407 International Inc. - ss. 4(b) of Reg. 289 of the OCBA

Headnote

Consent given to an OBCA corporation to continueunder the laws of Canada.

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.

Canada Business Corporations Act (Canada), R.S.C.1985, c. C-44, as am.

Regulations Cited

Regulation made under the Business CorporationAct, Ont. Reg. 289/00, ss. 4(b).

IN THE MATTER OF

ONT. REG. 289/00 (THE "REGULATION")MADE UNDER

THE BUSINESS CORPORATIONSACT (ONTARIO) R.S.O. 1990

c. B.16 (THE "OBCA")

AND

IN THE MATTER OF

407 INTERNATIONAL INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of 407 InternationalInc. ("407") to the Ontario Securities Commission(the "Commission") requesting a consent fromthe Commission for 407 to continue in another jurisdiction pursuantto subsection 4(b) of the Regulation;

AND UPON considering the applicationand the recommendation of the staff of the Commission;

AND UPON 407 having represented to theCommission that:

1. 407 is proposing to submit an applicationto the Director under the Business Corporations Act(Ontario) (the "OBCA") pursuant to section181 of the OBCA (the "Application for Continuance")for authorization to continue as a corporation under the CanadaBusiness Corporations Act (the "CBCA").

2. Pursuant to subsection 4(b) of the Regulation,if a corporation is an offering corporation, the Applicationfor Continuance must be accompanied by a consent from theCommission.

3. 407 was incorporated under the provisionsof the OBCA on March 17, 1999. The head office of 407 is locatedat 6300 Steeles Avenue West, Woodbridge, Ontario.

4. The authorized share capital of 407 isowned by two security holders and is comprised of an unlimitednumber of common shares, of which 650,000,003 are issued andoutstanding as of the date hereof.

5. 407 has issued by way of prospectus offering6.40% Subordinated Bonds (Series 01-C1), 4.50% SubordinatedBonds (Series 01-C2), 5.29% Senior Bonds (Series 00-A2), 6.90%Senior Bonds (Series 00-A3) exchangeable for 6.90% SeniorBonds (Series 00-A4), 7.00% Junior Bonds (Series 00-B1) maturingJuly 26, 2010, extendible to July 26, 2040 at an increasedrate of 7.125%, 9.00% Subordinated Bonds (Series 00-C1), 6.05%Senior Bonds (Series 99-A1), 6.47% Senior Bonds (Series 99-A2),6.75% Senior Bonds (Series 99-A3) and 6.55% Senior Bonds (Series99-A8) (collectively, the "Bonds").

6. In connection with the issuance of theBonds, 407 is an offering corporation under the OBCA and isa reporting issuer under the Securities Act, R.S.O.1990, c. S. 5, as amended (the "Act"). 407is also a reporting issuer under the securities legislationof each of the Provinces of British Columbia, Alberta, Saskatchewan,Manitoba, Québec, New Brunswick, Nova Scotia, PrinceEdward Island and Newfoundland. 407 intends to remain a reportingissuer in Ontario and in the other jurisdictions where itis currently a reporting issuer.

7. 407 is not in default under any provisionof the Act or the regulations of the Act, nor under the securitieslegislation of any other jurisdiction where it is a reportingissuer.

8. 407 is not a party to any proceeding nor,to the best of its knowledge, information and belief, anypending proceeding under the Act.

9. The Application for Continuance of 407has been approved by the shareholders of 407, by a resolutionin writing signed by all shareholders dated September 25,2003 (the "Resolution").

10. Pursuant to section 185 of the OBCA, allshareholders entitled to vote on the Resolution were entitledto dissent rights with respect to the Application for Continuance.

11. The Application for Continuance is proposedto be made as it is in the best interests of 407 that it conductits affairs in accordance with the CBCA.

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

THE COMMISSION HEREBY CONSENTS to thecontinuance of 407 as a corporation under the CBCA.

October 3, 2003.