Issuer deemed to have ceased to be reportingissuer under the Act.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, c.S.5, as am.,ss. 1(1), 6(3) and 83.
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED (THE "ACT")
IN THE MATTER OF
DIEBOLD ELECTION SYSTEMS INC.
(formerly "GLOBAL ELECTION SYSTEMS INC.")
(Section 83 of the Act)
UPON the application of Diebold Election Systems Inc.("Diebold") to the Ontario Securities Commission (the"Commission") for an order, under section 83 of theAct, that Diebold be deemed to have ceased to be a reportingissuer under the Act;
AND UPON considering the application and the recommendationof staff of the Commission;
AND UPON it being represented by Diebold to the Commissionthat:
1. Diebold was formed in 1991 under the laws of British Columbiaby way of amalgamation.
2. Diebold became a reporting issuer under the Act on March3, 1994.
3. The authorized capital of Diebold consistsof 100,000,000 common shares without par value and 20,000,000convertible preferred shares without par value, of which 21,335,340common shares and no preferred shares are issued and outstanding.
4. On January 22, 2002, Diebold, Incorporated("Diebold Inc."), a U.S. corporation, Diebold AcquisitionLtd. and Diebold completed an arrangement (the "Arrangement")whereby shareholders of Diebold received cash and common sharesof Diebold Inc. in exchange for their common shares of Diebold.
5. As a result of the completion of the Arrangement,Diebold Inc. along with fewer than five other persons or companiesbeneficially hold all of the issued and outstanding securitiesof Diebold. Other than these securities, there are no securitiesof Diebold, including debt securities, outstanding.
6. The common shares of Diebold were delistedfrom trading on The Toronto Stock Exchange on January 31, 2002.The common shares have also been delisted from the AmericanStock Exchange, and no securities of Diebold are listed or quotedon any exchange or market.
7. From the date of the Arrangement, Dieboldhas not been in default of any obligations as a reporting issuerunder the Act with the exception of its obligation to file itsinterim financial statements for the six-month period endedDecember 31, 2001; the Arrangement was completed before theobligation of Diebold to file the financial statements arose.
8. Diebold does not intend to seek public financing by way ofan offering of its securities in Canada.
AND UPON the Commission being satisfied that to do sowould not be prejudicial to the public interest;
IT IS ORDERED pursuant to section 83 of the Act thatDiebold is deemed to have ceased to be a reporting issuer underthe Act effective as at the date of this order.
May 8, 2002.