Granite Real Estate Inc. -- s. 4(b)

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (Quebec).

Statutes Cited

Business Corporations Act, R.S.O. 1990, c.B.16, as am., s. 181

Securities Act, R.S.O. 1990, c.S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF

R.R.O 1990, REGULATION 289/00,

AS AMENDED

(the "REGULATION")

MADE UNDER THE BUSINESS CORPORATIONS ACT

(ONTARIO),

R.S.O. 1990, c.B.16, AS AMENDED (the "OBCA")

AND

IN THE MATTER OF

GRANITE REAL ESTATE INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application (the "Application") of Granite Real Estate Inc. (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent from the Commission for the Applicant to continue in another jurisdiction (the "Continuance"), as required by subsection 4(b) of the Regulation;

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was formed under the name of MI Developments Inc. following the amalgamation of 1305291 Ontario Inc., 1305272 Ontario Inc., 1276073 Ontario Inc. and MI Developments Inc. on August 29, 2003 pursuant to the OBCA.

2. The Applicant is currently a corporation incorporated under the OBCA. The registered office of the Applicant is located at 455 Magna Drive, Aurora, Ontario, L4G 7A9 and the head office of the Applicant is located at 77 King Street West, Suite 4010, P.O. Box 159, Toronto, Ontario, M5K 1H1. On June 13, 2012, the Applicant changed its name from MI Developments Inc. to Granite Real Estate Inc. following shareholder approval of the name change.

3. The Applicant is a reporting issuer or the equivalent under the securities legislation of each of the provinces and territories of Canada.

4. The common shares of the Applicant are listed on the Toronto Stock Exchange under the symbol "GRT" and on the New York Stock Exchange under the symbol "GRP".

5. The Applicant is a Canadian-based real estate company engaged, directly and through its subsidiaries, primarily in the acquisition, development, construction, leasing, management and ownership of a predominantly industrial rental portfolio of properties in North America and Europe.

6. As at August 13, 2012, there were approximately 46,818,376 common shares of the Applicant outstanding.

7. The Applicant proposes to make an application to the Director under the OBCA pursuant to section 181 of the OBCA (the "Application for Continuance") for authorization to continue as a corporation under the Business Corporations Act (Québec) (the "QBCA").

8. The proposed Continuance and form of Articles of Continuance were presented to the shareholders of the Applicant for their approval at an annual general and special meeting of shareholders on June 13, 2012 (the "Meeting"), by the way of a special resolution ("Continuance Resolution"), the text of which is set out in the Applicant's Management Information Circular dated May 9, 2012 ("Information Circular"). The Continuance Resolution was approved by the shareholders at the meeting; proxies received by the Applicant representing 35,535,363 common shares, or 99.95% of the common shares so voted, were voted in favor of the Continuance Resolution. None of the shareholders of the Applicant exercised dissent rights pursuant to section 185 of the OBCA.

9. The Continuance is proposed to be made in connection with the Applicant's intention to convert to a real estate investment trust, as further described in the Information Circular.

10. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation under the OBCA, the Application for Continuance must be accompanied by a consent from the Commission.

11. The Applicant is an offering corporation under the OBCA and is a reporting issuer within the meaning of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act"). The Applicant intends to remain a reporting issuer under the Act and in each jurisdiction in Canada where the Applicant is currently a reporting issuer following the proposed Continuance.

12. The Applicant is not in default under any of the provisions of the OBCA, the Act, the regulations or rules made under the Act, or any securities legislation of any jurisdiction in Canada where the Applicant is a reporting issuer.

13. The Applicant is not a party to any proceeding or, to the best of its knowledge, information and belief, pending proceeding under the Act or the OBCA.

14. The Applicant is not in default of any rules, regulations or policies of the Toronto Stock Exchange or the New York Stock Exchange.

15. The Information Circular provided to all shareholders of the Applicant in connection with the Meeting included full disclosure of the reasons for, and the implications of, the proposed Continuance, a summary of the material differences between the OBCA and the QBCA and a description of the shareholders' dissent rights in connection with the proposed Continuance pursuant to section 185 of the OBCA.

16. The material rights, duties and obligations of a corporation governed by the laws of the province of Québec and the Articles of Continuance are substantially similar to those governing a corporation under the OBCA.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of the Applicant as a corporation under the QBCA.

DATED at Toronto, Ontario this 17th day of August, 2012.