Bond Alberta Provincial 1.5% ( XS2150179740 ) in EUR

Alberta Provincial

100 % ▲

Canada

XS2150179740 ( in EUR )

1.5% per year ( payment 1 time a year)

07/04/2050 - Bond has expired

Prospectus brochure of the bond Alberta Provinz XS2150179740 in EUR 1.5%, expired

Alberta is a western Canadian province known for its vast prairies, Rocky Mountains, oil sands, and vibrant cities like Calgary and Edmonton.

The Bond issued by Alberta Provincial ( Canada ) , in EUR, with the ISIN code XS2150179740, pays a coupon of 1.5% per year.
The coupons are paid 1 time per year and the Bond maturity is 07/04/2050

OFFERING CIRCULAR
11 December 2019

PROVINCE OF ALBERTA

U.S.$30,000,000,000
Global Medium Term Note Programme

Under this Global Medium Term Note Programme (the "Programme"), Her Majesty the Queen in right of Alberta (the "Province" or the
"Issuer") may from time to time issue notes (the "Notes") denominated in any currency agreed by the Issuer and the relevant Purchaser(s) (as
defined below). The Notes wil have such minimum or maximum maturity as may be al owed or required from time to time by the relevant central
bank (or equivalent body (however cal ed)) or any laws or regulations applicable to the relevant currency and, subject as set out herein, the
maximum aggregate nominal amount of al Notes from time to time outstanding will not exceed U.S.$30,000,000,000 (or its equivalent in other
currencies) calculated as described in the Programme Agreement (as defined below).

The Notes will be issued by the Issuer to one or more of the dealers specified below (each a "Dealer" and together the "Dealers", which
expression shall include any additional Dealer appointed under the Programme from time to time) on a continuing basis. Notes may also be
issued by the Issuer to third parties other than Dealers. Dealers and such third parties are referred to as "Purchasers".

Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme during the period of twelve months
following the date of this Offering Circular to be admitted to the official list of the Luxembourg Stock Exchange (the "Official List") 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 (as amended, "MiFID II"). The Programme provides that Notes 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 Purchaser(s) may agree as
specified in the applicable Pricing Supplement (as defined herein), subject to compliance with all applicable laws and the rules of such stock
exchange. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The applicable Pricing Supplement
will specify whether the Notes are to be listed or will be unlisted Notes.
This Offering Circular is a "prospectus" and the pricing supplement constitutes the "final terms" for the purposes of admission to listing on the
Official List and admission to trading of the Notes 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 16th July 2019 on prospectuses for securities, as amended. THIS OFFERING
CIRCULAR DOES NOT CONSTITUTE A PROSPECTUS FOR THE PURPOSES OF ARTICLE 4 OF REGULATION (EU) 2017/1129, AS
AMENDED OR SUPERSEDED (THE "PROSPECTUS REGULATION").
In relation to Notes offered in circumstances which would otherwise require the publication of a prospectus in accordance with the Prospectus
Directive, such Notes shall have a minimum denomination of not less than 100,000 (or its equivalent in other currencies).
See "Risk Factors" on pages 19 through 30 for a discussion of certain risks that should be considered in connection with an
investment in certain types of Notes which may be offered under the Programme.
This Offering Circular supersedes any previous prospectus or offering document in relation to the Programme. Any Notes issued under the
Programme on or after the date of this Offering Circular are issued subject to the provisions described herein. This Offering Circular does not
affect any Notes already in issue.

Arranger
TD Securities

Dealers
BMO Capital Markets
BofA Securities
CIBC Capital Markets
J.P. Morgan
National Bank of Canada Financial Markets
RBC Capital Markets
Scotiabank
TD Securities

Notes will be issued in bearer form ("Bearer Notes") or registered form ("Registered Notes"), as specified in the applicable Pricing Supplement.
Depending on their form and specified currency, Notes will be accepted for clearance through one or more clearing systems, as specified in the
applicable Pricing Supplement. These systems will include, outside Canada and the United States ("U.S."), Euroclear Bank SA/NV ("Euroclear") and
Clearstream Banking S.A. ("Clearstream, Luxembourg"); in Canada, CDS Clearing and Depository Services Inc. ("CDS"); and in the U.S., The
Depository Trust Company ("DTC").
The Notes of each Tranche of Bearer Notes will either initially be represented by a temporary global Bearer Note or, if agreed between the Issuer
and the relevant Purchaser (only in cases where otherwise permitted by applicable U.S. law), be represented by a permanent global Bearer Note,
which, in either case, will be deposited (i) if the temporary global Note is intended to be issued in new global note ("NGN") form as specified in the
applicable Pricing Supplement, with a common safekeeper (the "Common Safekeeper") for Euroclear and/or Clearstream, Luxembourg and (ii) if the
temporary global Note is intended to be issued in classic global note ("CGN") form as specified in the applicable Pricing Supplement, with a common
depositary for Euroclear and/or Clearstream, Luxembourg. Beneficial interests in a temporary global Bearer Note will be exchangeable, as specified
in the applicable Pricing Supplement, for either beneficial interests in a permanent global Bearer Note or definitive Bearer Notes only in the manner
and upon compliance with the procedures described under "Terms and Conditions of the Notes". U.S. holders would face adverse U.S. tax
consequences if Bearer Notes are held or beneficially owned by such holders. Prospective U.S. investors should consult their tax advisers regarding
an investment in Bearer Notes. Registered Notes will be represented by one or more permanent global Registered Notes which will be (i) in the case
of registered notes held under the new safekeeping structure for registered global securities ("NSS"), registered in the name of and delivered to the
Common Safekeeper for Euroclear and/or Clearstream, Luxembourg, (ii) in the case of registered notes not held under the NSS, registered in the
name of and deposited with a common depositary for Euroclear and/or Clearstream, Luxembourg, (iii) registered in the name of CDS & CO. or other
nominee for CDS and deposited with CDS and/or, (iv) in the case of any sales into the U.S. pursuant to Rule 144A ("Rule 144A") under the
Securities Act of 1933, as amended (the "Securities Act"), registered in the name of Cede & Co. or other nominee for DTC and deposited with the
Agent (as defined herein), as custodian for DTC, as the case may be.
Registered Notes may be initially placed in the U.S. to persons reasonably believed to be Qualified Institutional Buyers ("QIBs") within the meaning
of Rule 144A. Upon an initial placement of Registered Notes in the U.S., QIBs will receive delivery of interests in the Registered Notes through the
facilities of DTC. Subsequent transfers of interests in Registered Notes held through DTC may only be made to QIBs or pursuant to Rule 144, Rule
904 of Regulation S under the Securities Act ("Regulation S") or an effective registration statement, in each case under the Securities Act. Transfers
pursuant to Rule 904 of Regulation S of Registered Notes held through DTC will settle in Euroclear, Clearstream, Luxembourg or CDS through the
applicable global Registered Note in each such clearing system outside the U.S. QIBs may transfer interests in Registered Notes to QIBs through the
facilities of DTC.
Beneficial interests in a permanent global Bearer Note or in a permanent global Registered Note will be exchangeable for definitive Bearer Notes or
definitive Registered Notes, respectively, only in the limited circumstances described under "Terms and Conditions of the Notes - Definitive
Certificates".
2

IMPORTANT NOTICES
The Issuer has prepared this Offering Circular for the purposes of giving information with regard to the
Programme, the Notes to be issued thereunder and itself as the issuer of such Notes.
The Issuer accepts responsibility for the information contained in this Offering Circular and the
applicable Pricing Supplement for each Tranche of Notes issued under the Programme. To the best of
the knowledge and belief of the Issuer, having taken all reasonable care to ensure that such is the case,
the information contained in this Offering Circular is in accordance with the facts and contains no
omission likely to affect the import of such information.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Pricing Supplement in respect of the Notes may include a legend entitled "MIFID II PRODUCT
GOVERNANCE / TARGET MARKET" which will outline the target market assessment in respect of the
Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, selling or recommending the Notes (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 Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination will 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 Notes is a manufacturer in respect of
such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will
be a manufacturer for the purpose of the MIFID Product Governance Rules.
IMPORTANT - EEA RETAIL INVESTORS
If the Pricing Supplement in respect of any Notes includes a legend entitled "PRIIPS REGULATION
PROHIBITION OF SALES TO EEA RETAIL INVESTORS", the Notes 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; (ii) a customer
within the meaning of Directive (EU) 2016/97, (as amended) where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in the Prospectus Regulation. Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling those Notes
or otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling those Notes or otherwise making them available to any retail investor in the EEA may
be unlawful under the PRIIPs Regulation.
PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND FUTURES ACT
(CHAPTER 289 OF SINGAPORE)

In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (as
modified or amended from time to time or superseded, the "SFA") and the Securities and Futures
(Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), unless
otherwise stated in the Pricing Supplement in respect of any Notes and notified to the Dealers prior to
an offer of Notes, the Issuer has determined, and hereby notifies all relevant persons (as defined in
Section 309A(1) of the SFA), that the Notes are "prescribed capital markets products" (as defined in the
3

CMP 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). This notification or any such legend included in the relevant Pricing Supplement
will constitute notice to "relevant persons" for purposes of Section 309B(1)(c) of the SFA.

NOTICES REGARDING OFFERS IN THE EEA
This Offering Circular has been prepared on the basis that all offers of Notes in any member state (the
"Member States" and each, a "Member State") of the EEA will be made pursuant to an exemption under
the Prospectus Regulation from the requirement to produce or publish a prospectus for offers of Notes.
Accordingly, any person making or intending to make any offer within a Member State of Notes 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 Notes may only do so in
circumstances in which no obligation arises for the Issuer or for any of the Purchasers to publish a
prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to
Article 23 of the Prospectus Regulation, in each case, in relation to such offer. In relation to Notes
offered in a Member State in circumstances which would otherwise require publication of a prospectus
in accordance with the Prospectus Regulation, such Notes shall have a minimum denomination of not
less than 100,000 (or its equivalent in other currencies).
Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of
Notes 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 Regulation for such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of the
Notes through any financial intermediary, other than offers made by the relevant Dealers which
constitute the final placement of the Notes contemplated in the applicable Pricing Supplement.
If and to the extent that this Offering Circular is communicated in, or an offer of Notes under the
Programme is made in, any 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 Regulation or who are other persons to whom the offer may lawfully be addressed and
must not be acted upon by other persons in that Member State.
This Offering Circular is to be read in conjunction with all documents which are incorporated herein by
reference (see "Documents Incorporated by Reference"). This Offering Circular shall be read and
construed on the basis that such documents are so incorporated and form part of this Offering Circular.
Neither the Arranger nor any Dealer (as defined in "Summary of the Programme") has separately
verified the information contained herein. Accordingly, no representation, warranty or undertaking,
express or implied, is made and no responsibility is accepted by the Arranger or any of its affiliates or
any Dealer as to the accuracy or completeness of the information contained in this Offering Circular or
any other information provided by the Issuer in connection with the Notes. Neither the Arranger nor any
Dealer accepts any liability in relation to the information contained in this Offering Circular or any other
information provided by the Issuer in connection with the Notes or their distribution or for any acts or
omissions of the Issuer or any other person in connection with the issue and offering of the Notes.
No person is or has been authorised to give any information or to make any representation not
contained in or not consistent with this Offering Circular or any other information supplied in
connection with this Offering Circular or the Notes. None of the Issuer, the Arranger or any Dealer takes
4

any responsibility for, or provides any assurance as to the reliability of, any information that others may
give you or any representation that others may make.
Neither this Offering Circular nor any other information supplied in connection with the Notes is
intended to provide the basis of any credit or other evaluation and should not be considered as
recommendations by the Issuer, the Arranger or any Dealer that any recipient of this Offering Circular
or any other information supplied in connection with the Notes, should purchase any of the Notes. Each
investor contemplating purchasing any of the Notes should make its own independent investigation of
the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither
this Offering Circular nor any other information supplied in connection with the Notes constitutes an
offer or invitation by or on behalf of the Issuer, the Arranger or any Dealer to any person to purchase
any of the Notes.
None of the Arranger, the Dealers or any of their affiliates have authorised the whole or any part of this
Offering Circular and none of them makes any representation or warranty or accepts any responsibility
as to the accuracy or completeness of the information contained in this Offering Circular. Neither the
delivery of this Offering Circular, the Pricing Supplement nor the offering, sale or delivery of any Notes
shall, in any circumstances, create any implication that the information contained in this Offering
Circular is true subsequent to the date hereof or the date upon which this Offering Circular has been
most recently amended or supplemented or that there has been no adverse change in the prospects or
financial or trading position of the Issuer since the date hereof, or, as the case may be, the date upon
which this Offering Circular has been most recently amended or supplemented or that any other
information supplied in connection with the Programme is correct at any time subsequent to the date
on which it is supplied or, if different, the date indicated in the document containing the same. The
Arranger and the Dealers expressly do not undertake to review the financial condition or affairs of the
Issuer during the life of the Programme or advise any investor in the Notes of any information coming
to their attention. Each recipient of this Offering Circular or any Pricing Supplement shall be taken to
have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
This Offering Circular may not be used for the purpose of an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful
to make such offer or solicitation. The distribution of this Offering Circular, any Pricing Supplement and
the offer or sale of the Notes may be restricted by law in certain jurisdictions. Persons into whose
possession this Offering Circular, any Notes or any other offering materials come must inform
themselves about, and observe, any such restrictions. This Offering Circular does not constitute, and
may not be used for or in connection with, an offer to any person to whom it is unlawful to make such
an offer or a solicitation by anyone not authorised so to act. In particular, there are restrictions on the
distribution of this Offering Circular and the offer or sale of the Notes in Canada, the U.S., the European
Economic Area (including the United Kingdom, Belgium, France, Italy and The Netherlands), China,
Japan, Hong Kong, Singapore, Macau and Taiwan (see "Subscription and Sale"). None of the Issuer, the
Arranger or any Dealer represent that this Offering Circular may be lawfully distributed, or that Notes
may be lawfully offered, in compliance with any applicable registration or other requirements in any
jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or any
Dealer, which would permit a public offering of any Notes or distribution of this Offering Circular in any
jurisdiction where action for that purpose is required. Accordingly, Notes 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 all offers
and sales by them will be made on the same terms.
5

The Notes have not been and will not be registered under the Securities Act and include Notes in bearer
form that are subject to U.S. federal income tax law requirements. Subject to certain exceptions, Notes
may not be offered, sold or delivered within the U.S. or to U.S. persons (as defined in Regulation S
under the Securities Act) (see "Subscription and Sale").
In this Offering Circular, references to "Cdn.$" and "Canadian dollars" are to Canadian dollars,
references to "" and "euro" are to the currency of the member states of the EU that adopt the single
currency in accordance with the Treaty on the functioning the EU, as amended by the Treaty on
European Union, as amended, references to "£" and "sterling" are to United Kingdom pounds sterling,
references to "U.S.$" and "U.S. dollars" are to United States dollars, references to "¥" and "yen" are to
Japanese yen and references to "CNY", "RMB" and "Renminbi" are to the lawful currency of the
People's Republic of China ("PRC" or "China") which, for the purposes of this Offering Circular,
excludes the Hong Kong Special Administrative Region of the PRC ("Hong Kong"), the Macau Special
Administrative Region of the PRC and Taiwan. References herein to the "European Economic Area" or
"EEA" are to the Member States of the EU together with Iceland, Norway and Liechtenstein.
THE PURCHASE OF NOTES MAY INVOLVE SUBSTANTIAL RISK AND MAY BE SUITABLE ONLY FOR
INVESTORS WHO HAVE THE KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS
MATTERS NECESSARY TO ENABLE THEM TO EVALUATE THE RISKS AND THE MERITS OF AN
INVESTMENT IN THE NOTES. PRIOR TO MAKING AN INVESTMENT DECISION, PROSPECTIVE
INVESTORS SHOULD CONSIDER CAREFULLY, IN LIGHT OF THEIR OWN FINANCIAL CIRCUMSTANCES
AND INVESTMENT OBJECTIVES, (I) ALL THE INFORMATION SET FORTH IN THIS OFFERING
CIRCULAR AND, IN PARTICULAR, THE CONSIDERATIONS SET FORTH BELOW AND (II) ALL THE
INFORMATION SET FORTH IN THE APPLICABLE PRICING SUPPLEMENT. PROSPECTIVE INVESTORS
SHOULD MAKE SUCH ENQUIRIES AS THEY DEEM NECESSARY, INCLUDING (WITHOUT LIMITATION)
WITH THEIR OWN FINANCIAL, TAX AND LEGAL ADVISERS, WITHOUT RELYING ON THE ISSUER OR
ANY DEALER.

The Notes may not be suitable for all investors. Each potential investor in the Notes must determine
the suitability of that investment in light of its own circumstances. In particular, each potential investor,
either on its own or with the help of its financial or other professional advisers, should consider
whether it:

(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained in this Offering
Circular;

(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on
its overall investment portfolio;

(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes with principal or interest payable in one or more currencies, or where the
currency for principal or interest payments is different from the potential investor's currency;

(iv)
understands thoroughly the terms of the Notes and be familiar with the behaviour of any
relevant indices and financial markets; and

(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may
affect its investment and its ability to bear the applicable risks.
6

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) Notes are legal investments for it, (2) Notes can be used as
collateral for various types of borrowing, (3) Notes can be used as repo-eligible securities, and (4) other
restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their
legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any
applicable risk-based capital or similar rules.

IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, A DEALER OR DEALERS NAMED AS
A STABILISATION MANAGER IN THE APPLICABLE PRICING SUPPLEMENT (THE "STABILISATION
MANAGER(S)") (OR PERSON(S) ACTING ON BEHALF OF ANY STABILISATION MANAGERS(S)) MAY
OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET
PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, STABILISATION MAY NOT NECESSARILY OCCUR. ANY STABILISATION ACTION MAY
BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE
OFFER OF THE RELEVANT TRANCHE OF NOTES 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 NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE
RELEVANT TRANCHE OF NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE
CONDUCTED BY THE RELEVANT STABILISATION MANAGER(S) (OR PERSON(S) ACTING ON BEHALF
OF ANY STABILISATION MANAGER(S)) IN ACCORDANCE WITH ALL OTHER APPLICABLE LAWS AND
RULES.

CREDIT RATINGS

The Programme has been rated A+ by S&P Global Ratings, acting through S&P Global Ratings Canada, a
business unit of S&P Global Canada Corp. ("Standard & Poor's Canada") and Aa2 by Moody's Investors
Service, acting through Moody's Canada Inc. ("Moody's Canada"). Notes issued under the Programme may be
rated or unrated. When a Series of Notes is rated, such rating may be specified in the applicable Pricing
Supplement. When a Series of Notes is rated, such rating will not necessarily be the same as the rating
assigned to the Programme. A security rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, change or withdrawal at any time by the assigning rating agency and each rating should
be evaluated independently of any other rating.
7

CONTENTS

Page
Overview of the Programme ................................................................................................................................

.....
9
Risk Factors ..............................................................................................................................................................
19
Documents Incorporated by Reference ....................................................................................................................
31
Information Concerning Forward-Looking Statements .............................................................................................
33
Supplementary Offering Circular ..............................................................................................................................
34
Issue Procedures ......................................................................................................................................................
35
Form of Pricing Supplement ................................................................................................................................

....
38
Terms and Conditions of the Notes ..........................................................................................................................
53
Clearance and Settlement ................................................................................................................................
........
85
Use of Proceeds .......................................................................................................................................................
92
Description of the Province ................................................................................................................................
.......
93
Subscription and Sale ...............................................................................................................................................
96
Canadian Income Tax Considerations ......................................................................................................................
105
Certain United States Federal Income Tax Consequences .....................................................................................
107
The Proposed Financial Transactions Tax ...............................................................................................................
116
General Information ..................................................................................................................................................
117

8

OVERVIEW OF THE PROGRAMME

This overview must be read as an introduction to this Offering Circular and any decision to invest in
any Notes 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 Notes wil be the terms and conditions
substantially in the form set out under "Terms and Conditions of the Notes" as supplemented, modified or
replaced by the Pricing Supplement applicable thereto and, in respect of any Notes represented by any Note in
global form (a "Global Note"), by the provisions of such Global Note. Words and expressions defined in "Issue
Procedures", "Form of Pricing Supplement" and "Terms and Conditions of the Notes" below shal have the same
meanings in this overview.

Issuer:
The Province of Alberta
The Province of Alberta is the fourth largest province in both area
and population of the ten Canadian provinces after Quebec,
Ontario and British Columbia. Alberta's total area is about 660,000
square kilometers (255,000 square miles), of which some 17,000
square kilometers (6,500 square miles) are covered by lakes.
Alberta is bounded on the west by British Columbia, the most
westerly province, on the east by Saskatchewan, on the south by
Montana and on the north by the Northwest Territories. The terrain
includes dry lands in the southeastern portion of the Province, a
mountainous region with coniferous forest running along the
western border, prairie grasslands in central and southern Alberta
and mixed woodlands in northern and central Alberta.

Description:
Continuously offered Global Medium Term Note Programme.

Issuer Legal Entity Identifier (LEI):
LQPXMHHNJKIPJYE53543

Arranger:
The Toronto-Dominion Bank

Dealers:
BMO Capital Markets Corp.
CIBC World Markets plc
J.P. Morgan Securities plc
Merrill Lynch International
National Bank Financial Inc.
RBC Europe Limited
Scotiabank Europe plc
The Toronto-Dominion Bank

and any other Dealers appointed from time to time by the Issuer in
accordance with the Programme Agreement either generally in
respect of the Programme or in relation to a particular Tranche of
Notes.

Notes may also be issued by the Issuer to third parties other than
9

Dealers on the basis of enquiries made by such third parties to the
Issuer (see "Subscription and Sale").

Issuing and Principal

Paying Agent and Exchange

Agent:
Citibank, N.A., London Branch

Registrar:
Citigroup Global Markets Europe AG

Paying Agent and Transfer Agent:
Citibank Europe PLC

Programme Size:
The maximum aggregate nominal amount of al Notes from time to
time outstanding will not exceed U.S.$30,000,000,000 (or its
equivalent in other currencies calculated as described in the
Programme Agreement). The Issuer will have the option at any
time to increase the amount of the Programme in accordance with
the terms of the Programme Agreement (as defined under
"Subscription and Sale").

Method of Distribution:
Notes may be distributed by way of private placement or (subject
to any selling restrictions) public offering and in each case on a
syndicated or non-syndicated basis. The method of distribution of
each Tranche of Notes will be stated in the applicable Pricing
Supplement.

Notes will be issued on a continuous basis in series (each a
"Series"). The Notes comprising each Series will be denominated
in the same currency, have one or more issue dates, the same
maturity date and will bear interest (if any) on the same basis and
at the same rate (except in respect of the first payment of interest)
and on terms otherwise identical. The Notes of each Series are
intended to be interchangeable with all other Notes of that Series.
The Notes of any Series with the same issue date and interest
commencement date wil comprise a tranche (a "Tranche"). The
applicable Pricing Supplement will be published in respect of each
Tranche.
The Issuer may agree with any Purchaser that Notes may be
issued in a form or with terms and conditions not contemplated by
the Terms and Conditions of the Notes, in which event the relevant
provisions wil be included in the applicable Pricing Supplement,
which will replace, modify or supplement the Terms and
Conditions.
Notes shall be issued in compliance with applicable regulations
and guidelines from time to time. See "Subscription and Sale".

Currencies:
Subject to compliance with applicable legal and/or regulatory
requirements, Notes may be denominated in any currency
including, without limitation, euro, sterling, Canadian dollars, U.S.
10