OGX Petróleo e Gás Participações S.A.

Headnote

Subsection 74(1) - exemption from prospectus requirement in connection with first trade of shares - issuer not a reporting issuer in any jurisdiction in Canada - the conditions of the exemption in section 2.14 of National Instrument 45-102 Resale of Securities not fully met as resident of Canada will own more than 10% of the total number of shares - the common shares held by Canadian residents are concentrated, with one institutional investor owning over 90% of the total common shares owned by Canadian residents - relief granted subject to conditions, including that the first trade must be made through an exchange or market outside of Canada or to a person or company outside of Canada.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 53, 74(1).

National Instrument 45-102 Resale of Securities.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF

OGX PETRÓLEO E GÁS PARTICIPAÇÕES S.A.

ORDER

Background

The principal securities regulator (the Decision Maker) in Ontario (the Jurisdiction) has received an application from the Ontario Teachers' Pension Plan Board (the Applicant) for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) for an exemption under section 74(1) of the Legislation from the prospectus requirements contained at section 53 of the Legislation in connection with the first trades of common shares in OGX Petróleo e Gás Participações S.A. (OGX) (the Requested Relief).

Interpretation

Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.

Representations

This decision is based on the following facts represented by the Applicant:

1. The Applicant is an independent corporation established on December 31, 1989 by the Teachers' Pension Act (Ontario) to administer and manage a pension plan established for the benefit of the Province of Ontario's primary and secondary school teachers and to pay members of the pension plan their respective benefits under the plan. The head office of the Applicant is located at 5650 Yonge Street, Toronto, Ontario, Canada.

2. OGX is a corporation incorporated, existing and in good standing under the laws of Brazil, with shares listed on the Novo Mercado of the São Paulo Stock Exchange (the Bovespa). OGX is in the business of exploring, producing, and marketing petroleum and its by-products, natural gas and other hydrocarbonate fluids, including in the geographic areas for which concessions have been granted by the National Petroleum, Natural Gas and Biofuels Agency of the Republic of Brazil. The head office of OGX is located at Praia do Flamengo, No. 154, 7th floor, Rio de Janeiro, Brazil.

3. Immediately prior to the IPO (as defined below) and assuming the exercise of a warrant granted to the controlling shareholder of OGX, the share capital of OGX consisted of R$2,324,176,536.78 billion, of which 18,469,733 common shares ("Common Shares"), 7,196,000 class A preferred shares ("Class A Preferred Shares") and 719,600 class B preferred shares ("Class B Preferred Shares") were outstanding. Following the IPO and the exercise of the over-allotment option granted to Credit Suisse in connection with the IPO, the share capital of OGX consisted of R$9,035,852,088 billion, of which 32,319,606 Common Shares were outstanding.

4. On December 18, 2007, the Applicant purchased 450,000,000 Class A Preferred Shares and 45 Common Shares (in each case prior to a 125:1 share consolidation which occurred on May 23, 2008), representing approximately 22% of the total number of outstanding shares of OGX at such time. The shares were sold to the Applicant in a private placement transaction in which the Applicant qualified as an accredited investor in reliance on the registration and prospectus exemptions contained in National Instrument 45-106. Pursuant to their terms, the Class A Preferred Shares and the Class B Preferred Shares were automatically converted to Common Shares following the initial public offering of OGX on June 12, 2008 ("IPO"). In addition to the shares of OGX purchased on December 18, 2007, the Applicant purchased an additional 237,000 Common Shares in the IPO (out of a total of 5,934,458 Common Shares issued pursuant to the IPO and the exercise of the over-allotment option granted to Credit Suisse in connection with the IPO).

5. Immediately following the IPO and the exercise of the over-allotment option granted to Credit Suisse in connection with the IPO, the Applicant held a total of 3,837,699 Common Shares, representing approximately 11.874% of the total number of issued and outstanding Common Shares at such time.

6. Immediately following the IPO and the exercise of the over-allotment option granted to Credit Suisse in connection with the IPO, Canadian investors, other than the Applicant, held less than 2% of the total number of outstanding Common Shares, all of which were purchased pursuant to the IPO.

7. Immediately following the IPO and the exercise of the over-allotment option granted to Credit Suisse in connection with the IPO, Canadian-resident investors, other than the Applicant, represent less than 10% of the total number direct or indirect holders of outstanding Common Shares as of such time.

8. OGX is not a reporting issuer or its equivalent in the Province of Ontario or any other province or territory of Canada, nor are any of its securities listed or posted for trading on any exchange, or market, located in Canada. OGX has no present intention of becoming listed in Canada or of becoming a reporting issuer under the Act or under any other Canadian securities laws, and no market for the Common Shares exists in Canada and none is expected to develop.

9. In the absence of the exemption requested hereby, the first trade of Common Shares held by the Applicant will be deemed to be a distribution and subject to section 53 of the Act.

10. The prospectus exemption in section 2.6 of National Instrument 45-102 will not be applicable in this situation because OGX is not a reporting issuer or its equivalent in the Province of Ontario or any other province or territory of Canada.

11. The prospectus exemption in section 2.14 of National Instrument 45-102 would be applicable in this situation, but will not be available to the Applicant with respect to its first trade of Common Shares because, immediately following the IPO, residents of Canada, including the Applicant, own more than 10% of the outstanding Common Shares.

Decision

This Order evidences the decision of the Decision Maker (the Decision).

The Decision Maker is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met.

The Decision of the Decision Maker under the Legislation is that the Requested Relief is granted provided that:

i) at the date of the trade, OGX is not a reporting issuer in any jurisdiction of Canada where that concept exists; and

ii) the trade is executed through the facilities of the Bovespa or any other exchange market outside Canada or to a person or company outside of Canada.

DATED at Toronto this 14th day of November, 2008