BPO Properties Ltd. - MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Exemption from the requirement to delivercomparative annual financial statements to issuer's securityholders concurrently with the filing of its annual 2002 financialstatements or no later than the end of the period during whichsuch financial statements are required to be filed. Applicationfor relief made, and decision document in final form by effectivedate of decision.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.s. 80(b)(iii).

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

BRITISH COLUMBIA, ALBERTA,SASKATCHEWAN,

ONTARIO, QUEBEC, NOVA SCOTIAAND NEWFOUNDLAND

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

BPO PROPERTIES LTD.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the Decision Makers) in each of BritishColumbia, Alberta, Saskatchewan, Ontario, Québec, NovaScotia and Newfoundland (the Jurisdictions) has received anapplication from BPO Properties Ltd. (BPO) for a decision pursuantto the securities legislation of the Jurisdictions (the Legislation)that the requirement contained in the Legislation for BPO tosend to its shareholders its annual financial statements, andin Quebec, its annual report, in respect of the financial yearended December 31, 2002 (the Annual Financial Disclosure Requirement)concurrently with filing those documents or no later than May20, 2003, shall not apply to BPO on the basis below;

AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the System),the Ontario Securities Commission is the principal regulatorfor this application;

AND WHEREAS, unless otherwise definedbelow, the terms herein have the meaning set out in NationalInstrument 14-101 Definitions or in Quebec Commission Notice14-101;

AND WHEREAS it has been represented byBPO to the Decision Makers that:

1. BPO was created by articles of amalgamationunder the laws of Canada on November 3, 1978.

2. BPO's common shares and series G, seriesJ and series M preferred shares are listed and posted fortrading on the Toronto Stock Exchange. Brookfield PropertiesCorporation (Brookfield) owns approximately 54.9% of the commonshares and 89% of the equity of BPO.

3.BPO is a reporting issuer in all provincesand territories of Canada that incorporate such a conceptin their legislation.

4. The fiscal year end of BPO is December31.

5. Pursuant to the Annual Financial DisclosureRequirement, BPO is required to send its annual financialstatements, and in Quebec, its annual report, in respect ofthe financial year ended December 31, 2002 to each holderof its securities, other than debtholders, concurrently withfiling those documents or no later than May 20, 2003.

6. BPO is required to send its annual financialstatements, and in Quebec, its annual report, in respect ofthe financial year ended December 31, 2002 to each holderof its securities, other than debtholders, no later than May20, 2003.

7. On April 28, 2003, Brookfield announcedthat it intends to propose to shareholders of BPO a goingprivate transaction by way of an amalgamation (the Amalgamation)between BPO and a subsidiary of Brookfield.

8. The Amalgamation would be voted upon bythe shareholders of BPO at its annual and special meeting(the Meeting) which is scheduled to take place on June 18,2003. However, in accordance with section 464 of the TorontoStock Exchange Company Manual, BPO will hold its annual shareholdermeeting no later than June 30, 2003.

9. In accordance with National Instrument54-101, a management proxy circular (the BPO Circular) mustbe mailed to shareholders of BPO no later than 21 days priorto the Meeting. Based on the last possible date for the Meetingof June 30, 2003, the BPO Circular can be mailed no laterthan June 9, 2003.

10. BPO will file its annual financial statementsand annual report in respect of the financial year ended December31, 2002 on SEDAR within the time required by the Legislationand mail those documents to the shareholders of BPO entitledto receive them, along with the BPO Circular, no later thanJune 9, 2003.

AND WHEREAS pursuant to the System thisMRRS Decision Document evidences the decision of each DecisionMaker (collectively, the Decision);

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides each Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers pursuantto the Legislation is that, effective May 20, 2003, the requirementcontained in the Legislation requiring BPO to send its annualfinancial statements, and in Quebec, its annual report, in respectof the financial year ended December 31, 2002 to each holderof its securities, other than debtholders, concurrently withfiling those documents or no later than the end of the periodduring which those documents are required to be filed, shallnot apply to BPO provided that BPO:

a. issue a press release that:

i. will be posted on BPO's website, disseminatedvia a Canadian newswire service and filed on SEDAR no laterthan May 20, 2003;

ii. includes the approximate date on whichthe annual financial statements, and in Quebec, the annualreport, in respect of the financial year ended December31, 2002 will be mailed to shareholders; and

iii. states that any shareholders entitledto receive the annual financial statements and annual reportin respect of the financial year ended December 31, 2002may obtain a copy of those documents in advance on requestto BPO and that shareholders will be able to access thosedocuments on BPO's website (www.bpoproperties.com) and thewebsite maintained by the Canadian securities regulators(www.sedar.com); and

b. sends its annual financial statements andannual report in respect of the financial year ended December31, 2002 to the shareholders of BPO entitled to receive them,with the BPO Circular, not later than June 9, 2003.

July 18, 2003.

"Paul M. Moore"     "H.Lorne Morphy"