Obligation Ontarian Province 1.75% ( US683234C895 ) en USD

Ontarian Province

100 % ▼

Canada

US683234C895 ( en USD )

1.75% par an ( paiement semestriel )

24/01/2023 - Obligation échue

Prospectus brochure de l'obligation Province of Ontario US683234C895 en USD 1.75%, échue

5 000 USD

3 000 000 000 USD

683234C89

L'Ontario est la province la plus peuplée du Canada, riche en ressources naturelles, avec une économie diversifiée axée sur les secteurs manufacturier, des services et des technologies.

La Province de l'Ontario, une entité gouvernementale sous-souveraine majeure du Canada reconnue pour sa stabilité financière, a procédé au remboursement intégral d'une de ses obligations dollarisées, identifiée par le code ISIN US683234C895 (Code CUSIP : 683234C89). Cette émission de type obligation, libellée en dollars américains (USD), représentait une taille totale de 3 000 000 000 USD, avec une taille minimale d'achat fixée à 5 000 USD. Portant un taux d'intérêt de 1.75% et prévoyant une fréquence de paiement semestrielle (2), l'obligation, qui se négociait à 100% de sa valeur nominale sur le marché, a atteint sa maturité le 24 janvier 2023 et a été intégralement remboursée à cette date, confirmant ainsi le respect de ses engagements par l'émetteur canadien.

US$3,000,000,000
Province of Ontario
(Canada)
1.750% Bonds due January 24, 2023

We will pay interest on the Bonds at the rate of 1.750% per year. Interest will be paid on January 24 and July
24 of each year, beginning July 24, 2020. The Bonds will mature on January 24, 2023. We may not redeem the
Bonds before maturity, unless specified events occur involving Canadian taxation.
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 Professional Segment
of the Euro MTF Market of the Luxembourg Stock Exchange. The Euro MTF Market of the Luxembourg Stock
Exchange is not a regulated market for purposes of 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 Professional Segment of the Euro MTF Market and have been
admitted to the Official List of the Luxembourg Stock Exchange. This Prospectus Supplement together with the
Basic Prospectus constitute a Prospectus for the purpose of the Luxembourg Law dated July 16th, 2019 on
Prospectuses for Securities. We have undertaken to the underwriters to use all reasonable efforts to have the Bonds
listed on the Luxembourg Stock Exchange on or as soon as possible after the closing of the issue.
Investing in the Bonds involves risks. See "Risk Factors" beginning on page S-8.

Neither the U.S. Securities and Exchange Commission (the "SEC") nor any other regulatory authority
has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus
supplement dated January 27, 2020 (the "Prospectus Supplement") and the accompanying basic prospectus
dated August 23, 2019 (the "Basic Prospectus"). Any representation to the contrary is a criminal offense.

Per Bond
Total
Public Offering Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.953%
US$2,998,590,000
Underwriting Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.100%
US$ 3,000,000
Proceeds, before expenses, to Ontario . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.853%
US$2,995,590,000
The initial public offering price set forth above does not include accrued interest, if any. Interest on the Bonds
will accrue from January 24, 2020, and must be paid if the Bonds are delivered after that date.

The Bonds have been delivered in book-entry form 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 January 24, 2020.

Citigroup Goldman
Sachs
International Morgan
Stanley TD
Securities

Prospectus Supplement dated January 27, 2020

The words "the Province", "we", "our", "ours" and "us" refer to the Province of Ontario.

References in this Prospectus Supplement to the European Economic Area and Member States of the European
Economic Area are to the member states of the European Union together with Iceland, Norway and Liechtenstein.

Unless otherwise specified or the context otherwise requires, references in this Prospectus Supplement to "$"
and "Canadian dollars" are to lawful money of Canada and "US$" and "U.S. dollars" are to lawful money of the
United States of America. The daily average exchange rate between the US$ and the Canadian dollar published by
the Bank of Canada on January 16, 2020 was approximately $1.00 = US$0.7666.

IMPORTANT INFORMATION FOR INVESTORS

We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. Before making an investment decision, you should consult your legal and investment
advisers regarding any restrictions or concerns that may pertain to you and your particular jurisdiction.

The Basic Prospectus contains or incorporates by reference information about us and other matters, including
a description of some of the terms of our Bonds, and should be read together with this Prospectus Supplement. We
have not, and the underwriters have not, authorized anyone to provide any information other than that incorporated
by reference or contained in the Basic Prospectus or this Prospectus Supplement 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 during the stabilization period
at a level higher than that which might otherwise prevail. However, stabilization may not necessarily occur. 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 cease at any time, but it must end no later than the earlier of 30 days after
the date on which the Province received the proceeds of the issue and 60 days after the date of the allotment of the
Bonds. Any stabilization action or over-allotment must be conducted by the relevant underwriter (or persons acting
on their behalf) and will be undertaken at the offices of the underwriters (or persons acting on their behalf) and on
the Professional Segment of the Euro MTF Market of the Luxembourg Stock Exchange in accordance with all
applicable laws and rules.

In connection with the issue of the Bonds, the underwriters are not acting for anyone other than us and will
not be responsible to anyone other than us for providing the protections afforded to their clients nor for providing
advice in relation to the offering of the Bonds.

This Prospectus Supplement has been prepared on the basis that all offers of 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 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 to legal entities which
are qualified investors as defined in the Prospectus Regulation, provided that no such offer of Bonds shall require
the Province or any underwriter to produce or publish a prospectus pursuant to Article 3 of the Prospectus
Regulation in relation to such offer.

S-2

Neither the Province nor any underwriter has authorized, nor do they authorize, the making of any offer of
Bonds to any legal entity which is not a qualified investor as defined in the Prospectus Regulation.
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.
Each person in a Member State of the European Economic Area who receives any communication in respect
of, or who acquires any Bonds under, the offer contemplated in this Prospectus Supplement will be deemed to have
represented, warranted and agreed to and with each underwriter and the Province that it and any person on whose
behalf it acquires Bonds is a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation.
The expression "Prospectus Regulation" means Regulation (EU) 2017/1129.

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 channels.

All Bonds shall be prescribed capital markets products (as defined in Singapore's 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).
Delivery of the Bonds has been made against payment therefor on 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 this
Prospectus Supplement or any applicable 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

S-3

(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

Legal investment considerations may restrict investments in, or the ability to pledge, the Bonds, limiting the
market for resales

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

You may assume that the information appearing in this Prospectus Supplement and the Basic Prospectus, as
well as the information we previously filed with the SEC, and incorporated by reference, is accurate in all material
respects as of the date of such document.

We have filed a registration statement with the SEC covering the portion of the Bonds to be sold in the United
States or in circumstances where registration of the Bonds is required. For further information about us and the
Bonds, you should refer to our registration statement and its exhibits. This Prospectus Supplement and the Basic
Prospectus summarize material provisions of the agreements and other documents that you should refer to. Because
the Prospectus Supplement and the Basic Prospectus may not contain all of the information that you may find
important, you should review the full text of these documents and the documents incorporated by reference in the
Basic Prospectus.

We file reports and other information with the SEC in the United States. Information filed by the Province is
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. Our website
address is www.ontario.ca. The information contained on, or accessible through, the website does not constitute a
part of this Prospectus Supplement or Basic Prospectus. We have included the website address in this Prospectus
Supplement solely as an inactive textual reference.

S-4

TABLE OF CONTENTS

Page

PROSPECTUS SUPPLEMENT
Summary of the Offering ...................................................................................................................................... S-6
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-8
Description of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-10
Clearing and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-16
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-19
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-20
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-24
Authorized Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-24
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-24
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-25

PROSPECTUS
About This Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Province of Ontario . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Description of Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Use of Proceeds ...................................................................................................................................................... 10
Plan of Distribution ................................................................................................................................................ 10
Debt Record ........................................................................................................................................................... 11
Legal Matters ......................................................................................................................................................... 11
Authorized Agent ................................................................................................................................................... 12
Experts and Public Official Documents ................................................................................................................. 12

S-5

SUMMARY OF THE OFFERING

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

Issuer
The Province of Ontario.

Legal Entity Identifier
C7PVKCRGLG18EBQGZV36
(LEI)
Aggregate principal
US$3,000,000,000
amount
Interest rate
1.750% per year

Maturity date
January 24, 2023

Interest payment dates
January 24 and July 24 of each year, beginning July 24, 2020. Interest will accrue
from January 24, 2020.

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

Proceeds
After deducting the underwriting discount and our estimated expenses of
US$212,462 our net proceeds will be approximately US$2,995,377,538.

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

Listing
We have applied to have the Bonds admitted to trading on the Professional Segment
of the Euro MTF Market of the Luxembourg Stock Exchange. We have undertaken
to the underwriters to use all reasonable efforts to have the Bonds admitted to the
Official List of the Luxembourg Stock Exchange and to trading on the professional
segment of the Luxembourg Stock Exchange's Euro MTF Market on or as soon as
possible after the closing of the issue. The Euro MTF Market is not a regulated
market for purposes of MiFID II.

Form of Bond and
The Bonds will be issued in the form of one or more fully registered permanent
settlement
global bonds registered 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 S.A., known as Clearstream, or Euroclear Bank SA/NV, known as
Euroclear (in Europe and in Asia), if they are participants in such systems, or
indirectly through organizations which are participants in such systems. CDS will
hold interests on behalf of its participants directly through its account at DTC.
Clearstream and Euroclear will hold interests as indirect participants in DTC.

S-6

Except in limited circumstances, investors will not be entitled to have Bonds
registered in their names, will not receive or be entitled to receive Bonds in definitive
form and will not be considered registered holders thereof under the fiscal agency
agreement.

Bonds will only be sold in minimum aggregate principal amounts of US$5,000 and
integral multiples of US$1,000 for amounts in excess of US$5,000. Initial settlement
for the Bonds will be made in immediately available funds. Principal of and interest
on the Bonds are payable in U.S. dollars.

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

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

Risk factors
We believe that the following factors represent the principal risks inherent in
investing in the Bonds: 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; exchange rates may affect the value of
judgments in Canadian currency; 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; investors may be subject to
exchange rate risks and exchange controls; and we have ongoing normal course
business relationships with some of the underwriters and their affiliates that could
create the potential for, or perception of, conflict among the interests of underwriters
and prospective investors.

We may be contacted at the Ontario Financing Authority, 1 Dundas Street West, 14th Floor, Toronto,
Ontario, Canada M5G 1Z3. Our telephone number is (416) 845-1708.

S-7

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.
We believe that the factors described below represent the principal risks inherent in investing in the Bonds
but we do not represent that the statements below regarding the risks of holding any Bonds are exhaustive.
Prospective investors should also read the detailed information set out elsewhere in this Prospectus Supplement
and the Basic Prospectus (including any documents deemed to be incorporated by reference herein or therein) and
reach their own views prior to making any investment decision.

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. 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. 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 Professional Segment of
the Euro MTF Market of the Luxembourg Stock Exchange as soon as possible after the closing of the issue.

The Bonds are subject to modification and waiver of conditions in certain circumstances
The terms of the Bonds contain provisions for calling meetings of bondholders to consider matters affecting
their interests generally. These provisions permit defined majorities to bind all bondholders including bondholders
who did not attend and vote at the relevant meeting and bondholders who voted in a manner contrary to the
majority.
The terms of the Bonds also provide that the parties to the fiscal agency agreement will be able to enter into
agreements supplemental to the fiscal agency agreement to create and issue further bonds ranking pari passu with
the Bonds in all respects, or in all respects other than in respect of the date from which interest will accrue and the
first interest payment date, and that such further bonds shall be consolidated and form a single series with the Bonds
and shall have the same terms as to status, redemption or otherwise as the Bonds.
The terms of the Bonds also provide that the parties to the fiscal agency agreement will be able to amend the
fiscal agency agreement and the Bonds without notice to or consent of the bondholders for the purpose of curing
ambiguity or curing, correcting or supplementing any defective provisions therein, or effecting the issue of further
bonds as described above or in any other manner the parties to the fiscal agency agreement may deem necessary or
desirable and which will not, in their reasonable opinion, adversely affect the interests of the bondholders.

Exchange rates may affect the value of judgments in Canadian currency
The Currency Act (Canada) precludes a court in Canada from giving judgment in any currency other than
Canadian currency. In Ontario, the court's judgment may be based on a rate of exchange determined in accordance
with section 121 of the Courts of Justice Act (Ontario), which rate of exchange is usually a rate in existence on the
business day immediately preceding the date of payment of the judgment. Holders would bear the risk of exchange
rate fluctuations between the time the Canadian dollar amount of the judgment is calculated and the time the holders
receive payment.
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 issued in the form of one or more fully registered global bonds which will be deposited
with DTC or its nominee. Except in limited circumstances, investors will not be entitled to receive Bonds in

S-8

definitive form. DTC or its participants will maintain records of the beneficial interests in the Bonds. Investors
will be able to trade their beneficial interests only through DTC.

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 and its
participants 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 and the federal laws of Canada applicable therein
in effect as at the date of this Prospectus Supplement. No assurance can be given as to the impact of any possible
judicial decision or change to the laws of the Province or the federal laws of Canada applicable therein or
administrative practice after the date of this Prospectus Supplement.

Investors may be subject to exchange rate risks and exchange controls

We will pay principal and interest on the Bonds in the currency of 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.

Our underwriters may have real or perceived conflicts of interest

Certain of the underwriters and their affiliates have engaged, and may in the future engage, in investment
banking and/or commercial banking transactions with, and may perform services for us in the ordinary course of
business and such activities could create the potential for or perception of conflict among the interests of
underwriters and prospective investors.

S-9

DESCRIPTION OF BONDS

General

Our 1.750% Bonds due January 24, 2023, in the aggregate principal amount of US$3,000,000,000 will be
issued under a fiscal agency agreement dated as of January 24, 2020, between us and The Bank of New York
Mellon, as registrar, fiscal agent, transfer agent and principal paying agent (the "Registrar"), which defines your
rights as a holder of the Bonds.

The information contained in this section and in the Basic Prospectus summarizes some of the terms of the
Bonds and the fiscal agency agreement. You should read the information set forth below together with the section
"Description of Debt Securities" in the Basic Prospectus, which summarizes the general terms of the Bonds and
the fiscal agency agreement. This Prospectus Supplement describes the terms of the Bonds in greater detail than
the Basic Prospectus and may provide information that differs from the Basic Prospectus. If the information in this
Prospectus Supplement differs from the Basic Prospectus, you should rely on the information in this Prospectus
Supplement. You should also read the fiscal agency agreement and the exhibits thereto, including the form of
Global Bonds (as defined below), for a full description of the terms of the Bonds. A copy of the fiscal agency
agreement and its exhibits will be available for inspection at our office.

References to principal and interest in respect of the Bonds shall be deemed also to refer to any Additional
Amounts which may be payable as described below. See "Payment of Additional Amounts."

Status of the Bonds

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

Form, Denomination and Registration

The Bonds will be issued in the form of fully registered permanent global bonds ("Global Bonds") registered
in the name of 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 through any of DTC (in the United States), CDS (in Canada)
or Clearstream or Euroclear (in Europe and in Asia) if they are participants of such systems, or indirectly through
organizations which are participants in such systems. 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."

Bonds will only be sold in minimum aggregate principal amounts of US$5,000 and integral multiples of
US$1,000 for amounts in excess of US$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, those beneficial owners
which are participants of CDS, Clearstream and Euroclear.

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