09/29/2026 | Press release | Distributed by Public on 09/29/2026 11:08
PROVINCE OF BRITISH COLUMBIA
U.S.$3,000,000,000
5.300% BONDS, SERIES BCUSG-21, DUE SEPTEMBER 29, 2036
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FISCAL AGENCY AGREEMENT
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Dated as of September 29, 2026
PROVINCE OF BRITISH COLUMBIA
FISCAL AGENCY AGREEMENT dated as of September 29, 2026, between the Province of British Columbia (the "Province") and The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York acting pursuant to its appointment under Section 2 of this Agreement (the "Fiscal Agent", which term includes any successor Fiscal Agent appointed in accordance with this Agreement).
1. Underwriting Agreement. The Province entered into an underwriting agreement dated as of September 22, 2026, with the representatives of the several underwriters named therein, providing for the issue and sale by the Province of U.S.$3,000,000,000 aggregate principal amount of its 5.300% Bonds, Series BCUSG-21, due September 29, 2036 (the "Bonds").
2. Appointment of Fiscal Agent and Paying Agents. (a) The Province hereby appoints the Fiscal Agent, at present having its principal corporate trust office at 240 Greenwich Street, 7E, New York, New York 10286, in the Borough of Manhattan, the City and State of New York, as fiscal agent, registrar, transfer agent and principal paying agent of the Province for the Bonds, upon the terms and subject to the conditions set forth in this Agreement, and the Fiscal Agent accepts such appointment.
(b) The Province may from time to time appoint one or more additional agents (hereinafter called a "Paying Agent" or the "Paying Agents") for the payment (subject to applicable laws and regulations) of the principal of and interest and Additional Amounts (which term shall mean the same herein as defined in the terms and conditions of the Bonds), if any, on the Bonds at such place or places as the Province may determine. Any such Paying Agent or Paying Agents appointed by the Province will have the benefit of and be subject to the provisions of this Agreement to the same extent as the Fiscal Agent in its capacity as principal paying agent. The Province may at any time terminate the appointment of any Paying Agent; provided that 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 in Luxembourg. Upon the appointment of a Paying Agent in Luxembourg and in the event of a change in such Paying Agent in Luxembourg, notice 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, currently at www.luxse.com. The Province will keep the Fiscal Agent informed as to the name, address, and telephone and facsimile numbers of each Paying Agent appointed by it and will notify the Fiscal Agent of the resignation or removal of any Paying Agent. The Fiscal Agent shall arrange with each Paying Agent for the payment, as provided herein, of the principal of and interest and Additional Amounts, if any, on the Bonds on terms approved by the Province (further references herein to principal and interest shall be deemed to also refer to any Additional Amounts).
3. Form. (a) The Bonds shall initially be issued in the form of six fully registered global certificates without coupons (such registered global certificates and any registered global certificate or certificates issued upon any transfer or exchange thereof or in replacement therefor are hereinafter referred to as the "Global Bonds"). The Global Bonds shall initially be registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC") and held by The Bank of New York Mellon as custodian for DTC. As long as DTC or its nominee is the registered holder of the Global Bonds, DTC or its nominee, as the case may be, will be considered the sole owner and registered holder of the Bonds ("registered holder" and such holders collectively, the "registered holders") for all purposes under this Agreement and the Global Bonds. Neither the Province nor the Fiscal Agent will have any responsibility or liability for any aspect of the records relating to or payments made by DTC or any DTC direct or indirect participant, including CDS Clearing and Depository Services Inc., Clearstream Banking S.A. and Euroclear Bank SA/NV, on account of beneficial ownership interests in the Global Bonds or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Except as provided in Section 6, 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 registered form and will not be considered registered holders under this Agreement. The Global Bonds will be substantially in the form attached hereto as Exhibit 1.
(b) All Bonds (including the Global Bonds) shall be signed and countersigned on behalf of the Province, manually or in facsimile, by its authorized officials, and may be sealed with the manual or facsimile seal of its Ministry of Finance. In the event that any official of the Province who shall have signed or countersigned or whose facsimile signature or countersignature shall appear upon any of the Bonds shall cease to hold such office before the Bonds so signed shall actually have been authenticated, registered or delivered, such Bonds nevertheless may be authenticated, registered and delivered with the same force and effect as though such person who signed or countersigned such Bonds had not ceased to be such official of the Province. For the purposes of this Section, "facsimile" includes by engraving, lithography, printing or electronic means.
4. Authentication. The Fiscal Agent shall, upon receipt of Bonds duly executed on behalf of the Province together with a written order or orders from the Province to authenticate and deliver such Bonds in a stated aggregate principal amount, (i) authenticate and register not more than the said aggregate principal amount of Bonds and deliver them in accordance with the written order or orders of the Province and (ii) thereafter authenticate, register and deliver Bonds in accordance with the provisions of Sections 5, 6 and 8. The total amount of the Bonds to be issued and outstanding at any time, whether in the form of Global Bonds or Bonds in definitive registered form issued in exchange for the Global Bonds, shall not exceed U.S.$3,000,000,000 in aggregate principal amount (or such lesser amount as may be determined in accordance with Section 9(d)), plus the aggregate principal amount of any additional bonds issued by the Province pursuant to any supplement hereto in accordance with Section 15.
5. Registration, Transfers and Exchanges. (a) The Fiscal Agent, as agent of the Province for such purpose, shall at all times keep at its office in the borough of Manhattan, the City and State of New York or at such other office reasonably satisfactory to the Province (the "Fiscal Agent's Office") a register (the "Register") for the initial registration and registration of transfers and exchanges of Bonds, in which shall be entered the names and addresses of the registered holders and the principal amount of and other particulars of the Bonds held by them. Subject to Section 6, upon surrender for registration of transfer of any Bond at the Fiscal Agent's Office, the Fiscal Agent shall authenticate, register and deliver, in the name of the transferee or transferees, a new Bond or Bonds for a like aggregate principal amount in accordance with the provisions of the Bonds. Subject to Section 6, upon surrender of any Bond at the Fiscal Agent's Office for exchange the Fiscal Agent shall authenticate, register and deliver, in exchange for such Bond, a new Bond or Bonds of the appropriate authorized denomination or denominations and for a like aggregate principal amount in accordance with the provisions of the Bonds. The Province and the Fiscal Agent shall 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.
(b) All new Bonds authenticated and delivered by the Fiscal Agent upon registration of transfer or in exchange for Bonds of other denominations shall be dated so that neither gain nor loss of interest shall result from such registration of transfer or exchange.
(c) All Bonds presented or surrendered for registration of transfer, exchange or payment shall be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Fiscal Agent, which form shall be in accordance with the prevailing United States transfer regulations and practices and duly executed by the registered holder or its duly authorized attorney.
(d) The Fiscal Agent shall not impose any service charge on the registered holder for any such registration of transfer or exchange of Bonds other than reasonable fees for the replacement of lost, stolen, mutilated, defaced or destroyed Bond certificates; 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 this 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 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.
(e) The Province and the Fiscal Agent shall deem and treat the person in whose name a Bond is registered as the absolute owner of such Bond for all purposes whatsoever, whether or not such Bond is overdue, and neither the Province nor the Fiscal Agent shall be affected by notice to the contrary. All payments to or on the order of any registered holder are valid and effectual to discharge the liability of the Province or the Fiscal Agent on such Bond to the extent of the sum or sums paid.
(f) The Fiscal Agent shall not be required to register any transfer or exchange of Bonds during the period from any Record Date to the next following Interest Payment Date and for the purposes of any interest payment made on an Interest Payment Date in accordance with Section 7(b) or (c), such payment shall be made to those persons in whose names the Bonds are registered at the close of business on the Record Date. In this Agreement, the terms "Interest Payment Date" and "Record Date" will bear the meanings ascribed to them in the Bonds.
6. Special Provisions Relating to the Global Bonds. (a) Unless a Global Bond is presented by an authorized representative of DTC to the Province or the Fiscal Agent for registration of transfer, exchange or payment, and any replacement Global Bond issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by such authorized representative), any transfer, pledge or other use of the Global Bond for value or otherwise shall be wrongful since the registered holder thereof has an interest therein.
(b) Except as provided in this Section 6, Bonds will not be issued in definitive registered form. If at any time DTC notifies the Province that it is unwilling or unable to continue as depositary for the Global Bonds or if at any time DTC ceases to be a clearing agency registered under the United States Securities Exchange Act of 1934, as amended, or otherwise ceases to be eligible to be a depositary or clearing agency, the Province shall appoint a successor depositary or clearing agency with respect to the Global Bonds. If a successor depositary or clearing agency for the Global Bonds is not appointed by the Province within 90 days after the Province receives such notice or becomes aware of such ineligibility, the Province shall execute Bonds in definitive registered form, and the Fiscal Agent, upon receipt thereof, shall authenticate and deliver such Bonds in definitive registered form without coupons, in minimum denominations of U.S.$5,000 and integral multiples of U.S.$1,000 for amounts in excess of U.S.$5,000, in an aggregate principal amount equal to the aggregate principal amount of the Global Bonds as of the exchange date.
(c) The Province may at any time and in its sole discretion determine not to have any of the Bonds held in the form of the Global Bonds. In such event, the Province shall execute Bonds in definitive registered form without coupons, in minimum denominations of U.S.$5,000 and integral multiples of U.S.$1,000 for amounts in excess of U.S.$5,000, in an aggregate principal amount equal to the aggregate principal amount of the Global Bonds as of the exchange date, and the Fiscal Agent, upon receipt thereof, shall authenticate such Bonds in definitive registered form and deliver them in accordance with this section.
(d) Upon the exchange of the Global Bonds for Bonds in definitive registered form, the Fiscal Agent shall cancel such Global Bonds and shall reduce the holdings of Cede & Co., or such other nominee of DTC as may be the registered holder at the time, on the Register to nil. Bonds in definitive registered form issued in exchange for the Global Bonds pursuant to this section shall be registered in such names as DTC, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Fiscal Agent or the Province. The Fiscal Agent shall deliver such Bonds in definitive registered form to or as directed by the persons in whose names such definitive registered Bonds are so registered and shall direct all payments to be made in respect of such Bonds in definitive registered form to the registered holders thereof on or after such exchange regardless of whether such exchange occurred after the Record Date for such payment.
(e) All Bonds in definitive registered form issued upon the exchange of the Global Bonds shall be valid obligations of the Province, evidencing the same debt, entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to the Global Bonds) as the Global Bonds surrendered upon such exchange.
(f) The Global Bonds may be transferred, in whole but not in part, only to another nominee of DTC or to a successor of DTC or its nominee.
(g) In the event definitive Bonds are issued and for so long as Bonds in definitive registered form are listed on the Euro MTF Market of the Luxembourg Stock Exchange and the rules of such exchange require, the Province 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, currently at www.luxse.com.
7. Payment. (a) The Province will pay to the Fiscal Agent, in immediately available funds, in United States dollars, to an account to be specified by the Fiscal Agent, on the day on which the same shall become due (or the next succeeding Business Day if such due date falls upon a day which is not a Business Day), all amounts to be paid on the Bonds for principal and interest on that date as required by the terms of the Bonds. The Province hereby authorizes and directs the Fiscal Agent, from the funds so paid to it, to make payment of the principal and interest in respect of the Bonds in accordance with their terms and the provisions set forth below. For the purposes of this Section 7(a), "Business Day" means a day other than a Saturday or Sunday on which banking institutions in New York, New York, London, England and Toronto, Ontario are not authorized or obligated by law or regulation to close. 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 authorized or obligated by law or regulation to be closed and no further interest shall be paid in respect of the delay in such payment.
(b) Payment of principal and interest on the Global Bonds shall be made by the Fiscal Agent to Cede & Co., as nominee of DTC, in accordance with the regular procedures established from time to time by DTC and the Fiscal Agent.
(c) Payment of principal in respect of Bonds in definitive registered form issued pursuant to Section 6 shall be made at the Fiscal Agent's Office. Payment of interest due on an Interest Payment Date will be made by sending by post or otherwise delivering a cheque to the registered addresses of registered holders, or, at the option of the Province if requested by a registered holder, otherwise transferring funds to such registered holder. Such cheque shall be dated the due date for payment and made payable to the order of the registered holder or, in the case of joint registered holders, to the order of all such joint holders (failing instructions from them to the contrary) and shall be sent to the address of that one of such joint holders whose name stands first in the Register as one of such joint holders. In the case of payments of interest due on an Interest Payment Date, the Fiscal Agent shall mail or otherwise deliver such cheques to the names and addresses of registered holders sufficiently in advance of the relevant due date for payment that receipt of such cheques by registered holders on or before the relevant due date is reasonably assured. In the case of payments of interest due on a Redemption Date (which term shall mean the same herein as defined in the terms and conditions of the Bonds), which is not an Interest Payment Date, the interest payments in respect of the Bonds shall be made at the Fiscal Agent's Office, together with the principal thereof.
(d) All monies paid to the Fiscal Agent under Section 7(a) shall be held by it in a separate account from the moment when such monies are received until the time of actual payment, in trust for the registered holders, to be applied by the Fiscal Agent to payments due on the Bonds at the time and in the manner provided for in this Agreement and the Bonds. Any money deposited with the Fiscal Agent for the payment of the principal or interest in respect of any Bond remaining unclaimed for two years after such principal or interest shall have become due and payable shall be repaid to the Province (with interest calculated in accordance with arrangements to be made between the Province and the Fiscal Agent from time to time) and the registered holder may thereafter look only to the Province for any payment to which such holder may be entitled.
(e) Any payment made to or for the account of the Fiscal Agent or any registered holder in respect of any amount payable by the Province pursuant to the Bonds or this Agreement in any currency (the "Original Currency") which payment is made in another currency (the "Other Currency") pursuant to any judgment or order of a court or tribunal of any jurisdiction, shall constitute a discharge to the Province only to the extent of the amount of the Original Currency which the Fiscal Agent or the registered holder, as the case may be, acting in a reasonably prompt manner, is able to purchase with the Other Currency so received. The Province shall, as a separate and independent obligation which shall not be merged in any such judgment or order, pay or cause to be paid the amount not so discharged in accordance with this subsection (e) and indemnify each of the Fiscal Agent or the registered holder in question against any loss or damage as a result of any such amount being paid in the Other Currency.
8. Mutilated, Defaced, Destroyed, Stolen or Lost Certificates. (a) If any Bond certificate is mutilated, defaced, destroyed, stolen or lost, application for replacement may be made to the Fiscal Agent at the Fiscal Agent's Office who shall promptly transmit such application to the Province. Such application shall be accompanied by the mutilated or defaced certificate or proof, satisfactory to the Province in its discretion, of the destruction, theft or loss of the certificate, and upon receipt by the Province of an indemnity satisfactory to it, the Province shall execute a new certificate of like tenor, and upon written instructions from the Province, the Fiscal Agent shall thereupon cancel the mutilated or defaced certificate or adjust the Register to reflect the destruction, theft or loss of a certificate, as the case may be, and authenticate, register and deliver such new certificate in exchange for the mutilated or defaced certificate or in substitution for the destroyed, stolen or lost certificate. Such replacement certificate shall be dated so that neither gain nor loss of interest will result from such exchange or substitution. All expenses associated with procuring any indemnity and with the preparation, authentication and delivery of a replacement certificate will be borne by the registered holder of the mutilated, defaced, destroyed, stolen or lost Bond certificate.
(b) Whenever any Bond, alleged to have been destroyed, stolen or lost for which a replacement Bond has been issued, is presented to the Fiscal Agent for payment on the Maturity Date (as defined herein), the Redemption Date or for registration of transfer or exchange, the Fiscal Agent shall promptly notify the Province in respect thereof and shall deal with such Bond only in accordance with the Province's instructions.
9. Maturity, Redemption and Purchases. (a) Unless previously redeemed for tax reasons as provided in the terms and conditions of the Bonds, or repurchased by the Province as provided below in subsection (c), the principal amount of the Bonds is due and payable on September 29, 2036 (the "Maturity Date").
(b) In accordance with the terms and conditions of the Bonds, upon receipt of a notice to redeem and a certificate of the Province, as set forth in the Bonds, the Fiscal Agent shall on behalf of the Province cause to be given to registered holders in accordance with Section 19(b), not less than 30 days and no more than 60 days prior to the Redemption Date, a notice of redemption stating:
(i) the Redemption Date; (ii) the redemption price; and (iii) if applicable, the place or places of surrender of the Bonds to be redeemed.
(c) The Province 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, in accordance with applicable law and, if definitive Bonds have been issued in accordance with Section 6, the Province may cause the Fiscal Agent to cancel any Bonds so purchased.
(d) If the Province elects to cancel any Bonds purchased by it when Bonds are held in the form of a Global Bond, it may require the Fiscal Agent to register such cancellation and to reduce the outstanding aggregate principal amount of the Global Bonds in accordance with the regular procedures of DTC in effect at such time. In addition, upon the Province's cancellation of any such Bonds, (i) the Fiscal Agent shall deem that the maximum amount of the Bonds to be issued and outstanding at any time (as described in Section 4) has been reduced by the principal amount of the Bonds so cancelled and (ii) if the principal amount of Bonds so cancelled equals or exceeds the principal amount of the last Global Bond (in sequential order by certificate number) and the Province so instructs, the Fiscal Agent shall, in accordance with its customary procedures, cancel such Global Bond, to reflect the reduction of the maximum amount of the Bonds to be issued and outstanding at any time.
10. Cancellation and Destruction. All Bonds which are paid on the Maturity Date or the Redemption Date, or surrendered for registration of transfer or exchange for other certificates, shall be cancelled by the Fiscal Agent who shall register such cancellation. The Fiscal Agent shall, as soon as practicable after the earliest of the date of cancellation of Bonds under this section or Section 8(a) or the date that the Register is adjusted to reflect the destruction, theft or loss of a certificate pursuant to Section 8(a), upon the written request of the Province, furnish the Province with a certificate or certificates of cancellation stating the serial numbers and total number of Bonds that have been cancelled. The Fiscal Agent shall destroy all cancelled Bonds in its possession in accordance with the written instructions of the Province and shall, upon the written request of the Province, furnish to the Province, on a timely basis, a certificate or certificates of destruction stating the serial numbers, dollar value and total number of all Bonds destroyed hereunder.
11. (a) Limit on Liability. In acting under this Agreement, the Fiscal Agent is acting solely as agent of the Province and does not assume any obligation or relationship of agency or trust for or with the registered holders, except that all funds held by the Fiscal Agent for payment of principal or interest shall be held in trust for the registered holders as provided in this Agreement.
(b) Rights and Liabilities of Fiscal Agent. The Fiscal Agent shall incur no liability for, or in respect of, any action taken, omitted to be taken or suffered by it in reliance upon any Bond, certificate, affidavit, instruction, notice, request, direction, order, statement or other paper, document or communication reasonably believed by it to be genuine. Any order, certificate, affidavit, instruction, notice, request, direction, statement or other communication from the Province made or given by it and sent, delivered or directed to the Fiscal Agent under, pursuant to, or as permitted by, any provision of this Agreement shall be sufficient for purposes of this Agreement if such communication is in writing and signed by any authorized officer or attorney-in-fact of the Province.
(c) Right of Fiscal Agent to Own Bonds. The Fiscal Agent and its officers, directors and employees, may become the registered holder of, or acquire any interest in, any Bonds, with the same rights that it or they would have if it were not the Fiscal Agent, or they were not such officers, directors or employees, and may engage or be interested in any financial or other transaction with the Province and may act on, or as depositary, trustee or agent for, any committee or body of registered holders or other obligations of the Province as freely as if it were not the Fiscal Agent hereunder or they were not such officers, directors or employees.
(d) Force Majeure. Neither the Fiscal Agent nor the Province shall be liable for any loss or damage resulting from the failure to perform its obligations under this Agreement or any term or condition herein if such failure is due to any cause beyond the reasonable control of the party relying on such cause, for so long as such cause may continue to cause such failure, including, without limitation, war, acts of terrorism, civil commotion, military disturbances, acts of God, fire, nuclear or natural catastrophes, third party labour disturbances, or any similar cause beyond the reasonable control of such party. Each party shall use commercially reasonable efforts to give notice to the other party as soon as reasonably possible of the occurrence of an event of force majeure as described under this provision and a summary of the action to be taken by it as a result of such event; provided, however, that such notice or failure to give such notice shall not in any way suspend or otherwise affect the operation of this provision.
Notwithstanding the foregoing,
(i) each party shall use commercially reasonable efforts to maintain contingency plans in place to either mitigate or negate the effects of any such event; and
(ii) each party shall at all times use commercially reasonable efforts to fully perform its obligations hereunder.
(e) WAIVER OF JURY TRIAL. EACH PARTY AND EACH REGISTERED HOLDER WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH A SUIT, ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS AGREEMENT.
(f)