Exchange website at
www.bourse.lu.
Governing Law
The bonds and the Fiscal Agency Agreement will be governed by, and interpreted in accordance with, the laws of the Province of Ontario,
Canada and the laws of Canada applicable therein.
Notices
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All notices to the registered holders of bonds will be mailed or delivered to such holders at their addresses indicated in records maintained by
the Registrar and, as long as the bonds are listed on the Luxembourg Stock Exchange, and the rules of the Luxembourg Stock Exchange so require,
notices will be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on
the Luxembourg Stock Exchange website (www.bourse.lu). Any such notice shall be deemed to have been given on the date of such delivery or
publication, as the case may be, or in the case of mailing, on the fourth day after such mailing.
Prescription
Canada's obligation to pay the principal and interest on the bonds will cease if the bonds are not presented for payment within a period of
two years and a claim for interest is not made within two years from the date on which such principal or interest, as the case may be, becomes due
and payable.

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CLEARING AND SETTLEMENT
Links have been established among DTC, CDS, Clearstream, Luxembourg and Euroclear to facilitate the initial issuance of the bonds and
cross-market transfers of the bonds associated with secondary market trading. DTC will be directly linked to CDS, and indirectly linked to
Clearstream, Luxembourg and Euroclear through the DTC accounts of their respective U.S. Depositaries.
The Clearing Systems
The clearing systems have advised Canada as follows:
DTC. DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to
the provisions of Section 17A of the U.S. Securities Exchange Act of 1934, as amended. DTC was created to hold securities for DTC participants
("DTC Participants") and to facilitate the clearance and settlement of transactions between DTC Participants through electronic book-entry
changes in accounts of DTC Participants, thereby eliminating the need for physical movement of certificates. DTC Participants include certain of
the Underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Indirect access to the
DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship
with a DTC Participant, either directly or indirectly ("Indirect DTC Participants").
Transfers of ownership or other interests in bonds in DTC may be made only through DTC Participants. Indirect DTC Participants are
required to effect transfers through a DTC Participant. In addition, beneficial owners of bonds in DTC will receive all distributions of principal of
and interest on the bonds through such DTC Participants to the extent received by DTC. Distributions in the United States will be subject to tax
reporting in accordance with relevant United States tax laws and regulations. See "Tax Matters -- Material U.S. Federal Income Tax
Considerations".
Because DTC can only act on behalf of DTC Participants, who in turn act on behalf of Indirect DTC Participants, and because beneficial
owners holding through DTC will hold interests in the bonds through DTC Participants or Indirect DTC Participants, the ability of such beneficial
owners to pledge bonds to persons or entities that do not participate in DTC, or otherwise take actions with respect to such bonds, may be limited.
CDS. CDS was formed in November 2006 pursuant to the restructuring of The Canadian Depository for Securities Limited ("CDS Ltd.").
After the restructuring, CDS Ltd., founded in 1970, remains the holding company for CDS and two other operating subsidiaries and is Canada's
national securities clearing and depositary services organization. Functioning as a service utility for the Canadian financial community, CDS
provides a variety of computer-automated services for financial institutions and investment dealers active in domestic and international capital
markets. CDS participants ("CDS Participants") include banks (including their Canadian subcustodians), investment dealers and trust companies
and may include certain of the Underwriters. Indirect access to CDS is available to other organizations that clear through or maintain a custodial
relationship with a CDS Participant. Transfers of ownership and other interests, including cash distributions, in the bonds in CDS may only be
processed through CDS Participants and will be completed in accordance with existing CDS rules and procedures. CDS operates in Montreal,
Toronto, Calgary and Vancouver to centralize securities clearing functions through a central securities depositary.
CDS is wholly-owned by CDS Ltd., a private corporation, wholly-owned by the TMX Group Limited. CDS is the exclusive clearing house
for equity trading on the Toronto Stock Exchange and also clears a substantial volume of "over the counter" trading in equities and bonds.
Clearstream, Luxembourg. Clearstream, Luxembourg is incorporated under the laws of Luxembourg as a registered bank. Clearstream,
Luxembourg holds securities for its participating organizations ("Clearstream, Luxembourg Participants") and facilitates the clearance and
settlement of securities transactions between Clearstream, Luxembourg Participants through electronic book-entry changes in accounts of
Clearstream,

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Luxembourg Participants, thereby eliminating the need for physical movement of certificates. Clearstream, Luxembourg provides to Clearstream,
Luxembourg Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities
and securities lending and borrowing. Clearstream, Luxembourg interfaces with domestic markets in several countries. As a registered bank in
Luxembourg, Clearstream, Luxembourg is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector
(Commission de Surveillance du Secteur Financier). Clearstream, Luxembourg Participants are recognized financial institutions around the world,
including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may
include the Underwriters. Indirect access to Clearstream, Luxembourg is also available to others, such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a Clearstream, Luxembourg Participant either directly or indirectly.
Distributions with respect to interests in the bonds held beneficially through Clearstream, Luxembourg will be credited to cash accounts of
Clearstream, Luxembourg Participants in accordance with its rules and procedures, to the extent received by the U.S. Depositaries for Clearstream,
Luxembourg. Clearstream, Luxembourg has established an electronic bridge with Euroclear in Brussels to facilitate settlement of trades between
Clearstream, Luxembourg and Euroclear.
Euroclear. Euroclear was created in 1968 to hold securities for participants of Euroclear ("Euroclear Participants") and to clear and settle
transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for
physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear includes various other services,
including securities lending and borrowing and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank
SA/NV (the "Euroclear Operator"), under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the "Cooperative").
All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts
with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear
Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include
the Underwriters. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a
Euroclear Participant, either directly or indirectly.
The Euroclear Operator is regulated and examined by the Belgian Banking and Finance Commission. Securities clearance accounts and cash
accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures
of the Euroclear System, and applicable Belgian law (collectively, the "Terms and Conditions"). The Terms and Conditions govern transfers of
securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance
accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants, and has no record of or
relationship with persons holding through Euroclear Participants.
Distributions with respect to bonds held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in
accordance with the Terms and Conditions, to the extent received by the U.S. Depositary for Euroclear.
Global Clearance and Settlement Procedures
Secondary market trading between DTC Participants will occur in the ordinary way in accordance with DTC rules. Secondary market trading
between CDS Participants will be in accordance with market conventions applicable to transactions in book-based Canadian domestic bonds.
Secondary market trading between Clearstream, Luxembourg Participants and/or Euroclear Participants will occur in the ordinary way in
accordance with the applicable rules and operating procedures of Clearstream, Luxembourg and Euroclear.

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Transfers Between DTC and CDS, Clearstream, Luxembourg or Euroclear. Cross-market transfers between persons holding directly or
indirectly through DTC Participants, on the one hand, and directly or indirectly through CDS Participants, Clearstream, Luxembourg Participants or
Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules; however, such cross-market transactions will require
delivery of instructions to the relevant clearing system by the counterparty in such system in accordance with its rules and procedures and within
its established deadlines. The relevant clearing system will, if the transaction meets its settlement requirements, deliver instructions to DTC
directly or through its U.S. Depositary to take action to effect final settlement on its behalf by delivering or receiving bonds in DTC, and making or
receiving payment in accordance with normal procedures for settlement in DTC. CDS Participants, Clearstream, Luxembourg Participants and
Euroclear Participants may not deliver instructions directly to DTC or the respective U.S. Depositary of Clearstream, Luxembourg or Euroclear.
Because of time-zone differences, credits of bonds received in Clearstream, Luxembourg or Euroclear as a result of a transaction with a DTC
Participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Such
credits or any transactions in such bonds settled during such processing will be reported to the relevant Clearstream, Luxembourg Participant or
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