Securities Law & Instruments

Headnote

CrownCorporation, that became a reporting issuer by virtue of the listingof its notes on the TSE, deemed to have ceased to be a reportingissuer - Except for shares held in trust for Crown, all issuedand outstanding securities of issuer are securities referred toin paragraph 1(a) of subsection 35(2) of the Act.

ApplicableOntario Statutory Provisions

SecuritiesAct, R.S.O. 1990, c.S.5, as am. ss. 35(2)1(a), 73(1)(a), 83 and83.1.

INTHE MATTER OF

THESECURITIES ACT

R.S.O.1990, CHAPTER S.5, AS AMENDED (THE "ACT")

AND

INTHE MATTER OF

THEBUSINESS DEVELOPMENT BANK OF CANADA

ORDER

(Section83)

UPONthe application (the "Application") of Business DevelopmentBank of Canada (the "Bank") to the Ontario Securities Commission(the "Commission") for an order pursuant to section 83 of theAct, that the Bank be deemed to have ceased to be a reportingissuer.

ANDUPON the Bank having represented to the Commission that:

1.the Bank is a body corporate governed by the Business DevelopmentBank of Canada Act (The "BDB Act");

2.the purpose of the Bank is to support Canadian entrepreneurshipby providing financial and management services and by issuingsecurities or otherwise raising funds or capital in support ofthose services;

3.subsection 3(4) of the BDB Act provides that the Bank is for allpurposes an agent of Her Majesty in right of Canada (the "FederalCrown");

4.subsection 23(2) of the BDB Act provides that the shares of theBank may be issued only to the Designated Minister (as definedin the BDB Act) to be held in trust for the Federal Crown;

5.subsection 18(1) of the BDB Act provides that the Bank may borrowmoney by issuing and selling or pledging debt obligations of theBank;

6.the Bank has, and may, from time to time, borrow money by issuingnotes (the "Notes") that constitute direct unconditional obligationsof the Bank which are also direct unconditional obligations ofthe Federal Crown;

7.the terms of any Notes issued by the Bank may provide for a returnto the holder that is linked to various market indices (such ascurrencies, commodities, interest rates, swap rates), an equityindex or basket of securities or equity indices or other underlyinginterests;

8.except for shares that are held in trust for the Federal Crown,all other securities ("Outstanding Securities") of the Bank thatare issued and outstanding are securities ("exempt securities")that:

(a)are referred to in paragraph 1(a) of subsection 35(2) of the Act;

and

(b) do not, by their terms, limit the liability of the Bankto the assets of the Bank, or provide for any return that maybe dependent upon the financial condition or performance ofthe Bank, so that the financial condition or performance ofthe Bank is not relevant to any holder of the Outstanding Securities;

9.the Outstanding Securities were issued by the Bank in relianceupon the prospectus exemption contained in clause 73(1)(a) ofthe Act that refers to securities in paragraph 1(a) of subsection35(2) of the Act;

10.the Bank may, from time to time, arrange for the listing of itssecurities on The Toronto Stock Exchange (the "TSE"), so thatupon such listing the Bank may, by virtue of the definition of"reporting issuer" in the Act, become a reporting issuer, in whichcase, the Bank intends to apply to the Commission for an order,pursuant to section 83 of the Act, that it be deemed to have ceasedto be a reporting issuer;

11.on December 6, 1999, the Bank became a reporting issuer by virtueof the transfer of the listing of the Internet Stock Basket ProtectedNotes Due 2009 of the Bank from the Montreal Exchange to the TSE.On January 21, 2000, the Commission issued an order pursuant tosection 83 of the Act deeming the Bank to have ceased to be areporting issuer under the Act;

12.on February 7, 2000, the Bank became a reporting issuer by virtueof the listing of Global Giants Equity-Linked Notes, Series 1of the Bank on the TSE. On February 29, 2000, the Commission issuedan order pursuant to section 83 of the Act deeming the Bank tohave ceased to be a reporting issuer under the Act;

13.on April 28, 2000, the Bank became a reporting issuer by virtueof the listing of International Equity Index Linked Notes, Series1 of the Bank on the TSE. On June 2, 2000, the Commission issuedan order pursuant to section 83 of the Act deeming the Bank tohave ceased to be a reporting issuer under the Act;

14.on December 6, 2000, the Bank became a reporting issuer by virtueof the listing of Global Equity Index Linked Notes, Series 1 ofthe Bank on the TSE. On January 5, 2001, the Commission issuedan order pursuant to section 83 of the Act deeming the Bank tohave ceased to be a reporting issuer under the Act;

15.on March 22, 2001, the Bank became a reporting issuer by virtueof the listing of Nasdaq-100 Index® Linked Notes,Series 1 and Nasdaq-100 Index® Linked Notes, Series2 of the Bank on the TSE. On April 15, 2001, the Commission issuedan order pursuant to section 83 of the Act deeming the Bank tohave ceased to be a reporting issuer under the Act;

16.on April 27, 2001, the Bank became a reporting issuer by virtueof the listing of Nasdaq-100 Index® Linked Notes,Series 3 of the Bank on the TSE. On July 17, 2001, the Commissionissued an order pursuant to Section 83 of the Act deeming theBank to have ceased to be a reporting issuer under the Act;

17.on May 30, 2001, the Bank became a reporting issuer by virtueof the listing of Nasdaq-100 Index® Linked Notes,Series 4 of the Bank on the TSE. On July 24, 2001, the Commissionissued an order pursuant to Section 83 of the Act deeming theBank to have ceased to be a reporting issuer under the Act;

18.on June 29, 2001, the Bank became a reporting issuer by virtueof the listing of Canadian Technology Equity Linked Notes, Series1 of the Bank on the TSE. On July 31, 2001, the Commission issuedan order pursuant to Section 83 of the Act deeming the Bank tohave ceased to be a reporting issuer under the Act;

19.on September 27, 2001, the Bank became a reporting issuer by virtueof the listing of Principal Protected Blue Chip Technology LinkedNotes, Series 1 on the TSE. On November 16, 2001, the Commissionissued an order pursuant to Section 83 of the Act deeming theBank to have ceased to be a reporting issuer under the Act ;

20.On December 12, 2001, the Bank became a reporting issuer byvirtue of the listing of Principal Protected European StockIndex Linked Notes, Series 2 on the TSE. The Bank is not indefault of any requirements of the Act or regulations made thereunder.

21.if the Outstanding Securities should cease to be exempt securities,the Bank will so advise the Director, so that the Director mayconsider whether, in the circumstances, it may be appropriateto apply to the Commission for an order, pursuant to section 83.1of the Act, deeming the Bank to be a reporting issuer for thepurposes of Ontario securities laws.

ANDUPON considering the Application and the recommendationsof staff of the Commission;

ANDUPON the Commission being satisfied that to do so wouldbe in the public interest;

ITIS ORDERED, pursuant to section 83 of the Act, that theBank is deemed to have ceased to be a reporting issuer.

February15, 2002.

"PaulM. Moore"       "R. Stephen Paddon"