SC 13G 1 filing.txt DOC ONE SCHEDULE 13G Amendment No. 0 EXFO Electro-Optical Engineering Incorporated Common Stock Cusip #302043104 Cusip #302043104 Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 1,503,110 Item 6: 0 Item 7: 1,503,110 Item 8: 0 Item 9: 1,503,110 Item 11: 6.556% Item 12: HC Cusip #302043104 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 1,503,110 Item 8: 0 Item 9: 1,503,110 Item 11: 6.556% Item 12: IN SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Item 1(a). Name of Issuer: EXFO Electro-Optical Engineering Incorporated Item 1(b). Name of Issuer's Principal Executive Offices: 400 Godin Avenue Quebec, Quebec G1M 2K2 Canada Item 2(a). Name of Person Filing: FMR LLC Item 2(b). Address or Principal Business Office or, if None, Residence: 82 Devonshire Street, Boston, Massachusetts 02109 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 302043104 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) and the person filing, FMR LLC, is a parent holding company in accordance with Section 240.13d-1(b)(ii)(G). (Note: See Item 7). Item 4. Ownership (a) Amount Beneficially Owned: 1,503,110 (b) Percent of Class: 6.556% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 1,503,110 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 1,503,110 (iv) shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock of EXFO Electro-Optical Engineering Incorporated. The interest of the Fidelity Canadian Opportunities Fund, an open-end, Canadian mutual fund trust formed by declaration of trust on July 17, 2000, in the Common Stock of EXFO Electro-Optical Engineering Incorporated, amounted to 1,503,110 shares or 6.556% of the total outstanding Common Stock at December 31, 2008. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit A. Item 8. Identification and Classification of Members of the Group. Not applicable. See attached Exhibit A. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 12, 2009 Date /s/ Scott C. Goebel Signature Scott C. Goebel Duly authorized under Power of Attorney effective as of June 1, 2008 by and on behalf of FMR LLC and its direct and indirect subsidiaries SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) The ownership of one Canadian mutual fund, Fidelity Canadian Opportunities Fund, amounted to 1,503,110 shares or 6.556% of the Common Stock outstanding. Fidelity Canadian Opportunities Fund has its principal business office at 483 Bay Street, Suite 200, Toronto, Ontario, M5G 2N7, Canada. Pyramis Global Advisors, LLC ("PGALLC"), 53 State Street, Boston, Massachusetts, 02109, an indirect wholly- owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 1,503,110 shares or 6.556% of the outstanding Common Stock of EXFO Electro-Optical Engineering Incorporated as a result of its serving as investment adviser to institutional accounts, non-U.S. mutual funds, or investment companies registered under Section 8 of the Investment Company Act of 1940 owning such shares. Edward C. Johnson 3d and FMR LLC, through its control of PGALLC, each has sole dispositive power over 1,503,110 shares and sole power to vote or to direct the voting of 1,503,110 shares of Common Stock owned by the institutional accounts or funds advised by PGALLC as reported above. Members of the family of Edward C. Johnson 3d, Chairman of FMR LLC, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) RULE 13d-1(f)(1) AGREEMENT The undersigned persons, on February 12, 2009, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the Common Stock of EXFO Electro-Optical Engineering Incorporated at December 31, 2008. FMR LLC By /s/ Scott C. Goebel Scott C. Goebel Duly authorized under Power of Attorney effective as of June 1, 2008, by and on behalf of FMR LLC and its direct and indirect subsidiaries Edward C. Johnson 3d By /s/ Scott C. Goebel Scott C. Goebel Duly authorized under Power of Attorney effective as of June 1, 2008, by and on behalf of Edward C. Johnson 3d Pyramis Global Advisors, LLC By /s/Claire S. Walpole Claire S. Walpole Duly authorized under Power of Attorney dated August 8, 2007, by William E. Dailey Senior Vice President and Chief Administrative Officer Duly authorized under Board of Directors resolution dated September 26, 2005.