PRESENT: THAT under the authority of the "British Columbia Hydro and Power. Authority Act, 1964", being chapter 7 of the Statutes of British Columbia,

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1 lo.q Approved and ordered this 24th day of March, A.D At the Executive Council Chamber, Victoria, tenant-governor. PRESENT: The Honourable Mr. Bennett Mr. Black Mr. Peterson Mr. Williston Mr. Shelford Mr. Richter Mr. Skillings Mr. Brothers Mr. Campbell Mr. Loffmark Mr. Kiernan Mr. Mr. Mr. 1r. in the Chair. To His Honour The Lieutenant-Governor in Council: The undersigned has the honour to report : THAT under the authority of the "British Columbia Hydro and Power Authority Act, 1964", being chapter 7 of the Statutes of British Columbia, 1964, as amended, British Columbia Hydro and Power Authority, established by said Act, (hereinafter called the "Authority") by Resolution passed the 2nd day of March, 1970, a certified copy of which is attached hereto, has authorized, subject to the approval of your Honour in Council, the borrowing of money for the purposes of the Authority as therein set forth by the issue and sale of its Bonds, Series V, in an aggregate principal amount not exceeding Fifty Million Dollars ($50,000,000) payable in the manner and upon the terms set forth in said Resolution; AND THAT the borrowing of money by the Authority by the issue and sale of its Bonds in the aggregate principal amount not exceeding Fifty Million Dollars ($50,000,000) is within the borrowing limitations prescribed by the said Act; AND THAT the Authority has made application for the approval of your Honour in Council of the borrowing of money by the issue and sale of Bonds of the Authority as set forth and provided in the said Resolution, and has requested that payment of the principal of and interest on the Bonds be unconditionally guaranteed by the Province of British Columbia and has further requested your approval of the sinking fund provisions contained in said

2 - 2 - Resolution in respect of the Bonds. AND TO RECOMMEND: 1. THAT pursuant to the provisions of the "British Columbia Hydro and Power Authority Act, 1964", as amended, the Authority be authorized to borrow money for the purposes of the Authority by the issue and sale from time to time, during the period commencing 1 April 1970 and ending 30 April 1971, to the Receiver General for Canada to the credit of the Canada Pension Plan Investment Fund established by the Canada Pension Plan, chapter 51, Statutes of Canada, 1965, of non-marketable Authority Bonds in such principal amounts as may be determined from time to time by the Minister of Finance for the Province of British Columbia, as Fiscal Agent of the Authority, not to exceed in total the sum of Fifty Million Dollars ($50,000,000). 2. THAT the term to maturity of the Bonds shall be twenty (20) years, or such lesser period as may from time to time be determined by the Minister of Finance of Canada and concurred in by the Minister of Finance for the Province of British Columbia, as Fiscal Agent of the Authority. 3. THAT a Bond shall be redeemable in whole or in part before maturity only at the option of the Minister of Finance of Canada after notice in writing to the Minister of Finance for the Province of British Columbia as Fiscal Agent of the Authority, given not less than six months before the date of such redemption. 4. THAT a Bond shall be redeemable in whole or in part before maturity only after all securities of the Authority held to the credit of the Canada Pension Plan Investment Fund that were issued before the month in which tl,a. Bond was issued have been fully redeemed, and on the basis that the amount that shall be realized at any time by way of redemption in whole or in part of the securities of the Authority held to the credit of the Canada Pension Plan Investment Fund is that proportion of the total amount to be realized at the time by way of redemption of securities so held, that (0 the aggregate amount then outstanding of the securities of the Authority held to the credit of the Canada Pension Plan Investment Fund, is of (ii) the aggregate amount then outstanding of all securities held to the credit of the said Fund. 5. THAT the Bonds shall bear interest payable semi-annually on such dates as may be fixed by the Minister of Finance of Canada.

3 THAT the rates of interest shall be determined by the Minister of Finance of Canada and concurred in by the Minister of Finance for the Province of British Columbia, as Fiscal Agent of the Authority. 7. THAT the Bonds shall be designated as British Columbia Hydro and Power Authority Bonds Series V; that the Bonds shall be issued in fully registered form in the denomination of $1,000 or any multiple or multiples thereof. 8. THAT principal and interest due on the Bonds shall be payable in lawful money of Canada at Ottawa. 9. THAT the Minister of Finance for the Province of British Columbia, as Fiscal Agent of the Authority as aforesaid, is hereby authorized to sell at par from time to time, during the period commencing 1 April 1970 and ending 30 April 1971, to the Receiver General for Canada to the credit of the Canada Pension Plan Investment Fund, non-marketable Authority Bonds in such principal amounts as may be determined from time to time by the Minister of Finance for the Province, not to exceed in total the sum of Fifty Million Dollars ($50,000,000), provided however that no such Bonds shall be sold at a rate of interest in excess of 81/2% per annum. 10. THAT the Bonds be executed in the manner provided in said Resolution. 11. THAT the Lieutenant-Governor in Council do hereby unconditionally guarantee on behalf of the Province of British Columbia the payment of the principal of and interest on the Bonds of the Authority up to but not exceeding Fifty Million Dollars ($50,000,000) in principal amount payable at the time, in the manner, and upon the terms hereinbefore and in the said Resolution of the Authority set forth, and that the form and manner of such guarantee of the Bonds be in the form and manner set out below. GUARANTEE BY THE PROVINCE OF BRITISH COLUMBIA By virtue of the powers conferred by the Legislature of the Province of British Columbia, and of an Order of the Lieutenant-Governor in Council, the Province of British Columbia does hereby unconditionally guarantee to the registered holder of the within Bond due payment of the principal of the within Bond and of the interest thereon according to the tenor of the said Bond. Minister of Finance

4 THAT the Guarantee be endorsed or enfaced on the Bonds and be signed by the Minister of Finance for the Province of British Columbia who is hereby designated for such purpose and authorized to sign the said Guarantee and that the signature of the Minister of Finance may be engraved, lithographed or printed and where so engraved, lithographed or printed shall be deemed for all purposes the signature of the Minister of Finance and shall be binding upon the Province of British Columbia notwithstanding that the person signing as Minister of Finance may not have held office on the date of delivery of the Bonds or any of them and notwithstanding any change in the person holding the office of 'Minister of Finance between the time when such signature is affixed and the date of delivery of the Bonds or any of them, and that such form and manner of Guarantee be hereby approved. 13. THAT the borrowing by the Authority for the purposes of the Authority by the issue and sale of its Bonds therefor as aforesaid be and the same are hereby approved. 14. THAT the sinking fund provisions contained in the said Resolution of the Authority in respect of the Bonds be and the same are hereby approved. DATED this day of A.D MINISTER OF FINANCE. APPROVED this ? day of A.D stsidirg 7P.1 MEMBER OF EXECUTIVE COUNCIL.

5 EXTRACT from Minutes of a Meeting of the Directors of British Columbia Hydro and Power Authority held on the 2nd day of March, BE IT RESOLVED: 1. THAT under authority of "British Columbia Hydro and Power Authority Act, 1964", being chapter 7 of the Statutes of British Columbia, 1964, as amended, and for the purposes of British Columbia Hydro and Power Authority (hereinafter called the "Authority"), namely for capital expenditures of the Authority, made or to be made, in connection with the acquisition of property and the construction of works duly authorized to be acquired and constructed by the Authority, the Authority, subject to the approval of the Lieutenant- Governor in Council, do borrow money by the issue and sale from time to time, during the period commencing 1 April, 1970 and ending 30 April, 1971, to the Receiver General for Canada to the credit of the Canada Pension Plan Investment Fund established by the Canada Pension Plan, chapter 51, Statutes of Canada, 1965, of non-marketable Authority Bonds in such principal amounts as may be determined from time to time by the Minister of Finance for the Province of British Columbia, as Fiscal Agent of the Authority, not to exceed in total the sum of Fifty Million Dollars ($50,000,000), and do apply the net sum realized from the sale thereof for the purposes aforesaid; it being hereby declared that it is necessary to issue and sell Bonds of the Authority to an amount not exceeding $50,000,000 to realize the net sum required for the purposes aforesaid. 2. THAT the term to maturity of the Bonds shall be twenty (20) years, or such lesser period as may from time to time be determined by the Minister of Finance of Canada and concurred in by the Minister of Finance for the Province of British Columbia, as Fiscal Agent of the Authority. 3. THAT a Bond shall be redeemable in whole or in part before maturity only at the option of the Minister of Finance of Canada after notice in writing to the Minister of Finance for the Province of British Columbia as Fiscal Agent of the Authority, given not less than six months before the date of such redemption. 4. THAT a Bond shall be redeemable in whole or in part before maturity only after all securities of the Authority held to the credit of the Canada Pension Plan Investment Fund that were issued before the month in which that Bond was issued have been fully redeemed, and on the basis that the amount that shall be realized at any time by way of redemption in whole or in part of the securities of the Authority held to the credit of the Canada Pension Plan Investment Fund is that proportion of the total amount to be realized at that time by way of redemption of securities so held, that

6 - 2 - (i) the aggregate amount then outstanding of the securities of the Authority held to the credit of the Canada Pension Plan Investment Fund, is of (ii) the aggregate amount then outstanding of all securities held to the credit of the said Fund. 5. THAT the Bonds shall bear interest payable semi-annually on such dates as may be fixed by the Minister of Finance of Canada. 6. THAT the rates of interest shall be determined by the Minister of Finance of Canada and concurred in by the Minister of Finance for the Province of British Columbia, as Fiscal Agent of the Authority. 7. THAT the Bonds shall be designated as British Columbia Hydro and Power Authority Bonds Series V; that the Bonds shall be issued in fully registered form in the denomination of $1,000 or any multiple or multiples thereof. 8. THAT principal and interest due on the Bonds shall be payable in lawful money of Canada at Ottawa. 9. THAT the Authority shall cause to be kept at the office of the Authority in the City of Victoria, Canada, a book in which shall be entered the particulars of the Bonds held to the credit of the Canada Pension Plan Investment Fund and in which payments on account of principal shall be recorded. 10. THAT the Bonds shall be substantially in the form set out in Schedule "A" hereto and shall not be negotiable, transferable or assignable. 11. THAT the Bonds so issued from time to time shall bear the seal of the Authority and that the seal of the Authority upon the Bonds may be engraved, lithographed, printed or otherwise mechanically reproduced and that the seal of the Authority when so mechanically reproduced shall have the same force and effect as if manually affixed; the Bonds shall be signed by the Chairman of the Authority and by one of the following officers of the Authority, namely, T. Chambers, I.R.A. Mills, R.A. Storrar and L. Lowres, each of whom is hereby authorized to sign any or all of the Bonds under the designation of "Authorized Signing Officer", or by such other officer of the Authority as may hereafter be appointed by Resolution of the Directors of the Authority as an Authorized Signing Officer, that the signature of the Chairman of the Authority upon the Bonds may be engraved, lithographed or printed and any such engraved, lithographed or printed signature shall be deemed for all purposes the signature of such Officer and shall be binding upon the Authority; that the signature of the Chairman of the Authority be the signature of the Chairman of the Authority holding office at the time of execution of

7 - 3 - the Bonds and notwithstanding any change in the person holding the office between the time of execution and the date of delivery thereof the Bonds so executed shall be valid and binding upon the Authority. 12. THAT the Minister of Finance for the Province of British Columbia, as Fiscal Agent of the Authority as aforesaid, is hereby authorized to sell at par from time to time, during the period commencing 1 April, 1970 and ending 30 April, 1971 to the Receiver General for Canada to the credit of the Canada Pension Plan Investment Fund, non-marketable Bonds of the Authority in such principal amounts as may be determined from time to time by the Minister of Finance for the Province, not to exceed in total the sum of Fifty Million Dollars ($50,000,000), provided however that no such Bonds shall be sold at a rate of interest in excess of 8.14 per annum. 13. THAT application be made to the Lieutenant-Governor in Council for authority to borrow money by the issue and sale of Bonds as hereinbefore provided for the above mentioned purposes. 14. THAT the Lieutenant-Governor in Council be requested to unconditionally guarantee payment of the principal of and interest on the Bonds of the Authority authorized to be issued as aforesaid and to approve the sinking fund provisions contained herein. 15. THAT as a sinking fund to be applicable towards the repayment of the Bonds at maturity, the Authority shall for a period not exceeding fifty years pay to the Minister of Finance for the Province of British Columbia as Trustee for the Authority on the anniversary date of the issue of the Bonds a sum of at least.48% of the principal amount of the outstanding liability on each such anniversary date as aforesaid and that the sum so paid and the interest earnings thereon shall be invested by the Minister of Finance for the Province in accordance with the provisions of the British Columbia Hydro and Power Authority Act. 16. THAT the Secretary or Assistant Secretary be and are hereby authorized to certify copies of this Resolution under the Seal of the Authority. I, Geoffrey Gaston Woodward, Secretary of British Columbia Hydro and Power Authority, do hereby certify that the foregoing is a true copy of a Resolution passed at a meeting of the Directors of the said Authority duly held on the 2nd day of March, 1970, as set forth in the minutes of the said meeting. Witness my hand and the Common Seal of British Columbia Hydro and Power Authority, this 2nd day of March, Secretary, British Columbia Hydro and Power Authority.

8 SCHEDULE "A" BRITISH COLUMBIA HYDRO AND POWER AUTHORITY No. No. BRITISH COLUMBIA HYDRO AND POWER AUTHORITY (hereinafter called the "Authority") for value received hereby promises to pay to the Receiver General for Canada, to the credit of the Canada Pension Plan Investment Fund established under the Canada Pension Plan, chapter 51 of the Statutes of Canada, 1965, the principal sum of DOLLARS and to pay interest on the said principal sum (or on such part thereof as shall from time to time remain outstanding) at the rate of per cent per annum, both before and after maturity, semi-annually on the day of and the day of in each year from the date of this bond until the said principal sum is fully paid. This bond shall mature and be due and payable on the day of 19, and is only redeemable in whole or in part in accordance with the provisions hereinafter contained. The Authority promises that it will redeem the whole or any part of the said principal sum and interest accrued thereon to the date of such redemption at such time or times and in such amount or amounts as may be determined by the Minister of Finance of Canada at his option; provided that notice in writing shall have first been given to the Minister of Finance for the Province of British Columbia as Fiscal Agent of the Authority as prescribed in Section 113 (1) (c) of the Canada Pension Plan and provided such redemption is in accordance with the provisions of Section 113 (1) (d) of the said Act. In the event of redemption of a part of this bond the part redeemed will be paid without surrender or presentation of this bond, provided that the Minister of Finance of Canada will cause a notation of such partial redemption to be made on this bond and will issue to the Authority a certificate confirming such partial payment. This bond is not negotiable, transferable or assignable. The principal sum hereby secured and interest thereon are payable in lawful money of Canada at Ottawa. This bond is issued under the authority of the "British Columbia Hydro and Power Authority Act, 1964", being chapter 7 of the Statutes of British Columbia, 1964, as amended, and of an Order of the Lieutenant-Governor in Council. IN WITNESS WHEREOF the Authority has caused its Common Seal and the lithographed facsimile signature of its Chairman to be affixed hereto and this Bond to be duly signed

9 by an Authorized Signing Officer of the Authority and to be dated the day of, 19 Chairman (Common Seal) Authorized Signing Officer GUARANTEE BY THE PROVINCE OF BRITISH COLUMBIA By virtue of the powers conferred by the Legislature of the Province of British Columbia, and of an Order of the Lieutenant-Governor in Council, the Province of British Columbia does hereby unconditionally guarantee to the registered holder of the within Bond due payment of the principal of the within Bond and of the interest thereon according to the tenor of the said Bond. Minister of Finance PAYMENTS ON ACCOUNT OF PRINCIPAL Date Amount Paid Balance of Principal Amount Unpaid Authorized Signature