Obligation Canadia 1.625% ( US135087K787 ) en USD

Canadia

100 % ▲

Canada

US135087K787 ( en USD )

1.625% par an ( paiement semestriel )

22/01/2025 - Obligation échue

Prospectus brochure de l'obligation Canada US135087K787 en USD 1.625%, échue

5 000 USD

3 000 000 000 USD

135087K78

Le Canada est une vaste nation nord-américaine bilingue et multiculturelle, reconnue pour ses paysages naturels impressionnants, sa qualité de vie élevée et son système politique démocratique.

L'Obligation émise par Canadia ( Canada ) , en USD, avec le code ISIN US135087K787, paye un coupon de 1.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/01/2025

Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-222149
Prospectus Supplement
(To Prospectus dated January 26, 2018)
U.S. $3,000,000,000
1.625% United States Dollar Bonds due January 22, 2025
Canada will pay interest on the bonds semi-annually in arrears on January 22 and July 22 of each year, commencing July 22, 2020. Interest will
accrue from January 22, 2020. Canada cannot redeem the bonds prior to maturity unless certain events occur involving Canadian taxation as further
described in "Description of Bonds -- Maturity, Redemption and Purchases". The bonds will mature on January 22, 2025.
The bonds will constitute direct unconditional obligations of Canada. The payment of the principal of and interest on the bonds will constitute a
charge on and be payable out of the Consolidated Revenue Fund of Canada.
The bonds will contain collective action clauses with provisions regarding future modifications to their terms. Under those provisions, which are
described beginning on page S-6 of this prospectus supplement, modifications affecting the reserved matters listed in the bonds, including modifications
to payment and other important terms of the bonds, may be made with the consent of the holders of 75% of the aggregate principal amount of bonds
then outstanding.
Application has been 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. 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. The Euro MTF Market of the Luxembourg Stock Exchange is
not a regulated market for purposes of the Markets in Financial Instruments Directive 2014/65/EU ("MiFID II"). The Underwriters will purchase all of
the bonds if any are purchased.
Per Bond
Total
Public offering price(1)
99.690% U.S.
$2,990,700,000
Underwriting discount
0.125% U.S.
$
3,750,000
Proceeds, before expenses, to Canada(1)
99.565% U.S.
$2,986,950,000
(1)
Plus accrued interest from January 22, 2020, if settlement occurs after such date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.

This prospectus supplement has been prepared on the basis that any offer of bonds in any Member State of the EEA will be made pursuant to an
exemption under Regulation (EU) 2017/1129 (the "Prospectus Regulation") from the requirement to publish a prospectus for offers of bonds. Neither
this prospectus supplement nor the accompanying prospectus is a prospectus for the purposes of the Prospectus Regulation.
We expect that the bonds will be ready for delivery in book-entry form only through The Depository Trust Company, CDS Clearing and
Depository Services Inc., Clearstream, Luxembourg or Euroclear, as the case may be, on or about January 22, 2020.
BNP Paribas CIBC Capital Markets
HSBC
RBC Capital Markets TD Securities
Barclays
BMO Capital Markets
BofA Securities
Casgrain
Citigroup
Desjardins Capital Markets
Goldman Sachs International
J.P. Morgan
Laurentian Bank Securities
National Bank of Canada Financial Markets
Scotiabank
Wells Fargo Securities
The date of this prospectus supplement is January 14, 2020.

TABLE OF CONTENTS
Prospectus Supplement
Page
Summary of the Offering
S-3
Description of Bonds
S-4
Clearing and Settlement
S-9
Tax Matters
S-11
Underwriting
S-13
Legal Opinions
S-16
General Information
S-16
Prospectus
About this Prospectus
3
Where You Can Find More Information
3
Jurisdiction and Consent to Service
3
Use of Proceeds
4
Description of the Debt Securities
4
Tax Matters
6
Plan of Distribution
10
Authorized Agent
10
Public Official Documents
10
This prospectus supplement should be read together with the prospectus dated January 26, 2018 (the "prospectus") of Canada which contains, or
incorporates by reference, information regarding Canada and other matters, including a description of certain terms of Canada's securities. Neither
Canada nor the Underwriters (as defined herein) have authorized any other person to provide you with information other than that contained or
incorporated by reference in this prospectus supplement and the accompanying prospectus. We take no responsibility for, and can provide no assurance
as to the reliability of, any other information that others may give you. Neither Canada nor the Underwriters are making an offer to sell these bonds in
any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement and the
accompanying prospectus, as well as the information previously filed by Canada with the U.S. Securities and Exchange Commission (the "SEC") and
incorporated by reference in the accompanying prospectus, is accurate only as of the date of such documents. That portion of the bonds being offered by
this prospectus supplement and the accompanying prospectus to be sold in the United States or in circumstances where registration of the bonds is
required has been registered under registration statement no. 333-222149 which Canada has filed with the SEC. Further information regarding Canada
and the bonds may be found in registration statement no. 333-222149.
Canada files reports and other information with the SEC in the United States. Canada's SEC filings are available to the public from the SEC's
website at www.sec.gov.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the bonds in certain jurisdictions may be
restricted by law. In particular, in the case of offers in the EEA, the bonds may not be offered or sold, directly or indirectly, except in circumstances that
will result in compliance with the Prospectus Regulation and any other applicable laws and regulations. Persons in whose possession this prospectus
supplement and the accompanying prospectus come should inform themselves about and observe any such restrictions. This prospectus supplement and
the accompanying prospectus do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is
unlawful to make such offer or solicitation. See "Underwriting".
This prospectus supplement has been prepared on the basis that all offers of the bonds in any member state (the "Member States" and each, a
"Member State") of the European Economic Area will be made pursuant to an exemption under the Prospectus Regulation from the requirement to
produce or publish a prospectus. Accordingly, any person making or intending to make any offer within a Member State of the bonds may only do so in
circumstances in which no obligation arises for Canada or any Underwriter to produce or publish a prospectus pursuant to Article 3 of the Prospectus
Regulation in relation to such offer. If and to the extent that this prospectus supplement is communicated in, or an offer of the bonds is made in any
Member State, this prospectus supplement and the offer are only addressed to and directed at persons in that Member State who are qualified investors
within the meaning of the Prospectus Regulation (or who are other persons to whom the offer may lawfully be addressed) and must not be acted upon by
other persons in that Member State. Canada does not consent to the use of this prospectus supplement in any other circumstances. Canada has not
authorized and does not authorize the making of any offer of the bonds through any financial intermediary, other than offers made by the Underwriters
resulting in sales constituting the final placement of the bonds contemplated in this prospectus supplement.
S-1

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.
NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT (CHAPTER 289) OF SINGAPORE
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).
References in this prospectus supplement to "U.S. $" and "United States dollars" are to the lawful money of the United States of America and all
references to the "European Economic Area" or "EEA" are to the Member States of the European Union together with Iceland, Norway and
Liechtenstein.
In this prospectus supplement, unless otherwise indicated, dollar amounts are expressed in United States dollars. On January 14, 2020 the daily
average rate of the Bank of Canada for conversion of United States dollars ("U.S. $") to Canadian dollars ("Cdn.$") was U.S. $1.00 = Cdn.$1.3062.
S-2

SUMMARY OF THE OFFERING
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere
in this prospectus supplement and the accompanying prospectus.
Issuer
Her Majesty in right of Canada ("Canada"), c/o Director, Reserves Management Section, Department of Finance,
13th Floor, 90 Elgin Street, Ottawa, Ontario, Canada K1A 0G5 (Phone: (613) 369-4027).
Securities Offered
U.S. $3,000,000,000 principal amount of 1.625% United States Dollar Bonds due January 22, 2025.
Interest Payment Dates
January 22 and July 22 of each year, commencing July 22, 2020
Redemption
We may not redeem the bonds prior to maturity, unless certain events occur involving Canadian taxation. See
"Description of Bonds -- Maturity, Redemption and Purchases".
Markets
We will offer the bonds for sale in the United States, Canada, Europe and Asia. See "Underwriting".
Listing
Application has been made to list (as defined on the cover page of this prospectus supplement) the bonds on the Euro
MTF Market of the Luxembourg Stock Exchange in accordance with the rules of the Luxembourg Stock Exchange. The
Euro MTF Market of the Luxembourg Stock Exchange is not a regulated market for purposes of MiFID II. In certain
circumstances, we may cease to maintain such listing and agree to use our reasonable efforts to obtain an alternative
listing. See "General Information -- No Obligation to Maintain Listing".
Status
The bonds will constitute direct unconditional obligations of Canada. The payment of principal of and interest on the
bonds will constitute a charge on and be payable out of the Consolidated Revenue Fund of Canada.
Form and Settlement
We will issue the bonds in the form of one or more fully registered global bonds registered in the name of Cede & Co., as
nominee of The Depository Trust Company ("DTC") and will record the global bonds in a register held by Citibank,
N.A., as Registrar. You may hold a beneficial interest in a global bond through DTC, CDS Clearing and Depository
Services Inc. ("CDS"), Clearstream Banking, S.A. ("Clearstream, Luxembourg") or Euroclear Bank SA/NV
("Euroclear") directly as a participant in one of those systems or indirectly through organizations which are participants in
any of those systems.
As an owner of a beneficial interest in a global bond, you will generally not be entitled to have bonds registered in your
name, will not be entitled to receive certificates in your name evidencing the bonds and will not be considered the holder
of any bonds under the Fiscal Agency Agreement (as defined below).
We will issue the bonds only in denominations of U.S. $5,000 and integral multiples of U.S. $5,000.
Withholding Tax
We will make payments of principal and interest in respect of the bonds without withholding or deducting for Canadian
withholding tax as set forth in "Tax Matters -- Canadian Federal Income Tax Consequences" and in "Description of
Bonds -- Payment of Additional Amounts" in the accompanying prospectus.
Collective Action Clauses
The bonds will contain provisions regarding voting on amendments, modifications and waivers. These provisions are
commonly referred to as collective action clauses and are described more fully in "Description of Bonds --
Modification." Under these provisions, we may amend certain key terms of the bonds, including the maturity date,
interest rate and other payment terms, with the consent of the holders of 75% of the aggregate principal amount of bonds
then outstanding.
S-3

DESCRIPTION OF BONDS
General
The 1.625% United States Dollar Bonds due January 22, 2025 in the initial aggregate principal amount of U.S. $3,000,000,000 will be issued
subject to a fiscal and paying agency agreement to be dated as of January 22, 2020 (the "Fiscal Agency Agreement") between Canada and the Citibank,
N.A., as fiscal agent, transfer agent, registrar and principal paying agent (the "Registrar").
The terms and conditions of the bonds are summarized below and are subject to the detailed provisions of the Fiscal Agency Agreement and the
exhibits thereto, including the form of the global bonds, a copy of which will be incorporated by reference as an exhibit to registration statement no.
333-222149. The bonds and the Fiscal Agency Agreement together constitute a contract, all of the terms and conditions of which the registered holder,
by acceptance of the bonds, assents to and is deemed to have notice of. Additional terms of the bonds are described in the accompanying prospectus
under the heading "Description of Bonds".
References to principal and interest in respect of the bonds shall be deemed also to refer to any Additional Amounts which may be payable. See
"Description of Bonds -- Payment of Additional Amounts" in the accompanying prospectus.
Status of the Bonds
The bonds will constitute direct unconditional obligations of Canada and as such will carry the full faith and credit of Canada. Payments of the
principal of and interest on the bonds will constitute a charge on and be payable out of the Consolidated Revenue Fund of Canada. The obligations of
Canada under the bonds rank equally with all of Canada's other unsecured and unsubordinated indebtedness and obligations from time to time
outstanding.
Form, Denomination and Registration
The bonds will be issued in the form of one or more fully registered global bonds registered in the name of Cede & Co., as nominee of DTC.
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 any of DTC (in the United States), CDS
(in Canada) or Clearstream, Luxembourg or Euroclear (in Europe) if they are participants in such systems, or indirectly 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, Luxembourg and
Euroclear will hold interests on behalf of their participants through customers' securities accounts in their respective names on the books of their
respective depositaries (the "U.S. Depositaries"), which in turn will hold such interests in customers' securities accounts in the names of the
U.S. Depositaries 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 physical delivery of bonds in definitive form and will not be
considered owners or holders thereof under the Fiscal Agency Agreement. See "Title" and "Definitive Certificates".
Bonds will only be sold in minimum denominations of U.S. $5,000 and integral multiples of U.S. $5,000.
All bonds will be recorded in a register maintained by the Registrar, and will be registered in the name of Cede & Co., for the benefit of owners of
beneficial interests in the global bonds, including participants in DTC, CDS, Clearstream, Luxembourg and Euroclear.
The Registrar will be responsible for (i) maintaining a record of the aggregate holdings of the global bonds of Cede & Co.; (ii) ensuring that
payments of principal and interest in respect of the global bonds received by the Registrar from Canada are duly credited to Cede & Co.; and
(iii) transmitting to Canada any notices from the registered holders of bonds.
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 of the
book-entry accounts in which such interests are held with the clearing systems and will be required to pay a sum sufficient to cover any stamp or other
tax or governmental charges payable on any transfer or exchange of the bonds.
Title
Subject to applicable law and the terms of the Fiscal Agency Agreement, Canada and the Registrar will treat the persons in whose name a global
bond is registered, initially Cede & Co., as nominee for DTC, as the owner of such global bond for the purpose of receiving payments of principal and
interest on the bonds and for all other purposes whatsoever, except in respect of the payment of Additional Amounts. Therefore, neither Canada nor the
Registrar has any direct responsibility or liability for the payment of principal or interest on the bonds to owners of beneficial interests in a global bond.
Interest
The bonds will bear interest from January 22, 2020 at a rate of 1.625% per annum. Interest on the bonds will be payable in two equal semi-annual
installments in arrears on January 22 and July 22 of each year, commencing July 22, 2020. Interest will be payable to the persons in whose names the
bonds are registered at the close of business on January 7 or July 7 (the regular record dates), as the case may be, preceding the applicable interest
payment date. 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 1.625% per annum (before as well as 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.
S-4

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 a 360-day year consisting of twelve 30-day months.
Payments
Principal of and interest on the bonds (including bonds in definitive form issued in exchange for the global bond as described under "Definitive
Certificates") are payable by Canada in United States dollars to the persons in whose names the bonds are registered at the close of business on the
record date preceding the relevant interest payment date or at maturity, as the case may be. The Registrar will act as Canada's principal paying agent for
the bonds pursuant to the Fiscal Agency Agreement. In the event definitive bonds are issued, Canada will appoint and maintain a transfer and paying
agent in Luxembourg as further described under "Definitive Certificates". Ownership positions within each clearing system will be determined in
accordance with the normal conventions observed by such system. Neither Canada nor the Registrar will have any responsibility or liability for any
aspect of the records of DTC, CDS, Clearstream, Luxembourg or Euroclear relating to or payments made by such clearing systems on account of
beneficial interests in a global bond or for maintaining, supervising or reviewing any records of such clearing systems relating to such beneficial
interests.
If any date for payment in respect of any bond is not a business day, the 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 any day which is not a
Saturday, Sunday or a legal holiday or a day on which banking institutions in the City of New York, the City of London, England, the City of Toronto or
at the applicable place of payment are authorized or obligated by law or executive order to close.
All funds paid to the Registrar or any paying agent for payment of principal or interest and any Additional Amounts shall be held in trust for the
registered holders of bonds. Any such moneys remaining unclaimed at the end of two years after the date on which such principal, interest or Additional
Amounts shall have become due and payable shall be repaid to Canada, as provided and in the manner set forth in the bonds.
Further Issues
Canada may from time to time, without notice to or the consent of the registered holders of the bonds, create and issue further bonds having terms
and conditions the same as, and ranking equally with the bonds being issued pursuant to this prospectus supplement 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. Any further bonds shall be issued
subject to an agreement supplemental to the Fiscal Agency Agreement.
Maturity, Redemption and Purchases
The principal amount of the bonds shall be due and payable on January 22, 2025. The bonds are not subject to any sinking fund, are not
redeemable at the option of Canada prior to maturity unless certain events occur involving Canadian taxation as provided below and are not repayable at
the option of the holder prior to maturity.
The bonds may be redeemed at the option of Canada in whole, but not in part, at any time, on giving not less than 10 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) Canada has or will become obliged to pay Additional
Amounts as provided in the accompanying prospectus under the caption "Description of Bonds -- Payment of Additional Amounts" 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 becomes
effective on or after the date of this prospectus supplement, and (b) such obligation cannot be avoided by Canada taking reasonable measures available
to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which Canada would be obliged to pay
such Additional Amounts were a payment in respect of the bonds then due. Prior to the delivery of any notice of redemption pursuant to this paragraph,
Canada shall deliver to the Registrar a certificate signed by an officer of Canada stating that Canada is entitled to effect such redemption and setting
forth a statement of facts showing that the conditions precedent to the right of Canada so to redeem have occurred.
Canada may, if not in default under the bonds, at any time purchase bonds in the open market, or by tender or by private contract at any price and
may cause the Registrar to cancel any bonds so purchased.
S-5

Definitive Certificates
No beneficial owner of bonds will be entitled to receive physical delivery of bonds in definitive form except in the limited circumstances
described below.
If DTC notifies Canada that it is unwilling or unable to continue as depositary in connection with the global bonds or ceases to be a recognized
clearing agency registered under the U.S. Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed by Canada
within 90 days after receiving such notice or becoming aware that DTC is no longer so registered, Canada will issue or cause to be issued fully
registered bonds in definitive form in exchange for the global bonds. Canada may also at any time and in its sole discretion determine not to have any of
the bonds held in the form of a global bond and, in such event, will issue or cause to be issued fully registered bonds in definitive form in exchange for
such global bond. In the event definitive bonds are issued and for so long as the bonds are listed on the Luxembourg Stock Exchange, and the rules of
the Luxembourg Stock Exchange so require, Canada will appoint and maintain a transfer and paying agent in Luxembourg and notice of such
appointment will be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on
the Luxembourg Stock Exchange website at www.bourse.lu.
Fully registered bonds in definitive form may be presented at the office of the Luxembourg transfer agent, for registration of transfer or exchange
by the Registrar in accordance with the Fiscal Agency Agreement. Payments of interest on fully registered bonds in definitive form will be made by the
Registrar by cheque or wire transfer in accordance with the Fiscal Agency Agreement. Fully registered bonds in definitive form may be surrendered at
the office of the Registrar, the Luxembourg paying agent or such other paying agent appointed by Canada for payment of principal at maturity or on the
date fixed for redemption.
Events of Default
The following events or circumstances shall be events of default (each an "Event of Default") in relation to the bonds, namely: (a) Canada fails to
pay any amount of principal in respect of the bonds on the due date for payment, (b) Canada fails to pay any amount of interest in respect of the bonds
on the due date for payment and such default shall have continued for a period of 30 days thereafter; or (c) Canada defaults in the performance or
observance of any of its other obligations under or in respect of the bonds and such default remains unremedied for 30 days after written notice requiring
such default to be remedied has been delivered to Canada at the specified office of the Registrar by the holder of any bond.
If any Event of Default shall occur and be continuing in relation to the bonds, any holder or holders of bonds holding in the aggregate not less
than 25% of nominal principal amount of the bonds then outstanding may, by written notice to Canada, at the specified office of the Registrar, declare
the principal amount of the bonds and all interest then accrued on the bonds shall be due and payable, whereupon the bonds shall become immediately
due and payable at their outstanding principal amount, together with all interest (if any) accrued thereon without presentment, demand, protest or other
notice of any kind, all of which Canada will expressly waive, anything contained in the bonds to the contrary notwithstanding, unless, prior thereto, all
Events of Default in respect of the bonds shall have been cured.
The holders of more than 50% of the aggregate principal amount of the outstanding bonds may rescind a declaration of acceleration if the Event of
Default or Events of Default giving rise to the declaration has or have been cured. No such rescission shall affect any other or any subsequent Event of
Default or any right of any holder in relation thereto.
Modification
The Fiscal Agency Agreement and the bonds may be amended or supplemented by Canada on the one hand, and the Registrar, on the other hand,
without notice to or the consent of the registered holder of any bond, for the purpose of curing any ambiguity, or curing, correcting or supplementing
any defective provisions contained therein, or effecting the issue of further bonds as described under "Further Issues" above, or in any other manner
which Canada may deem necessary or desirable and which, in the reasonable opinion of Canada, on the one hand, and the Registrar, on the other hand,
will not adversely affect the interests of the holders of bonds.
Canada may, and upon a request in writing from holders of bonds holding not less than 10% of the aggregate principal amount of the bonds then
outstanding, shall convene or cause to be convened a meeting of the holders of the bonds for any lawful purpose including to modify or amend by
Extraordinary Resolution (as defined below) the Fiscal Agency Agreement (except as provided in the immediately preceding paragraph) and the bonds
(including the terms and conditions thereof). An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding
on all holders of bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument signed by the holders of the bonds in
accordance with the definition below shall be binding on all holders of the bonds; provided, however, that if the proposed modification or amendment to
the Fiscal Agency Agreement or to the terms and conditions of the bonds would:
·
change the stated maturity of such bonds or change any interest payment date;
·
reduce or cancel the principal amount of such bonds;
·
change the rate of interest payable in respect of such bonds;
S-6

·
change the currency or place of payment of such bonds;
·
modify the provisions concerning the quorum required at any meeting of the holders of such bonds or any adjournment thereof or
concerning the percentage required to pass an Extraordinary Resolution;
·
impair the right to institute suit for the enforcement of any payment on or with respect to such bonds;
·
reduce the percentage of the principal amount of bonds necessary to waive any future compliance or past default;
·
reduce the amount of principal payable upon acceleration of the maturity of such bonds;
·
permit early redemption of such bonds or, if early redemption is already permitted, set a redemption date earlier than the date previously
specified or reduce the redemption price;
·
change the definition of "outstanding" with respect to such bonds;
·
change Canada's obligation to pay any Additional Amounts;
·
change the governing law provision of such bonds;
·
in connection with an exchange offer for such bonds, amend any event of default under such bonds;
·
change the status of such bonds, as described under "Description of Bonds -- Status of the Bonds;" or
·
amend any of the bulleted provisions above in any manner,
then the quorum for the passing of such Extraordinary Resolution shall be one or more persons present and holding or proxies holding or representing at
least 75% of the aggregate principal amount of the bonds then outstanding (or at any adjourned meeting at least 33 1/3%) and such Extraordinary
Resolution shall require the affirmative vote of persons present and holding or proxies holding or representing not less than 75% in aggregate principal
amount of the bonds then outstanding.
Except as described in the preceding paragraph, the term "Extraordinary Resolution" will be defined in the Fiscal Agency Agreement as a
resolution passed at a meeting of registered holders of bonds by the affirmative vote of the registered holders of not less than 66 2/3% of the principal
amount of the bonds then outstanding represented at the meeting in person or by proxy and voted on the resolution or as an instrument in writing signed
by the registered holders of not less than 66 2/3% of the aggregate principal amount of the outstanding bonds. Except as described in the preceding
paragraph, the quorum at any such meeting for passing an Extraordinary Resolution will be one or more registered holders of bonds present in person or
by proxy who hold or represent at least a majority in principal amount of the bonds then outstanding, or at any adjourned meeting called by Canada or
the Registrar, one or more persons present in person or by proxy whatever the principal amount of the bonds then outstanding so held or represented.
In the event that the Registrar receives written notice from Canada that Canada intends to amend any of the bonds in a manner that would require
the consent and agreement of the holders of such bonds by Extraordinary Resolution, the Registrar is authorized, without the need to convene a meeting
of holders of the bonds, or to seek the prior instructions of such holders, to follow the directions of Canada to facilitate discussion of the circumstances
giving rise to the proposed amendments, the terms of any proposed amendments and any other issues relevant to the proposed amendments; provided,
however, that the Registrar is and shall remain the agent of Canada and as such shall have no authority on behalf of any holder of any bonds to agree to
or to bind any such holder to any modification of the Fiscal Agency Agreement or any of the bonds, and it is acknowledged that the Registrar has no
fiduciary duty to the holders of such bonds.
The authority given to the Registrar to meet with Canada and other interested parties to facilitate discussions shall automatically terminate as of
the first meeting of the holders of the bonds to occur following the date on which the Registrar received the written notice from Canada referred to
above unless such holders of the bonds shall have passed a resolution at that meeting (or at any adjournment thereof) authorizing the Registrar to
continue to act in this capacity.
For purposes of determining whether the required percentage of holders of such bonds has approved any amendment, modification or change to,
or waiver of, the bonds or the Fiscal Agency Agreement, or whether the required percentage of holders has delivered a notice of acceleration of such
bonds, bonds which are held, directly or indirectly, by Canada will be disregarded and deemed not to be outstanding.
So long as the bonds are listed on the Luxembourg Stock Exchange, notice of any amendment will be published in a leading newspaper having
general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or on the Luxembourg Stock Exchange website at www.bourse.lu.
Governing Law
The bonds and the Fiscal Agency Agreement will be governed by, and interpreted in accordance with, the laws of the Province of Ontario, Canada
and the laws of Canada applicable therein.
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