Filed Pursuant to Rule 433
Registration No. 333-105400
Province of Ontario 4.75% Bonds due January 19, 2016
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Underwriting Agreement dated as of January 10, 2006
Issuer: Province of Ontario
Underwriters:
<Table>
<Caption>
PRINCIPAL AMOUNT
UNDERWRITER OF SECURITIES
TO BE PURCHASE
----------- ----------------
The Toronto-Dominion Bank................ US$260,000,000
Barclays Capital Inc..................... 260,000,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................. 260,000,000
CIBC World Markets Corp.................. 50,000,000
RBC Capital Markets Corporation.......... 50,000,000
ABN AMRO Bank N.V........................ 15,000,000
BNP PARIBAS Securities Corp.............. 15,000,000
Citigroup Global Markets Inc............. 15,000,000
Credit Suisse First Boston LLC........... 15,000,000
Deutsche Bank Securities Inc............. 15,000,000
HSBC Securities (USA) Inc................ 15,000,000
National Bank Financial Inc.............. 15,000,000
Scotia Capital (USA) Inc................. 15,000,000
</Table>
Fiscal Agency Agreement: Fiscal Agency Agreement dated as of
January 18, 2006 between the Province
of Ontario and The Bank of New York,
as Fiscal Agent
Ratings of the Province of Ontario: Moody's Aa2; S&P: AA; Composite: AA
Title, Purchase Price and Description of Securities
Title: 4.75% Bonds due January 19, 2016
Aggregate principal amount: U.S.$1,000,000,000
Denomination: U.S.$5,000 and integral multiples of
U.S.$1,000 for amounts in excess of
U.S.$5,000
Price to public: 99.371% plus accrued interest from
January 18, 2006 if settlement occurs
after that date
Purchase price (include accrued
interest or amortization, if any): 99.171% plus accrued interest from
January 18, 2006 if settlement occurs
after that date
Proceeds $991,576,400 after deducting the
underwriting discount and our
estimated expenses
Underwriting discount: 0.20%
Maturity: January 19, 2016
Interest rate: 4.75%
Yield 4.83%
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Interest payment dates: Interest for the initial interest
period from and including January 18,
2006 to, but excluding, July 19, 2006
will be payable on July 19, 2006.
Thereafter, interest will be payable
in two equal semi-annual installments
in arrears on January 19 and July 19.
Redemption provisions: The Securities will not be redeemable
prior to maturity unless specified
events occur involving Canadian
taxation
Withholding Taxes: Principal of and interest on the
Securities will be payable without
withholding or deduction for Canadian
withholding taxes to the extent
described in the Preliminary Final
Prospectus and Final Prospectus
Business Days: London, New York, Toronto
Sinking fund provisions: None
Other provisions: None
The Issuer has filed a registration statement (including a prospectus) with the
SEC for the offering to which this communication relates. Before you invest, you
should read the prospectus in that registration statement and other documents
the Issuer has filed with the SEC for more complete information about the Issuer
and this offering. You may get these documents for free by visiting EDGAR on the
SEC Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any
dealer participating in the offering will arrange to send you the prospectus if
you request it by calling TD Securities toll-free at 1-800-263-5292, Barclays
Capital toll-free at 1-888-227-2275 (ext. 2663), or Merrill Lynch & Co.
toll-free at 1-800-248-3580.
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