Obbligazione Ontarian Province 1.95% ( CA68323ADL58 ) in CAD

Ontarian Province

100 CAD ⇌

Canada

CA68323ADL58 ( in CAD )

1.95% per anno ( pagato 1 volta l'anno)

27/01/2023 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Province of Ontario CA68323ADL58 in CAD 1.95%, scaduta

1 000 CAD

1 550 000 000 CAD

68323ADL5

L'Ontario è la provincia più popolosa del Canada, situata nella parte orientale del paese e caratterizzata da una grande varietà di paesaggi, da grandi città come Toronto a vasti spazi naturali come le regioni dei Grandi Laghi e la Canadian Shield.

The Obbligazione issued by Ontarian Province ( Canada ) , in CAD, with the ISIN code CA68323ADL58, pays a coupon of 1.95% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 27/01/2023

424B2
424B2 1 d297204d424b2.htm 424B2
Table of Contents
Filed pursuant to Rule 424(b)(2)
of the Securities Act of 1933
Nos. 333-209852 and
333-165529
Prospectus Supplement to Prospectus dated April 11, 2016
C$800,000,000

Province of Ontario
(Canada)
1.95% Bonds due January 27, 2023

We will pay interest on the Bonds at the rate of 1.95% per year. Interest will be paid on January 27 and July 27 of each year, beginning on
July 27, 2017. The Bonds will mature on January 27, 2023. We may not redeem the Bonds before maturity, unless specified events occur
involving Canadian taxation.
The Bonds offered hereby are a further issuance of, will form a single series with and will be fully fungible with, the outstanding
C$750,000,000 aggregate principal amount of 1.95% Bonds due January 27, 2023 that were issued on January 29, 2016 (the "Existing Bonds").
Upon completion of this offering, we will have C$1,550,000,000 aggregate principal amount of outstanding 1.95% Bonds due January 27, 2023.
Application will be made for the Bonds offered by this Prospectus Supplement to be admitted to the Official List of the Luxembourg Stock
Exchange and for such Bonds to be admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange. The Euro MTF Market of
the Luxembourg Stock Exchange is not a regulated market for purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC).
Unless the context otherwise requires, references in this Prospectus Supplement to the Bonds being "listed" shall mean that the Bonds have been
admitted to trading on the Euro MTF Market and have been admitted to the Official List of the Luxembourg Stock Exchange. We have undertaken
to the underwriters to use all reasonable efforts to have the Bonds listed on the Euro MTF Market of the Luxembourg Stock Exchange on or as
soon as possible after the closing of the issue. We cannot guarantee that these applications will be approved, and settlement of the Bonds is not
conditional on obtaining the listing.
Investing in the Bonds involves risks. See "Risk Factors" beginning on page S-7.

Neither the Securities and Exchange Commission (the "SEC") nor any other regulatory authority has approved or disapproved of
these securities or passed upon the accuracy or adequacy of this prospectus supplement dated January 26, 2017 (the "Prospectus
Supplement") and the accompanying basic prospectus dated April 11, 2016 (the "Basic Prospectus"). Any representation to the contrary is
a criminal offense.

Per Bond
Total

Public Offering Price (1)

99.412%
C$795,296,000
Underwriting Discount

0.150%
C$
1,200,000
Proceeds, before expenses, to Ontario (1)

99.262%
C$794,096,000

(1)
Plus accrued interest from and including January 27, 2017, the last date on which interest was paid on the Existing Bonds, to but excluding
February 2, 2017. Such accrued interest must be paid by the purchasers of the Bonds.

https://www.sec.gov/Archives/edgar/data/74615/000119312517021930/d297204d424b2.htm[1/27/2017 4:37:42 PM]

424B2
The underwriters expect to deliver the Bonds in book-entry form through CDS Clearing and Depository Services Inc., and its participants,
including Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V., on or about February 2, 2017.

BofA Merrill Lynch

HSBC

RBC Capital Markets

TD Securities
BMO Capital Markets

Desjardins Capital Markets
Casgrain & Company

CIBC Capital Markets

National Bank Financial Markets

Scotiabank
Canaccord Genuity

Laurentian Bank Securities

Prospectus Supplement dated January 26, 2017
Table of Contents
The words "the Province", "we", "our", "ours" and "us" refer to the Province of Ontario.
References in this Prospectus Supplement to the European Economic Area and Member States of the European Economic Area are to the
member states of the European Union together with Iceland, Norway and Liechtenstein.
Unless otherwise specified or the context otherwise requires, references in this Prospectus Supplement to "C$" and "Canadian dollars" are to
lawful money of Canada and "US$" and "U.S. dollars" are to lawful money of the United States of America. The noon exchange rate between the
US$ and the Canadian dollar published by the Bank of Canada on January 26, 2017 was approximately C$1.00 = US$0.7631.

IMPORTANT INFORMATION FOR INVESTORS
We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
Before making an investment decision, you should consult your legal and investment advisers regarding any restrictions or concerns that may
pertain to you and your particular jurisdiction.
The Basic Prospectus contains or incorporates by reference information about us and other matters, including a description of some of the
terms of our Bonds, and should be read together with this Prospectus Supplement. We have not, and the underwriters have not, authorized anyone
to provide any information other than that incorporated by reference or contained in the Basic Prospectus or this Prospectus Supplement or in any
free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no
assurance as to the reliability of, any other information that persons other than those authorized by us may give you.
In connection with the issue of the Bonds, the underwriters (or persons acting on their behalf) may over-allot Bonds or effect transactions
with a view to supporting the market price of the Bonds at a level higher than that which might otherwise prevail. However, there is no assurance
that the underwriters (or persons acting on their behalf) will undertake stabilization action. Any stabilization action may begin on or after the date
on which adequate public disclosure of the terms of the offer of the Bonds is made and, if begun, may be ended at any time, but it must end no
later than the earlier of 30 days after the issue date of the Bonds and 60 days after the date of the allotment of the Bonds. Any stabilization action or
over-allotment must be conducted by the relevant underwriter (or persons acting on their behalf) in accordance with all applicable laws and rules.
We expect that delivery of the Bonds will be made against payment therefor on or about the date specified on the cover page of this
Prospectus Supplement, which is five business days following the date of pricing of the Bonds (such settlement cycle being herein referred to as
"T+5"). You should note that the trading of the Bonds on the date of pricing or the next succeeding business day may be affected by the T+5
settlement. See "Underwriting."
The Bonds may not be a suitable investment for all investors
Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In particular, each
potential investor should:

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

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

S-2
Table of Contents
https://www.sec.gov/Archives/edgar/data/74615/000119312517021930/d297204d424b2.htm[1/27/2017 4:37:42 PM]

424B2
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an

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

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

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

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

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

that may affect its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict investments in, or the ability to pledge, the Bonds, limiting the market for resales
The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain
authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) the Bonds are legal investments
for it, (2) the Bonds can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Bonds.
Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Bonds under any
applicable risk-based capital or similar rules. These restrictions may limit the market for the Bonds.

You may assume that the information appearing in this Prospectus Supplement and the Basic Prospectus, as well as the information we
previously filed with the SEC, and incorporated by reference, is accurate in all material respects as of the date of such document.
We have filed a registration statement with the SEC covering the portion of the Bonds to be sold in the United States or in circumstances
where registration of the Bonds is required. For further information about us and the Bonds, you should refer to our registration statement and its
exhibits. This Prospectus Supplement and the Basic Prospectus summarize material provisions of the agreements and other documents that you
should refer to. Because the Prospectus Supplement and the Basic Prospectus may not contain all of the information that you may find important,
you should review the full text of these documents and the documents incorporated by reference in the Basic Prospectus.
We file reports and other information with the SEC in the United States. You may read and copy any document we file at the SEC's public
reference room in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for more information about the public reference room and the
applicable copy charges. Information filed by the Province is also available from the SEC's Electronic Document Gathering and Retrieval System
(http://www.sec.gov), which is commonly known by the acronym EDGAR, as well as from commercial document retrieval services.

S-3
Table of Contents
TABLE OF CONTENTS

Page
PROSPECTUS SUPPLEMENT

Summary of the Offering
S-5
Risk Factors
S-7
Use of Proceeds
S-9
Description of Bonds
S-10
Clearing and Settlement
S-16
Taxation
S-18
Underwriting
S-22
Legal Matters
S-26
Authorized Agent
S-27
Forward-Looking Statements
S-27
General Information
S-27
PROSPECTUS

About This Prospectus

3
Where You Can Find More Information

3
Forward-Looking Statements

4
Province of Ontario

4
https://www.sec.gov/Archives/edgar/data/74615/000119312517021930/d297204d424b2.htm[1/27/2017 4:37:42 PM]

424B2
Description of Debt Securities

4
Use of Proceeds

11
Plan of Distribution

11
Debt Record

12
Legal Matters

12
Authorized Agent

12
Experts and Public Official Documents

12

S-4
Table of Contents
SUMMARY OF THE OFFERING
This summary must be read as an introduction to this Prospectus Supplement and the accompanying Basic Prospectus, and any decision
to invest in the Bonds should be based on a consideration of such documents taken as a whole, including the documents incorporated by
reference.

Issuer
The Province of Ontario.
Aggregate principal
amount
C$800,000,000

Interest rate
1.95% per year.

Maturity date
January 27, 2023.

Interest payment dates
January 27 and July 27 of each year, beginning on July 27, 2017. Interest will accrue from January 27,
2017, the last date on which interest was paid on the Existing Bonds.

Single Series
The Bonds offered hereby are a further issuance of, will form a single series with and will be fully
fungible with our outstanding C$750,000,000 1.95% Bonds due January 27, 2023 that were issued on
January 29, 2016. Upon completion of this offering, we will have C$1,550,000,000 aggregate principal
amount of outstanding 1.95% Bonds due January 27, 2023.

Redemption
We may not redeem the Bonds prior to maturity, unless specified events occur involving Canadian
taxation.

Proceeds
After deducting the underwriting discount and our estimated expenses of C$118,668 our net proceeds
will be approximately C$793,977,332. The net proceeds of the Bonds will be used for projects that have
environmental benefits as further described under "Use of Proceeds."

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

Listing
We will apply to have the Bonds admitted to trading on the Euro MTF Market of the Luxembourg Stock
Exchange. We have undertaken to the underwriters to use all reasonable efforts to have the Bonds
admitted to the Official List of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock
Exchange's Euro MTF Market on or as soon as possible after the closing of the issue. We cannot
guarantee that the listing will be approved, and settlement of the Bonds is not conditional on obtaining the
listing. The Euro MTF Market is not a regulated market for purposes of the Markets in Financial
Instruments Directive.
Form of Bond and
settlement
The Bonds will be issued in the form of one or more fully registered permanent global bonds registered
in the name of CDS & Co., as nominee of CDS Clearing and Depository Services Inc. ("CDS"), and will
be recorded in a register held by BNY Trust Company of Canada, as Registrar. Beneficial interests in the
global bonds will be represented through book-entry accounts of financial institutions

https://www.sec.gov/Archives/edgar/data/74615/000119312517021930/d297204d424b2.htm[1/27/2017 4:37:42 PM]

424B2

S-5
Table of Contents
acting on behalf of beneficial owners as direct and indirect participants in CDS. Investors may elect to
hold interests in the global bonds through any of CDS (in Canada), Clearstream Banking, société
anonyme, known as Clearstream, or Euroclear Bank S.A./N.V., known as Euroclear (in Europe and in

Asia), if they are participants in such systems, or indirectly through organizations which are participants
in such systems. Clearstream and Euroclear will hold interests through Canadian Subcustodians (as
defined below).

Except in limited circumstances, investors will not be entitled to have Bonds registered in their names,

will not receive or be entitled to receive Bonds in definitive form and will not be considered registered
holders thereof under the fiscal agency agreement.

Bonds will only be sold in minimum aggregate principal amounts of C$5,000 and integral multiples of

C$1,000 for amounts in excess of C$5,000. Initial settlement for the Bonds will be made in immediately
available funds. Principal of and interest on the Bonds are payable in Canadian dollars.

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

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

Risk factors
We believe that the following factors represent the principal risks inherent in investing in the Bonds: an
active trading market for the Bonds may not be maintained; the Bonds are subject to modification and
waiver of conditions in certain circumstances; exchange rates may affect the value of judgments in
Canadian currency; because the Bonds are held by or on behalf of CDS, investors will have to rely on its
procedures for transfer, payment and communication with us; the laws governing the Bonds may change;
investors may be subject to exchange rate risks and exchange controls; and we have ongoing normal
course business relationships with some of the underwriters and their affiliates that could create the
potential for, or perception of, conflict among the interests of underwriters and prospective investors.

Qualified Reopening
This offering of the Bonds is expected to qualify as a "qualified reopening" of the Existing Bonds for
United States federal income tax purposes and therefore will be treated as part of the same issue and as
having the same issue date and issue price as the Existing Bonds. See "Taxation -- United States
Taxation."
We may be contacted at the Ontario Financing Authority, 1 Dundas Street West, 14th Floor, Toronto, Ontario, Canada M5G 1Z3. Our
telephone number is (416) 325-8142.

S-6
Table of Contents
RISK FACTORS
https://www.sec.gov/Archives/edgar/data/74615/000119312517021930/d297204d424b2.htm[1/27/2017 4:37:42 PM]

424B2
We believe that the following factors may be material for the purpose of assessing the market risks associated with the Bonds and the risks
that may affect our ability to fulfill our obligations under the Bonds.
We believe that the factors described below represent the principal risks inherent in investing in the Bonds but we do not represent that the
statements below regarding the risks of holding any Bonds are exhaustive. Prospective investors should also read the detailed information set out
elsewhere in this Prospectus Supplement and the Basic Prospectus (including any documents deemed to be incorporated by reference herein or
therein) and reach their own views prior to making any investment decision.
An active trading market for the Bonds may not be maintained
If the Bonds are traded after their issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest
rates, the market for similar securities, general economic conditions and our financial condition. Investors may not be able to sell their Bonds at
prices that will provide them with a yield comparable to similar investments that have a more highly developed secondary market. We have
undertaken to the underwriters to use all reasonable efforts to have the Bonds listed on the Euro MTF Market of the Luxembourg Stock Exchange
as soon as possible after the closing of the issue. We cannot guarantee that these applications will be approved, and settlement of the Bonds is not
conditional on obtaining the listing.
The Bonds are subject to modification and waiver of conditions in certain circumstances
The terms of the Bonds contain provisions for calling meetings of bondholders to consider matters affecting their interests generally. These
provisions permit defined majorities to bind all bondholders including bondholders who did not attend and vote at the relevant meeting and
bondholders who voted in a manner contrary to the majority.
The terms of the Bonds also provide that the parties to the fiscal agency agreement will be able to enter into agreements supplemental to the
fiscal agency agreement to create and issue further bonds ranking pari passu with the Bonds in all respects, or in all respects other than in respect
of the date from which interest will accrue and the first interest payment date, and that such further bonds shall be consolidated and form a single
series with the Bonds and shall have the same terms as to status, redemption or otherwise as the Bonds.
The terms of the Bonds also provide that the parties to the fiscal agency agreement will be able to amend the fiscal agency agreement and the
Bonds without notice to or consent of the bondholders for the purpose of curing ambiguity or curing, correcting or supplementing any defective
provisions therein, or effecting the issue of further bonds as described above or in any other manner the parties to the fiscal agency agreement may
deem necessary or desirable and which will not, in their reasonable opinion, adversely affect the interests of the bondholders.
Exchange rates may affect the value of judgments in Canadian currency
The Currency Act (Canada) precludes a court in Canada from giving judgment in any currency other than Canadian currency. In Ontario, the
court's judgment may be based on a rate of exchange determined in accordance with section 121 of the Courts of Justice Act (Ontario), which rate
of exchange is usually a rate in existence on the business day immediately preceding the date of payment of the judgment. Holders would bear the
risk of exchange rate fluctuations between the time the Canadian dollar amount of the judgment is calculated and the time the holders receive
payment.

S-7
Table of Contents
Because the Bonds are held by or on behalf of CDS, investors will have to rely on its procedures for transfer, payment and communication with
us
The Bonds will be issued in the form of one or more fully registered global bonds which will be deposited with CDS or its nominee. Except
in limited circumstances, investors will not be entitled to receive Bonds in definitive form. CDS or its participants will maintain records of the
beneficial interests in the Bonds. Investors will be able to trade their beneficial interests only through CDS.
We will discharge our payment obligations under the Bonds by making payments to CDS for distribution to its account holders. A holder of a
beneficial interest in the Bonds must rely on the procedures of CDS and its participants to receive payments under the Bonds. We have no
responsibility or liability for (i) the records relating to, or payments made in respect of, beneficial interests in the Bonds held by CDS, (ii)
maintaining, supervising or reviewing any records relating to the Bonds, or (iii) any action to be taken by CDS on or at the discretion of CDS
participants.
Holders of beneficial interests in the Bonds will not have a direct right to vote in respect of the Bonds. Instead, such holders will be permitted
to act only to the extent that they are enabled by CDS to appoint proxies. Similarly, holders of beneficial interests in the Bonds will not have a
direct right under the Bonds to take enforcement action against us in the event of a default under the Bonds.
https://www.sec.gov/Archives/edgar/data/74615/000119312517021930/d297204d424b2.htm[1/27/2017 4:37:42 PM]

424B2
The laws governing the Bonds may change
The terms of the Bonds are based on the laws of the Province and the federal laws of Canada applicable therein in effect as at the date of this
Prospectus Supplement. No assurance can be given as to the impact of any possible judicial decision or change to the laws of the Province or the
federal laws of Canada applicable therein or administrative practice after the date of this Prospectus Supplement.
Investors may be subject to exchange rate risks and exchange controls
We will pay principal and interest on the Bonds in the currency of Canada. This presents certain risks relating to currency conversions if an
investor's financial activities are denominated principally in a currency or currency unit (the "Investor's Currency") other than the currency of
Canada. These include the risk that exchange rates may significantly change (including changes due to devaluation of the currency of Canada or
revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange
controls. An appreciation in the value of the Investor's Currency relative to the currency of Canada would decrease (1) the Investor's
Currency-equivalent yield on the Bonds, (2) the Investor's Currency-equivalent value of the principal payable on the Bonds and (3) the Investor's
Currency-equivalent market value of the Bonds.
Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an
applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.
Investment in the Bonds involves the risk that subsequent changes in market interest rates may adversely affect the value of the Bonds.
Our underwriters may have real or perceived conflicts of interest
Certain of the underwriters and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial
banking transactions with, and may perform services for us in the ordinary course of business and such activities could create the potential for or
perception of conflict among the interests of underwriters and prospective investors.

S-8
Table of Contents
USE OF PROCEEDS
After deducting the underwriting discount and our estimated expenses of C$118,668 our net proceeds will be approximately C$793,977,332.
The net proceeds of the Bonds will be paid into the Consolidated Revenue Fund of Ontario and will not be held in a segregated account. An
amount equal to the net proceeds of the Bonds will be recorded in a designated account in the Province's financial records. This designated
account will be used to track the use of and allocation of funds to Eligible Projects (as defined below) by the Province in accordance with its usual
government appropriation and spending processes.
So long as the Bonds are outstanding and the designated account has a positive balance, amounts will be deducted from the balance of the
account as funds are allocated to Eligible Projects.
"Eligible Projects" means all projects funded by the Province that have environmental benefits, exclusive of fossil fuel and nuclear energy
projects, as determined by the Province of Ontario.
Without limitation, Eligible Projects may include projects in the following sectors:

1. Clean transportation

2. Energy efficiency and conservation

3. Clean energy and technology

4. Forestry, agriculture and land management

5. Climate adaptation and resilience
Proceeds of the Bonds are expected to be used to fund some or all of such types of Eligible Projects.
The Bonds will be direct unsecured obligations of the Province as described under "Description of Bonds--Status of the Bonds" and holders
of the Bonds will not assume any specific project risk related to any of the Eligible Projects.

S-9
https://www.sec.gov/Archives/edgar/data/74615/000119312517021930/d297204d424b2.htm[1/27/2017 4:37:42 PM]

424B2
Table of Contents
DESCRIPTION OF BONDS
General
The C$800,000,000 aggregate principal amount of 1.95% Bonds due January 27, 2023 are a further issuance of the 1.95% Bonds due January
27, 2023 and will form a single series with and will be fully fungible with the C$750,000,000 aggregate principal amount of the Bonds that were
originally issued on January 29, 2016. Unless otherwise specified, references in this section to the "Bonds" mean the C$800,000,000 we are
offering hereby and the C$750,000,000 of Bonds issued on January 29, 2016. The Bonds will be issued under a fiscal agency agreement dated as
of January 29, 2016, between us and BNY Trust Company of Canada, as registrar, fiscal agent, transfer agent and principal paying agent (the
"Registrar"), as supplemented by a supplemental fiscal agency agreement dated as of February 2, 2017, between us and the Registrar (collectively,
the "fiscal agency agreement"). The fiscal agency agreement will define your rights as a holder of the Bonds.
The information contained in this section and in the Basic Prospectus summarizes some of the terms of the Bonds and the fiscal agency
agreement. You should read the information set forth below together with the section "Description of Debt Securities" in the Basic Prospectus,
which summarizes the general terms of the Bonds and the fiscal agency agreement. This Prospectus Supplement describes the terms of the Bonds
in greater detail than the Basic Prospectus and may provide information that differs from the Basic Prospectus. If the information in this Prospectus
Supplement differs from the Basic Prospectus, you should rely on the information in this Prospectus Supplement. You should also read the fiscal
agency agreement and the exhibits thereto, including the form of Global Bonds (as defined below), for a full description of the terms of the Bonds.
A copy of the fiscal agency agreement and its exhibits will be available for inspection at our office.
References to principal and interest in respect of the Bonds shall be deemed also to refer to any Additional Amounts which may be payable
as described below. See "Payment of Additional Amounts."
Status of the Bonds
The Bonds will be our direct unsecured obligations and as among themselves will rank pari passu and be payable without any preference or
priority. The Bonds will rank equally with all of our other unsecured and unsubordinated indebtedness and obligations from time to time
outstanding. Payments of principal of and interest on the Bonds will be a charge on and payable out of the Consolidated Revenue Fund of Ontario.
Form, Denomination and Registration
The Bonds will be issued in the form of fully registered permanent global bonds ("Global Bonds") registered in the name of CDS & Co., as
nominee of CDS, and held by CDS. Beneficial interests in the Global Bonds will be represented through book-entry accounts of financial
institutions acting on behalf of beneficial owners as direct and indirect participants in CDS. Investors may elect to hold interests in the Global
Bonds directly through any of CDS (in Canada) or Clearstream or Euroclear (in Europe and in Asia) if they are participants of such systems, or
indirectly through organizations which are participants in such systems. Clearstream and Euroclear will hold interests on behalf of their participants
through customers' securities accounts in their respective names on the books of their respective Canadian subcustodians, each of which is a
Canadian schedule I chartered bank ("Canadian Subcustodians"), which in turn will hold such interests in customers' securities accounts in the
names of the Canadian Subcustodians on the books of CDS. Except in the

S-10
Table of Contents
limited circumstances described herein, owners of beneficial interests in the Global Bonds will not be entitled to have Bonds registered in their
names, will not receive or be entitled to receive Bonds in definitive form and will not be considered registered holders thereof under the fiscal
agency agreement. See "Title" and "Definitive Certificates."
Bonds will only be sold in minimum aggregate principal amounts of C$5,000 and integral multiples of C$1,000 for amounts in excess of
C$5,000.
All Bonds will be recorded in a register maintained by the Registrar, and will be registered in the name of CDS & Co., for the benefit of
owners of beneficial interests in the Global Bonds, including, those beneficial owners which are participants of Clearstream or Euroclear.
The Registrar will not impose any fees in respect of the Bonds, other than reasonable fees for the replacement of lost, stolen, mutilated or
destroyed Bonds. However, owners of beneficial interests in the Global Bonds may incur fees payable in respect of the maintenance and operation
https://www.sec.gov/Archives/edgar/data/74615/000119312517021930/d297204d424b2.htm[1/27/2017 4:37:42 PM]

424B2
of the book-entry accounts in which such interests are held with the clearing systems.
Title
Subject to applicable law and the terms of the fiscal agency agreement, we, the Registrar, and any paying agent appointed pursuant to the
fiscal agency agreement shall deem and treat the registered holders of the Bonds as the absolute owners thereof for all purposes whatsoever
notwithstanding any notice to the contrary; and all payments to or on the order of the registered holders shall be valid and effectual to discharge our
liability and that of the Registrar in respect of the Bonds to the extent of the sum or sums so paid.
Interest
The Bonds will bear interest from and including January 27, 2017, the last date on which interest was paid on the Bonds, at a rate of
1.95% per annum. Interest will be payable in two equal installments in arrears on January 27 and July 27 of each year, beginning July 27, 2017.
Interest will be payable to the persons in whose name the Bonds are registered at the close of business on the preceding January 12 or July 12 (the
regular record dates), as the case may be. Interest on the Bonds will cease to accrue on the date fixed for redemption or repayment unless payment
of principal is improperly withheld or refused. Any overdue principal or interest on the Bonds shall bear interest at the rate of 1.95% per annum
(before and after judgment) until paid, or if earlier, when the full amount of the moneys payable has been received by the Registrar and notice to
that effect has been given in accordance with "Notices" below. Whenever it is necessary to compute any amount of accrued interest in respect of
the Bonds for a period of less than one full year, other than with respect to regular semi-annual interest payments, such interest shall be calculated
on the basis of the actual number of days in the period and a 365-day year.
Yield
The yield on the Bonds offered by this prospectus supplement, 2.055%, is calculated as the semi-annual expected return based on the cash
flows of the Bonds assuming one continuous re-investment rate for periodic coupon payments. The yield is calculated at the issue date on the basis
of the initial public offering price. It is not an indication of future yield.
Payments
Principal of and interest on the Bonds (including Bonds in definitive form if issued in exchange for the Global Bonds as described under
"Definitive Certificates") are payable by us in such coin or currency of Canada

S-11
Table of Contents
as at the time of payment is legal tender for the payment of public or private debt to the persons in whose names the Bonds are registered on the
record date preceding any interest payment date, the Maturity Date or the date of redemption, as the case may be. Ownership positions within each
clearing system will be determined in accordance with the normal conventions observed by such system. The Registrar will act as our principal
paying agent for the Bonds pursuant to the fiscal agency agreement. The Registrar will pay amounts received from the Province directly to CDS &
Co. Neither we nor the Registrar will have any responsibility or liability for any aspect of the records of CDS, Clearstream or Euroclear relating to,
or payments made by CDS, Clearstream or Euroclear on account of, beneficial interests in the Global Bonds or for maintaining, supervising or
reviewing any records of CDS, Clearstream or Euroclear relating to such beneficial interests. With respect to payments on Bonds issued in
definitive form, see "Definitive Certificates".
If any date for payment in respect of any Bond is not a business day, the registered holder thereof shall not be entitled to payment until the
next following business day, and no further interest shall be paid in respect of the delay in such payment. In this paragraph "business day" means a
day on which banking institutions in the City of Toronto are not authorized or obligated by law or executive order to be closed. If the Bonds have
been issued in definitive form and a date for payment is a business day but is a day on which the paying agent is closed at the applicable place of
payment, a registered holder will not be entitled to payment at such location until the next succeeding day on which banking institutions in such
place of payment are not generally authorized or obligated by law or executive order to be closed, and no further interest shall be paid in respect of
the delay in such payment.
If definitive Bonds are issued and for so long as the Bonds are listed on the Luxembourg Stock Exchange and the rules of such stock
exchange so require, the Province will appoint and maintain a paying and transfer agent in Luxembourg. The Province will also maintain a paying
agent in a member state of the European Union that will not be obliged to withhold or deduct tax pursuant to European Council Directive
2003/48/EC regarding the taxation of savings income (the "Savings Directive") or any law implementing or complying with, or introduced in order
to conform to, the Savings Directive or any agreement between the European Union and any other country or territory providing for similar
measures.
https://www.sec.gov/Archives/edgar/data/74615/000119312517021930/d297204d424b2.htm[1/27/2017 4:37:42 PM]

424B2
Further Issues
We may, from time to time, without notice to or the consent of the registered holders of the Bonds, create and issue further bonds ranking
pari passu with the Bonds in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such further bonds
or except for the first payment of interest following the issue date of such further bonds) so that such further bonds shall be consolidated and form a
single series with the Bonds and shall have the same terms as to status, redemption or otherwise as the Bonds. Any further bonds shall be issued
subject to agreements supplemental to the fiscal agency agreement.
Payment of Additional Amounts
All payments of, or in respect of, principal of and interest on the Bonds will be made without withholding of or deduction for, or on account
of, any present or future taxes, duties, assessments or charges of whatsoever nature imposed or levied by or on behalf of the Government of
Canada, or any province or political subdivision thereof, or any authority thereof or agency therein having power to tax, unless such taxes, duties,
assessments or charges are required by law or by the administration or interpretation thereof to be withheld or deducted. In that event, we (subject
to our right of redemption described herein) will pay to the registered holders of the Bonds such additional amounts (the "Additional Amounts") as
will result (after withholding or deduction of any such taxes, duties, assessments or charges) in the payment to the holders of Bonds of the amounts
which would otherwise have been payable in respect of the Bonds in the absence of such taxes, duties, assessments or charges, except that no such
Additional Amounts shall be payable with respect to any Bond presented for payment:

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

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

S-12
Table of Contents
(b)
more than 15 days after the Relevant Date, except to the extent that the holder thereof would have been entitled to such Additional

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

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

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

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

(c)
where such withholding or deduction is required to be made pursuant to the European Council Directive 2003/48/EC regarding the
taxation of savings income (the "Savings Directive") or any law implementing or complying with, or introduced in order to conform

to, the Savings Directive or any agreement between the European Union and any other country or territory providing for similar
measures;

(d)
by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting (where presentation is

required) the relevant Bond to another paying agent in a Member State of the European Union; or

(e)
as a result of any tax, assessment, withholding or deduction required by Sections 1471 through 1474 of the U.S. Internal Revenue
Code of 1986, as amended ("FATCA"), any current or future U.S. Treasury Regulations or rulings promulgated thereunder, any law,

regulation or other official guidance enacted in any jurisdiction implementing FATCA, any intergovernmental agreement between the
United States and any other jurisdiction to implement FATCA, or any agreement with the U.S. Internal Revenue Service under
FATCA.
Maturity, Redemption and Purchases
The principal amount of the Bonds shall be due and payable on January 27, 2023 (the "Maturity Date"). The Bonds are not redeemable prior
to the Maturity Date unless specified events occur involving Canadian taxation as provided below.
The Bonds may be redeemed at our option in whole, but not in part, at any time, on giving not less than 30 days' and not more than 60 days'
notice to registered holders of Bonds in accordance with "Notices" below (which notice shall be irrevocable), at 100% of the principal amount
thereof, together with interest accrued thereon to the date fixed for redemption, if (a) we have paid or we will become obliged to pay Additional
Amounts as provided or referred to in "Payment of Additional Amounts" above as a result of any change in, or amendment to, the laws or
regulations of Canada, or any province or political subdivision thereof, or any authority thereof or agency therein having power to tax, or any
change in the application or official interpretation of such laws or regulations, which change or amendment became effective on or after January 22,
https://www.sec.gov/Archives/edgar/data/74615/000119312517021930/d297204d424b2.htm[1/27/2017 4:37:42 PM]

Document Outline

#1">
- #1">