Bond Ontario Province 0.625% ( XS1807430811 ) in EUR

Issuer Ontario Province
Market price 100 %  ▲ 
Country  Canada
ISIN code  XS1807430811 ( in EUR )
Interest rate 0.625% per year ( payment 1 time a year)
Maturity 17/04/2025 - Bond has expired



Prospectus brochure of the bond Ontario Provinz XS1807430811 in EUR 0.625%, expired


Minimal amount /
Total amount /
Detailed description Ontario is Canada's most populous province, boasting a diverse economy, vibrant culture, and abundant natural resources.

The Bond issued by Ontario Province ( Canada ) , in EUR, with the ISIN code XS1807430811, pays a coupon of 0.625% per year.
The coupons are paid 1 time per year and the Bond maturity is 17/04/2025









OFFERING CIRCULAR


Province of Ontario
(Canada)
Programme for the
Issuance of Debt Instruments
______________________________________________________
This document (the "Offering Circular") constitutes an offering circular in respect of the Programme (as defined
below). This Offering Circular does not constitute a base prospectus for the purpose of Article 5.4 of Directive
2003/71/EC as amended (including by Directive 2010/73/EU), (the "Prospectus Directive").
Under the Programme for the Issuance of Debt Instruments (the "Programme") described in this Offering
Circular, the Province of Ontario ("Ontario" or the "Issuer"), subject to compliance with all relevant laws,
regulations and directives, may from time to time issue debt instruments (the "Instruments"). Any Instruments
issued under the Programme on or after the date of this Offering Circular are issued subject to the provisions
hereof.
Application has been made to the Luxembourg Stock Exchange for Instruments issued under the Programme
during the period of twelve months fol owing the date of this document to be admitted to the official list of the
Luxembourg Stock Exchange and admitted to trading on the Euro MTF market of the Luxembourg Stock
Exchange (the "Euro MTF Market"). The Euro MTF Market is not a regulated market for the purposes of
Directive 2014/65/EU ("MiFID II"). The Programme provides that Instruments may be listed or admitted to
trading, as the case may be, on such further or other stock exchanges or markets as the Issuer and the relevant
Dealer(s) (as defined herein) may agree as specified in the applicable Pricing Supplement (as defined herein),
subject to compliance with al applicable laws and the rules of such stock exchange. The applicable Pricing
Supplement will specify whether the Instruments are to be listed or will be unlisted Instruments.
The Instruments may be issued on a continuing basis to one or more of the Dealers specified herein (each a
"Dealer" and together the "Dealers", which expressions shall include any additional Dealer appointed under the
Programme from time to time) or to persons other than Dealers. Any Dealer or other person to whom an
Instrument is so issued is referred to herein as a "Purchaser".
This Offering Circular is a "prospectus" for the purposes of admission to listing on the Official List of the
Luxembourg Stock Exchange and admission to trading of the Instruments on the Euro MTF Market in accordance
with the rules and regulations of the Luxembourg Stock Exchange and Part IV of the Luxembourg law dated July
10th, 2005 on prospectuses for securities, as amended. THIS DOCUMENT DOES NOT CONSTITUTE A
PROSPECTUS FOR THE PURPOSES OF ARTICLE 5.4 OF THE PROSPECTUS DIRECTIVE.
There are certain risks related to an investment in the Instruments which investors should ensure they
fully understand. See "Risk Factors" at page 9 hereof.
This Offering Circular supersedes any previous offering circular or prospectus in relation to the Programme.
Arranger for Programme
TD Securities
Dealers
Barclays
BofA Merrill Lynch
BMO Capital Markets
BNP PARIBAS
CIBC Capital Markets
Citigroup
Credit Suisse AG
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
Morgan Stanley
RBC Capital Markets
Scotiabank
TD Securities
March 9, 2018



IMPORTANT NOTICES
The Issuer has prepared this document for the purpose of giving information with regard to the
Programme, the Instruments to be issued thereunder and itself as the issuer of such Instruments.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in this Offering Circular. To the best of
the knowledge of the Issuer (having taken al reasonable care to ensure that such is the case) the
information contained in this Offering Circular is in accordance with the facts and does not omit
anything likely to affect the import of such information.
NOTICES REGARDING OFFERS IN THE EUROPEAN ECONOMIC AREA
This Offering Circular has been prepared on the basis that all offers of Instruments in any member
state (the "Member States" and each, a "Member State") of the European Economic Area which has
implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to
an exemption under the Prospectus Directive (to the extent implemented in that Member State and
including any relevant implementing measure in that Member State), from the requirement to produce
or publish a prospectus for offers of Instruments. Accordingly, any person making or intending to
make any offer within a Relevant Member State of the Instruments which are the subject of an offering
contemplated in this Offering Circular as completed, supplemented or modified by the applicable
Pricing Supplement in relation to those Instruments may only do so in circumstances in which no
obligation arises for the Issuer or any Dealer to produce or publish a prospectus pursuant to Article 3
of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive, in each case, in relation to such offer. In relation to Instruments offered in a Relevant
Member State in circumstances which would otherwise require publication of a prospectus in
accordance with the Prospectus Directive, such Instruments shal have a minimum denomination of
not less than EUR100,000 (or its equivalent in other currencies).
Neither the Issuer nor any Dealer has authorized, nor do they authorize, the making of any offer of
Instruments in circumstances in which an obligation arises for the Issuer or any Dealer to publish a
prospectus or supplement a prospectus pursuant to the Prospectus Directive for such offer.
Neither the Issuer nor any Dealers have authorized, nor do they authorize, the making of any offer of
the Instruments through any financial intermediary, other than offers made by the relevant Dealers
which constitute the final placement of the Instruments contemplated in the applicable Pricing
Supplement.
If and to the extent that this Offering Circular is communicated in, or an offer of Instruments under the
Programme is made in, any Relevant Member State this Offering Circular and the offer are only
addressed to and directed at persons in that Member State who are qualified investors within the
meaning of the Prospectus Directive (or who are other persons to whom the offer may lawfully be
addressed) and must not be acted upon by other persons in that Relevant Member State.
PRIIPS REGULATION PROHIBITION OF SALES TO EEA RETAIL INVESTORS
If the Pricing Supplement in respect of any Instruments includes a legend entitled "PRIIPs Regulation
Prohibition of Sales to EEA Retail Investors", the Instruments are not intended to be offered, sold or
otherwise made available to, and should not be offered, sold or otherwise made available to, any
retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (i ) a
customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (i i) not a qualified investor as
defined in the Prospectus Directive. Consequently no key information document required by
Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Instruments or
otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling the Instruments or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
i



MIFID II PRODUCT GOVERNANCE/TARGET MARKET
The Pricing Supplement in respect of any Instruments may include a legend entitled "MiFID II Product
Governance" which will outline the target market assessment in respect of the Instruments and which
channels for distribution of the Instruments are appropriate. Any person subsequently offering, sel ing
or recommending the Instruments (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Instruments (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination wil be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under Commission Delegated Directive (EU) 2017/593 (the "MiFID
Product Governance Rules"), any Dealer subscribing for a Tranche of Instruments is a manufacturer
in respect of such Instruments, but otherwise none of the Arranger nor the Dealers nor any of their
respective affiliates will be a manufacturer for the purpose of the MIFID Product Governance Rules.
OTHER RELEVANT INFORMATION
This Offering Circular is to be read in conjunction with any supplements hereto issued from time to
time and all documents deemed incorporated herein and in any such supplement by reference (see
"Documents Incorporated by Reference") and shall be read and construed on the basis that such
documents are so incorporated and form part of this Offering Circular. Any reference herein to
Offering Circular means this document together with the documents incorporated or deemed
incorporated by reference herein. This document will, in relation to each Tranche of Instruments
issued under the Programme, be supplemented by a pricing supplement (the "Pricing Supplement").
In relation to any Tranche of Instruments, this Offering Circular should also be read and construed
together with the applicable Pricing Supplement.
UNAUTHORISED INFORMATION
No person has been authorised by the Issuer to give any information or to make any representation in
connection with the offering, distribution or sale of the Instruments or regarding the Issuer other than
those contained in this Offering Circular or any other information supplied by the Issuer in connection
with the Programme and, if given or made, such information or representation must not be relied upon
as having been authorised by the Issuer.
INDEPENDENT EVALUATION
Other than the Issuer, no party has independently verified the information contained in this Offering
Circular. None of the Dealers or any of their respective affiliates makes any representation or
warranty, express or implied, or accepts any responsibility or liability with respect to the accuracy or
completeness of any information in or incorporated by reference in this Offering Circular or any other
information provided by the Issuer in connection with the Programme or the Instruments, or any
responsibility for any acts or omissions of the Issuer or any other person (other than the Dealers or
any of their respective affiliates) in connection with this Offering Circular and the issue and offering of
Instruments under the Programme. Investors should review, inter alia, this Offering Circular and the
documents incorporated by reference herein when deciding whether or not to purchase any of the
Instruments.
Neither this Offering Circular nor any information incorporated by reference nor any other information
supplied in relation to the Programme or any Instruments are intended to provide the basis of any
credit or other evaluation and should not be considered as a recommendation by the Issuer or any
Dealer that any recipient of this Offering Circular or any other information supplied in relation to the
Programme or any Instruments should subscribe for or purchase any Instruments. Each potential
investor in Instruments should determine for itself the relevance of the information contained in or
incorporated by reference in this Offering Circular and the applicable Pricing Supplement and its
purchase of Instruments should be based upon such investigation as it deems necessary. In making
an investment decision, investors must rely on their own examination of the Issuer and the terms of
the Instruments being offered, including the merits and risks involved. Any Purchaser of the
Instruments is deemed by its purchase to acknowledge that it is relying solely on the information
ii



contained herein or incorporated by reference herein and on its own investigations in making its
investment decision and is not relying on any Dealer in any manner whatsoever in relation to its
investigation of the Issuer or in relation to such investment decision.
CURRENCY OF INFORMATION
Neither the delivery of this Offering Circular or any Pricing Supplement nor any offering, sale or
delivery of any Instruments made in connection herewith shall, under any circumstances, create any
implication that there has been no adverse change in the affairs or financial condition of the Issuer
since the date hereof or that any other information contained herein or supplied in connection with the
Programme is correct as of any time subsequent to the date hereof or the date on which it is supplied
or, if different, the date indicated in the document containing the same. The Dealers expressly do not
undertake to review the financial condition or affairs of the Issuer during the life of the arrangements
contemplated by this Offering Circular or to advise any investor or potential investor in the Instruments
of any information coming to the attention of any of the Dealers.
RESTRICTIONS ON USE AND DISTRIBUTION
Neither this Offering Circular nor any other information supplied in relation to the Programme or any
Instruments constitutes an offer or an invitation by or on behalf of the Issuer or any Dealer or any
other person to subscribe for or purchase the Instruments. This Offering Circular does not constitute
and may not be used for the purpose of an offer to sell or the solicitation of an offer to buy any
Instruments in any jurisdiction in which such offer or solicitation is not authorized or to any person to
whom it is unlawful to make such offer or solicitation in such jurisdiction.
The distribution of this Offering Circular and any Pricing Supplement and the offering, sale or delivery
of the Instruments in certain jurisdictions may be restricted by law. None of the Issuer or any Dealers
represents that this Offering Circular may be lawful y distributed, or that any Instruments may be
lawfully offered, in compliance with any applicable registration or other requirements in any
jurisdiction, or pursuant to an exemption available thereunder, or assumes any responsibility for
facilitating any such distribution or offer. In particular, no action has been taken by the Issuer or the
Dealers which would permit a public offering of the Instruments or distribution of this Offering Circular
(or any part of it) in any jurisdiction where action for that purpose is required. Accordingly, the
Instruments may not be offered or sold, directly or indirectly, and neither this Offering Circular nor any
advertisement or other offering material may be distributed or published in any jurisdiction, except
under circumstances that will result in compliance with any applicable laws and regulations and the
Dealers have represented that al offers and sales by them will be made on the same terms. Persons
into whose possession this Offering Circular (or any part of it), any Pricing Supplement or any
Instruments come must inform themselves about and observe any such restrictions.
The Instruments have not been and wil not be registered under the United States Securities Act of
1933, as amended (the "Securities Act") and may include Instruments in bearer form, which are
subject to U.S. federal income tax law requirements. Subject to certain exceptions, Instruments may
not be offered, sold or delivered within the United States or its possessions or to U.S. persons (as
defined in Regulation S under the Securities Act) or to United States persons (as defined for U.S.
federal income tax purposes by the U.S. Internal Revenue Code of 1986, as amended).
For a description of these and certain further restrictions on offers, sales and deliveries of the
Instruments and distributions of this Offering Circular and other offering material relating to the
Instruments and any related Pricing Supplement in the United States, the European Economic Area
(including the United Kingdom, France, Italy and The Netherlands), Japan, Switzerland and Hong
Kong (see "Subscription and Sale").
ISSUANCE AND FORM OF INSTRUMENTS
Instruments issued by the Issuer will be issued in a series (each a "Series") having one or more issue
dates. All Instruments of the same Series shal have identical terms or terms identical other than in
respect of the issue price, the issue date and the first payment of interest. Each Series may be issued
in tranches (each a "Tranche") on different issue dates and at different issue prices. The final terms of
each Tranche wil be set forth in the Pricing Supplement.
iii



Instruments may be issued either in bearer form ("Bearer Instruments") or registered form
("Registered Instruments"). Each Tranche of a Series of Instruments in bearer form will be
represented on issue by a temporary global instrument in bearer form (each a "Temporary Global
Instrument") or a permanent global instrument in bearer form (each a "Permanent Global
Instrument" and together with a Temporary Global Instrument, collectively referred to as "Global
Instruments"). The Temporary Global Instrument representing the interest in a Tranche of a Series
of Instruments will be exchangeable, in whole or in part, for a Permanent Global Instrument, or if so
indicated in the applicable Pricing Supplement, definitive Instruments, representing such interest on or
after the Exchange Date (as defined in the Conditions), upon certification as to non-U.S. beneficial
ownership.
References in this Offering Circular to "Global Registered Instruments" are to Registered
Instruments which are registered in the name of nominees or a common nominee for a depositary or
common depositary or a common safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV
("Euroclear") and/or Clearstream Banking, S.A. ("Clearstream, Luxembourg") (or any successor
thereto or such other clearing system as may be agreed to between the Issuer, the relevant Dealer,
the Fiscal Agent and the Registrar).
Where the applicable Pricing Supplement specify the Bearer Instruments are to be issued in new
global note ("NGN") form, the applicable Global Instrument will be delivered on or prior to the issue
date of the relevant Tranche to the Common Safekeeper for Euroclear and Clearstream, Luxembourg.
Where the applicable Pricing Supplement specify the Bearer Instruments are not to be issued in NGN
form, the applicable Global Instrument may be deposited on or prior to the issue date of the relevant
Tranche with a depository or a common depositary on behalf of Euroclear and Clearstream,
Luxembourg or any other agreed clearing system.
Where the applicable Pricing Supplement specify the Registered Instruments are intended to be held
in a manner which would allow Eurosystem eligibility (being the new safekeeping structure ("NSS")
and hereinafter referred to as "held under the NSS"), the Global Registered Instrument will be
delivered on or prior to the relevant issue date to and registered in the name of a nominee of the
Common Safekeeper for Euroclear and Clearstream, Luxembourg. Where the applicable Pricing
Supplement specify the Registered Instruments are not intended to be held in a manner which would
allow Eurosystem eligibility, the Global Registered Instrument will be deposited on or prior to the
relevant issue date with a depositary or common depositary of and registered in the name of a
nominee or common nominee for Euroclear and Clearstream, Luxembourg or any other agreed
clearing system.
CREDIT RATINGS
The Programme has been rated A+ by S&P Global Ratings, acting through Standard & Poor's Ratings
Services (Canada), a business unit of S&P Global Canada Corp. ("Standard & Poor's") and Aa2 by
Moody's Canada Inc. ("Moody's").
Tranches of Instruments to be issued under the Programme may be rated or unrated. Where a
Tranche of Instruments is rated, such rating may be specified in the applicable Pricing Supplement.
Such ratings wil not necessarily be the same as the ratings assigned to the Programme or any
Instruments already issued.
A rating is not a recommendation to buy, sell or hold securities and may be subject to
suspension, reduction or withdrawal at any time by the assigning rating agency.
INVESTMENT CONSIDERATIONS
Instruments may not be a suitable investment for all investors. Each potential investor in any
Instruments must determine the suitability of that investment in light of its own circumstances.
A range of Instruments may be issued under the Programme, including Instruments with a fixed or
floating rate of interest, Instruments with a variable rate of interest and Instruments that may be
payable in a currency other than the currency in which they are denominated. These Instruments
may have features which contain particular risks for potential investors. Accordingly, a potential
iv



investor should not invest in Instruments unless it has the expertise (either alone or with the help of a
financial adviser) to evaluate how the Instruments will perform under changing conditions, the
resulting effects on the value of such Instruments and the impact this investment wil have on the
potential investor's overall investment portfolio.
None of the Dealers or the Issuer makes any representation to any investor in the Instruments
regarding the legality of its investment under any applicable laws. Any investor in the Instruments
should satisfy itself that it is able to bear the economic risk of an investment in the Instruments for an
indefinite period of time.
Legal investment considerations may restrict certain investments. 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) Instruments are legal investments for it, (2) Instruments can be used as collateral for
various types of borrowing and (3) other restrictions apply to its purchase or pledge of any
Instruments. Financial institutions should consult their legal advisers or the appropriate regulators to
determine the appropriate treatment of Instruments under any applicable risk-based capital or similar
rules.
ADDITIONAL TERMS
The Issuer may agree with any Dealer that Instruments may be issued in a form or with terms and
conditions not contemplated herein or not fully set out in the Terms and Conditions and the form of
Pricing Supplement set out herein.
DEFINITIONS
References herein to "dollars", "CAD" and "$" are to Canadian dollars, references to "euro" and ""
are to the currency introduced at the start of the third stage of European economic and monetary
union pursuant to the Treaty on the Functioning of the European Union, as amended and references
to "sterling" or "£" are to the lawful currency of the United Kingdom. References herein to the
"European Economic Area" are to the member states of the European Union together with Iceland,
Norway and Liechtenstein.
STABILISATION
In connection with the issue of any Tranche of Instruments, the Dealer or Dealers (if any) appointed
as Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) may over-allot
Instruments or effect transactions with a view to supporting the market price of the Instruments at a
level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur.
Any stabilisation action or over-al otment may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Instruments 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
relevant Tranche of Instruments and 60 days after the date of the al otment of the relevant Tranche of
Instruments. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising
Manager(s) (or persons acting on behalf of the Stabilising Manager(s)) in accordance with all
applicable laws and rules.


v



TABLE OF CONTENTS
OVERVIEW OF THE PROGRAMME ..................................................................................................... 1
DOCUMENTS INCORPORATED BY REFERENCE .............................................................................. 7
RISK FACTORS ...................................................................................................................................... 9
TERMS AND CONDITIONS OF THE INSTRUMENTS ........................................................................ 18
PROVINCE OF ONTARIO .................................................................................................................... 43
USE OF PROCEEDS ............................................................................................................................ 43
TAXATION ............................................................................................................................................ 44
SUBSCRIPTION AND SALE ................................................................................................................ 46
PRO-FORMA PRICING SUPPLEMENT ............................................................................................... 51
GENERAL INFORMATION ................................................................................................................... 66


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OVERVIEW OF THE PROGRAMME
This overview must be read as an introduction to this Offering Circular and any decision to
invest in any Instruments should be based on a consideration of this Offering Circular as a
whole, including any documents incorporated by reference.
The terms and conditions (the "Conditions") of any particular Tranche of Instruments will be the
terms and conditions substantially in the form set out under "Terms and Conditions of the Instruments"
as supplemented, modified or replaced by the Pricing Supplement applicable thereto and, in respect
of any Instruments represented by an Instrument in global form (a "Global Instrument"), by the
provisions of such Global Instrument. Words and expressions defined in "Forms of the Instruments"
and "Terms and Conditions of the Instruments" and in the remainder of this Offering Circular shal
have the same meanings in this overview.
Issuer:
The Province of Ontario (the "Province" or "Ontario") has the highest level of
economic activity and the largest population of any of Canada's ten provinces.
Ontario is Canada's leading manufacturing and trading province. In 2017,
Ontario's manufacturing sales totalled about $302 billion or 47% of the
Canadian total. Ontario's household disposable income per capita in 2016 was
$32,093.

The Provincial economy displays many of the characteristics of a mature
economy, including substantial secondary and service sectors. In broad terms,
the primary sector is composed of agriculture, mining and forestry, while
manufacturing, utilities and construction form the secondary sector. The
remaining categories, such as transportation, communication, wholesale and
retail trade, and business and public service, make up the service sector.

The Province covers an area of approximately 1,076,395 square kilometres
(415,598 square miles), about 10.8% of Canada, and is about 11% as large as
the United States. The estimated population of Ontario on July 1, 2017 was
14.2 mil ion, or 38.7% of Canada's population of 36.7 mil ion. Since 1997, the
populations of Ontario and Canada have increased at average annual rates of
1.2% and 1%, respectively. Although it constitutes only 12% of the area of the
Province, southern Ontario is home to approximately 94.4% of its population
(as of July 1, 2017). The population of the Greater Toronto Area, the largest
metropolitan area in Canada, was estimated to be 6.9 mil ion on July 1, 2017.
Issuer's Legal
C7PVKCRGLG18EBQGZV36
Entity Identifier:
Arranger:
The Toronto-Dominion Bank
Dealers:
Bank of Montreal, London Branch, Barclays Bank PLC, BNP Paribas, CIBC
World Markets plc, Citigroup Global Markets Limited, Credit Suisse AG,
Deutsche Bank AG, London Branch, Goldman Sachs International, HSBC
Bank plc, J.P. Morgan Securities Ltd., Merril Lynch International, Morgan
Stanley & Co. International plc, RBC Europe Limited, Scotiabank Europe plc,
The Toronto-Dominion Bank and any other eligible dealer appointed from time
to time by the Issuer.
Fiscal Agent and
Citibank, N.A., London Branch
Registrar:
Distribution:
Instruments may be distributed by way of private or public placement and in
each case on a syndicated or non-syndicated basis.
Programme Limit: The maximum aggregate principal amount of Instruments which may from time
to time be outstanding under the Programme (including Instruments issued
under prospectuses or other offering documents prepared in relation to the
1



Programme prior to the date of this Offering Circular that remain outstanding)
will not exceed CAD27,000,000,000 or its equivalent in other currencies as
determined in accordance with the Financial Administration Act (Ontario).

The Issuer will have the option to increase the amount of Instruments which
may from time to time be outstanding under the Programme in accordance with
the terms of an amended and restated dealership agreement dated March 9,
2018 (the "Dealership Agreement").
Issuance in
Instruments wil be issued in series (each a "Series"), and each Series may
Series:
comprise one or more tranches (each a "Tranche") of Instruments issued on
the same or different dates. Al Instruments of the same Series shall have
identical terms, including as to listing (save as to the issue price, issue date,
first payment of interest and nominal amount of the Tranche and save that a
Series may comprise Instruments in more than one denomination and
Instruments in bearer form and Instruments in registered form). Tranches may
be issued on different issue dates and at different issue prices and, after the
applicable Exchange Date (as defined herein), each such Tranche wil be
consolidated and form a single Series with the outstanding Instruments of that
Series.

Each Tranche wil be the subject of a Pricing Supplement which, for the
purposes of that Tranche only, supplements, modifies or replaces the
Conditions of the Instruments, and must be read in conjunction with the
Conditions and this Offering Circular. The terms and conditions applicable to
any particular Tranche of Instruments are the Conditions of the Instruments as
supplemented, modified or replaced by the relevant Pricing Supplement.
Form of
Instruments may be issued in bearer form ("Bearer Instruments") or in
Instruments:
registered form ("Registered Instruments"). Registered Instruments may not
be exchanged for Bearer Instruments.

Bearer Instruments with a maturity of more than one year will, unless the
applicable Pricing Supplement specifies otherwise (in particular with respect to
Bearer Instruments to which U.S. Treasury Regulation §1.163-5(c)(2)(i)(D) or
any successor rules that are in substantially the same form that are applicable
for purposes of Section 4701 of the U.S. Internal Revenue Code of 1986, as
amended (the "TEFRA D Rules") are specified in such Pricing Supplement),
initial y be represented by a temporary global Instrument without interest
coupons, which wil , on the issue date of the relevant Tranche (a) if the
applicable Pricing Supplement indicate that the Bearer Instruments are not
intended to be issued in NGN form, be deposited on or before the relevant
issue date with a common depositary for Euroclear and Clearstream,
Luxembourg or with a depositary or common depositary for any other agreed
clearing system or (b) if the applicable Pricing Supplement indicate that the
Bearer Instruments are to be issued in NGN form, be delivered to a Common
Safekeeper for Euroclear and/or Clearstream, Luxembourg.

Such temporary global Instrument will, not earlier than 40 days after the
relevant issue date and upon certification as to non-U.S. beneficial ownership,
be exchangeable for a permanent global Instrument or, if so specified in the
applicable Pricing Supplement, for Bearer Instruments in definitive form, in
accordance with its terms.

Bearer Instruments having an original maturity of one year or less and Bearer
Instruments for which the applicable Pricing Supplement specifies that U.S.
Treasury Regulation §1.163-5(c)(2)(i)(C) or any successor rules that are in
substantially the same form that are applicable for purposes of Section 4701 of
the U.S. Internal Revenue Code of 1986, as amended, (the "TEFRA C Rules")
Rules apply will be represented on issue by a permanent global Instrument
2



without interest coupons unless specified otherwise in the applicable Pricing
Supplement. Each permanent global Instrument wil be exchangeable for
Bearer Instruments in definitive form if so specified in the applicable Pricing
Supplement and/or in the limited circumstances set out in the permanent global
Instrument. Bearer Instruments in definitive form will, if interest-bearing, either
have interest coupons attached or have a grid for recording the payment of
interest endorsed thereon.

Registered Instruments may be held by or on behalf of Euroclear and
Clearstream, Luxembourg or held by or on behalf of such other agreed clearing
system as specified in the applicable Pricing Supplement. If the applicable
Pricing Supplement specify the Registered Instruments are intended to be held
in a manner which would allow Eurosystem eligibility (being the NSS), the
Registered Instruments wil be deposited on or before the relevant issue date
with and registered in the name of a nominee of the common safekeeper for
Euroclear and Clearstream, Luxembourg. If the applicable Pricing Supplement
specify the Registered Instruments are not intended to be held in a manner
which would allow Eurosystem eligibility, the Registered Instruments will be
deposited on or before the relevant issue date with and registered in the name
of a nominee of a common depositary for Euroclear and Clearstream,
Luxembourg.
Status of
The Instruments of each Series will constitute direct, unsubordinated,
Instruments:
unsecured obligations of the Issuer and as among themselves rank pari passu
and wil be payable rateably without any preference or priority. The Instruments
of each Series will rank equal y with all of the Issuer's other unsecured and
unsubordinated indebtedness and obligations from time to time outstanding.
Payment of principal and interest on the Instruments of each Series wil be a
charge on and payable out of the Consolidated Revenue Fund of Ontario.
Issue Price:
Instruments may be issued at par or at a discount or premium to par and either
on a fully or partly paid basis.
Currencies:
Instruments may be denominated in any currency or currencies (as indicated in
the applicable Pricing Supplement) subject to compliance with all applicable
legal, regulatory and/or central bank or monetary authority requirements.
Instruments may, subject to compliance as aforesaid, be issued as multi-
currency Instruments.
Denominations:
Instruments will be issued in such denominations as indicated in the applicable
Pricing Supplement, save that the minimum denomination of each Instrument
will be such as may be allowed or required from time to time by the relevant
central bank or monetary authority (or equivalent body, however cal ed) or any
laws or regulations applicable to the Issuer or the relevant Specified Currency.

Instruments which have a maturity of less than one year may be subject to
restrictions on their denomination and distributions (see "Maturities" below).
Maturities:
Instruments may be issued with a maturity between three months and fifty
years, subject to compliance with all applicable legal, regulatory and/or central
bank or monetary authority requirements. Such minimum and maximum
maturities may be subject to increase or decrease from time to time as a result
of changes to applicable laws and regulations. Instruments with a maturity of
less than one year wil , if the proceeds of the issue are to be accepted in the
United Kingdom, have a denomination of at least £100,000 or its equivalent in
another currency unless they are issued to a limited class of professional
investors or another applicable exemption from Section 19 of the FSMA is
available (see "Subscription and Sale").
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