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XS1852554846 ( en NOK )

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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 NOK, avec le code ISIN XS1852554846, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 10/07/2023

OFFERING MEMORANDUM
Export Development Canada
(An agent of Her Majesty in right of Canada)

USD30,000,000,000
Programme for the
Issuance of Debt Instruments
This document (the "Offering Memorandum") constitutes an offering memorandum in respect of the Programme (as
defined below). Instruments (as defined below) issued on or after the date of this Offering Memorandum are issued
subject to the provisions herein. This Offering Memorandum does not constitute a base prospectus for the purpose of
Article 5.4 of Directive 2003/71/EC as amended (including by Directive 2010/73/EU and including any relevant
implementing measure in the relevant Member State of the European Economic Area), (the "Prospectus Directive").
Under the programme for the issuance of debt instruments (the "Programme") which is described in this Offering
Memorandum, Export Development Canada (the "Issuer"), subject to compliance with all relevant laws, regulations
and directives, may from time to time issue debt instruments (the "Instruments") denominated in any currency
agreed by the Issuer and the relevant purchaser. The aggregate principal amount of Instruments issued under the
Programme will not at any time exceed USD30,000,000,000 (or the equivalent in other currencies).
Application has been made to the Luxembourg Stock Exchange for Instruments issued under the Programme during
the period of twelve months following the date of this document to be admitted to the official list of the Luxembourg
Stock Exchange and admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange (the "Euro
MTF Market"). The Euro MTF Market is not a regulated market for the purposes of the Markets in Financial
Instruments Directive (Directive 2004/39/EC) (as amended or replaced, "MiFID"). The Programme provides that
Instruments may be listed or admitted to trading, as the case may be, on such further or other stock exchanges or
markets as the Issuer and the relevant Dealer(s) (as defined herein) may agree as specified in the applicable Pricing
Supplement (as defined herein), subject to compliance with all applicable laws and the rules of such stock exchange.
The applicable Pricing Supplement will specify whether the Instruments are to be listed and the stock exchange or
market on which they will be listed, or whether the Instruments will not be listed.
This Offering Memorandum is a "prospectus" for the purposes of admission to listing on the Official List of the
Luxembourg Stock Exchange and admission to trading of the Instruments on the Euro MTF Market in accordance
with the rules and regulations of the Luxembourg Stock Exchange and Part IV of the Luxembourg law dated July
10th, 2005 on prospectuses for securities, as amended. THIS DOCUMENT DOES NOT CONSTITUTE A
PROSPECTUS FOR THE PURPOSES OF ARTICLE 5.4 OF THE PROSPECTUS DIRECTIVE.
There are certain risks related to an investment in the Instruments which investors should ensure they fully
understand. See "Risk Factors" at page 7 hereof.
This Offering Memorandum supersedes any previous offering memorandum or prospectus in relation to the
Programme.
Arranger
HSBC
December 19, 2017

IMPORTANT NOTICES
The Issuer has prepared this document for the purpose of giving information with regard to the Programme, the
Instruments to be issued thereunder, itself as the issuer of such Instruments and Canada.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in this Offering Memorandum. To the best of the
knowledge of the Issuer, having taken all reasonable care to ensure that such is the case, the information contained in
this Offering Memorandum is in accordance with the facts and does not omit anything likely to affect the import of
such information.
OTHER RELEVANT INFORMATION
This Offering Memorandum is to be read in conjunction with any supplements issued from time to time and all
documents deemed incorporated herein and in any such supplement by reference (see "Documents Incorporated by
Reference") and shall be read and construed on the basis that such documents are so incorporated and form part of
this Offering Memorandum. This document will, in relation to each Tranche of Instruments issued under the
Programme, be supplemented by a pricing supplement (the "Pricing Supplement"). In relation to any Tranche of
Instruments, this Offering Memorandum should also be read and construed together with the applicable Pricing
Supplement.
No representation or warranty is made or implied by the Arranger or any of its affiliates and neither the Arranger nor
its affiliates accepts any responsibility as to the accuracy or completeness of the information contained in this
Offering Memorandum. Neither the Arranger nor any dealer appointed in respect of an issue of Instruments (a
"Dealer") has separately verified the information contained in this Offering Memorandum.
NOTICES REGARDING OFFERS IN THE EUROPEAN ECONOMIC AREA
This Offering Memorandum has been prepared on the basis that all offers of Instruments in any member state (the
"Member States" and each, a "Member State") of the European Economic Area which has implemented the
Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the
Prospectus Directive (to the extent implemented in that Member State and including any relevant implementing
measure in that Member State), from the requirement to produce or publish a prospectus for offers of Instruments.
Accordingly, any person making or intending to make any offer within a Relevant Member State of the Instruments
which are the subject of an offering contemplated in this Offering Memorandum as completed, supplemented or
modified by the applicable Pricing Supplement in relation to those Instruments may only do so in circumstances in
which no obligation arises for the Issuer or any Dealer to produce or publish a prospectus pursuant to Article 3 of the
Prospectus Directive in relation to such offer.
In the case of any Instruments which are to be offered to the public in a Relevant Member State in circumstances
which would otherwise require the publication of a prospectus under the Prospectus Directive, either the minimum
specified denomination shall be at least EUR100,000 (or its equivalent in any other currency) or the offer must be
made only to persons in that Member State who are qualified investors within the meaning of the Prospectus
Directive.
If and to the extent that this Offering Memorandum is communicated in, or an offer of Instruments under the
Programme is made in any Relevant Member State, this Offering Memorandum and the offer are only
addressed to and directed at persons in that Member State who are qualified investors within the meaning of
the Prospectus Directive (or who are other persons to whom the offer may lawfully be addressed) and must not
be acted upon by other persons in that Relevant Member State. The Issuer does not consent to the use of this
Offering Memorandum in any other circumstances.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Instruments in
circumstances in which an obligation arises for the Issuer or any Dealer to publish a prospectus or supplement a
prospectus pursuant to the Prospectus Directive for such offer. Neither the Issuer nor any Dealers have authorized,
nor do they authorize, the making of any offer of the Instruments through any financial intermediary, other than offers
made by the relevant Dealers which constitute the final placement of the Instruments contemplated in the applicable
Pricing Supplement.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
If the Pricing Supplement in respect of Instruments includes a legend entitled "Prohibition of Sales to EEA Retail
Investors", the Instruments are not intended, from 1 January 2018, to be offered, sold or otherwise made available to
ii

and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the
European Economic Area. 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 Instruments or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Instruments or otherwise making them available to any retail investor in
the EEA may be unlawful under the PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE
If the Pricing Supplement in respect of Instruments includes a legend entitled "MiFID II Product
Governance/Professional investors and ECPs only target market", then solely for the purposes of each manufacturer's
product approval process, the target market assessment in respect of such Instruments has led to the conclusion that:
(i) the target market for the Instruments is eligible counterparties and professional clients only, each as defined in
Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Instruments to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending
the Instruments (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 Instruments (by either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.
UNAUTHORISED INFORMATION
None of the Arranger, any Dealer, salesperson or any other person has been authorised to give any information or to
make any representation not contained in or not otherwise consistent with this Offering Memorandum (as the same
may be supplemented from time to time) or any other information supplied by the Issuer in connection with the
Programme or the issue or sale of the Instruments and, if given or made, any such information or representation
should not be relied on as having been authorised by the Issuer or the Arranger.
CURRENCY OF INFORMATION
Neither the delivery of this Offering Memorandum or any Pricing Supplement nor the offering, sale or delivery of any
Instrument shall, in any circumstances, create any implication that the information contained herein is true subsequent
to the date hereof or the date upon which this Offering Memorandum has been most recently supplemented or that
there has been no adverse change in the financial situation of the Issuer or Canada since the date hereof or, as the case
may be, the date upon which this Offering Memorandum has been most recently supplemented or that any other
information supplied in connection with the Programme is correct at any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
INDEPENDENT EVALUATION
None of this Offering Memorandum, any Pricing Supplement, any financial statements or any further information
supplied in connection with the Instruments or the Programme constitutes an offer or an invitation to subscribe for or
to purchase any Instruments or is intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation or a statement of opinion (or a report of either of these things) by the Issuer, the
Arranger or any Dealer that any investor(s) or any recipient of this Offering Memorandum or any information
incorporated by reference herein or any further information supplied in connection with the Instruments or the
Programme (including the Pricing Supplement) should subscribe for, or purchase, any Instruments. Each investor
contemplating purchasing Instruments should make its own independent investigation of the financial condition and
affairs, and its own appraisal of the creditworthiness and the condition (financial or otherwise) of the Issuer and
Canada. Each potential investor in Instruments should determine for itself the relevance of the information contained
in this Offering Memorandum and its purchase of Instruments should be based upon such investigation as it deems
necessary. The Arranger expressly does not undertake to review the financial condition or affairs of the Issuer or
Canada during the life of the Programme or to advise any investor or potential investor in the Instruments of any
information coming to the attention of the Arranger.
RESTRICTIONS ON USE AND DISTRIBUTION
This Offering Memorandum does not constitute or form part of any offer or invitation to sell Instruments and is not
soliciting any offer to buy Instruments in any jurisdiction where such offer or sale is not permitted. Neither this
Offering Memorandum nor any Pricing Supplement may be used for the purpose of an offer or solicitation by anyone
iii

in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to
make such an offer or solicitation.
The distribution of this Offering Memorandum or any Pricing Supplement and the offering, sale and delivery of
Instruments in certain countries and jurisdictions may be restricted by law. In particular, no action has been taken by
the Issuer which would permit a public offering of the Instruments or distribution of this Offering Memorandum in
any jurisdiction where action for that purpose is required. Accordingly, the Instruments may not be offered or sold,
directly or indirectly, and neither this Offering Memorandum nor any advertisement or other offering material may be
distributed or published in any jurisdiction, except under circumstances that will result in compliance with all
applicable laws and regulations. Persons into whose possession this Offering Memorandum comes are required by
the Issuer to inform themselves about, and to observe, any such restrictions.
Instruments have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the
"Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States
and may include Instruments in bearer form which are subject to United States tax law requirements. Subject to
certain exceptions relating to sales made to "Qualified Institutional Buyers" in reliance on Rule 144A promulgated
under the Securities Act ("Rule 144A") as more fully described under the heading "Subscription and Sale" herein,
Instruments may not be offered, sold or, in the case of Instruments issued in bearer form, delivered within the United
States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act
("Regulation S")). Instruments shall be subject to restrictions on transfer as set forth under the heading "Transfer
Restrictions" herein.
This Offering Memorandum and the applicable Pricing Supplement have been prepared for use in connection with the
offer and sale of Instruments outside the United States to Non-U.S. persons in reliance on Regulation S and within the
United States to "Qualified Institutional Buyers" in reliance on Rule 144A. Prospective investors are hereby
notified that sellers of the Instruments may be relying on the exemption from the provisions of Section 5 of the
Securities Act provided by Rule 144A.
For a description of these and certain further restrictions on offers, sales and deliveries of the Instruments and
distributions of this Offering Memorandum and other offering material relating to the Instruments and any related
Pricing Supplement, in the United States of America, Japan, Switzerland, the EEA (including the United Kingdom),
the People's Republic of China, Singapore, Hong Kong, New Zealand, India and Brazil see "Subscription and Sale".
INVESTMENT CONSIDERATIONS
Instruments may not be a suitable investment for all investors. Each potential investor in any Instruments must
determine the suitability of that investment in light of its own circumstances. In particular, each potential investor
should consider, either on its own or with the help of its financial and other professional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the relevant Instruments, the
merits and risks of investing in the relevant Instruments and the information contained or incorporated by
reference in this Offering Memorandum or any applicable supplement hereto;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the relevant Instruments and the impact such investment will have on its
overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant
Instruments, including where principal or interest is payable in one or more currencies, or where the
currency for principal or interest payments is different from the potential investor's currency;
(iv)
understands thoroughly the terms of the relevant Instruments and is familiar with the behaviour of any
relevant indices and financial markets; and
(v)
is able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
A range of Instruments may be issued under the Programme, including Instruments with a fixed or floating rate of
interest, Instruments with a variable rate of interest and Instruments that may be payable in a currency other than the
currency in which they are denominated. These Instruments may have features which contain particular risks for
potential investors. Accordingly, a potential investor should not invest in Instruments unless it has the expertise
(either alone or with the help of a financial adviser) to evaluate how the Instruments will perform under changing
conditions, the resulting effects on the value of such Instruments and the impact this investment will have on the
potential investor's overall investment portfolio.
iv

Legal investment considerations may restrict certain investments. The investment activities of certain investors are
subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential
investor should consult its legal advisers to determine whether and to what extent (1) Instruments are legal
investments for it, (2) Instruments can be used as collateral for various types of borrowing and (3) other restrictions
apply to its purchase or pledge of any Instruments. Financial institutions should consult their legal advisers or the
appropriate regulators to determine the appropriate treatment of Instruments under any applicable risk-based capital
or similar rules.
CREDIT RATINGS
The Programme has been rated AAA by Standard & Poor's Ratings Services ("Standard & Poor's") and Aaa by
Moody's Canada Inc. ("Moody's"). In addition, the Issuer has received a rating of AAA from Standard & Poor's and
Aaa from Moody's Investors Service Inc. Tranches of Instruments to be issued under the Programme may be rated or
unrated. Where a Tranche of Instruments is rated, such rating may be specified in the applicable Pricing Supplement.
Such ratings will not necessarily be the same as the ratings assigned to the Programme or any Instruments already
issued. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating agency.
DEFINITIONS
References herein to:
"Brazilian Real" or "BRL" means the lawful currency of the Federative Republic of Brazil;
"euro" or "" means the currency introduced at the start of the third stage of European economic and monetary union
pursuant to the Treaty on the Functioning of the European Union, as amended;
"Indian Rupee" or "INR" means the lawful currency of the Republic of India;
"Pounds Sterling" or "£" means the lawful currency of the United Kingdom;
"Renminbi" or "RMB" means the lawful currency of the PRC; and
"USD", "United States Dollars" or "U.S.$" means the lawful currency of the United States of America.
All references in this Offering Memorandum to:
(a) the "European Economic Area" or "EEA" are to the member states of the European Union together with
Iceland, Norway and Liechtenstein; and
(b) "PRC" are to the People's Republic of China, which for the purposes of Instruments issued under the
Programme excludes the Hong Kong Special Administrative Region of the People's Republic of China, the
Macau Special Administrative Region of the People's Republic of China and Taiwan.
STABILISATION
In connection with the issue of any tranche of Instruments under the Programme, one or more relevant
Manager(s) named in the applicable Pricing Supplement (the "Stabilising Manager(s)") (or person(s) acting on
behalf of any Stabilising Manager(s)) may over-allot instruments or effect transactions with a view to
supporting the market price of the Instruments at a level higher than that which might otherwise prevail.
However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on
which adequate public disclosure of the terms of the offer of the relevant Tranche of Instruments is made and,
if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the
relevant Tranche of Instruments and 60 days after the date of the allotment of the relevant Tranche of the
Instruments. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising
Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws
and rules.
v

TABLE OF CONTENTS
OVERVIEW OF THE PROGRAMME ...........................................................................................................................1
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................................................6
SUPPLEMENTAL OFFERING MEMORANDA...........................................................................................................6
RISK FACTORS .............................................................................................................................................................7
FORMS OF INSTRUMENTS ....................................................................................................................................... 16
TERMS AND CONDITIONS OF THE INSTRUMENTS ............................................................................................ 17
TRANSFERS OF INSTRUMENTS IN THE FORM OF GLOBAL NOTES ............................................................... 45
PRO FORMA PRICING SUPPLEMENT ..................................................................................................................... 46
TAXATION ................................................................................................................................................................... 62
PRC CURRENCY CONTROLS ................................................................................................................................... 73
USE OF PROCEEDS .................................................................................................................................................... 78
EXPORT DEVELOPMENT CANADA ....................................................................................................................... 79
CANADA ...................................................................................................................................................................... 82
SUBSCRIPTION AND SALE....................................................................................................................................... 83
TRANSFER RESTRICTIONS ...................................................................................................................................... 89
GENERAL INFORMATION ........................................................................................................................................ 91

vi

OVERVIEW OF THE PROGRAMME
The overview of the Programme must be read as an introduction to this Offering Memorandum and any decision to
invest in the Instruments should be based on a consideration of this Offering Memorandum as a whole, including the
information and documents incorporated by reference.
The terms and conditions (the "Conditions") of any particular Tranche of Instruments will be the terms and
conditions substantially in the form set out under "Terms and Conditions of the Instruments" as supplemented,
modified or replaced by Part A of the Pricing Supplement applicable thereto and, in respect of any Instruments
represented by an Instrument in global form (a "Global Instrument"), by the provisions of such Global Instrument.
Words and expressions defined in the Conditions and in the applicable Pricing Supplement shall have the same
meanings in this overview.
Issuer:
Export Development Canada (the "Issuer")
Pursuant to the provisions of the Financial Administration Act (Canada) the Issuer is
named as a Crown corporation and is for all purposes an agent of Her Majesty in right
of Canada.
Fiscal Agent:
The Bank of New York Mellon
Registrar(s):
The Bank of New York Mellon (New York) as Principal Registrar
The Bank of New York Mellon SA/NV, Luxembourg Branch as First Alternative
Registrar
The Bank of New York Mellon, London Branch as Second Alternative Registrar
Arranger:
HSBC Bank plc
Programme Amount:
The aggregate principal amount of Instruments which may be outstanding at any time
under the Programme will not exceed USD30,000,000,000 (or the equivalent in other
currencies). The aggregate principal amount of Instruments outstanding at any time
under the Programme is calculated by using the USD equivalent of the principal amount
of each outstanding series of Instruments as at the issue date for that series.
Issuance in Series:
The Instruments will be issued in series (each a "Series"), and each Series may
comprise one or more tranches (each a "Tranche") of Instruments issued on the same or
different dates. All Instruments of the same Series shall have identical terms, other than
in respect of the issue price, issue date and first payment of interest (save that a Series
may comprise Instruments in more than one denomination and Instruments in bearer
form and Instruments in registered form). Tranches may be issued on different issue
dates and at different issue prices and, after the applicable Exchange Date (as defined
herein), each such Tranche will be consolidated and form a single Series with the
outstanding Instruments of that Series.
Each Tranche will be the subject of a Pricing Supplement which, for the purposes of that
Tranche only, supplements, modifies or replaces the Conditions of the Instruments, and
must be read in conjunction with the Conditions and this Offering Memorandum. The
terms and conditions applicable to any particular Tranche of Instruments are the
Conditions of the Instruments as so supplemented, modified or replaced by the relevant
Pricing Supplement.
Status:
The Instruments constitute direct unconditional obligations of the Issuer and as such
constitute direct unconditional obligations of Her Majesty in right of Canada. The
Instruments will be issued on an unsubordinated basis and as among themselves, the
Instruments of each Series will rank pari passu and will be payable rateably without any
preference or priority.
Currencies:
Instruments may be denominated in any currency(ies) as may be agreed between the
Issuer and the relevant Purchaser(s), subject to all applicable legal, regulatory and/or
central bank or monetary authority requirements. Payments for Instruments may,
subject to such requirements, be made in currency(ies) other than the currency in which
such Instruments are denominated.
- 1 -

Issue Price:
Instruments may be issued at par or at a discount or premium to par, or at such other
price or on such other basis as agreed.
Maturities:
Instruments shall have no minimum or maximum maturity subject, in relation to specific
currencies, to compliance with all applicable legal, regulatory and/or central bank or
monetary authority requirements.
Redemption:
Unless previously redeemed for taxation reasons or purchased and cancelled,
Instruments will be redeemed at their principal amount or at such other redemption
amount on their maturity date or at such other date as specified in the applicable Pricing
Supplement.
Early Redemption:
Early redemption will be permitted for taxation reasons as mentioned in "Terms and
Conditions of the Instruments -- Early Redemption for Taxation Reasons" herein.
Interest:
Instruments may be interest-bearing (fixed, floating or a combination thereof or on such
other basis as agreed and specified in the applicable Pricing Supplement) or non-
interest-bearing.
Fixed Rate Instruments: Fixed Rate Instruments shall bear interest payable in arrear on the date or dates in each
year and at the rate or rates specified in the applicable Pricing Supplement.
Floating Rate
Floating Rate Instruments will bear interest at a rate determined: (a) on the same basis
Instruments:
as the floating rate under a notional interest rate swap transaction in the relevant
specified currency governed by an agreement incorporating the 2006 ISDA Definitions
as published by the International Swaps and Derivatives Association, Inc. (as amended
and updated as at the Issue Date of the first Tranche of Instruments of the relevant
Series); (b) by reference to a reference rate appearing on an agreed screen page of a
commercial quotation service; (c) as the average of the reference rates applicable for
each Interest Determination Date in the relevant Interest Period; or (d) on such other
basis as agreed, as specified in the applicable Pricing Supplement, and in each case as
adjusted by any applicable margin. Interest Periods will be specified in the applicable
Pricing Supplement.
Details of the interest rate applicable to the then current Interest Period for any Floating
Rate Instruments will, so long as such Instruments are listed on the Euro MTF Market,
be available from the Luxembourg Stock Exchange.
Zero Coupon
Zero Coupon Instruments may be issued at their nominal amount or at a discount to it
Instruments:
and will not bear interest.
Dual Currency
Payments (whether in respect of principal or interest and whether at maturity or
Instruments:
otherwise) in respect of Dual Currency Instruments will be made in such currencies, and
based on such rates of exchange, as the Issuer and the relevant Purchaser(s) may agree
as indicated in the applicable Pricing Supplement.
Variable Interest
Variable Interest Instruments will bear interest at a rate determined on the basis of a
Instruments:
formula either adding or subtracting a reference floating rate appearing on the agreed
screen page of a commercial quotation service to or from a pre-determined fixed or
floating rate with or without a margin ratchet.
Other provisions in
Floating Rate Instruments may also have a maximum interest rate, a minimum interest
relation to Floating Rate rate or both.
Instruments and
Interest in respect of each Interest Period, as selected prior to issue by the Issuer and the
Variable Interest
relevant Purchaser(s) or determined in accordance with the Conditions, will be payable
Instruments:
on such Interest Payment Dates specified in, or determined pursuant to, the applicable
Pricing Supplement, and will be calculated on the basis of the Day Count Fraction
specified in the applicable Pricing Supplement.
Denominations:
Instruments will be issued in such denominations as agreed between the Issuer and the
relevant Purchaser(s) and as indicated in the applicable Pricing Supplement (the
"Specified Denomination"), save that Instruments offered to the public in a Relevant
Member State in circumstances which would otherwise require publication of a
- 2 -

prospectus under the Prospectus Directive shall have a minimum Specified
Denomination of not less than 100,000 (or its equivalent in any other currency).
Instruments which have a maturity of less than one year will, if the issue proceeds are to
be accepted in the United Kingdom, have a minimum denomination and a minimum
redemption value of £100,000 (or its equivalent in any other currency) unless they are
issued to a limited class of professional investors or another applicable exemption from
Section 19 of FSMA is available.
Rule 144A Notes shall have a minimum denomination of not less than USD100,000 (or
its equivalent rounded upwards as agreed between the Issuer and the relevant
Purchaser(s)). If Rule 144A Notes are offered to the public in a Relevant Member State
in circumstances which would otherwise require publication of a prospectus under the
Prospectus Directive, such Rule 144A Notes shall have a minimum denomination of not
less than USD100,000 or the United States Dollar equivalent of 100,000 (rounded
upwards as agreed between the Issuer and the relevant Purchaser(s)), whichever is
greater.
Taxation:
Payments in respect of the Instruments will be made by the Issuer without withholding
or deduction for, or on account of, any present or future taxes, duties, assessments or
charges of whatsoever nature imposed or levied by or on behalf of the government of
Canada or any political subdivision thereof, or any authority or agency therein having
power to tax, unless such taxes, duties, assessments or charges are required by law or by
the administration or official interpretation thereof to be withheld or deducted. In that
event, subject to customary exemptions, the Issuer will pay such additional amounts as
will result in the holder of Instruments or Coupons receiving such amounts as they
would have received in respect of such Instruments or Coupons had no such
withholding or deduction been required, save as mentioned in "Terms and Conditions of
the Instruments -- Taxation" herein.
Governing Law:
The Instruments and all related contractual documentation will be governed by, and
construed in accordance with, the laws of the Province of Ontario and the federal laws
of Canada applicable therein.
Listing:
Application has been made to the Luxembourg Stock Exchange for Instruments issued
under the Programme during the 12 month period after the date of this Offering
Memorandum to be admitted to the Official List and admitted to trading on the Euro
MTF Market. The Euro MTF Market is not a regulated market for the purposes of
MiFID.
In certain circumstances, the Issuer may terminate the listing or admission to trading of
Instruments. The Issuer is not under any obligation to holders of Instruments to
maintain any listing of the Instruments. See "Risk Factors".
Cross-Default:
None
Negative Pledge:
None
Clearing Systems:
Euroclear SA/NV ("Euroclear"), Clearstream Banking S.A. ("Clearstream,
Luxembourg"), The Depository Trust Company ("DTC") (for Restricted Notes (as
defined below) or as otherwise set forth in the applicable Pricing Supplement) or other
clearing systems specified in the applicable Pricing Supplement.
Form of Instruments:
Instruments may be issued in bearer or registered form.
For each Tranche of Instruments issued in bearer form, the Issuer will deliver a
temporary global Instrument, which will be deposited on or before the relevant issue
date therefor with a depositary or a common depositary or (in the case of an NGN (as
defined under "Forms of Instruments")) a common safekeeper, as applicable, for
Euroclear, Clearstream, Luxembourg and/or any other relevant clearing system.
A temporary global Instrument will be exchangeable for a permanent global Instrument
or, in the limited circumstances specified in the temporary global Instrument, for
Instruments in definitive bearer form and/or (for a Series comprising both bearer and
registered Instruments and if specified in the applicable Pricing Supplement) registered
form in accordance with its terms. Each permanent global Instrument will be
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exchangeable for Instruments in definitive bearer form and/or (for a Series comprising
both bearer and registered Instruments and if specified in the applicable Pricing
Supplement) registered form in accordance with its terms. Instruments in definitive
bearer form will, if interest-bearing, either have interest coupons ("Coupons") attached
or have a grid for recording the payment of interest endorsed thereon and will, if the
principal thereof is repayable by instalments, have a grid for recording the payment of
principal endorsed thereon. Instruments in registered form may not be exchanged for
Instruments in bearer form.
Instruments offered in the United States shall be in registered form. Registered
Instruments in global form ("Global Notes") which are issued and sold pursuant to Rule
144A ("Restricted Notes") will initially be represented by interests in either a
Restricted Note in fully registered global form deposited with a common depositary for,
and registered in the name of a common nominee of Euroclear and Clearstream,
Luxembourg on its Issue Date (each a "European Restricted Global Note") or a
Restricted Note in fully registered global form deposited with a custodian for, and
registered in the name of a nominee of, DTC on its Issue Date (a "DTC Restricted
Global Note"), in either case without Coupons.
Registered Instruments in the form of Global Notes which are sold in an "offshore
transaction" within the meaning of Regulation S ("Unrestricted Notes") will initially
be represented by interests in either an Unrestricted Note in fully registered global form
deposited with either (a) a common depositary for, and registered in the name of a
common nominee of Euroclear and Clearstream, Luxembourg if the applicable Pricing
Supplement indicates such Instruments are not to be held in the NSS, or (b) a common
safekeeper for, and registered in the name of a nominee of Euroclear and Clearstream,
Luxembourg if the applicable Pricing Supplement indicate such Instruments are to be
held in the NSS (each a "European Unrestricted Global Note" together with any
European Restricted Global Notes, the "European Global Notes") or an Unrestricted
Note in fully registered global form deposited with a custodian for, and registered in the
name of a nominee of, DTC (a "DTC Unrestricted Global Note" together with any
DTC Restricted Global Notes, the "DTC Global Notes"). Global Notes will bear a
legend as described under "Transfer Restrictions."
Global Notes may be (1) held by or on behalf of DTC for the benefit of participants in
DTC or (2) held by or on behalf of Euroclear and Clearstream, Luxembourg and
deposited on or before the relevant Issue Date with and registered in the name of a
nominee of the common depository or (in the case of Registered Notes held under the
NSS (as defined under "Forms of Instruments" below)) the common safekeeper for
Euroclear and Clearstream, Luxembourg, as applicable or held by or on behalf of such
other agreed clearing system as specified in the applicable Pricing Supplement.
Restricted Notes and Unrestricted Notes will bear a legend setting forth transfer
restrictions and may not be transferred except in compliance with such transfer
restrictions. Transfers of interests from a Restricted Note to an Unrestricted Note and
from an Unrestricted Global Note to a Restricted Global Note are subject to certification
requirements as described under "Terms and Conditions of the Instruments -- Form and
Denomination -- Transfer of Instruments in the Form of Global Notes" and "Transfer
Restrictions."
Enforcement of
For Instruments in global form, individual investors' rights will be governed by a deed
Instruments in Global
of covenant dated December 9, 2014 (as amended, restated, supplemented or replaced as
Form:
at the time of issuance of such Instruments), which is available for inspection at the
specified office of the Fiscal Agent.
Risk Factors:
There are certain risk factors which are material for the purpose of assessing the market
risks associated with Instruments issued under the Programme, including but not limited
to: Investors may be subject to risks related to the structure of a particular issue of
Instruments; there may be no active trading market for the Instruments; the Instruments
are subject to modification and waiver of conditions in certain circumstances; the
denomination of Instruments may not involve integral multiples and definitive
Instruments may be illiquid and difficult to trade; interest payments may be subject to
withholding tax in certain jurisdictions; the laws governing the Instruments may change;
there are no assurances Instruments issued in new global note ("NGN") form will be
eligible collateral for monetary policy of the Eurosystem; Investors may not be able to
sell their Instruments at prices that will provide them with a yield comparable to similar
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