Security Offered:

Issuer:

Ranking:

Expected Ratings:*

(Moody’s/S&P)

Principal Amount:

Trade Date:

Settlement Date:

Maturity Date:

Coupon Payment Dates:

Benchmark Bond:

Benchmark Price/ Yield:

Re-Offer Spread:

+ 87.0 basis points versus the Government of Canada curve (“GoC”)

+ 86.7 basis points versus the CAN 2.50% due June 1, 2024 which includes the curve adjustment of -0.3 basis points.

Canada Curve Definition:

Issue Yield:

Coupon (Interest Rate):

Price to Public:

Minimum Denominations:

Optional Redemption:

CUSIP/ISIN:

Day Count Convention:

Settlement/Form:

Governing Law:

Use of Proceeds:

Listing:

Form of Distribution:

The distribution of the Notes is being made on a private placement basis to purchasers in each of the provinces of Canada (the “Offering Jurisdictions”) under a Canadian offering memorandum dated May 15, 2017 (the “Canadian Offering Memorandum”), which will include the U.S. prospectus dated October 11, 2016, as supplemented by a U.S. prospectus supplement dated May 15, 2017 that form part of the registration statement filed with the United States Securities and Exchange Commission. The distribution will be made in reliance on statutory exemptions from the prospectus requirements of Canadian securities laws applicable in each of the Offering Jurisdictions and, in particular, the Notes will only be sold in:

a)      the province of Alberta, pursuant to the “accredited investor exemption” (as defined in National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”)) and therefore only to purchasers that are “accredited investors” (as such term is defined in NI 45-106) who purchase the Notes as principal (or are deemed to be purchasing as principal) that are not individuals unless those individuals are also “permitted clients” (as such term is defined in National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations) and was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106; and

b)      the Offering Jurisdictions other than the province of Alberta, pursuant to the C$150,000 minimum amount investment exemption, and therefore only to purchasers that are not individuals and that are purchasing as principal, Notes with an acquisition cost to each purchaser of not less than C$150,000 paid in cash at the time of closing, unless such a purchaser is a person acting on behalf of a fully managed account described in paragraph (p) or (q) of the definition of “accredited investor” in section 1.1 of NI 45-106 in which case the Notes may only be sold on a private placement basis to such purchaser pursuant to the “accredited investor exemption”.

Resale Restrictions:

Joint Book-Running Managers:

BofA Merrill Lynch

HSBC

TD Securities

Co-Managers:

Barclays

BNP PARIBAS

Citigroup

Goldman Sachs & Co. LLC

J.P. Morgan Securities Canada Inc.

Morgan Stanley

SOCIETE GENERALE

UBS Investment Bank

Wells Fargo Securities