Bond Ontario Province 0.25% ( XS2351088955 ) in EUR

Ontario Province

100 % ▲

Canada

XS2351088955 ( in EUR )

0.25% per year ( payment 1 time a year)

09/06/2031 - Bond has expired

Prospectus brochure of the bond Ontario Provinz XS2351088955 in EUR 0.25%, expired

100 000 EUR

1 000 000 000 EUR

Ontario is Canada's most populous province, boasting a diverse economy, vibrant culture, and abundant natural resources.

The Canadian Province of Ontario, a prominent sub-sovereign issuer globally recognized for its robust and diversified economy that significantly contributes to Canada's national GDP, recently concluded the lifecycle of its Euro-denominated bond identified by ISIN XS2351088955. This obligation, originally issued with a total size of ?1,000,000,000 and available in minimum lots of ?100,000, featured a 0.25% annual coupon. Having reached its maturity on June 9, 2031, the bond has been fully repaid at 100% of its principal value, marking its successful redemption.

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 8 of Regulation (EU) 2017/1129 (the
"Prospectus Regulation").
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 following 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 all 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 of 16 July 2019 on prospectuses for securities. THIS
DOCUMENT DOES NOT CONSTITUTE A PROSPECTUS FOR THE PURPOSES OF THE PROSPECTUS REGULATION.
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 Securities
BMO Capital Markets
BNP PARIBAS
CIBC Capital Markets
Citigroup
Credit Suisse AG
Deutsche Bank
Goldman Sachs International
HSBC
J.P. Morgan
Morgan Stanley
Natixis
RBC Capital Markets
Scotiabank

TD Securities
March 9, 2023

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 all 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 of the European Economic Area ("EEA") (the "Relevant Member States" and each, a "Relevant
Member State") will be made pursuant to an exemption under the Prospectus Regulation 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 Regulation or supplement a prospectus pursuant to
Article 23 of the Prospectus Regulation, in each case, in relation to such offer and none of the Issuer
nor any Dealer has authorised, nor do they authorise, the making of an offer of Instruments in any
other circumstances.
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 Regulation, such Instruments
shall either have a minimum denomination of not less than EUR100,000 (or its equivalent in other
currencies) or be offered solely to qualified investors within the meaning of the Prospectus Regulation.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, 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 Regulation for such offer. Neither
the Issuer nor any Dealers have authorised, nor do they authorise, 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 Relevant 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 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 any Relevant Member State. 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, 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 (the "PRIIPs Regulation") for offering or selling the Instruments or otherwise making them
available to retail investors in the Relevant Member States has been prepared and therefore offering
or selling the Instruments or otherwise making them available to any retail investor in the Relevant
Member States 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, selling
or recommending the Instruments (for the purposes of this paragraph, 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 will be made in relation to each issue of a Tranche of Instruments about whether, for
the purpose of the MiFID II Product Governance rules under Commission Delegated Directive (EU)
2017/593 (the "MiFID II Product Governance Rules"), any Dealer subscribing for such 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 purposes of the MIFID II
Product Governance Rules.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET
The Pricing Supplement in respect of any Instruments may include a legend entitled "UK MiFIR
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, selling or recommending the Instruments (for the purposes of this paragraph, a "UK
distributor") should take into consideration the target market assessment; however, a distributor
subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the ''UK
MiFIR Product Governance Rules'') 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 will be made in relation to each issue of a Tranche Instruments about whether, for the
purpose of the UK MiFIR Product Governance Rules, any Dealer subscribing for such 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 purposes of the UK
MiFIR Product Governance Rules.
NOTIFICATION UNDER SECTION 309B(1)(C) OF THE SECURITIES AND FUTURES ACT 2001 OF
SINGAPORE (AS MODIFIED OR AMENDED FROM TIME TO TIME, THE "SFA")
Unless otherwise stated in the applicable Pricing Supplement in respect of any Instruments, all
Instruments issued or to be issued under the Programme shall be prescribed capital markets products
(as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded
Investment Products (as defined in the Monetary Authority of Singapore ("MAS") Notice SFA 04-N12:
Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations
on Investment Products).
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.
ii

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
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 authorised 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 lawfully distributed, or that any Instruments may be
iii

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 all 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 will 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 EEA (including Italy and
Belgium), the UK, Switzerland, Japan, Hong Kong and Singapore - see "Subscription and Sale".
This document is for distribution only to persons who (i) have professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services and Markets Act, 2000
(Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons
falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of
the Financial Promotion Order, (iii) are outside the UK, or (iv) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise
lawfully be communicated or caused to be communicated (all such persons together being referred to
as "relevant persons"). This document is directed only at relevant persons and must not be acted on
or relied on by persons who are not relevant persons. Any investment or investment activity to which
this document relates is available only to relevant persons and will be engaged in only with relevant
persons.
IMPORTANT NOTICE TO INVESTORS IN BELGIUM
The Instruments are not intended to be advertised, offered, sold, resold, transferred, delivered or
otherwise made available and should not be offered, sold, resold, transferred, delivered or otherwise
made available to any individual in Belgium qualifying as a consumer within the meaning of Article
I.1.2° of the Belgian Code of Economic Law, as amended from time to time.
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 shall 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 will be set forth in the Pricing Supplement.
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
iv

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"), Aa3 by
Moody's Canada Inc. ("Moody's"), AA (low) by DBRS Limited ("DBRS") and AA- by Fitch Ratings,
Inc. ("Fitch").
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 will 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 investor
should not invest in Instruments unless it has the expertise (either alone or with the help of a financial
advisor) to evaluate how the Instruments will perform under changing conditions, the resulting effects
on the value of such Instruments and the impact this investment will have on the potential investor's
overall investment portfolio.
v

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 advisors 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 advisors 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 UK. 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-allotment 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 allotment 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 and will be undertaken at the offices of the Stabilising Manager(s) (or
persons acting on their behalf) and on the Euro MTF Market or other relevant stock exchange or
market.
vi

TABLE OF CONTENTS
OVERVIEW OF THE PROGRAMME ..................................................................................................... 1
DOCUMENTS INCORPORATED BY REFERENCE .............................................................................. 7
RISK FACTORS ...................................................................................................................................... 9
TERMS AND CONDITIONS OF THE INSTRUMENTS ........................................................................ 21
PROVINCE OF ONTARIO .................................................................................................................... 63
USE OF PROCEEDS ............................................................................................................................ 63
TAXATION ............................................................................................................................................ 64
SUBSCRIPTION AND SALE ................................................................................................................ 66
PRO-FORMA PRICING SUPPLEMENT ............................................................................................... 72
GENERAL INFORMATION ................................................................................................................... 90

vii

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 shall
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 2021,
Ontario's manufacturing sales totaled about $310.8 billion or 43.1% of the
Canadian total. Ontario's household disposable income per capita in 2021 was
$38,372.

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, 2022 was
15.1 million, or 38.8% of Canada's population of 38.9 million. Since 2002, the
populations of Ontario and Canada have both increased at an average annual
rate of 1.1%. Although it constitutes only 12% of the area of the Province,
southern Ontario is home to approximately 94.6% of its population (as of July
1, 2022). The population of the Greater Toronto Area, the most populous
metropolitan area in Canada, was estimated to be 7.2 million on July 1, 2022.
Issuer's Legal
C7PVKCRGLG18EBQGZV36
Entity Identifier:
Arranger:
The Toronto-Dominion Bank
Dealers:
Bank of Montreal, London Branch, Barclays Bank PLC, BNP Paribas,
Canadian Imperial Bank of Commerce, London Branch, Citigroup Global
Markets Limited, Credit Suisse AG, Deutsche Bank Aktiengesellschaft,
Goldman Sachs International, HSBC Bank plc, J.P. Morgan Securities plc,
Merrill Lynch International, Morgan Stanley & Co. International plc, Natixis,
RBC Europe Limited, The Bank of Nova Scotia, London Branch, 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
1

under prospectuses or other offering documents prepared in relation to the
Programme prior to the date of this Offering Circular that remain outstanding)
will not exceed CAD32,000,000,000 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,
2023 (the "Amended and Restated Dealership Agreement").
Issuance in
Instruments will 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. All 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 will be
consolidated and form a single Series with the outstanding Instruments of that
Series.

Each Tranche will 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),
initially be represented by a temporary global Instrument without interest
coupons, which will, on the issue date of the relevant Tranche (a) if the
applicable Pricing Supplement indicates 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 indicates 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")
2