Securities Law & Instruments

Headnote

Subsection 74(1) - issuance of shares to certain Ontario vendors and customers ofnon-reporting issuer pursuant to its directed share program in connection with its U.S.initial public offering - first trade is a distribution unless made in accordance to ss. 72(4)or made through the facilities of a stock exchange or market outside of Ontario, subjectto certain conditions.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., ss. 25, 53, 72(4), 74(1).

Rules Cited

Ontario Securities Commission Rule 14-501 - Definitions ((1997), 20 OSCB 4054, asamended, (1999), 22 OSCB 1173.

Ontario Securities Commission Rule 45-501 - Exempt Distributions (1998), 21 OSCB6548.

Ontario Securities Commission Rule 72-501 - Prospectus Exemption for First TradeOver A Market Outside Ontario (1998) 21 OSCB 3873.


IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF
MOLDFLOW CORPORATION

RULING
(Subsection 74(1))


UPON the application of Moldflow Corporation ("Moldflow") to the Ontario SecuritiesCommission (the "Commission") for a ruling, pursuant to subsection 74(1) of the Act, thatcertain trades in the shares of common stock of Moldflow (the "Shares") to be madepursuant to a proposed Directed Share Program (the "Program") to two senior officers ofa customer of Moldflow resident in the Province of Ontario who elect to participate in theProgram (the "Ontario Program Participants") shall not be subject to section 53 of the Act;

AND UPON considering the application and recommendation of the staff of theCommission;

AND UPON Moldflow having represented to the Commission that:

1. Moldflow is a corporation incorporated under the laws of Delaware and is not areporting issuer under the Act and has no present intention of becoming a reportingissuer under the Act.

2. Moldflow is currently in the process of completing an initial public offering (the"IPO") in the United States and in connection therewith has filed a registrationstatement on Form S-1, as amended (the "Preliminary Prospectus") with theSecurities and Exchange Commission (the "SEC") under the Securities Act of 1933.

3. Moldflow proposes to offer 3,000,000 Shares under the IPO.

4. Upon completion of the IPO, the Shares will be quoted on the Nasdaq NationalMarket.

5. The Program is being made available to friends and family members of officers anddirectors of Moldflow as well as to the employees and business associates ofMoldflow, including the Ontario Program Participants, in connection with the IPO,all on the same terms and conditions.

6. The Ontario Program Participants hold senior positions with RAND A TechnologiesCorporation ("RAND Worldwide"), a corporate customer of Moldflow. RANDWorldwide provides knowledge-based solutions to organizations with engineering,design and information technology requirements. In their capacity as senior officersof RAND Worldwide, each Ontario Program Participant has conducted businesswith Moldflow for the past three years and has been extensively involved in thepurchase and resell by RAND Worldwide of two series of software manufacturedby Moldflow.

7. Moldflow proposes to offer up to 10,000 Shares to the Ontario ProgramParticipants.

8. Participation in the Program is voluntary and the Preliminary Prospectus preparedin accordance with U.S. securities laws will be forwarded to each Ontario ProgramParticipant who chooses to participate in the Program.

9. The annual reports, proxy materials and other materials generally distributed toMoldflow shareholders resident in the United States will be provided to OntarioProgram Participants at the same time and in the same manner as the documentswould be provided to United States resident shareholders.

10. After giving effect to the IPO, the aggregate number of Shares held by OntarioProgram Participants residing in the Province of Ontario will be less than 10% of theissued and outstanding shares of Moldflow and the number of registered Ontarioresidents holding Shares will not be more than 10% of the total number of holdersof issued and outstanding Shares of Moldflow.

11. There is not expected to be a market for the Shares in Ontario and it is intendedthat any resale of Shares acquired under the Program will be effected through thefacilities of the Nasdaq National Market in accordance with its rules and regulations.

12. As a result of the nature of their expertise and the relationship between Moldflowand the Ontario Program Participants, each of the Ontario Program Participantspossess substantial knowledge of the business and affairs of Moldflow.

AND UPON the Commission being satisfied that to do so would not be prejudicialto the public interest.

IT IS RULED, pursuant to subsection 74(1) of the Act, that trades in Sharespursuant to the Program to Ontario Program Participants are not subject to section 53 ofthe Act, provided that the first trade in any of the Shares acquired by an Ontario ProgramParticipant pursuant to this ruling shall be a distribution unless such trade is made inaccordance with the following conditions:

A. such trade is executed in accordance with the provisions of subsection 72(4)of the Act, as modified by section 3.10 of Commission Rule 45-501 -Prospectus Exempt Distributions, except that, for these purposes, it shall notbe necessary to satisfy the requirements in clause 72(4)(a) that the issuernot be in default of any requirement of the Act or the regulations if the selleris not in a special relationship with the issuer, or, if the seller is in a specialrelationship with the issuer, the seller has reasonable grounds to believe thatthe issuer is not in default under the Act or the regulations, where, for thesepurposes, "special relationship" shall have the same meaning as inCommission Rule 14-501; or

B. such trade is made in accordance with the provisions of subsection 2.1 ofCommission Rule 72-501 - Prospectus Exemption for First Trade Over aMarket Outside Ontario.

March 28th, 2000.

"Howard I. Wetston"     "Theresa McLeod"