CU Inc. — Capital/Financing Update 2021

Sep 1, 2021

Pricing Supplement No. 2 dated August 31, 2021 (To base shelf prospectus dated September 16, 2020)

==> picture [78 x 54] intentionally omitted <==

CU INC.

Debentures (Unsecured)

Amount of Issue:	$460,000,000	Agent Commission (%):	0.50%
Issue and Delivery Date:	September 3, 2021	Net Proceeds:	$457,700,000
Maturity Date:	September 5, 2051	Interest Payment Dates:	March 5 and September 5
Interest Rate:	3.174%	Initial Interest Payment Date:	March 5, 2022 (long first coupon
			of $7,380,202.19)
Price:	$100.00	Agents:	RBC Dominion Securities Inc.
			BMO Nesbitt Burns Inc.
			TD Securities Inc.
Yield to Maturity:	3.174%		Scotia Capital Inc.
			CIBC World Markets Inc.
			MUFG Securities (Canada), Ltd.
		CUSIP/ISIN Number:	12657ZBP7/CA12657ZBP77

Redemption Provision

CU Inc. (the "Corporation") shall be entitled to redeem the debentures issued hereunder (the "Debentures") in whole at any time, or in part from time to time, on notice given not more than 60 days and not less than 10 days prior to the date fixed for redemption (the "Redemption Date") and upon such conditions as may be specified in the applicable notice of redemption, at the greater of the Canada Yield Price (as defined below) and par, together with accrued and unpaid interest to the Redemption Date. In addition, after March 5, 2051 (six months prior to the maturity date of the Debentures), the Corporation shall be entitled to redeem the Debentures, in whole at any time, or in part from time to time, on notice given not more than 60 days and not less than 10 days prior to the Redemption Date (which notice may be given prior to March 5, 2051) and upon such conditions as may be specified in the applicable notice of redemption, at par, together with accrued and unpaid interest to the date of redemption.

"Canada Yield Price" shall mean the price of the Debentures determined on the third business day prior to the Redemption Date (the "Redemption Price Calculation Date") and calculated to provide a yield to the remaining term to March 5, 2051 equal to the Government of Canada Yield (as defined below) plus 0.345%.

"Government of Canada Yield" shall mean the yield to maturity which a non-callable Government of Canada Bond (issued in Canadian dollars in Canada with interest compounded semi-annually in arrears and having a term equal to the remaining term to March 5, 2051) would carry if issued at 100% of its principal amount on the Redemption Price Calculation Date. The Government of Canada Yield will be the average of the yields determined by two major Canadian investment dealers selected by the Corporation.

Use of Proceeds

The net proceeds to the Corporation from the issue of the Debentures will be used to finance capital expenditures, to repay existing indebtedness and for other general corporate purposes.

Documents Incorporated by Reference

In addition to this pricing supplement, the following documents of the Corporation which have been filed with securities regulatory authorities in each of the provinces of Canada are incorporated by reference into the Corporation's base shelf prospectus dated September 16, 2020 (the "Base Shelf Prospectus"), as of the date of this pricing supplement:

• (a) annual information form for the year ended December 31, 2020 dated March 5, 2021;

• (b) audited comparative consolidated financial statements, together with notes thereto and the accompanying report of the auditor, for the years ended December 31, 2020 and 2019 (the "Annual Financial Statements");

• (c) earnings coverage ratio for the twelve months ended December 31, 2020, filed as an unaudited exhibit to the Annual Financial Statements;

• (d) management's discussion and analysis for the year ended December 31, 2020;

• (e) unaudited comparative interim consolidated financial statements for the six months ended June 30, 2021 (the "Interim Financial Statements");

• (f) earnings coverage ratio for the twelve months ended June 30, 2021, filed as an exhibit to the Interim Financial Statements;

• (g) management's discussion and analysis for the six months ended June 30, 2021;

• (h) the template indicative term sheet (the "Term Sheet") prepared for potential investors in connection with this offering of Debentures and filed on August 31, 2021; and

• (i) the template final term sheet (the "Revised Term Sheet") prepared for potential investors in connection with this offering of Debentures and filed on August 31, 2021.

Marketing Materials

The Term Sheet is not a part of this pricing supplement to the extent that the contents of the Term Sheet have been modified or superseded by a statement contained in this pricing supplement. In addition, any statement contained in the Term Sheet is modified or superseded to the extent that a statement contained in the Revised Term Sheet modifies or supersedes such prior statement.

The Term Sheet did not include a number of terms of the Debentures. The terms of the Debentures have been confirmed to reflect an aggregate principal amount of $460,000,000, an interest rate of 3.174% per annum, a yield to maturity of 3.174%, an issue price of $100.00 and the definition of "Canada Yield Price", all as reflected in this pricing supplement. Pursuant to subsection 9A.3(7) of National Instrument 44-102 Shelf Distributions , the Corporation has prepared the Revised Term Sheet to reflect the modifications discussed above, a blackline of which has been prepared. A copy of the Revised Term Sheet and associated blackline can be viewed under the Corporation's profile on www.sedar.com.

Ratings

The debentures of the Corporation are rated A (high) (stable) by DBRS Limited and A- (stable) by S&P Global Ratings. See "Ratings" in the Base Shelf Prospectus.