Power Corporation of Canada - MRRS Decision

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - relief for officers and directors of reporting issuerand its subsidiaries from the insiders reporting requirements with respect to the acquisition of securities under anautomatic share purchase plan, subject to certain conditions including annual reporting.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am. ss.1(1), 107, 108, 121(2)(a)(iii).

Instruments Cited

Proposed National Instrument 55-101-101 - Exemption From Certain Insider Reporting Requirements (2000), 23 OSCB4221.

IN THE MATTER OF

THE SECURITIES LEGISLATION OF ONTARIO,

ALBERTA AND BRITISH COLUMBIA

AND

IN THE MATTER OF THE MUTUAL RELIANCE REVIEW

SYSTEM FOR EXEMPTIVE RELIEF APPLICATION

AND

IN THE MATTER OF

POWER CORPORATION OF CANADA

MRRS DECISION DOCUMENT

WHEREAS the Canadian securities regulatory authority or regulator (the "Decision Maker") in each of Ontario,Alberta and British Columbia (the "Jurisdictions") has received an application on behalf of Power Corporation of Canada(the "Applicant") for a decision pursuant to the securities legislation of the Jurisdictions (the "Legislation") that therequirement contained in the Legislation for an insider of a reporting issuer to file insider reports (the "Insider ReportingRequirement") shall not apply to certain insiders of the Applicant with respect to their acquisition of subordinate votingshares of the Applicant (the "Subordinate Voting Shares") under the Applicant's Employee Share Purchase Program(the "Program") subject to certain conditions;

AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the"System"), the Ontario Securities Commission is the principal regulator for this application;

AND WHEREAS the Applicant has represented to the Decision Makers that:

1. The Applicant is incorporated pursuant to the laws of Canada and is a diversified management and holdingcorporation.

2. The authorized capital of the Applicant consists of an unlimited number of Cumulative Redeemable FirstPreferred Shares, 1986 Series, 6,000,000 Series A First Preferred Shares, an unlimited number of ParticipatingPreferred Shares and an unlimited number of Subordinate Voting Shares. At December 31, 1999 approximately1,299,878 Cumulative Redeemable First Preferred Shares, 1986 Series, 6,000,000 Series A First PreferredShares, 24,427,386 Participating Preferred Shares and 196,516,872 Subordinate Voting Shares were issuedand outstanding.

3. The Applicant is a reporting issuer in each of the Jurisdictions and is not in default of any of the requirementsof the Legislation. The Subordinate Voting Shares of the Applicant are listed and posted for trading on TheToronto Stock Exchange.

4. Subject to certain limitations, participants in the Program may contribute a percentage of their regular pay tothe Program through automatic payroll deductions and through an annual lump sum payment. The Applicant(or a participating subsidiary) provides a matching contribution to the Program equal to either 50% or 100% ofthe participating employee's contribution up to a specified maximum per calendar year. Under the terms of theProgram, contributions are to be deposited with the trustee under the Program and used to acquire SubordinateVoting Shares.

5. The Program is an employee share purchase plan under which the timing of the share acquisitions, the numberof shares purchased, and the price paid for the shares are established by procedures under the Program. TheProgram is an "automatic securities purchase plan" as such term is defined in proposed National Instrument55-101 - Exemption From Certain Insider Reporting Requirements (2000), 23 OSCB 4221 ("NI 55-101") whichhas a "lump sum provision" as defined in that proposed instrument.

6. Acquisitions of Subordinate Voting Shares under the Program are made by an independent administrator inthe open market.

7. Acquisitions of Subordinate Voting Shares under the Program are reported to participants in the Programquarterly, or on such other periodic basis as the Applicant may decide.

AND WHEREAS under the System, this MRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decision has been met;

THE DECISION of the Decision Makers under the Legislation is that the Insider Reporting Requirement shallnot apply to an insider of the Applicant with respect to acquisitions of Subordinate Voting Shares of the Applicantpursuant to the Program provided that:

1. The Subordinate Voting Shares are not acquired with a payment made underthe lump sum provision of the Program;

2. The insider files a report disclosing , in the form prescribed under the Insider Reporting Requirement,all acquisitions of Subordinate Voting Share under the Program that have not previously beenreported by or on behalf of the insider:

a. if any shares acquired under the Program during a calendar year are disposed of ortransferred during the calendar year, within the time required by the Legislation for reportingthe disposition or transfer; and

b. if any shares acquired under the Program, either during a calendar year or following the lastdisposition or transfer in a calendar year, are not disposed of or transferred, within 90 daysof the end of the calendar year;

3. The insider does not beneficially own, directly or indirectly, voting securities of the Applicant, orexercise control or direction over voting securities of the Applicant, or a combination of both, that carrymore than 10 per cent of the voting rights attaching to all outstanding voting securities of theApplicant; and

4. The Subordinate Voting Shares are acquired prior to the date that NI 55-101 comes into effect.

December 21st, 2000.

"Margo Paul"

Manager, Corporate Finance