Obligation Canada Export Development 1.75% ( US30216BHK17 ) en USD

Canada Export Development

100 % ⇌

Canada

US30216BHK17 ( en USD )

1.75% par an ( paiement semestriel )

18/07/2022 - Obligation échue

Prospectus brochure de l'obligation Export Development Canada US30216BHK17 en USD 1.75%, échue

5 000 USD

2 000 000 000 USD

30216BHK1

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 US30216BHK17, paye un coupon de 1.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 18/07/2022

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)
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. $2,000,000,000
1.750% United States Dollar Bonds due July 18, 2022
Export Development Canada will pay interest on the bonds semi-annually in arrears on January 18 and July 18 of each year, commencing on
January 18, 2020. Interest will accrue from July 18, 2019. 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 July 18, 2022.
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)
99.640% U.S.
$1,992,800,000
Underwriting discount
0.100% U.S.
$
2,000,000
Proceeds, before expenses, to EDC(1)
99.540% U.S.
$1,990,800,000
(1) Plus accrued interest from July 18, 2019, 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 or superseded (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 Banking S.A. or Euroclear Bank SA/NV, as the case may be, on or about July 18, 2019.
Joint Book-Running Managers
Deutsche Bank
Goldman Sachs International
HSBC
Nomura
RBC Capital Markets
Co-Managers
Barclays
BMO Capital Markets
BNP Paribas
BofA Merrill Lynch
CIBC Capital Markets
Citigroup
Crédit Agricole CIB
Daiwa Capital Markets Europe
J. P. Morgan
Morgan Stanley
Scotiabank
TD Securities
The date of this prospectus supplement is July 10, 2019.

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-17
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

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".
This prospectus supplement has been prepared on the basis that all offers of bonds in any Member State of the EEA which has
implemented the Prospective Directive (a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as
implemented in that Relevant Member State, 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 Member State of the bonds which are the subject of the placement referred to 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 Directive, or supplement a prospectus pursuant to Article 16 of the Prospective Directive, in relation to such
offer. 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.
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.
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. 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 July 10, 2019 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. $1.3092.
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. $2,000,000,000 principal amount of 1.750% United States Dollar Bonds due July 18, 2022.
Interest Payment Dates
January 18 and July 18 of each year, commencing January 18, 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 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

RISK FACTORS
Uncertainty regarding Brexit and the outcome of future arrangements between the European Union and the United Kingdom may adversely
affect the Canadian economy and our business.
Uncertainty regarding Brexit and the outcome of future arrangements between the European Union ("E.U.") and the United Kingdom ("U.K.")
may adversely affect the Canadian economy due to a decline in international trade, and EDC's business as a result of disruptions to, and uncertainty
surrounding, EDC's business in the U.K. and E.U. On June 23, 2016, the U.K. voted in favor of a referendum to leave the E.U., commonly referred to as
"Brexit." On March 29, 2017, the U.K. gave formal notice under Article 50 of the Treaty on European Union ("Article 50") of its intention to leave the
E.U. Article 50 provides, subject to certain circumstances, that the E.U. treaties will cease to apply to the U.K. two years after the Article 50 Notice. The
original deadline of March 29, 2019 for the U.K.'s exit from the E.U. (including any transitional arrangements) has lapsed. However, the E.U. has
agreed to an extension until October 31, 2019 to allow for negotiations around the withdrawal agreement to be finalized. The terms of the U.K.'s exit
from the E.U. are therefore still unclear and will be determined by the negotiations taking place over the coming months.
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.
DESCRIPTION OF BONDS
General
The 1.750% United States Dollar Bonds due July 18, 2022 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 July 18, 2019 (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.
333-225889. 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.
S-5

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 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 July 18, 2019 at a rate of 1.750% per annum. Interest on the bonds will be payable in two equal semi-annual
installments in arrears on January 18 and July 18 of each year, commencing January 18, 2020. Interest will be payable to the persons in whose names
the bonds are registered at the close of business on January 3 or July 3 (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 1.750% 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.
S-6

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.
Maturity, Redemption and Purchases
The principal amount of the bonds shall be due and payable on July 18, 2022. 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.
S-7

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.
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
S-8

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.
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").
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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 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
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