Bond Ontarian Province 2.3% ( US68323AFF66 ) in USD

Ontarian Province

100 % ▲

Canada

US68323AFF66 ( in USD )

2.3% per year ( payment 2 times a year)

14/06/2026

Prospectus brochure of the bond Province of Ontario US68323AFF66 en USD 2.3%, maturity 14/06/2026

5 000 USD

1 750 000 000 USD

68323AFF6

15/06/2026 ( In 143 days )

Ontario is Canada's most populous province, boasting a diverse economy, abundant natural resources, and major urban centers like Toronto, Ottawa, and Hamilton.

The Bond issued by Ontarian Province ( Canada ) , in USD, with the ISIN code US68323AFF66, pays a coupon of 2.3% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/06/2026

424B2
424B2 1 d765730d424b2.htm 424B2
Table of Contents
Filed pursuant to Rule 424(b)(2)
of the Securities Act of 1933
No. 333-209852
US$1,750,000,000

Province of Ontario
(Canada)
2.300% Bonds due June 15, 2026

We will pay interest on the Bonds at the rate of 2.300% per year. Interest will be paid on June 15 and December 15 of each year, beginning with a
short first coupon payable on December 15, 2019. The Bonds will mature on June 15, 2026. We may not redeem the Bonds before maturity, unless
specified events occur involving Canadian taxation.
Application will be 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. The Euro MTF Market of the
Luxembourg Stock Exchange is not a regulated market for purposes of Directive 2014/65/EU (as amended, "MiFID II"). 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. We have undertaken to the underwriters to use all reasonable
efforts to have the Bonds listed on the Euro MTF Market of the Luxembourg Stock Exchange on or as soon as possible after the closing of the issue. We
cannot guarantee that these applications will be approved, and settlement of the Bonds is not conditional on obtaining the listing.
Investing in the Bonds involves risks. See "Risk Factors" beginning on page S-8.

Neither the Securities and Exchange Commission (the "SEC") nor any other regulatory authority has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this prospectus supplement dated June 13, 2019 (the "Prospectus Supplement") and the
accompanying basic prospectus dated April 11, 2016 (the "Basic Prospectus"). Any representation to the contrary is a criminal offense.

Per Bond
Total

Public Offering Price

99.840%
US$1,747,200,000
Underwriting Discount

0.150%
US$
2,625,000
Proceeds, before expenses, to Ontario

99.690%
US$1,744,575,000
The initial public offering price set forth above does not include accrued interest, if any. Interest on the Bonds will accrue from June 20, 2019, and
must be paid if the Bonds are delivered after that date.

The underwriters expect to deliver the Bonds in book-entry form through The Depository Trust Company and its participants, including CDS
Clearing and Depository Services Inc., Clearstream Banking S.A. and Euroclear Bank SA/NV, on or about June 20, 2019.

BofA Merrill Lynch

HSBC

RBC Capital Markets
Scotiabank

Prospectus Supplement dated June 13, 2019
https://www.sec.gov/Archives/edgar/data/74615/000119312519173712/d765730d424b2.htm[6/17/2019 9:48:49 AM]

424B2
Table of Contents
The words "the Province", "we", "our", "ours" and "us" refer to the Province of Ontario.
References in this Prospectus Supplement to the European Economic Area and Member States of the European Economic Area are to the member
states of the European Union together with Iceland, Norway and Liechtenstein.
Unless otherwise specified or the context otherwise requires, references in this Prospectus Supplement to "$" and "Canadian dollars" are to lawful
money of Canada and "US$" and "U.S. dollars" are to lawful money of the United States of America. The daily average exchange rate between the US$
and the Canadian dollar published by the Bank of Canada on June 13, 2019 was approximately $1.00 = US$0.7505.

IMPORTANT INFORMATION FOR INVESTORS
We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Before
making an investment decision, you should consult your legal and investment advisers regarding any restrictions or concerns that may pertain to you and
your particular jurisdiction.
The Basic Prospectus contains or incorporates by reference information about us and other matters, including a description of some of the terms of
our Bonds, and should be read together with this Prospectus Supplement. We have not, and the underwriters have not, authorized anyone to provide any
information other than that incorporated by reference or contained in the Basic Prospectus or this Prospectus Supplement or in any free writing prospectus
prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any
other information that persons other than those authorized by us may give you.
In connection with the issue of the Bonds, the underwriters (or persons acting on their behalf) may over-allot Bonds or effect transactions with a
view to supporting the market price of the Bonds during the stabilization period at a level higher than that which might otherwise prevail. However,
stabilization may not necessarily occur. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer
of the Bonds is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the Bonds and 60 days
after the date of the allotment of the Bonds. Any stabilization action or over-allotment must be conducted by the relevant underwriter (or persons acting on
their behalf) in accordance with all applicable laws and rules and will be undertaken at the offices of the underwriters and on the Euro MTF Market.
In connection with the issue of the Bonds, the underwriters are not acting for anyone other than us and will not be responsible to anyone other than us
for providing the protections afforded to their clients nor for providing advice in relation to the offering of the Bonds.
This Prospectus Supplement has been prepared on the basis that all offers of Bonds in any member state (the "Member States" and each, a "Member
State") of the European Economic Area will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce or publish
a prospectus for offers of Bonds. Accordingly, any person making or intending to make any offer within a Member State of the Bonds which are the subject
of an offering contemplated in this Prospectus Supplement may only do so to legal entities which are qualified investors as defined in the Prospectus
Directive, provided that no such offer of Bonds shall require the Province or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus
Directive.
Neither the Province nor any underwriter has authorized, nor do they authorize, the making of any offer of Bonds to any legal entity which is not a
qualified investor as defined in the Prospectus Directive.

S-2
Table of Contents
Neither the Province nor any underwriters have authorized, nor do they authorize, the making of any offer of the Bonds through any financial
intermediary, other than offers made by the relevant underwriters which constitute the final placement of the Bonds contemplated in this Prospectus
Supplement.
Each person in a Member State of the European Economic Area who receives any communication in respect of, or who acquires any Bonds under,
the offer contemplated in this Prospectus Supplement will be deemed to have represented, warranted and agreed to and with each underwriter and the
Province that it and any person on whose behalf it acquires Bonds is a qualified investor within the meaning of the law in that Member State implementing
Article 2(1)(e) of the Prospectus Directive.
Solely for the purposes of the 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
https://www.sec.gov/Archives/edgar/data/74615/000119312519173712/d765730d424b2.htm[6/17/2019 9:48:49 AM]

424B2
the Bonds (a "distributor") should take into consideration the manufacturer's 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 manufacturer's target market
assessment) and determining appropriate distribution channels.
All Bonds shall be prescribed capital markets products (as defined in Singapore's 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).
We expect that delivery of the Bonds will be made against payment therefor on or about the date specified on the cover page of this Prospectus
Supplement, which is five business days following the date of pricing of the Bonds (such settlement cycle being herein referred to as "T+5"). You should
note that the trading of the Bonds on the date of pricing or the next two succeeding business days may be affected by the T+5 settlement. See
"Underwriting."
The Bonds may not be a suitable investment for all investors
Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor should:

(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of investing in the Bonds and the

information contained or incorporated by reference in this Prospectus Supplement or any applicable supplement;

(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in

the Bonds and the impact the Bonds will have on its overall investment portfolio;

(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds, including where the currency for

principal or interest payments is different from the potential investor's currency;

(iv)
understand thoroughly the terms of the Bonds and be familiar with the behavior of any relevant indices and financial markets; and

(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may

affect its investment and its ability to bear the applicable risks.

S-3
Table of Contents
Legal investment considerations may restrict investments in, or the ability to pledge, the Bonds, limiting the market for resales
The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each
potential investor should consult its legal advisers to determine whether and to what extent (1) the Bonds are legal investments for it, (2) the Bonds can be
used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Bonds. Financial institutions should
consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Bonds under any applicable risk-based capital or
similar rules. These restrictions may limit the market for the Bonds.
You may assume that the information appearing in this Prospectus Supplement and the Basic Prospectus, as well as the information we previously
filed with the SEC, and incorporated by reference, is accurate in all material respects as of the date of such document.
We have filed a registration statement with the SEC covering the portion of the Bonds to be sold in the United States or in circumstances where
registration of the Bonds is required. For further information about us and the Bonds, you should refer to our registration statement and its exhibits. This
Prospectus Supplement and the Basic Prospectus summarize material provisions of the agreements and other documents that you should refer to. Because
the Prospectus Supplement and the Basic Prospectus may not contain all of the information that you may find important, you should review the full text of
these documents and the documents incorporated by reference in the Basic Prospectus.
We file reports and other information with the SEC in the United States. Information filed by the Province is available from the SEC's Electronic
Document Gathering and Retrieval System (http://www.sec.gov), which is commonly known by the acronym EDGAR, as well as from commercial
document retrieval services. Our website address is www.ontario.ca. The information contained on, or accessible through, the website does not constitute a
part of this Prospectus Supplement or Basic Prospectus. We have included the website address in this Prospectus Supplement solely as an inactive textual
reference.

S-4
https://www.sec.gov/Archives/edgar/data/74615/000119312519173712/d765730d424b2.htm[6/17/2019 9:48:49 AM]

424B2
Table of Contents
TABLE OF CONTENTS

Page
PROSPECTUS SUPPLEMENT

Summary of the Offering
S-6
Risk Factors
S-8
Description of Bonds
S-11
Clearing and Settlement
S-17
Taxation
S-20
Underwriting
S-22
Legal Matters
S-26
Authorized Agent
S-26
Forward-Looking Statements
S-26
General Information
S-27
PROSPECTUS

About This Prospectus

3
Where You Can Find More Information

3
Forward-Looking Statements

4
Province of Ontario

4
Description of Debt Securities

4
Use of Proceeds

11
Plan of Distribution

11
Debt Record

12
Legal Matters

12
Authorized Agent

12
Experts and Public Official Documents

12

S-5
Table of Contents
SUMMARY OF THE OFFERING
This summary must be read as an introduction to this Prospectus Supplement and the accompanying Basic Prospectus, and any decision to
invest in the Bonds should be based on a consideration of such documents taken as a whole, including the documents incorporated by reference.

Issuer
The Province of Ontario.

Aggregate principal amount
US$1,750,000,000

Interest rate
2.300% per year.

Maturity date
June 15, 2026.

Interest payment dates
June 15 and December 15 of each year, beginning with a short first coupon payable on December 15, 2019. Interest will accrue from June 20, 2019.

Redemption
We may not redeem the Bonds prior to maturity, unless specified events occur involving Canadian taxation.
https://www.sec.gov/Archives/edgar/data/74615/000119312519173712/d765730d424b2.htm[6/17/2019 9:48:49 AM]

424B2

Proceeds
After deducting the underwriting discount and our estimated expenses of US$134,680 our net proceeds will be approximately US$1,744,440,320.

Markets
The Bonds are offered for sale in the United States, Canada, Europe and Asia.

Listing
We will apply to have the Bonds admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange. We have undertaken to the
underwriters to use all reasonable efforts to have the Bonds admitted to the Official List of the Luxembourg Stock Exchange and to trading on the
Luxembourg Stock Exchange's Euro MTF Market on or as soon as possible after the closing of the issue. We cannot guarantee that the listing will be
approved, and settlement of the Bonds is not conditional on obtaining the listing. The Euro MTF Market is not a regulated market for purposes of
MiFID II.

Form of Bond and settlement
The Bonds will be issued in the form of one or more fully registered permanent global bonds registered in the name of Cede & Co., as nominee of
The Depository Trust Company, known as DTC, and will be recorded in a register held by The Bank of New York Mellon, as Registrar. 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 through any of DTC (in the United States), CDS Clearing
and Depository Services Inc., known as CDS (in Canada), Clearstream Banking S.A., known as Clearstream, or Euroclear Bank SA/NV, known as
Euroclear (in Europe and in Asia), 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. Clearstream and Euroclear will hold interests as indirect
participants in DTC.

S-6
Table of Contents
Except in limited circumstances, investors will not be entitled to have Bonds registered in their names, will not receive or be entitled to receive Bonds
in definitive form and will not be considered registered holders thereof under the fiscal agency agreement.

Bonds will only be sold in minimum aggregate principal amounts of US$5,000 and integral multiples of US$1,000 for amounts in excess of
US$5,000. Initial settlement for the Bonds will be made in immediately available funds. Principal of and interest on the Bonds are payable in
U.S. dollars.

Withholding tax
Principal of and interest on the Bonds are payable by us without withholding or deduction for Canadian withholding taxes to the extent permitted
under applicable law, as set forth in this Prospectus Supplement.

Status of the Bonds
The Bonds will be our direct unsecured obligations and as among themselves will rank pari passu and be payable without any preference or priority.
The Bonds will rank equally with all of our other unsecured and unsubordinated indebtedness and obligations from time to time outstanding.
Payments of principal of and interest on the Bonds will be a charge on and payable out of the Consolidated Revenue Fund of Ontario.

Risk factors
We believe that the following factors represent the principal risks inherent in investing in the Bonds: there is no active trading market for the Bonds
and an active trading market may not develop; the Bonds are subject to modification and waiver of conditions in certain circumstances; exchange
rates may affect the value of judgments in Canadian currency; because the Bonds are held by or on behalf of DTC, investors will have to rely on its
procedures for transfer, payment and communication with us; the laws governing the Bonds may change; investors may be subject to exchange rate
risks and exchange controls; we have ongoing normal course business relationships with some of the underwriters and their affiliates that could create
the potential for, or perception of, conflict among the interests of underwriters and prospective investors; and the impact of the United States-Mexico-
Canada Agreement ("USMCA") on the Province's trade and economy remains uncertain.
We may be contacted at the Ontario Financing Authority, 1 Dundas Street West, 14th Floor, Toronto, Ontario, Canada M5G 1Z3. Our telephone
number is (416) 845-1708.
https://www.sec.gov/Archives/edgar/data/74615/000119312519173712/d765730d424b2.htm[6/17/2019 9:48:49 AM]

424B2

S-7
Table of Contents
RISK FACTORS
We believe that the following factors may be material for the purpose of assessing the market risks associated with the Bonds and the risks that may
affect our ability to fulfill our obligations under the Bonds.
We believe that the factors described below represent the principal risks inherent in investing in the Bonds but we do not represent that the
statements below regarding the risks of holding any Bonds are exhaustive. Prospective investors should also read the detailed information set out
elsewhere in this Prospectus Supplement and the Basic Prospectus (including any documents deemed to be incorporated by reference herein or therein)
and reach their own views prior to making any investment decision.
There is no active trading market for the Bonds and an active trading market may not develop
The Bonds will be new securities which may not be widely distributed and for which there is currently no active trading market. If the Bonds are
traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market for similar
securities, general economic conditions and our financial condition. Investors may not be able to sell their Bonds at prices that will provide them with a
yield comparable to similar investments that have a more highly developed secondary market. We have undertaken to the underwriters to use all reasonable
efforts to have the Bonds listed on the Euro MTF Market of the Luxembourg Stock Exchange as soon as possible after the closing of the issue. We cannot
guarantee that these applications will be approved, and settlement of the Bonds is not conditional on obtaining the listing.
The Bonds are subject to modification and waiver of conditions in certain circumstances
The terms of the Bonds contain provisions for calling meetings of bondholders to consider matters affecting their interests generally. These
provisions permit defined majorities to bind all bondholders including bondholders who did not attend and vote at the relevant meeting and bondholders
who voted in a manner contrary to the majority.
The terms of the Bonds also provide that the parties to the fiscal agency agreement will be able to enter into agreements supplemental to the fiscal
agency agreement to create and issue further bonds ranking pari passu with the Bonds in all respects, or in all respects other than in respect of the date
from which interest will accrue and the first interest payment date, and that such further bonds shall be consolidated and form a single series with the
Bonds and shall have the same terms as to status, redemption or otherwise as the Bonds.
The terms of the Bonds also provide that the parties to the fiscal agency agreement will be able to amend the fiscal agency agreement and the Bonds
without notice to or consent of the bondholders for the purpose of curing ambiguity or curing, correcting or supplementing any defective provisions therein,
or effecting the issue of further bonds as described above or in any other manner the parties to the fiscal agency agreement may deem necessary or
desirable and which will not, in their reasonable opinion, adversely affect the interests of the bondholders.
Exchange rates may affect the value of judgments in Canadian currency
The Currency Act (Canada) precludes a court in Canada from giving judgment in any currency other than Canadian currency. In Ontario, the court's
judgment may be based on a rate of exchange determined in accordance with section 121 of the Courts of Justice Act (Ontario), which rate of exchange is
usually a rate in existence on the business day immediately preceding the date of payment of the judgment. Holders would bear the risk of exchange rate
fluctuations between the time the Canadian dollar amount of the judgment is calculated and the time the holders receive payment.
Because the Bonds are held by or on behalf of DTC, investors will have to rely on its procedures for transfer, payment and communication with us
The Bonds will be issued in the form of one or more fully registered global bonds which will be deposited with DTC or its nominee. Except in
limited circumstances, investors will not be entitled to receive Bonds in

S-8
Table of Contents
https://www.sec.gov/Archives/edgar/data/74615/000119312519173712/d765730d424b2.htm[6/17/2019 9:48:49 AM]

424B2
definitive form. DTC or its participants will maintain records of the beneficial interests in the Bonds. Investors will be able to trade their beneficial interests
only through DTC.
We will discharge our payment obligations under the Bonds by making payments to DTC for distribution to its account holders. A holder of a
beneficial interest in the Bonds must rely on the procedures of DTC and its participants to receive payments under the Bonds. We have no responsibility or
liability for the records relating to, or payments made in respect of, beneficial interests in the Bonds.
Holders of beneficial interests in the Bonds will not have a direct right to vote in respect of the Bonds. Instead, such holders will be permitted to act
only to the extent that they are enabled by DTC to appoint proxies. Similarly, holders of beneficial interests in the Bonds will not have a direct right under
the Bonds to take enforcement action against us in the event of a default under the Bonds.
The laws governing the Bonds may change
The terms of the Bonds are based on the laws of the Province and the federal laws of Canada applicable therein in effect as at the date of this
Prospectus Supplement. No assurance can be given as to the impact of any possible judicial decision or change to the laws of the Province or the federal
laws of Canada applicable therein or administrative practice after the date of this Prospectus Supplement.
Investors may be subject to exchange rate risks and exchange controls
We will pay principal and interest on the Bonds in the currency of the United States. This presents certain risks relating to currency conversions if an
investor's financial activities are denominated principally in a currency or currency unit (the "Investor's Currency") other than the currency of the United
States. These include the risk that exchange rates may significantly change (including changes due to devaluation of the currency of the United States or
revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls.
An appreciation in the value of the Investor's Currency relative to the currency of the United States would decrease (1) the Investor's Currency-equivalent
yield on the Bonds, (2) the Investor's Currency-equivalent value of the principal payable on the Bonds and (3) the Investor's Currency-equivalent market
value of the Bonds.
Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable
exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.
Investment in the Bonds involves the risk that subsequent changes in market interest rates may adversely affect the value of the Bonds.
Our underwriters may have real or perceived conflicts of interest
Certain of the underwriters and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking
transactions with, and may perform services for us in the ordinary course of business and such activities could create the potential for or perception of
conflict among the interests of underwriters and prospective investors.

S-9
Table of Contents
The impact of the USMCA on the Province's trade and economy remains uncertain.
On October 1, 2018, Canada, the United States and Mexico entered into an agreement-in-principle on a trade agreement to replace the North
American Free Trade Agreement ("NAFTA"). The new agreement, called the USMCA, generally maintains the tariff-free market access from the original
NAFTA and includes updates and new chapters to address additional trade matters.
The USMCA was signed by Canada, the United States and Mexico on November 30, 2018. It will enter into force on the first day of the third month
following the last notification from a party to the agreement that it has completed its internal ratification procedures, which may take place in 2019. At this
stage, the impact of the USMCA on the Province's trade and economy remains uncertain.

S-10
Table of Contents
DESCRIPTION OF BONDS
https://www.sec.gov/Archives/edgar/data/74615/000119312519173712/d765730d424b2.htm[6/17/2019 9:48:49 AM]

424B2
General
Our 2.300% Bonds due June 15, 2026, in the aggregate principal amount of US$1,750,000,000 will be issued under a fiscal agency agreement dated
as of June 20, 2019, between us and The Bank of New York Mellon, as registrar, fiscal agent, transfer agent and principal paying agent (the "Registrar"),
which defines your rights as a holder of the Bonds.
The information contained in this section and in the Basic Prospectus summarizes some of the terms of the Bonds and the fiscal agency agreement.
You should read the information set forth below together with the section "Description of Debt Securities" in the Basic Prospectus, which summarizes the
general terms of the Bonds and the fiscal agency agreement. This Prospectus Supplement describes the terms of the Bonds in greater detail than the Basic
Prospectus and may provide information that differs from the Basic Prospectus. If the information in this Prospectus Supplement differs from the Basic
Prospectus, you should rely on the information in this Prospectus Supplement. You should also read the fiscal agency agreement and the exhibits thereto,
including the form of Global Bonds (as defined below), for a full description of the terms of the Bonds. A copy of the fiscal agency agreement and its
exhibits will be available for inspection at our office.
References to principal and interest in respect of the Bonds shall be deemed also to refer to any Additional Amounts which may be payable as
described below. See "Payment of Additional Amounts."
Status of the Bonds
The Bonds will be our direct unsecured obligations and as among themselves will rank pari passu and be payable without any preference or priority.
The Bonds will rank equally with all of our other unsecured and unsubordinated indebtedness and obligations from time to time outstanding. Payments of
principal of and interest on the Bonds will be a charge on and payable out of the Consolidated Revenue Fund of Ontario.
Form, Denomination and Registration
The Bonds will be issued in the form of fully registered permanent global bonds ("Global Bonds") registered in the name of Cede & Co., as nominee
of DTC, and held by The Bank of New York Mellon as custodian for DTC, or the DTC Custodian. 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 through any of DTC (in the United States), CDS (in Canada) or Clearstream or Euroclear (in Europe and in
Asia) if they are participants of 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 and Euroclear will hold interests on behalf of their participants through customers'
securities accounts in Clearstream and Euroclear's names on the books of their respective depositaries ("U.S. Depositaries"), which in turn will hold such
interests in customers' securities accounts in the U.S. Depositaries' names 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
Bonds in definitive form and will not be considered registered holders thereof under the fiscal agency agreement. See "Title" and "Definitive Certificates."
Bonds will only be sold in minimum aggregate principal amounts of US$5,000 and integral multiples of US$1,000 for amounts in excess of
US$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, those beneficial owners which are participants of CDS, Clearstream and Euroclear.

S-11
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.
Title
Subject to applicable law and the terms of the fiscal agency agreement, we, the Registrar, and any paying agent appointed pursuant to the fiscal
agency agreement shall deem and treat the registered holders of the Bonds as the absolute owners thereof for all purposes whatsoever notwithstanding any
notice to the contrary; and all payments to or on the order of the registered holders shall be valid and effectual to discharge our liability and that of the
Registrar in respect of the Bonds to the extent of the sum or sums so paid.
Interest
https://www.sec.gov/Archives/edgar/data/74615/000119312519173712/d765730d424b2.htm[6/17/2019 9:48:49 AM]

424B2
The Bonds will bear interest from and including June 20, 2019 at a rate of 2.300% per annum. Interest will be payable in two equal installments in
arrears on June 15 and December 15 of each year, beginning with a short first coupon payable on December 15, 2019. Interest will be payable to the
persons in whose name the Bonds are registered at the close of business on the preceding May 31 or November 30 (the regular record dates), as the case
may be. 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 2.300% per annum (before and 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. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.
Yield
The yield, 2.325%, is calculated as the semi-annual expected return based on the cash flows of the Bonds assuming one continuous re-investment
rate for periodic coupon payments. The yield is calculated at the issue date on the basis of the initial public offering price. It is not an indication of future
yield.
Payments
Principal of and interest on the Bonds (including Bonds in definitive form if issued in exchange for the Global Bonds as described under "Definitive
Certificates") are payable by us in such coin or currency of the United States as at the time of payment is legal tender for the payment of public or private
debt to the persons in whose names the Bonds are registered on the record date preceding any interest payment date, the Maturity Date or the date of
redemption, as the case may be. Ownership positions within each clearing system will be determined in accordance with the normal conventions observed
by such system. The Registrar will act as our principal paying agent for the Bonds pursuant to the fiscal agency agreement. The Registrar will pay amounts
received from the Province directly to Cede & Co. Neither we nor the Registrar will have any responsibility or liability for any aspect of the records of
DTC, CDS, Clearstream or Euroclear relating to, or payments made by DTC, CDS, Clearstream or Euroclear on account of, beneficial interests in the
Global Bonds or for maintaining, supervising or reviewing any records of DTC, CDS, Clearstream or Euroclear relating to such beneficial interests. With
respect to payments on Bonds issued in definitive form, see "Definitive Certificates."
If any date for payment in respect of any Bond is not a business day, the registered 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, unless such next following business day falls in the
next succeeding calendar month, in which case the related payment will be made on the immediately preceding business day as if made on the date

S-12
Table of Contents
such payment was due. In this paragraph "business day" means a day on which banking institutions in the City of New York, in the City of London and in
the City of Toronto are not authorized or obligated by law or executive order to be closed. If the Bonds have been issued in definitive form and a date for
payment is a business day but is a day on which the paying agent is closed at the applicable place of payment, a registered holder will not be entitled to
payment at such location until the next succeeding day on which banking institutions in such place of payment are not generally authorized or obligated by
law or executive order to be closed, and no further interest shall be paid in respect of the delay in such payment.
If definitive Bonds are issued and for so long as the Bonds are listed on the Luxembourg Stock Exchange and the rules of such stock exchange so
require, the Province will appoint and maintain a paying and transfer agent in Luxembourg.
Further Issues
We may, from time to time, without notice to or the consent of the registered holders of the Bonds, create and issue further bonds ranking pari passu
with the Bonds 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 and shall have the same terms as to status, redemption or otherwise as the Bonds. Any further bonds shall be issued subject to agreements
supplemental to the fiscal agency agreement.
Payment of Additional Amounts
All payments of, or in respect of, principal of and interest on the Bonds will be made without withholding of or deduction for, or on account of, any
present or future taxes, duties, assessments or charges of whatsoever nature imposed or levied by or on behalf of the Government of Canada, or any
province or political subdivision thereof, or any authority thereof or agency therein having power to tax, unless such taxes, duties, assessments or charges
are required by law or by the administration or interpretation thereof to be withheld or deducted. In that event, we (subject to our right of redemption
described herein) will pay to the registered holders of the Bonds such additional amounts (the "Additional Amounts") as will result (after withholding or
deduction of any such taxes, duties, assessments or charges) in the payment to the holders of Bonds of the amounts which would otherwise have been
https://www.sec.gov/Archives/edgar/data/74615/000119312519173712/d765730d424b2.htm[6/17/2019 9:48:49 AM]

424B2
payable in respect of the Bonds in the absence of such taxes, duties, assessments or charges, except that no such Additional Amounts shall be payable with
respect to any Bond presented for payment:

(a)
by or on behalf of a holder who is subject to such taxes, duties, assessments or charges in respect of such Bond by reason of the holder being

connected with Canada otherwise than merely by the holding or ownership as a non-resident of Canada of such Bond;

(b)
more than 15 days after the Relevant Date, except to the extent that the holder thereof would have been entitled to such Additional Amounts on

the last day of such period of 15 days. For this purpose, the "Relevant Date" in relation to any Bond means whichever is the later of:

(i)
the date on which the payment in respect of such Bond becomes due and payable; or

(ii)
if the full amount of the moneys payable on such date in respect of such Bond has not been received by the Registrar on or prior to such

date, the date on which notice is duly given to the holders of Bonds that such moneys have been so received; or

(c)
as a result of any tax, assessment, withholding or deduction required by Sections 1471 through 1474 of the U.S. Internal Revenue Code of

1986, as amended ("FATCA"), any current or future U.S. Treasury Regulations or rulings promulgated thereunder, any law, regulation or other
official guidance enacted

S-13
Table of Contents
in any jurisdiction implementing FATCA, any intergovernmental agreement between the United States and any other jurisdiction to implement

FATCA, or any agreement with the U.S. Internal Revenue Service under FATCA.
Maturity, Redemption and Purchases
The principal amount of the Bonds shall be due and payable on June 15, 2026 (the "Maturity Date"). The Bonds are not redeemable prior to the
Maturity Date unless specified events occur involving Canadian taxation as provided below.
The Bonds may be redeemed at our option in whole, but not in part, at any time, on giving not less than 30 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) we have or will become obliged to pay Additional Amounts as provided or referred to
in "Payment of Additional Amounts" above 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 our taking reasonable measures available to us, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest
date on which we would be obliged to pay such Additional Amounts were a payment in respect of the Bonds then due. Prior to the publication of any notice
of redemption pursuant to this paragraph, we shall deliver to the Registrar a certificate signed by one of our officials stating that we are entitled to effect
such redemption and setting forth a statement of facts showing that the conditions precedent to our right so to redeem have occurred.
We may at any time purchase Bonds in the open market, or by tender or by private contract at any price and may or may not cause the Registrar to
cancel any Bonds so purchased.
Definitive Certificates
No beneficial owner of Bonds will be entitled to receive Bonds in definitive form except in the limited circumstances described below.
If DTC notifies us that it is unwilling or unable to continue as depositary in connection with the Global Bonds or ceases to be a clearing agency
registered under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and a successor depositary or clearing agency is not
appointed by us within a reasonable period after receiving such notice or becoming aware that DTC is no longer so registered, we will issue or cause to be
issued fully registered Bonds in definitive form upon registration of transfer of, or in exchange for, the Global Bonds. We may also at any time and in our
sole discretion determine not to have any of the Bonds held in the form of the Global Bonds and, in such event, we will issue or cause to be issued fully
registered Bonds in definitive form upon registration of transfer of, or in exchange for, such Global Bonds.
If definitive Bonds are issued and for so long as the Bonds are listed on the Luxembourg Stock Exchange and the rules of such stock exchange so
require, the Province will appoint and maintain a paying and transfer agent in Luxembourg. 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 paying agent for payment of principal at maturity or on the date fixed for redemption.

https://www.sec.gov/Archives/edgar/data/74615/000119312519173712/d765730d424b2.htm[6/17/2019 9:48:49 AM]

Document Outline

#1">
- #1">