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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 EUR, avec le code ISIN XS2106828721, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/01/2025

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 8 of Regulation (EU) 2017/1129 (the "Prospectus
Regulation").
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 2014/65/EU) (as amended,
"MiFID II"). 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 "base 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 of 16 July 2019 on prospectuses for securities. THIS DOCUMENT DOES NOT
CONSTITUTE A PROSPECTUS FOR THE PURPOSES OF THE PROSPECTUS REGULATION.
There are certain risks related to an investment in the Instruments which investors should ensure
they fully understand. See "Risk Factors" at page 8 hereof.

Arranger
HSBC

December 17, 2020

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.
This Offering Memorandum supersedes any previous Offering Memorandum issued by the Issuer in
respect of the Programme. Any Instruments issued under the Programme on or after the date hereof are
issued subject to the provisions set out in this Offering Memorandum. This does not affect any Instruments
issued prior to the date hereof.
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 AND THE UNITED
KINGDOM
This Offering Memorandum has been prepared on the basis that all offers of Instruments in any member
state of the European Economic Area or the United Kingdom (each a "Relevant State") will be made
pursuant to an exemption under the Prospectus Regulation 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 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 Regulation in relation to
such offer.
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 State, this Offering Memorandum and the offer are
only addressed to and directed at persons in that Relevant State who are qualified investors within
the meaning of the Prospectus Regulation (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 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 Regulation 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.
ii

MIFID II PRODUCT GOVERNANCE AND TARGET MARKET
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 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.
A determination will be made in relation to each issue about whether, for the purpose of the Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any
Dealer subscribing for any Instruments is a manufacturer in respect of such Instruments, but otherwise
neither the Arranger nor any Dealer nor any of their respective affiliates will be a manufacturer for the
purpose of the MiFID Product Governance Rules.
PRIIPS REGULATION / IMPORTANT EEA AND UK RETAIL INVESTORS
If the Pricing Supplement in respect of Instruments includes a legend entitled "Prohibition of Sales to EEA
and UK Retail Investors", the Instruments 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 European
Economic Area or in the United Kingdom ("UK"). 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 MiFID II; (ii) a customer
within the meaning of Directive (EU) 2016/97, 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 Regulation. Consequently, no key information document required by Regulation (EU) No
1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Instruments or otherwise
making them available to retail investors in the EEA or in the UK has been prepared and therefore offering
or selling the Instruments or otherwise making them available to any retail investor in the EEA or in the UK
may be unlawful under the PRIIPs Regulation.
NOTIFICATION UNDER SECTION 309B(1)(C) OF THE SECURITIES AND FUTURES ACT (CHAPTER
289) OF SINGAPORE (AS MODIFIED OR AMENDED FROM TIME TO TIME, THE "SFA")
Unless otherwise stated in the applicable Pricing Supplement in respect of any Instruments, all Instruments
issued or to be issued under the Programme shall be 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).
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.
iii

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 in any jurisdiction in which such offer or solicitation is not authorised 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
Belgium), the United Kingdom, the People's Republic of China, Singapore, Hong Kong, New Zealand,
India and Brazil see "Subscription and Sale".
IMPORTANT NOTICE TO INVESTORS IN BELGIUM
The Instruments are not intended to be advertised, offered, sold, resold, transferred, delivered or otherwise
made available and should not be offered, sold, resold, transferred, delivered or otherwise made available
to any individual in Belgium qualifying as a consumer within the meaning of Article I.1 of the Belgian Code
of Economic Law, as amended from time to time.
iv

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.
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 (with respect to long-term debt) and A-1+ (with respect to short-term
debt) by S&P Global Ratings ("S&P") and Aaa (with respect to long-term debt) and P-1 (with respect to
short-term debt) by Moody's Canada Inc. ("Moody's"). In addition, the Issuer has received long term
issuer credit ratings of AAA from S&P and Aaa from Moody's Investors Service Inc. and short term
(commercial paper) ratings of A-1+ from S&P and P-1 from Moody's. 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;
v

"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 "CNH" means offshore Renminbi; 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 Dealer(s) (if any) acting as Stabilising Manager(s) (or person(s) acting on behalf of any
Stabilising Manager(s)) as specified in the applicable Pricing Supplement 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.
vi

TABLE OF CONTENTS
OVERVIEW OF THE PROGRAMME ............................................................................................................. 1
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................................... 6
SUPPLEMENTAL OFFERING MEMORANDA ............................................................................................... 7
RISK FACTORS .............................................................................................................................................. 8
FORMS OF INSTRUMENTS ........................................................................................................................ 24
TERMS AND CONDITIONS OF THE INSTRUMENTS ................................................................................ 26
TRANSFERS OF INSTRUMENTS IN THE FORM OF GLOBAL NOTES .................................................... 70
PRO FORMA PRICING SUPPLEMENT ....................................................................................................... 71
TAXATION .................................................................................................................................................... 89
USE OF PROCEEDS.................................................................................................................................. 100
EXPORT DEVELOPMENT CANADA ......................................................................................................... 101
CANADA ..................................................................................................................................................... 105
SUBSCRIPTION AND SALE ...................................................................................................................... 106
TRANSFER RESTRICTIONS ..................................................................................................................... 112
GENERAL INFORMATION ......................................................................................................................... 114

vii

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.
Legal Entity Identifier:
Z6MHCSLXHKYG4B6PHW02
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).
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 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.
- 1 -

Payments for Instruments may, subject to such requirements, be made in
currency(ies) other than the currency in which such Instruments are
denominated.
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
Fixed Rate Instruments shall bear interest payable in arrear on the date or dates
Instruments:
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
Instruments:
same basis 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 either appearing on an agreed screen page of a commercial quotation
service or published or provided by a designated administrator; (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
Instruments:
discount to it and will not bear interest.
Variable Interest
Variable Interest Instruments will bear interest at a rate determined on the basis
Instruments:
of a 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
relation to Floating
interest rate or both.
Rate Instruments and
Variable Interest
Interest in respect of each Interest Period, as selected prior to issue by the
Instruments:
Issuer and the relevant Purchaser(s) or determined in accordance with the
Conditions, will be payable 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.
- 2 -

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").
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
USD200,000 (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
Member State in circumstances which would otherwise require publication of a
prospectus under the Prospectus Regulation, such Rule 144A Notes shall have
a minimum denomination of not less than USD200,000 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
Bank
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
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