Obligation Canada Export Development 1.625% ( US30216BGU08 ) en USD

Canada Export Development

100 % ▲

Canada

US30216BGU08 ( en USD )

1.625% par an ( paiement semestriel )

01/06/2020 - Obligation échue

Prospectus brochure de l'obligation Export Development Canada US30216BGU08 en USD 1.625%, échue

5 000 USD

500 000 000 USD

30216BGU0

Export Development Canada (EDC) est une société d'État canadienne qui aide les entreprises canadiennes à réussir à l'international en offrant des services de financement, d'assurance et de cautionnement à l'exportation, ainsi que des services-conseils et du soutien à la recherche de marchés.

L'Obligation émise par Canada Export Development ( Canada ) , en USD, avec le code ISIN US30216BGU08, paye un coupon de 1.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/06/2020

Filed pursuant to Rule 424(b)(2)
Registration Statement No. 333-212752
P R O S P E C T U S S U P P L E M E N T
(To prospectus dated August 4, 2016)
Export Development Canada
(An agent of Her Majesty in right of Canada)
Exportation et développement Canada
(Mandataire de Sa Majesté du chef du Canada)
U.S. $500,000,000
1.625% United States Dollar Bonds due June 1, 2020
Export Development Canada will pay interest on the bonds semi-annually in arrears on June 1 and December 1 of each year,
commencing on December 1, 2017. Interest will accrue from June 1, 2017. 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 June 1, 2020.
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 2004/39/EC ("MiFID"). The Underwriters will purchase all of the bonds if any are purchased.
Per Bond
Total
Public offering price(1)
99.883%
U.S. $499,415,000
Underwriting discount
0.100%
U.S. $
500,000
Proceeds, before expenses, to EDC(1)
99.783%
U.S. $498,915,000
(1) Plus accrued interest from June 1, 2017, 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 Directive 2003/71/EC, as amended (the "Prospectus
Directive"). In the European Economic Area (the "EEA"), the bonds may only be offered to qualified investors (as defined in the
Prospectus Directive).
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, Luxembourg or Euroclear, as the case may be, on or about June 1, 2017.
Joint Book-Running Managers
HSBC
J.P. Morgan
SEB
The date of this prospectus supplement is May 24, 2017.

TABLE OF CONTENTS
Page
Prospectus Supplement
Where You Can Find More Information
S-4
Summary of the Offering
S-5
Use of Proceeds
S-6
Description of Bonds
S-6
Clearing and Settlement
S-10
Tax Matters
S-13
Underwriting
S-15
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
4
Use of Proceeds
4
Description of the Debt Securities
4
Tax Matters
6
Plan of Distribution
12
Authorized Agent
12
Public Official Documents
13
This prospectus supplement should be read together with the prospectus dated August 4, 2016 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. 333-212752 which EDC has filed with the SEC.
Further information regarding EDC and the bonds may be found in registration statement no. 333-212752.
EDC and Canada file reports and other information with the SEC in the United States. You may read and copy any document EDC
or Canada files at the SEC's public reference room at 100 F Street, N.E., in Washington, D.C. Please call the SEC at 1-800-SEC-0330
for more information on the public reference room and copy charges. EDC's and Canada's SEC filings are also available to the public
from the SEC's website at www.sec.gov.
S-2

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. In particular, in the case of offers in the EEA, the bonds may not be offered or sold, directly or
indirectly, except in circumstances that will result in compliance with the Prospectus Directive and any other applicable laws and
regulations. Persons in whose possession this prospectus supplement and the accompanying basic prospectus come should inform
themselves about 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".
The bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client
as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive
2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID
II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently no key information document required by
Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the bonds or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the bonds or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPS Regulation from and after January 1, 2018.
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. 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.
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 May 24, 2017
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. $1.3460.
S-3

WHERE YOU CAN FIND MORE INFORMATION
Neither EDC nor Canada is subject to the informational requirements of the Securities Exchange Act of 1934, as amended.
However, both EDC and Canada file annual reports and other information with the SEC on a voluntary basis. These reports include
certain financial, statistical and other information concerning EDC and Canada. You may read and copy any document EDC or Canada
files with the SEC at the SEC's public reference facility at Room 1580, 100 F Street, N.E., Washington, D.C. 20549. You may call the
SEC at 1-800-SEC-0330 for further information. Information filed by EDC or Canada is also available from the SEC's Electronic
Document Gathering and Retrieval System (http://www.sec.gov), which is commonly known by the acronym EDGAR, as well as from
commercial document retrieval services.
The SEC allows EDC to "incorporate by reference" into this prospectus supplement information filed by EDC and Canada with
the SEC, which means that EDC can disclose important information to you by referring you to these documents.
This prospectus supplement incorporates by reference Amendment No. 5 to EDC's Annual Report on Form 18-K for the fiscal
year ended December 31, 2014 (file no. 002-62211) (filed with the SEC on November 9, 2015).
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this prospectus supplement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
prospectus supplement.
EDC undertakes to provide without charge to each person receiving a copy of this prospectus supplement, upon oral or written
request of such person, a copy of any or all of the documents incorporated by reference herein, other than the exhibits to such
documents (unless such exhibits are specifically incorporated by reference therein). Requests for such copies should be addressed to
Vice President and Treasurer, Export Development Canada, 150 Slater Street, Ottawa, Ontario, Canada K1A 1K3 (Telephone: (613)
598-2500).
S-4

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).
Securities Offered
U.S. $500,000,000 principal amount of 1.625% United States Dollar Bonds due June 1, 2020.
Interest Payment Dates
June 1 and December 1 of each year, commencing December 1, 2017.
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. In certain circumstances, we may cease to maintain such listing and
agree to use our reasonable efforts to obtain an 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.
Use of Proceeds
The net proceeds of the bonds shall be used for projects that are beneficial to the environment
as further described under "Use of Proceeds".
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, société anonyme ("Clearstream, Luxembourg") or Euroclear
Bank S.A./N.V. ("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-5

USE OF PROCEEDS
Upon issuance, an amount equal to the net proceeds of this issue of bonds (which proceeds may be converted into other
currencies) will be credited by EDC to an account that will support EDC's existing and future lending operations for Eligible
Transactions (as defined below). The net proceeds will then be deducted from the account and added to EDC's lending pool for
disbursements made from that pool in respect of Eligible Transactions.
"Eligible Transactions" means all transactions (loans) funded in whole or in part by EDC in support of goods, services or projects
as determined under the Green Bond Framework. Eligible Transactions will include, without limitation, those that are aimed at the
preservation, protection or remediation of air, water or soil or the mitigation of climate change. For more information on the Green
Bond Framework, see "Green Bond Framework" beginning on Page 2 of Exhibit 99.11 to Amendment No. 5 to EDC's Annual Report
on Form 18-K for the fiscal year ended December 31, 2014.
DESCRIPTION OF BONDS
General
The 1.625% United States Dollar Bonds due June 1, 2020 in the initial aggregate principal amount of U.S. $500,000,000 will be
issued subject to a fiscal and paying agency agreement to be dated as of June 1, 2017 (the "Fiscal Agency Agreement") between EDC
and Citibank, N.A., as fiscal agent, transfer agent, registrar and principal paying agent (the "Registrar").
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. 333-212752. 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
S-6

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 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 June 1, 2017 at a rate of 1.625% per annum. Interest on the bonds will be payable in two equal
semi-annual installments in arrears on June 1 and December 1 of each year, commencing December 1, 2017. Interest will be payable to
the persons in whose names the bonds are registered at the close of business on May 17 or November 16 (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 1.625% 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
S-7

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.
Maturity, Redemption and Purchases
The principal amount of the bonds shall be due and payable on June 1, 2020. 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.
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.
S-8

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.
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 66 /
2
%
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 66 /
2
%
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
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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 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.
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
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