Obligation Alberta Provincial 3.3% ( US013051EA13 ) en USD

Alberta Provincial

100 % ▼

Canada

US013051EA13 ( en USD )

3.3% par an ( paiement semestriel )

15/03/2028

Prospectus brochure de l'obligation Alberta Provinz US013051EA13 en USD 3.3%, échéance 15/03/2028

5 000 USD

1 250 000 000 USD

013051EA1

15/09/2026 ( Dans 164 jours )

L'Alberta est une province de l'ouest du Canada, riche en ressources naturelles, notamment le pétrole, le gaz naturel et les sables bitumineux, et connue pour ses paysages variés, allant des Rocheuses canadiennes aux prairies.

L'obligation canadienne d'Alberta Provinz (ISIN : US013051EA13, CUSIP : 013051EA1) affichant un taux d'intérêt de 3,3%, une maturité fixée au 15 mars 2028, une taille d'émission totale de 1 250 000 000 USD et une taille minimale d'achat de 5 000 USD, est actuellement négociée à 100% de sa valeur nominale avec des paiements d'intérêts semestriels.

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424B2 1 d547827d424b2.htm 424B2
Table of Contents
Filed pursuant to Rule 424(b)(2) of the Securities Act of 1933
Registration Statement Nos. 333-213642 and 33-58812

PROSPECTUS SUPPLEMENT
(To prospectus dated December 20, 2016)

U.S.$1,250,000,000
PROVINCE OF ALBERTA
(Canada)
3.300% Bonds due March 15, 2028

The bonds are offered for sale in Canada, the United States, and those jurisdictions in Europe and Asia where it is legal to make such offers.
The bonds bear interest at the rate of 3.300% per year. Interest on the bonds is payable on March 15 and September 15 of each year,
beginning September 15, 2018. The bonds will mature on March 15, 2028. The bonds are not redeemable before maturity, unless certain events
occur involving Canadian taxation.
Application will be made for the bonds offered by this prospectus supplement (the "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 the purposes of the Markets in Financial
Instruments Directive (Directive 2014/65/EU (as amended "MiFID II")). Unless the context otherwise requires, references in this Prospectus
Supplement to the bonds being "listed" shall mean that the bonds have been admitted to trading on the Euro MTF Market and have been admitted
to the Official List of the Luxembourg Stock Exchange. We have undertaken to the underwriters to use all reasonable efforts to have the bonds
listed on the Euro MTF Market of the Luxembourg Stock Exchange 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-9.

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 and the accompanying base prospectus dated December 20, 2016 (the
"Prospectus"). Any representation to the contrary is a criminal offense.

Per bond

Total

Public Offering Price(1)

99.823%
U.S.$1,247,787,500
Underwriting Discount

0.175%
U.S.$
2,187,500
Proceeds, before expenses, to the Province (1)

99.648%
U.S.$1,245,600,000
(1) Plus accrued interest, if any, from and including March 15, 2018 if settlement occurs after that date.
We expect that the bonds will be ready for delivery in book-entry form only through The Depository Trust Company and its participants,
including CDS Clearing and Depository Services Inc., Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V., on or about
March 15, 2018.

BofA Merrill Lynch

BMO Capital Markets

CIBC Capital Markets

TD Securities
National Bank of Canada Financial Markets

RBC Capital Markets

Scotiabank
Citigroup

HSBC
The date of this Prospectus Supplement is March 8, 2018
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Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

Summary of the Offering
S-6
Risk Factors
S-9
Use of Proceeds
S-11
Description of Bonds
S-12
Clearing and Settlement
S-18
Tax Matters
S-22
Underwriting
S-23
Legal Matters
S-28
Authorized Agent in the United States
S-29
Forward-Looking Statements
S-30
General Information
S-31
Sources of Information
S-32
Prospectus

About This Prospectus

3
Where You Can Find More Information

3
Forward-Looking Statements

4
Province of Alberta

5
Overview

5
Constitutional Framework of Canada

6
Provincial Government

6
Description of the Economy and Gross Domestic Product

7
Key Drivers of the Economy

8
Economic Outlook

10
Debt of the Province

15
Exports and Imports

15
Tax and Budgetary Systems

15
Other Funds and Agencies

16
Pension Plans

17
Additional Information

19
Use of Proceeds

20

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Page
Description of Debt Securities and Warrants
21
General
21
Prescription
22
Form, Exchange and Transfer
22
Registered Global Securities
22
Payment of Interest and Principal
24
Warrants
24
Canadian Income Tax Considerations
25
United States Income Tax Considerations
26
Enforceability and Governing Law
28
Plan of Distribution
29
Debt Record
30
Authorized Agent
30
Experts and Public Official Documents
30
Legal Matters
30
Annex A--2015-16 Annual Report
A-1
Annex B--2016-17 First Quarter Fiscal Update and Economic Statement
B-1
Annex C--Fiscal Plan 2016-19
C-1
Annex D--Term Debt Outstanding and Debt Summary
D-1

S-2
Table of Contents
Capitalized terms used but not defined herein have the meanings given to them in the Prospectus.
The words "the Province," "we," "our," "ours" and "us" refer to the Province of Alberta.
References in this Prospectus Supplement to the European Economic Area and Member States of the European Economic Area are to the
member states of the European Union together with Iceland, Norway and Liechtenstein.
Unless otherwise specified or the context otherwise requires, references in this Prospectus Supplement to "$" and "Cdn. $" are to lawful
money of Canada and "U.S.$" and "U.S. dollars" are to lawful money of the United States of America. The daily average exchange rate between
the U.S. dollar and the Canadian dollar published by the Bank of Canada on March 8, 2018 was approximately $1.00 = U.S.$0.7736.

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 advisors regarding any restrictions or concerns that may
pertain to you and your particular jurisdiction.
The Prospectus contains or incorporates by reference information regarding the Province and other matters, including a description of certain
terms of the Province's securities, 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 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
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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 underwriters (or persons acting on their behalf) in accordance with all applicable laws and rules.
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the bonds has led to the
conclusion that: (i) the target market for the bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all
channels for distribution of the bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling
or recommending the bonds (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the bonds (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.
This Prospectus Supplement has been prepared on the basis that all offers of bonds in any Member State of the European Economic Area will
be made pursuant to an exemption under the Prospectus Directive (as defined

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below) from the requirement to publish a prospectus or supplement to a prospectus under the Prospectus Directive for offers of bonds.
Accordingly, any person making or intending to make any offer within a Member State of the bonds which are the subject of an offering
contemplated in this Prospectus Supplement may only do so in circumstances in which no obligation arises for the Province or any underwriter to
publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive, in each case, in relation to such offer.
Neither the Province nor any underwriter has authorized, nor do they authorize, the making of any offer of bonds in circumstances in which
an obligation arises for the Province or any underwriter to publish a prospectus or supplement a prospectus pursuant to the Prospectus Directive for
such offer.
Neither the Province nor any underwriters have authorized, nor do they authorize, the making of any offer of the bonds through any financial
intermediary, other than offers made by the relevant underwriters which constitute the final placement of the bonds contemplated in this Prospectus
Supplement.
This Prospectus Supplement and the offer of the bonds are only addressed to and directed at persons in a Member State who are qualified
investors within the meaning of the Prospectus Directive or who are other persons to whom the offer may lawfully be addressed and must not be
acted upon by other persons in that relevant Member State.
We expect that delivery of the bonds will be made against payment therefor on or about the date specified on the cover page of this
Prospectus Supplement, which is five business days following the date of pricing of the bonds (such settlement cycle being herein referred to as
"T+5"). You should note that the trading of the bonds on the date of pricing or the next two succeeding business days may be affected by the T+5
settlement. See "Underwriting."
The bonds may not be a suitable investment for all investors
Each potential investor in the bonds must determine the suitability of that investment in light of its own circumstances. In particular, each
potential investor should:

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

and the information contained or incorporated by reference in the Prospectus and this Prospectus Supplement;

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

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

(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the bonds, including where the currency for
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principal or interest payments is different from the potential investor's currency;

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

(v)
be able to evaluate (either alone or with the help of a financial advisor) 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 the bonds
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) the bonds are legal investments for
it, (2) the bonds can be used as collateral for various

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types of borrowing and (3) other restrictions apply to its purchase or pledge of any bonds. Financial institutions should consult their legal advisors
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 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. Please see "Where You Can
Find More Information" in the Prospectus.
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 Prospectus summarize material provisions of the agreements and other documents that you should
refer to. Because the Prospectus Supplement and the 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 Prospectus.

You may read and copy any document we file with the SEC in the United States at the SEC's public reference room in Washington, D.C.
Please call the SEC at 1-800-SEC-0330 for more information on the public reference rooms and their 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-5
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SUMMARY OF THE OFFERING
This summary must be read as an introduction to this Prospectus Supplement and the accompanying 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 Alberta.
Aggregate principal amount:
U.S.$1,250,000,000
Interest rate:
3.300% per year
Maturity date:
March 15, 2028
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Interest payment dates:
March 15 and September 15 of each year, beginning on
September 15, 2018
Interest commencement:
Interest will accrue from March 15, 2018
Interest calculations:
Based on a 360-day year of twelve 30-day months.
Ranking:
The bonds will be our direct unsecured obligations and among
themselves will rank pari passu and be payable without 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 and interest on the
bonds will be payable out of the General Revenue Fund of the
Province.
Redemption:
We may not redeem the bonds prior to maturity, unless certain
events occur involving Canadian taxation.
Proceeds:
After deducting the underwriting discount and our estimated
expenses of U.S.$233,000, our net proceeds will be approximately
U.S.$1,245,367,000
Markets:
The bonds are offered for sale in Canada, the United States, and
those jurisdictions in Europe and Asia where it is legal to make
such offers.
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 listed on the Euro MTF Market of the Luxembourg
Stock Exchange and to trading on the Luxembourg Stock
Exchange's Euro MTF Market 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.

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Form of bond:
The bonds will be issued in the form of one or more fully
registered permanent global bonds held in the name of Cede &
Co., as nominee of The Depository Trust Company, known as
DTC, and will be recorded in a register held by The Bank of New
York Mellon, as registrar. Beneficial interests in the global bonds
will be represented through book-entry accounts of financial
institutions acting on behalf of beneficial owners as direct and
indirect participants in DTC. Investors may elect to hold interests
in the global bonds through any of DTC (in the United States),
CDS Clearing and Depository Services Inc., known as CDS (in
Canada), Clearstream Banking, société anonyme, known as
Clearstream, or Euroclear Bank S.A./N.V. as operator of the
Euroclear System or any successor in that capacity, known as
Euroclear (in Europe and Asia), if they are participants in such
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systems, or indirectly through organizations which are participants
in such systems. CDS will hold interests directly through its
account at DTC and Clearstream and Euroclear will hold interests
as indirect participants in DTC.

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 between the Province and The Bank of New York
Mellon, relating to the bonds.

The bonds will only be sold in minimum aggregate principal
amounts of U.S.$5,000 and integral multiples of U.S.$1,000 for
amounts in excess of U.S.$5,000.
Withholding tax:
Principal of and interest on the bonds are payable by the Province
without withholding or deduction for Canadian withholding taxes
to the extent set forth herein.
Risk factors:
We believe that the following factors represent the principal risks
inherent in investing in the bonds: there is no active trading market
for the bonds and an active trading market may not develop; the
bonds are subject to modification and waiver of conditions in
certain circumstances; because the bonds are held by or on behalf
of DTC, investors will have to rely on its procedures for transfer,
payment and communication with us; the laws governing the
bonds may change;

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investors may be subject to exchange rate risks and/ or exchange
controls; and we have ongoing ordinary course business
relationships with certain of the underwriters and their affiliates
that could create the potential for, or perception of, conflict among
the interests of underwriters and prospective investors.
The Province may be contacted at Alberta Treasury Board and Finance, Province of Alberta, Ninth Floor,
9820 - 107 Street, Edmonton, Alberta, T5K 1E7 and may be telephoned at (780) 427-3035.

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RISK FACTORS
We believe that the following factors may be material for the purpose of assessing the market risks associated with the bonds and the risks that
may affect our ability to fulfill our obligations under the bonds.
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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 investing in any bonds are exhaustive. Prospective investors should also read the detailed information set
out elsewhere in this Prospectus Supplement and the Prospectus (including any documents incorporated by reference herein or therein) and reach
their own views prior to making any investment decision.
There is no active trading market for the bonds and an active trading market may not develop
The bonds will be new securities which may not be widely distributed and for which there is currently no active trading market. No assurance
can be given as to the liquidity of the trading market for the bonds or that an active trading market will develop. If the bonds are traded after their
initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market for similar
securities, general economic conditions and our financial condition. If an active trading market does not develop, 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 our application to list the bonds 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 registered holders to consider matters affecting their interests generally.
These provisions permit defined majorities to approve, by extraordinary resolution (as defined below under "Description of Bonds--
Modification"), certain modifications or amendments to the fiscal agency agreement and the bonds that bind all registered holders, including
registered holders who did not attend and vote at the relevant meeting and registered holders 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 equally and ratably 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 registered holders for the purpose of curing any ambiguity or of curing, correcting or supplementing any
defective provisions therein, or effecting the issue of further bonds as described above or in any other manner the Province may deem necessary or
desirable and which in the reasonable opinion of the parties to the fiscal agency agreement will not adversely affect the interests of the registered
holders.
Because the bonds are held by or on behalf of DTC, investors will have to rely on its procedures for transfer, payment and communication with
us
The bonds will be deposited with DTC. Except in limited circumstances, investors will not be entitled to receive bonds in definitive form.
DTC's records will reflect only the identity of direct DTC participants to whose accounts the bonds are credited. Direct and indirect participants in
DTC will be responsible for keeping records of the beneficial ownership of bonds on behalf of their customers. Investors will be able to trade their
beneficial interests only through DTC and its direct and indirect participants.

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

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USE OF PROCEEDS
The proceeds from the sale of the new bonds will be U.S.$1,245,367,000 after deducting the underwriting discount and our estimated
expenses. The underwriting fee of U.S.$2,187,500 will be paid by us, as described in "Underwriting". We intend to use the proceeds of this
offering for general government purposes.

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Table of Contents
DESCRIPTION OF BONDS
General
The 3.300% Bonds due March 15, 2028 offered hereby in the aggregate principal amount of U.S.$1,250,000,000 will be issued subject to a
fiscal agency agreement to be dated as of March 15, 2018, between the Province and The Bank of New York Mellon as registrar, fiscal agent,
transfer agent and principal paying agent (the "Registrar"), which defines your rights as holder of the bonds.
The information contained in this section and in the Prospectus summarizes 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 and Warrants" in the 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 Prospectus and may provide information that differs from the Prospectus. If the information in this Prospectus Supplement
differs from the 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 offices.
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
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The bonds will be our direct unsecured obligations and among themselves will rank pari passu and be payable without 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 and interest on the bonds will be payable out of the General Revenue Fund of the Province.
Form, Denomination and Registration
The bonds will be issued in the form of one or more fully registered global bonds (the "Global Bonds") registered in the name of Cede &
Co., as nominee of DTC, and held by The Bank of New York Mellon as custodian for DTC, or the DTC Custodian. Beneficial interests in the
Global Bonds will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect
participants in DTC. Investors may elect to hold interests in the Global Bonds directly through DTC (in the United States), CDS (in Canada) or
through Clearstream Banking, société anonyme ("Clearstream") or Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear")
(in Europe and in Asia) if they are participants in such systems, or through organizations which are participants in such systems. CDS will hold
interests on behalf of its participants directly through its account at DTC and Clearstream and Euroclear will hold interests on behalf of their
participants through customers' securities accounts in Clearstream and Euroclear's names on the books of their respective depositaries ("U.S.
Depositaries"), which in turn will hold such interests in customers' securities accounts in the U.S. Depositaries' names on the books of DTC.
Except in the limited circumstances described herein, owners of beneficial interests in the Global Bonds will not be entitled to have bonds
registered in their names, will not receive or be entitled to receive bonds in definitive form and will not be considered registered holders thereof
under the fiscal agency agreement. See "--Title" and "--Definitive Certificates".
The bonds will only be sold in minimum principal amounts of U.S.$5,000 and integral multiples of U.S.$1,000 in excess thereof.
All bonds will be recorded in a register maintained by the Registrar under the fiscal agency agreement, and will be registered in the name of
Cede & Co., for the benefit of owners of beneficial interests in the Global

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Bonds, including those beneficial owners which are participants in CDS, Clearstream and Euroclear. The register shall at all times be kept in the
City of New York or at such other office reasonably satisfactory to the Province.
The Registrar will not impose any service charge on the registered holder for any registration of transfer or exchange of bonds, other than
reasonable fees for the replacement of lost, stolen, mutilated, defaced or destroyed bonds; however, the Province may require of the party
requesting such transfer or exchange, as a condition precedent to the exercise of any right of transfer or exchange contained in the fiscal agency
agreement or in the bonds, the payment of a sum sufficient to cover any stamp or other tax or other governmental charge payable in connection
therewith. In addition, owners of beneficial interests in the Global Bonds may incur fees payable in respect of the maintenance and operation of the
book-entry accounts in which such interests are held with the clearing systems. The Province and the Registrar will not be required to make any
exchange of bonds if, as a result thereof, the Province may incur adverse tax or other similar consequences under the laws or regulations of any
jurisdiction in effect at the time of the exchange.
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 March 15, 2018 at a rate of 3.300% per annum. Interest for the initial interest period from,
and including March 15, 2018 to, but excluding September 15, 2018 will be payable on September 15, 2018. Thereafter, interest will be payable in
two equal semi-annual installments in arrears on March 15 and September 15 of each year. Interest will be payable to the persons in whose name
the bonds are registered at the close of business on the preceding March 1 or September 1 (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 3.300% per annum (before and after judgment) until paid, or if earlier,
when the full amount of the monies payable has been received by the Registrar and notice to that effect has been given in accordance with
"Notices" below. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.
https://www.sec.gov/Archives/edgar/data/810961/000119312518078997/d547827d424b2.htm[3/12/2018 2:40:33 PM]

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