Obligation Canada Export Development 2.5% ( US30216BHA35 ) en USD

Canada Export Development

100 % ▼

Canada

US30216BHA35 ( en USD )

2.5% par an ( paiement semestriel )

24/01/2023 - Obligation échue

Prospectus brochure de l'obligation Export Development Canada US30216BHA35 en USD 2.5%, échue

5 000 USD

1 250 000 000 USD

30216BHA3

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 US30216BHA35, paye un coupon de 2.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 24/01/2023

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. $1,250,000,000
2.500% United States Dollar Bonds due January 24, 2023
Export Development Canada will pay interest on the bonds semi-annually in arrears on January 24 and July 24 of each year,
commencing on July 24, 2018. Interest will accrue from January 24, 2018. 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 January 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)
99.823%
U.S. $1,247,787,500
Underwriting discount
0.125%
U.S. $
1,562,500
Proceeds, before expenses, to EDC(1)
99.698%
U.S. $1,246,225,000
(1) Plus accrued interest from January 24, 2018, 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 January 24, 2018.
Joint Book-Running Managers
BofA Merrill Lynch
BMO Capital Markets
Crédit Agricole CIB
J.P. Morgan
Co-Managers
Barclays
BNP PARIBAS
CIBC Capital Markets
Citigroup
Daiwa Capital Markets Europe
Deutsche Bank
Goldman Sachs International
HSBC
Mizuho Securities
Morgan Stanley
Nomura
RBC Capital Markets
Scotiabank
TD Securities
The date of this prospectus supplement is January 17, 2018.

TABLE OF CONTENTS
Page
Prospectus Supplement
Summary of the Offering
S-4
Description of Bonds
S-5
Clearing and Settlement
S-9
Tax Matters
S-11
Underwriting
S-14
Legal Opinions
S-17
General Information
S-17
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. Each person in a Member State of the EEA who receives any
communication in respect of, or who acquires any bonds under, the offer contemplated in this Prospectus Supplement will be deemed to
have represented, warranted and agreed to and with each underwriter and EDC that: (a) it is a qualified investor within the meaning of
the law in that Member State implementing Article 2(1)(e) of the Prospectus Directive; and (b) it is not a "retail investor" as defined
above.
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.
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 January 17,
2018 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. $1.2425.
S-3

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. $1,250,000,000 principal amount of 2.500% United States Dollar Bonds due January 24,
2023.
Interest Payment Dates
January 24 and July 24 of each year, commencing July 24, 2018.
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 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
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-4

DESCRIPTION OF BONDS
General
The 2.500% United States Dollar Bonds due January 24, 2023 in the initial aggregate principal amount of U.S. $1,250,000,000
will be issued subject to a fiscal and paying agency agreement to be dated as of January 24, 2018 (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 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.
S-5

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 January 24, 2018 at a rate of 2.500% per annum. Interest on the bonds will be payable in two
equal semi-annual installments in arrears on January 24 and July 24 of each year, commencing July 24, 2018. Interest will be payable to
the persons in whose names the bonds are registered at the close of business on January 9 or July 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 2.500% 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.
S-6

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 January 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.
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.
S-7

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 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.
S-8

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 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.
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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 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 S.A./N.V. (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
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