Le Groupe Vidéotron Ltée - MRRS Decision

MRRS Decision

IN THE MATTER OF

THE SECURITIES LEGISLATION

OF ALBERTA, SASKATCHEWAN, ONTARIO,

QUEBEC, NOVA SCOTIA

AND NEWFOUNDLAND

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEW SYSTEM FOR

EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

LE GROUPE VIDÉOTRON LTÉE

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of Alberta,Saskatchewan, Ontario, Nova Scotia and Newfoundland (the "Jurisdictions") has received an application from Le GroupeVidéotron Ltée (the "Filer") for a decision under the securities legislation of the Jurisdictions (the "Legislation") that theFiler be deemed to have cease to be a reporting issuer or the equivalent, under the Legislation;

AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the"System"), the Commission des valeurs mobilières du Québec is the principal regulator for this application;

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

1. The Filer results from the short form amalgamation on December 7, 2000, of 9071-4866 Québec Inc. and LeGroupe Vidéotron Ltée ("Groupe") in accordance with the Companies Act (Québec) with 9071-4866 QuébecInc. continuing as the amalgamated corporation.. Subsequent to the amalgamation, 9071-4866 Québec Inc.'sname was changed to Le Groupe Vidéotron Ltée;

2. As a result of the amalgamation, the Filer is a reporting issuer or the equivalent, under the Legislation;

3. The Filer's head office is located in Montreal, Québec;

4. On September 27, 2000, Quebecor Media Inc. ("Media"), a wholly-owned subsidiary of Quebecor Inc., maileda take-over bid circular to all of the shareholders of Groupe, by which it was offering to purchase all of theMultiple Voting Shares and Subordinate Voting Shares issued and outstanding of Groupe (the "Offer") ;

5. At the expiry of the Offer, on October 19, 2000, the Subordinate Voting Shares of Groupe were automaticallyconverted into Multiple Voting Shares of Groupe (the "Shares of Groupe");

6. On October 23 and 25, 2000, Media took up 113,280,877 Shares of Groupe tendered, representing more than90% of the total outstanding Shares of Groupe. The compulsory acquisition has been exercised and, sinceDecember 4, 2000, Media is the only holder of securities of Groupe;

7. On December 5, 2000, the Shares of Groupe have been delisted from The Toronto Stock Exchange;

8. On December 7, 2000, all the Shares of Groupe acquired by Media have been transferred to 9071-4866Québec Inc., a wholly-owned subsidiary of Media (the "Transfer"). Immediately following the transfer, 9071-4866Québec Inc. and Groupe were amalgamated to form 9071-4866 Québec Inc. which subsequently changed itsname to Le Groupe Vidéotron Ltée;

9. No securities of the Filer are listed or quoted on any exchange or market;

10. The Filer has no other securities, including debt securities, outstanding other than the Shares held by Media;

11. Other than a failure to file the annual information form and the annual report of Groupe for the year endedAugust 31, 2000, and its financial statements for the quarter ended September 30, 2000, the Filer is not indefault of its obligations under the Legislation;

12. The Filer does not intend to seek public financing by way of an offering of its securities.

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 Filer is deemed to have ceased to bea reporting issuer or the equivalent, under the Legislation.

DATED at Montréal, Québec, this 8th day of March 2001.

"Jean-François Bernier"