Obligation Alberta Provincial 2.95% ( US013051EF00 ) en USD

Alberta Provincial

100 % ▲

Canada

US013051EF00 ( en USD )

2.95% par an ( paiement semestriel )

22/01/2024 - Obligation échue

Prospectus brochure de l'obligation Alberta Provinz US013051EF00 en USD 2.95%, échue

5 000 USD

1 750 000 000 USD

013051EF0

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 Alberta Provinz (ISIN : US013051EF00, CUSIP : 013051EF0), émise au Canada en USD pour un montant total de 1 750 000 000 $, avec un coupon de 2,95 % et une échéance au 22/01/2024, a été remboursée à son prix nominal de 100%, par tranche minimum de 5000 $, avec des paiements semestriels.

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424B2 1 d669933d424b2.htm 424B2
Table of Contents
Filed pursuant to Rule 424(b)(2) of the Securities Act of 1933
Registration Statement Nos. 333-224299 and 333-213642

PROSPECTUS SUPPLEMENT
(To prospectus dated April 25, 2018)

U.S.$1,750,000,000
PROVINCE OF ALBERTA
(Canada)
2.950% Bonds due January 23, 2024

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 2.950% per year. Interest on the bonds is payable on January 23 and July 23 of each year, beginning July 23,
2019. The bonds will mature on January 23, 2024. 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-8.

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 April 25, 2018 (the
"Prospectus"). Any representation to the contrary is a criminal offense.

Per bond

Total

Public Offering Price(1)

99.866%
U.S.$1,747,655,000
Underwriting Discount

0.125%
U.S.$
2,187,500
Proceeds, before expenses, to the Province (1)

99.741%
U.S.$1,745,467,500

(1)
Plus accrued interest, if any, from and including January 23, 2019 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, S.A. and Euroclear Bank SA/NV, on or about January 23, 2019.

CIBC Capital Markets

J.P. Morgan

RBC Capital Markets

TD Securities
BofA Merrill Lynch
BMO Capital Markets
Deutsche Bank
National Bank of Canada Financial
Scotiabank

Markets

The date of this Prospectus Supplement is January 15, 2019
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TABLE OF CONTENTS

Page
Prospectus Supplement

Summary of the Offering
S-5
Risk Factors
S-8
Use of Proceeds
S-10
Description of Bonds
S-11
Clearing and Settlement
S-17
Tax Matters
S-21
Underwriting
S-22
Legal Matters
S-27
Authorized Agent in the United States
S-28
Forward-Looking Statements
S-29
General Information
S-30
Sources of Information
S-31
Prospectus

About this Prospectus

1
Where You Can Find More Information

1
Forward-Looking Statements

2
Province of Alberta

2
Use of Proceeds

3
Description of Debt Securities and Warrants

3
General

3
Prescription

4
Form, Exchange and Transfer

4
Registered Global Securities

5
Payment of Interest and Principal

6
Warrants

7
Canadian Income Tax Considerations

7
United States Income Tax Considerations

8
Enforceability and Governing Law

10
Plan of Distribution

11
Debt Record

12
Authorized Agent

12
Experts and Public Official Documents

12
Legal Matters

13

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Capitalized terms used but not defined herein have the meanings given to them in the Prospectus.
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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 January 15, 2019 was approximately $1.00 = U.S.$0.7538.

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 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 the 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 manufacturer's 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 manufacturer's target market
assessment) and determining appropriate distribution.
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 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.

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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.
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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

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 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.

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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.
Section 309B(1)(c) Notification
The bonds are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and
Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).

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-4
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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.$1,750,000,000
Interest rate:
2.950% per year
Maturity date:
January 23, 2024
Interest payment dates:
January 23 and July 23 of each year, beginning on July 23, 2019
Interest commencement:
Interest will accrue from January 23, 2019
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.$200,000, our net proceeds will be approximately
U.S.$1,745,267,500.
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
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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, S.A., known
as Clearstream, or Euroclear Bank SA/NV 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
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;

S-6
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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
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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 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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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.
Investors may be subject to exchange rate risks and exchange controls
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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.$1,745,267,500 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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DESCRIPTION OF BONDS
General
The 2.950% Bonds due January 23, 2024 offered hereby in the aggregate principal amount of U.S.$1,750,000,000 will be issued subject to a fiscal
agency agreement to be dated as of January 23, 2019, 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
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
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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,
S.A. ("Clearstream") or Euroclear Bank SA/NV, 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 January 23, 2019 at a rate of 2.950% per annum. Interest for the initial interest period from, and
including January 23, 2019 to, but excluding July 23, 2019 will be payable on July 23, 2019. Thereafter, interest will be payable in two equal semi-annual
installments in arrears on January 23 and July 23 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 January 8 or July 8 (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 2.950% 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.
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 the United States as at the time of payment is legal tender for the payment of public or private
debts to the persons in whose names the bonds are registered on the record date preceding any interest payment date, the Maturity Date (as defined below)
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 Cede & Co. Neither we nor the Registrar will have any responsibility or liability for any
aspect of the records of DTC, CDS, Clearstream or Euroclear relating to, or payments made by DTC, CDS, Clearstream or Euroclear on account of,
beneficial interests in the Global Bonds or for maintaining, supervising or reviewing any records of DTC, CDS, Clearstream or Euroclear relating to such
beneficial interests. With respect to payments on bonds issued in definitive form, see "Definitive Certificates".
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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

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delay in such payment. In this paragraph "business day" means a day other than a Saturday or Sunday on which banking institutions in the City of New
York, the City of Toronto, Ontario and the City of Edmonton, Alberta 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 any 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 other than a Saturday or Sunday 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 Euro MTF Market of the Luxembourg Stock Exchange and the rules of
such stock exchange so require, the Province will appoint and maintain a paying agent and a transfer agent in Luxembourg.
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 having the same
terms as the bonds being issued in this offering (except for issue date, issue price and first interest payment date) 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; provided, that if the
further bonds are not fungible with the outstanding bonds for U.S. federal income tax purposes, they will trade under a separate CUSIP number. 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 beneficial owners 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; or

(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; or

(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)
with respect to amounts required to be withheld or deducted under sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as

amended (or any amended or successor versions of such sections)

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("FATCA"), any regulations or other official guidance thereunder, any intergovernmental agreement entered into in connection with FATCA,

or any law, regulation or other official guidance enacted in any jurisdiction implementing FATCA or an intergovernmental agreement.
Maturity, Redemption and Purchases
The principal amount of the bonds shall be due and payable on January 23, 2024 (the "Maturity Date"). The bonds are not redeemable prior to the
Maturity Date unless specified events occur involving Canadian taxation as provided below.
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