Obbligazione Canada Export Development 1.375% ( US30216BHP04 ) in USD

Emittente Canada Export Development
Prezzo di mercato 100 USD  ▲ 
Paese  Canada
Codice isin  US30216BHP04 ( in USD )
Tasso d'interesse 1.375% per anno ( pagato 2 volte l'anno)
Scadenza 24/02/2023 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Export Development Canada US30216BHP04 in USD 1.375%, scaduta


Importo minimo 5 000 USD
Importo totale 2 000 000 000 USD
Cusip 30216BHP0
Descrizione dettagliata Export Development Canada (EDC) è un'agenzia governativa canadese che aiuta le aziende canadesi a vendere i propri prodotti e servizi all'estero, offrendo una vasta gamma di servizi finanziari, assicurativi e di consulenza.

Il mercato finanziario prende atto dell'obbligazione US30216BHP04 (CUSIP: 30216BHP0), emessa da Export Development Canada (EDC), l'agenzia di credito all'esportazione di proprietà del Governo canadese, con il mandato di supportare il commercio internazionale del Canada attraverso soluzioni di finanziamento e assicurazione; questo strumento finanziario, denominato in USD, con un tasso d'interesse dell'1.375%, un'emissione totale di 2.000.000.000 USD, taglio minimo di 5.000 USD e frequenza di pagamento semestrale, è giunto a naturale scadenza il 24 febbraio 2023 ed è stato integralmente rimborsato al 100% del suo valore nominale.







424B2
424B2 1 d879717d424b2.htm 424B2
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration Statement No. 333-225889

P R O S P E C T U S S U P P L E M E N T
(To prospectus dated December 10, 2018)

Ex port De ve lopm e nt Ca na da

(An agent of Her Majesty in right of Canada)

Ex port a t ion e t dé ve loppe m e nt Ca na da

(Mandataire de Sa Majesté du chef du Canada)

U.S. $2,000,000,000
1.375% United States Dollar Bonds due February 24, 2023


Export Development Canada will pay interest on the bonds semi-annually in arrears on February 24 and August 24 of each year, commencing on
August 24, 2020. Interest will accrue from February 24, 2020. EDC cannot redeem the bonds prior to maturity unless certain events occur involving
Canadian taxation as further described in "Description of Bonds -- Maturity, Redemption and Purchases". The bonds will mature on February 24, 2023.
The bonds will constitute direct unconditional obligations of EDC and as such will carry the full faith and credit of Canada and will constitute direct
unconditional obligations of and by Canada. The payment of the principal of and interest on the bonds will constitute a charge on and be payable out of the
Consolidated Revenue Fund of Canada.
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 Euro MTF Market of the Luxembourg Stock Exchange. 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 Euro MTF
Market and have been admitted to the Official List of the Luxembourg Stock Exchange. The Euro MTF Market of the Luxembourg Stock Exchange is not
a regulated market for purposes of the Markets in Financial Instruments Directive 2014/65/EU ("MiFID II"). The Underwriters will purchase all of the
bonds if any are purchased.





Per Bond

Total

Public offering price(1)

99.810%

U.S. $1,996,200,000
Underwriting discount

0.100%

U.S. $
2,000,000
Proceeds, before expenses, to EDC(1)

99.710%

U.S. $1,994,200,000
(1) Plus accrued interest from February 24, 2020, if settlement occurs after such date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus supplement is not an approved prospectus pursuant to Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This prospectus
supplement together with the prospectus dated December 10, 2018 does, however, constitute a prospectus for purposes of Part IV of the Luxembourg law
on prospectuses for securities dated July 16, 2019. In the European Economic Area (the "EEA") and in the United Kingdom, the bonds may only be
offered to qualified investors (as defined in the Prospectus Regulation).
We expect that the bonds will be ready for delivery in book-entry form only through The Depository Trust Company, CDS Clearing and Depository
Services Inc., Clearstream Banking S.A. or Euroclear Bank SA/NV, as the case may be, on or about February 24, 2020.


Joint Book-Running Managers

BNP Paribas

BofA Securities

RBC Capital Markets

Scotiabank
TD Securities
Co-Managers

Barclays
BMO Capital Markets
CIBC Capital Markets
Citigroup
Crédit Agricole CIB
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Daiwa Capital Markets Europe
Deutsche Bank
Goldman Sachs International
HSBC
J. P. Morgan
Morgan Stanley
NatWest Markets
Nomura
The date of this prospectus supplement is February 14, 2020.
Table of Contents
TABLE OF CONTENTS


Page
Prospectus Supplement

Summary of the Offering
S-4
Risk Factors
S-5
Description of Bonds
S-5
Clearing and Settlement
S-9
Tax Matters
S-12
Underwriting
S-14
Legal Opinions
S-17
General Information
S-18
Basic Prospectus

About this Prospectus

2
Where You Can Find More Information

2
Jurisdiction and Consent to Service

3
Export Development Canada

3
Use of Proceeds

7
Description of the Debt Securities

7
Tax Matters

8
Plan of Distribution

13
Authorized Agent

14
Public Official Documents

15


This prospectus supplement should be read together with the prospectus dated December 10, 2018 of Export Development Canada ("EDC") (the
"basic prospectus") which contains, or incorporates by reference, information regarding EDC, Canada and other matters, including a description of certain
terms of EDC's securities. EDC has not authorized anyone to provide any information other than that contained or incorporated by reference in this
prospectus supplement and the accompanying basic prospectus. EDC takes no responsibility for, and can provide no assurance as to the reliability of, any
other information that others may give you. Neither EDC nor the Underwriters are making an offer to sell these bonds in any jurisdiction where the offer or
sale is not permitted. You should assume that the information appearing in this prospectus supplement and the accompanying basic prospectus, as well as
the information previously filed by EDC or Canada with the United States Securities and Exchange Commission (the "SEC") and incorporated by reference
in the accompanying basic prospectus, is accurate only as of the date of such documents. That portion of the bonds being offered by this prospectus
supplement and the accompanying basic prospectus to be sold in the United States or in circumstances where registration of the bonds is required has been
registered under registration statement no. 333-225889 which EDC has filed with the SEC. Further information regarding EDC and the bonds may be
found in registration statement no. 333-225889.


EDC and Canada file reports and other information with the SEC in the United States. EDC's and Canada's SEC filings are available to the public
from the SEC's website at www.sec.gov.



S-2
Table of Contents
The distribution of this prospectus supplement and the accompanying basic prospectus and the offering of the bonds in certain jurisdictions may be
restricted by law. Persons in whose possession this prospectus supplement and the accompanying basic prospectus come should inform themselves about
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and observe any such restrictions. This prospectus supplement and the accompanying basic prospectus do not constitute, and may not be used in connection
with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. See "Underwriting".
This prospectus supplement has been prepared on the basis that all offers of bonds in the United Kingdom or in any Member State of the
EEA (each a "Relevant State") will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce and
publish a prospectus for offers of the bonds. Accordingly, any person making or intending to make any offer in that Relevant State of the bonds which
are the subject of the offering contemplated in this prospectus supplement may only do so in circumstances in which no obligation arises for EDC or the
Underwriters to produce and publish a prospectus pursuant to Article 3 of the Prospectus Regulation in relation to such offer. Neither EDC nor the
Underwriters have authorized, nor do they authorize, the making of any offer of the bonds to any legal entity that is not a qualified investor as defined in
the Prospectus Regulation. EDC has not authorized and does not authorize the making of any offer of the bonds through any financial intermediary, other
than offers made by the Underwriters resulting in sales constituting the final placement of the bonds contemplated in this prospectus supplement.
Solely for the purposes of each 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 manufacturers' 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 manufacturers' target market
assessment) and determining appropriate distribution channels.
References in this prospectus supplement to regulations or directives include, in relation to the United Kingdom, those regulations or directives as
they form a part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 or as have been implemented in the
domestic law of the United Kingdom, as appropriate.
NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT (CHAPTER 289) OF SINGAPORE
The bonds are prescribed capital markets products (as defined in the 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).
Neither EDC nor the Underwriters have authorized, nor do they authorize, the making of any offer of the bonds in circumstances in which an
obligation arises for EDC or the Underwriters to publish a prospectus or supplement a prospectus for such offer.
References in this prospectus supplement to "U.S. $" and "United States dollars" are to the lawful money of the United States of America and all
references to the "European Economic Area" or "EEA" are to the Member States of the European Union together with Iceland, Norway and Liechtenstein.
In this prospectus supplement, unless otherwise indicated, dollar amounts are expressed in United States dollars. On February 14, 2020 the daily
average rate of the Bank of Canada for conversion of United States dollars ("U.S. $") to Canadian dollars ("Cdn. $") was U.S. $1.00 = Cdn. $1.3249.

S-3
Table of Contents
SUMMARY OF THE OFFERING
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing
elsewhere in this prospectus supplement and the accompanying basic prospectus.

Issuer
Export Development Canada, an agent of Her Majesty in right of Canada, 150 Slater Street, Ottawa,
Ontario, Canada K1A 1K3 (Phone: (613) 598-2800).
Legal Entity Identifier
Z6MHCSLXHKYG4B6PHW02
Securities Offered
U.S. $2,000,000,000 principal amount of 1.375% United States Dollar Bonds due February 24 , 2023.
Interest Payment Dates
February 24 and August 24 of each year, commencing August 24, 2020.
Redemption
We will not redeem the bonds prior to maturity, unless certain events occur involving Canadian taxation.
See "Description of Bonds -- Maturity, Redemption and Purchases".
Markets
We will offer the bonds for sale in the United States, Canada, Europe and Asia. See "Underwriting".
Listing
Application has been made to list (as defined on the cover page of this prospectus supplement) the bonds on
the Euro MTF Market of the Luxembourg Stock Exchange in accordance with the rules of the Luxembourg
Stock Exchange. The Euro MTF Market is not a regulated market for purposes of MiFID II. In certain
circumstances, we may cease to maintain such listing and agree to use our reasonable efforts to obtain an
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alternative listing. See "General Information -- No Obligation to Maintain Listing".
Status
The bonds will constitute our direct unconditional obligations and as such will carry the full faith and credit
of Canada and will constitute direct unconditional obligations of and by Canada.
Form and Settlement
We will issue the bonds in the form of one or more fully registered global bonds registered in the name of
Cede & Co., as nominee of The Depository Trust Company ("DTC") and will record the global bonds in a
register held by Citibank, N.A., as Registrar. You may hold a beneficial interest in a global bond through
DTC, CDS Clearing and Depository Services Inc. ("CDS"), Clearstream Banking S.A. ("Clearstream,
Luxembourg") or Euroclear Bank SA/NV ("Euroclear") directly as a participant in one of those systems or
indirectly through organizations which are participants in any of those systems.
As an owner of a beneficial interest in a global bond, you will generally not be entitled to have bonds
registered in your name, will not be entitled to receive certificates in your name evidencing the bonds and
will not be considered the holder of any bonds under the Fiscal Agency Agreement (as defined below).
We will issue the bonds only in denominations of U.S. $5,000 and integral multiples of U.S. $5,000.
Withholding Tax
We will make payments of principal and interest in respect of the bonds without withholding or deducting
for Canadian withholding tax as set forth in "Description of the Debt Securities -- Payment of Additional
Amounts" and in "Tax Matters -- Canadian Federal Income Tax Consequences" in the accompanying basic
prospectus.

S-4
Table of Contents
RISK FACTORS
The United Kingdom's departure from the European Union and uncertainty regarding the outcome of future arrangements between the
European Union and the United Kingdom may adversely affect the Canadian economy and our business.
The United Kingdom ("U.K.") left the European Union ("E.U.") on January 31, 2020, an event commonly referred to as "Brexit," under the terms of
a withdrawal agreement, entering into a "transition period" set to end on December 31, 2020 during which the U.K. will essentially be treated as a Member
State of the E.U. and the regulatory regime will remain the same across the U.K. and the E.U. The U.K. government passed a withdrawal agreement bill
that prohibits any extension to the transition period beyond the end of 2020. As such, the trading relationship between the U.K. and the E.U. will be
governed by whatever agreement the two parties can reach in the course of 2020. On such a short timetable, the U.K. and E.U. are likely to focus on
ensuring tariff-free trade, but it is unclear whether there would be any formal regulatory alignment between U.K. and E.U. rules after January 1, 2021. In
the event that the U.K. does not reach an agreement with the E.U., the U.K. could be completely separated from a regulatory perspective from the E.U.
immediately upon the exit date.
Brexit is expected to significantly affect the fiscal, monetary and regulatory landscape in both the U.K. and E.U., and could have a material impact
on their economies and the future growth of various industries and supply chains. The political and economic instability created by Brexit has caused and
may continue to cause significant volatility in global financial markets. Brexit could also have the effect of disrupting the free movement of goods, services,
and people between the U.K., the E.U., and elsewhere.
As the U.K. has consistently been one of Canada's top five trading partners in goods and services, to the extent Brexit has an adverse impact on the
U.K.'s economy, or an impact on global trade itself, Brexit may adversely impact Canada's economy and EDC's business. At the same time, the U.K.'s
departure from the E.U. may also trigger efforts to more actively promote trade and investment with non-E.U. markets, including Canada.
The worldwide economic effects of the outbreak of the Coronavirus could adversely affect Canada's economy.
The 2019 Novel Coronavirus ("Coronavirus") outbreak is currently having an indeterminable adverse impact on the world economy. The
Coronavirus was reportedly first discovered in Wuhan, Hubei Province, China, on December 31, 2019, and the World Health Organization declared
Coronavirus a public health emergency of international concern on January 30, 2020. While the Coronavirus has begun to have numerous worldwide
effects on general commercial activity, one such effect is that the price of crude oil dropped, falling at one point after the outbreak 20% below its peak in
January 2020. Additionally, the Organization of the Petroleum Exporting Countries published a report on February 12, 2020 in which it downwardly
revised its outlook for global oil demand growth to 0.99 million barrels per day (bpd) in 2020, a reduction of 0.23 million bpd from the previous month's
estimate, citing the Coronavirus outbreak as the "major factor" behind its decision to revise its outlook.
At this time, given the uncertainty of the lasting effect of the Coronavirus outbreak, the financial impact on Canada's economy cannot be determined.
In the medium to long term, if the spread of the Coronavirus is prolonged, it could adversely affect the economies and financial markets of Canada and of
many other countries, resulting in an economic downturn that could further reduce the demand for and price of oil and gas. The occurrence of this event
could have an adverse effect on Canada's economy, which is affected by oil and gas revenues.
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DESCRIPTION OF BONDS
General
The 1.375% United States Dollar Bonds due February 24, 2023 in the initial aggregate principal amount of U.S. $2,000,000,000 will be issued
subject to a fiscal and paying agency agreement to be dated as of February 24, 2020 (the "Fiscal Agency Agreement") between EDC and Citibank, N.A., as
fiscal agent, transfer agent, registrar and principal paying agent (the "Registrar").

S-5
Table of Contents
The terms and conditions of the bonds are summarized below and are subject to the detailed provisions of the Fiscal Agency Agreement and the
exhibits thereto, including the form of the global bonds, a copy of which will be incorporated by reference as an exhibit to registration statement no. 333-
225889. The bonds and the Fiscal Agency Agreement together constitute a contract, all of the terms and conditions of which the registered holder, by
acceptance of the bonds, assents to and is deemed to have notice of. Additional terms of the bonds are described in the accompanying basic prospectus
under the heading "Description of the Debt Securities".
References to principal and interest in respect of the bonds shall be deemed also to refer to any Additional Amounts which may be payable. See
"Description of the Debt Securities -- Payment of Additional Amounts" in the accompanying basic prospectus.
Status of the Bonds
The bonds will constitute direct unconditional obligations of EDC and as such will carry the full faith and credit of Canada and will constitute direct
unconditional obligations of and by Canada. Payments of the principal of and interest on the bonds will constitute a charge on and be payable out of the
Consolidated Revenue Fund of Canada. The obligations of EDC under the bonds rank equally with all of EDC's other unsecured and unsubordinated
indebtedness and obligations from time to time outstanding.
Form, Denomination and Registration
The bonds will be issued in the form of one or more fully registered global bonds registered in the name of Cede & Co., as nominee of DTC.
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 directly through any of DTC (in the United States), CDS
(in Canada) or Clearstream, Luxembourg or Euroclear (in Europe) 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, and Clearstream, Luxembourg and
Euroclear will hold interests on behalf of their participants through customers' securities accounts in their respective names on the books of their respective
depositaries (the "U.S. Depositaries"), which in turn will hold such interests in customers' securities accounts in the names of the U.S. Depositaries 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 physical delivery of bonds in definitive form and will not be considered owners or
holders thereof under the Fiscal Agency Agreement. See "Title" and "Definitive Certificates".
Bonds will only be sold in minimum denominations of U.S. $5,000 and integral multiples of U.S. $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 participants in DTC, CDS, Clearstream, Luxembourg and Euroclear.
The Registrar will be responsible for (i) maintaining a record of the aggregate holdings of the global bonds of Cede & Co.; (ii) ensuring that
payments of principal and interest in respect of the global bonds received by the Registrar from EDC are duly credited to Cede & Co.; and (iii) transmitting
to EDC any notices from the registered holders of bonds.
The Registrar will not impose any fees in respect of the bonds, other than reasonable fees for the replacement of lost, stolen, mutilated or destroyed
bonds. However, owners of beneficial interests in the global 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.
Title
Subject to applicable law and the terms of the Fiscal Agency Agreement, EDC and the Registrar will treat the persons in whose name a global bond
is registered, initially Cede & Co., as nominee for DTC, as the owner of such global bond for the purpose of receiving payments of principal and interest on
the bonds and for all other

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purposes whatsoever, except in respect of the payment of Additional Amounts. Therefore, neither EDC nor the Registrar has any direct responsibility or
liability for the payment of principal or interest on the bonds to owners of beneficial interests in a global bond.
Interest
The bonds will bear interest from February 24, 2020 at a rate of 1.375% per annum. Interest on the bonds will be payable in two equal semi-annual
installments in arrears on February 24 and August 24 of each year, commencing August 24, 2020. Interest will be payable to the persons in whose names
the bonds are registered at the close of business on February 9 or August 9 (the regular record dates), as the case may be, preceding the applicable interest
payment date. Interest on the bonds will cease to accrue on the date fixed for redemption or repayment unless payment of principal is improperly withheld
or refused. Any overdue principal or interest on the bonds shall bear interest at the rate of 1.375% per annum (before as well as after judgment) until paid,
or if earlier, when the full amount of the moneys payable has been received by the Registrar and notice to that effect has been given in accordance with
"Notices" below.
Whenever it is necessary to compute any amount of accrued interest in respect of the bonds for a period of less than one full year, other than with
respect to regular semi-annual interest payments, such interest shall be calculated on the basis of a 360-day year consisting of 12 thirty-day months.
Payments
Principal of and interest on the bonds (including bonds in definitive form issued in exchange for the global bond as described under "Definitive
Certificates") are payable by EDC in United States dollars to the persons in whose names the bonds are registered on the record date preceding any interest
payment date or at maturity, as the case may be. The Registrar will act as EDC's principal paying agent for the bonds pursuant to the Fiscal Agency
Agreement. In the event definitive bonds are issued, EDC will appoint and maintain a transfer and paying agent in Luxembourg as further described under
"Definitive Certificates". Ownership positions within each clearing system will be determined in accordance with the normal conventions observed by such
system. Neither EDC nor the Registrar will have any responsibility or liability for any aspect of the records of DTC, CDS, Clearstream, Luxembourg or
Euroclear relating to or payments made by such clearing systems on account of beneficial interests in a global bond or for maintaining, supervising or
reviewing any records of such clearing systems relating to such beneficial interests.
If any date for payment in respect of any bond is not a business day, the holder thereof shall not be entitled to payment until the next following
business day, and no further interest shall be paid in respect of the delay in such payment. In this paragraph "business day" means a day on which banking
institutions in the City of New York, the City of London, England, the City of Toronto or in the applicable place of payment are not authorized or obligated
by law or executive order to be closed.
All funds held by the Registrar or any paying agent for payment of principal or interest and any Additional Amounts shall be held in trust for the
registered holders of bonds. Any such moneys remaining unclaimed at the end of two years after the date on which such principal, interest or Additional
Amounts shall have become due and payable shall be repaid to EDC, as provided and in the manner set forth in the bonds.
Further Issues
EDC may from time to time, without notice to or the consent of the registered holders of the bonds, create and issue further bonds ranking equally
with the bonds being issued pursuant to this prospectus supplement in all respects (or in all respects except for the payment of interest accruing prior to the
issue date of such further bonds or except for the first payment of interest following the issue date of such further bonds) and so 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. Any further
bonds shall be issued subject to an agreement supplemental to the Fiscal Agency Agreement.

S-7
Table of Contents
Maturity, Redemption and Purchases
The principal amount of the bonds shall be due and payable on February 24, 2023. The bonds are not subject to any sinking fund, are not redeemable
at the option of EDC prior to maturity unless certain events occur involving Canadian taxation as provided below and are not repayable at the option of the
holder prior to maturity.
The bonds may be redeemed at the option of EDC in whole, but not in part, at any time, on giving not less than 10 days' and not more than 60 days'
notice to registered holders of bonds in accordance with "Notices" below (which notice shall be irrevocable), at 100% of the principal amount thereof,
together with interest accrued thereon to the date fixed for redemption, if (a) EDC has or will become obliged to pay Additional Amounts as provided in
the accompanying basic prospectus under the caption "Description of the Debt Securities -- Payment of Additional Amounts" as a result of any change in,
or amendment to, the laws or regulations of Canada, or any province or political subdivision thereof, or any authority thereof or agency therein having
power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or
after the date of this prospectus supplement, and (b) such obligation cannot be avoided by EDC taking reasonable measures available to it, provided that no
such notice of redemption shall be given earlier than 90 days prior to the earliest date on which EDC would be obliged to pay such Additional Amounts
were a payment in respect of the bonds then due. Prior to the publication of any notice of redemption pursuant to this paragraph, EDC shall deliver to the
Registrar a certificate signed by an officer of EDC stating that EDC is entitled to effect such redemption and setting forth a statement of facts showing that
the conditions precedent to the right of EDC so to redeem have occurred.
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EDC 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 and may
cause the Registrar to cancel any bonds so purchased.
Definitive Certificates
No beneficial owner of bonds will be entitled to receive physical delivery of bonds in definitive form except in the limited circumstances described
below.
If DTC notifies EDC that it is unwilling or unable to continue as depositary in connection with the global bonds or ceases to be a recognized clearing
agency registered under the U.S. Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed by EDC within 90 days after
receiving such notice or becoming aware that DTC is no longer so registered, EDC will issue or cause to be issued fully registered bonds in definitive form
upon registration of, transfer of, or in exchange for, the global bonds. EDC may also at any time and in its sole discretion determine not to have any of the
bonds held in the form of a global bond and, in such event, will issue or cause to be issued fully registered bonds in definitive form upon registration of,
transfer of, or in exchange for, such global bond. In the event definitive bonds are issued and for so long as the bonds are listed on the Luxembourg Stock
Exchange, and the rules of the Luxembourg Stock Exchange so require, EDC 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 at www.bourse.lu.
Fully registered bonds in definitive form may be presented at the office of the Luxembourg transfer agent, for registration of transfer or exchange by
the Registrar in accordance with the Fiscal Agency Agreement. Payments of interest on fully registered bonds in definitive form will be made by the
Registrar by cheque or wire transfer in accordance with the Fiscal Agency Agreement. Fully registered bonds in definitive form may be surrendered at the
office of the Luxembourg paying agent or such other paying agent appointed by EDC for payment of principal at maturity or on the date fixed for
redemption.
Modification
The Fiscal Agency Agreement and the bonds may be amended or supplemented by EDC on the one hand, and the Registrar, on the other hand,
without notice to or the consent of the registered holder of any bond, for the purpose of curing any ambiguity, or curing, correcting or supplementing any
defective provisions contained therein, or effecting the issue of further bonds as described under "Further Issues" above, or in any other manner which EDC
may deem necessary or desirable and which, in the reasonable opinion of EDC, on the one hand, and the Registrar, on the other hand, will not adversely
affect the interests of the holders of bonds.

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Table of Contents
The Fiscal Agency Agreement will contain provisions for convening meetings of registered holders of bonds to modify or amend by Extraordinary
Resolution (as defined below) the Fiscal Agency Agreement (except as provided in the immediately preceding paragraph) and the bonds (including the
terms and conditions thereof). An Extraordinary Resolution in the form of a resolution duly passed at any such meeting shall be binding on all holders of
bonds, whether present or not, and an Extraordinary Resolution in the form of an instrument signed by the holders of the bonds in accordance with the
definition below shall be binding on all holders of the bonds; provided, however, that no such modification or amendment to the Fiscal Agency Agreement
or to the terms and conditions of the bonds may, without the consent of the registered holder of each such bond affected thereby: (a) change the stated
maturity of any such bond or change any interest payment date; (b) reduce the principal amount of any such bond or the rate of interest payable thereon;
(c) change the currency of payment of any such bond; (d) impair the right to institute suit for the enforcement of any payment on or with respect to any such
bond; or (e) reduce the percentage of the principal amount of bonds necessary for the taking of any action, including modification or amendment of the
Fiscal Agency Agreement or the terms and conditions of the bonds, or reduce the quorum required at any meeting of registered holders of bonds.
The term "Extraordinary Resolution" will be defined in the Fiscal Agency Agreement as a resolution passed at a meeting of registered holders of
bonds by the affirmative vote of the registered holders of not less than 662/3% of the principal amount of the bonds represented at the meeting in person or
by proxy and voted on the resolution or as an instrument in writing signed by the registered holders of not less than 662/3% in principal amount of the
outstanding bonds. The quorum at any such meeting for passing an Extraordinary Resolution will be one or more registered holders of bonds present in
person or by proxy who represent at least a majority in principal amount of the bonds at the time outstanding, or at any adjourned meeting called by EDC or
the Registrar, one or more persons being or representing registered holders of bonds whatever the principal amount of the bonds so held or represented.
So long as the bonds are listed on the Luxembourg Stock Exchange, notice of any amendment 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 at www.bourse.lu.
Governing Law
The bonds and the Fiscal Agency Agreement will be governed by, and interpreted in accordance with, the laws of the Province of Ontario, Canada
and the laws of Canada applicable therein.
Notices
All notices to the registered holders of bonds will be mailed or delivered to such holders at their addresses indicated in records maintained by the
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Registrar and, as long as the bonds are listed on the Luxembourg Stock Exchange, and the rules of the Luxembourg Stock Exchange so require, notices 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 at www.bourse.lu. Any such notice shall be deemed to have been given on the date of such delivery or publication, as the case may
be, or in the case of mailing, on the second business day after such mailing.
Prescription
EDC's obligation to pay the principal and interest on the bonds will cease if the bonds are not presented for payment within a period of two years,
and a claim for interest is not made within two years, from the date on which such principal or interest, as the case may be, becomes due and payable.
CLEARING AND SETTLEMENT
Links have been established among DTC, CDS, Clearstream, Luxembourg and Euroclear to facilitate the initial issuance of the bonds and cross-
market transfers of the bonds associated with secondary market trading. DTC will be directly linked to CDS, and indirectly linked to Clearstream,
Luxembourg and Euroclear through the DTC accounts of their respective U.S. Depositaries.

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The Clearing Systems
The clearing systems have advised EDC as follows:
DTC. DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of
Section 17A of the U.S. Securities Exchange Act of 1934, as amended. DTC was created to hold securities for DTC participants ("DTC Participants") and
to facilitate the clearance and settlement of transactions between DTC Participants through electronic book-entry changes in accounts of DTC Participants,
thereby eliminating the need for physical movement of certificates. DTC Participants include certain of the Underwriters, securities brokers and dealers,
banks, trust companies, clearing corporations and certain other organizations. Indirect access to the DTC system is also available to others such as banks,
brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly ("Indirect
DTC Participants").
Transfers of ownership or other interests in bonds in DTC may be made only through DTC Participants. Indirect DTC Participants are required to
effect transfers through a DTC Participant. In addition, beneficial owners of bonds in DTC will receive all distributions of principal of and interest on the
bonds through such DTC Participants to the extent received by DTC. Distributions in the United States will be subject to tax reporting in accordance with
relevant United States tax laws and regulations. See "Tax Matters -- Certain U.S. Federal Income Tax Considerations" in the accompanying basic
prospectus.
Because DTC can only act on behalf of DTC Participants, who in turn act on behalf of Indirect DTC Participants, and because beneficial owners
holding through DTC will hold interests in the bonds through DTC Participants or Indirect DTC Participants, the ability of such beneficial owners to
pledge bonds to persons or entities that do not participate in DTC, or otherwise take actions with respect to such bonds, may be limited.
CDS. CDS was formed in November 2006 pursuant to the restructuring of The Canadian Depository for Securities Limited ("CDS Ltd."). After the
restructuring, CDS Ltd., founded in 1970, remains the holding company for CDS and two other operating subsidiaries and is Canada's national securities
clearing and depositary services organization. Functioning as a service utility for the Canadian financial community, CDS provides a variety of computer-
automated services for financial institutions and investment dealers active in domestic and international capital markets. CDS participants ("CDS
Participants") include banks (including their Canadian subcustodians), investment dealers and trust companies and may include certain of the Underwriters.
Indirect access to CDS is available to other organizations that clear through or maintain a custodial relationship with a CDS Participant. Transfers of
ownership and other interests, including cash distributions, in the bonds in CDS may only be processed through CDS Participants and will be completed in
accordance with existing CDS rules and procedures. CDS operates in Montreal, Toronto, Calgary and Vancouver to centralize securities clearing functions
through a central securities depositary.
CDS is wholly owned by CDS Ltd., a private corporation wholly owned by the TMX Group Limited. CDS is the exclusive clearing house for equity
trading on the Toronto Stock Exchange and also clears a substantial volume of "over the counter" trading in equities and bonds.
Clearstream, Luxembourg. Clearstream, Luxembourg is incorporated under the laws of Luxembourg as a registered bank. Clearstream,
Luxembourg holds securities for its participating organizations ("Clearstream, Luxembourg Participants") and facilitates the clearance and settlement of
securities transactions between Clearstream, Luxembourg Participants through electronic book-entry changes in accounts of Clearstream, Luxembourg
Participants, thereby eliminating the need for physical movement of certificates. Clearstream, Luxembourg provides to Clearstream, Luxembourg
Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities
lending and borrowing. Clearstream, Luxembourg interfaces with domestic markets in several countries. As a registered bank in Luxembourg, Clearstream,
Luxembourg is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur
Financier). Clearstream, Luxembourg Participants are recognized financial institutions around the world, including underwriters, securities brokers and
dealers, banks, trust companies, clearing corporations and certain other organizations and may include the Underwriters. Indirect access to Clearstream,
Luxembourg is also available to others, such as
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banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream, Luxembourg Participant either
directly or indirectly.
Distributions with respect to interests in the bonds held beneficially through Clearstream, Luxembourg will be credited to cash accounts of
Clearstream, Luxembourg Participants in accordance with its rules and procedures, to the extent received by the U.S. Depositaries for Clearstream,
Luxembourg. Clearstream, Luxembourg has established an electronic bridge with Euroclear in Brussels to facilitate settlement of trades between
Clearstream, Luxembourg and Euroclear.
Euroclear. Euroclear was created in 1968 to hold securities for participants of Euroclear ("Euroclear Participants") and to clear and settle
transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for
physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear includes various other services,
including securities lending and borrowing and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank SA/NV
(the "Euroclear Operator"), under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the "Cooperative"). All operations
are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear
Operator, not the Cooperative. The Cooperative establishes policy for Euroclear on behalf of Euroclear Participants. Euroclear Participants include banks
(including central banks), securities brokers and dealers and other professional financial intermediaries and may include the Underwriters. Indirect access to
Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.
The Euroclear Operator is regulated and examined by the Belgian Banking and Finance Commission. Securities clearance accounts and cash
accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the
Euroclear System, and applicable Belgian law (collectively, the "Terms and Conditions"). The Terms and Conditions govern transfers of securities and
cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in
Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts
under the Terms and Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding through Euroclear
Participants.
Distributions with respect to bonds held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance
with the Terms and Conditions, to the extent received by the U.S. Depositary for Euroclear.
Global Clearance and Settlement Procedures
Secondary market trading between DTC Participants will occur in the ordinary way in accordance with DTC rules. Secondary market trading
between CDS Participants will be in accordance with market conventions applicable to transactions in book-based Canadian domestic bonds. Secondary
market trading between Clearstream, Luxembourg Participants and/or Euroclear Participants will occur in the ordinary way in accordance with the
applicable rules and operating procedures of Clearstream, Luxembourg and Euroclear.
Transfers Between DTC and CDS, Clearstream, Luxembourg or Euroclear. Cross-market transfers between persons holding directly or indirectly
through DTC Participants, on the one hand, and directly or indirectly through CDS Participants, Clearstream, Luxembourg Participants or Euroclear
Participants, on the other, will be effected in DTC in accordance with DTC rules; however, such cross-market transactions will require delivery of
instructions to the relevant clearing system by the counterparty in such system in accordance with its rules and procedures and within its established
deadlines. The relevant clearing system will, if the transaction meets its settlement requirements, deliver instructions to DTC directly or through its U.S.
Depositary to take action to effect final settlement on its behalf by delivering or receiving bonds in DTC, and making or receiving payment in accordance
with normal procedures for settlement in DTC. CDS Participants, Clearstream, Luxembourg Participants and Euroclear Participants may not deliver
instructions directly to DTC or the respective U.S. Depositary of Clearstream, Luxembourg or Euroclear.

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Because of time-zone differences, credits of bonds received in Clearstream, Luxembourg or Euroclear as a result of a transaction with a DTC
Participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Such credits or
any transactions in such bonds settled during such processing will be reported to the relevant Clearstream, Luxembourg Participant or Euroclear Participant
on such business day. Cash received in Clearstream, Luxembourg or Euroclear as a result of sales of bonds by or through a Clearstream, Luxembourg
Participant or a Euroclear Participant to a DTC Participant will be received with value on the DTC settlement date but will be available in the relevant
Clearstream, Luxembourg or Euroclear cash account only as of the business day following settlement in DTC.
Transfers Between Clearstream, Luxembourg, Euroclear and CDS. Cross-market transfers between Clearstream, Luxembourg Participants,
Euroclear Participants and CDS Participants will be effected in DTC.
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When bonds are to be transferred from the account of a CDS Participant to the account of a Clearstream, Luxembourg Participant or Euroclear
Participant, the CDS Participant will transmit instructions to CDS on settlement date. The Clearstream, Luxembourg Participant or Euroclear Participant
will transmit instructions to Clearstream, Luxembourg or Euroclear at least one business day prior to settlement date. One business day prior to settlement
date Clearstream, Luxembourg, and on settlement date Euroclear, will transmit trade instructions to its respective U.S. Depositary. The beneficial interests
in the bonds and payments for such beneficial interests will be transferred in DTC by CDS and the respective U.S. Depositary for Clearstream,
Luxembourg and Euroclear.
Although DTC, CDS, Clearstream, Luxembourg and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of bonds
among participants of DTC, CDS, Clearstream, Luxembourg and Euroclear, they are under no obligation to perform or continue to perform such
procedures and such procedures may be changed or discontinued at any time.
TAX MATTERS
Canadian Federal Income Tax Consequences
The following summary supplements the discussion under "Tax Matters -- Canadian Federal Income Tax Consequences, Investors Not Resident in
Canada" in the accompanying basic prospectus, to which reference is hereby made.
In the opinion of Stikeman Elliott LLP, Canadian counsel for the Underwriters, the following is a fair summary of the principal Canadian federal
income tax considerations generally applicable at the date hereof to a "Non-Resident Holder," defined as a person who acquires beneficial ownership of a
bond pursuant to this prospectus supplement and who at all relevant times, for purposes of the Income Tax Act (Canada) (the "Tax Act"): (a) is not, and is
not deemed to be, a resident of Canada; (b) does not use or hold and is not deemed to use or hold the bond in, or in the course of, carrying on a business in
Canada, and (c) does not carry on an insurance business in Canada and elsewhere.
This summary is based upon: (a) the current provisions of the Tax Act and the regulations thereunder (the "Regulations") in force as of the date
hereof; (b) all specific proposals to amend the Tax Act or the Regulations that have been publicly announced by, or on behalf of, the Minister of Finance
(Canada) prior to the date hereof (the "Tax Proposals"), and (c) counsel's understanding of the published administrative policies and assessing practices of
the Canada Revenue Agency (the "CRA"). This summary assumes that the Tax Proposals will be enacted as currently proposed, but no assurance can be
given that this will be the case. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Tax
Proposals, does not take into account or anticipate any changes in law or in the administrative or assessing policies and practices of the CRA, whether by
legislative, governmental or judicial action, nor does it take into account provincial, territorial or foreign tax considerations.
This summary is of a general nature only and is not intended to be, nor should it be considered to be, legal or tax advice to any particular
Non-Resident Holder and no representation with respect to the consequences to any particular Non-Resident Holder is made. Therefore, each
Non-Resident Holder should consult its own tax advisors for advice regarding its particular circumstances.

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Interest paid or credited or deemed to be paid or credited by EDC to a Non-Resident Holder on a bond will be exempt from Canadian non-resident
withholding tax and EDC will not be required to deduct or withhold tax from interest or principal paid or credited or deemed to be paid or credited by EDC
to the Non-Resident Holder on the bond. Generally, there are no other Canadian income taxes that would be payable by a Non-Resident Holder as a result
of holding or disposing of a bond (including for greater certainty, any gain realized by a Non-Resident Holder on a disposition of a bond).
Certain U.S. Federal Income Tax Considerations
The following summary supplements the discussion under "Tax Matters -- Certain U.S. Federal Income Tax Considerations" in the accompanying
basic prospectus, to which reference is hereby made. The description reflects present law, which is subject to prospective and retroactive changes. The
following summary deals only with initial purchasers that beneficially own the bonds, are United States Persons (as defined below) and hold the bonds as
capital assets. It does not deal with the tax considerations relevant to certain holders, such as banks, traders who elect to mark to market, life insurance
companies, regulated investment companies, real estate investment trusts, persons holding bonds as a hedge, straddle, conversion or integrated transaction,
persons subject to the alternative minimum tax and persons whose functional currency is not the U.S. dollar.
Prospective purchasers of bonds should consult their own tax advisors concerning the application of the U.S. federal income tax laws to their
particular situations, as well as the application of the tax laws of other jurisdictions.
For purposes of this discussion, "United States Person" means a citizen or resident of the United States, a corporation (including a publicly traded
partnership or other person that is treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United
States or any political subdivision thereof, an estate the income of which is subject to U.S. federal income taxation regardless of its source or a trust subject
to the control of a U.S. person and the primary supervision of a U.S. court.
Special Rules for Certain Accrual-Method Taxpayers
Certain United States Persons that use an accrual method of accounting for tax purposes may be required to include certain amounts in taxable
income in respect of the bonds no later than the time such amounts are reflected on their financial statements -- which may be earlier than would be the
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