Decoma International Inc. et al

Headnote

Mutual Reliance Review System for Exemptive Relief Applications - Issuer is a connected issuer, but not a relatedissuer, in respect of registrants that are underwriters in proposed distribution of units by the issuer - Underwriters exemptfrom the independent underwriter requirement in the legislation provided that issuer not in financial difficulty.

Applicable Ontario Regulations

Regulation made under the Securities Act, R.R.O. 1990, Reg. 1015, as am., ss. 219(1), 224(1)(b) and 233.

Applicable Ontario Rules

Proposed Multi-Jurisdictional Instrument 33-105 Underwriting Conflicts (published for comment February 6, 1998).

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA, BRITISH COLUMBIA, NEWFOUNDLAND,

ONTARIO AND QUEBEC

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
RBC DOMINION SECURITIES INC. SALOMON SMITH
BARNEY INC., CIBC WORLD MARKETS INC., TD SECURITIES
INC., BMO NESBITT BURNS INC. AND SCOTIA CAPITAL INC.

AND

DECOMA INTERNATIONAL INC.

MRRS DECISION DOCUMENT

WHEREAS the securities regulatory authority or regulator (the "Decision Maker") in each of the provinces ofAlberta, British Columbia, Newfoundland, Ontario and Quebec (the "Jurisdictions") has received an application from RBCDominion Securities Inc. ("RBC"), Salomon Smith Barney Canada Inc. ("Salomon"), CIBC World Markets Inc.("CIBCWM"), TD Securities Inc. ("TDS"), BMO Nesbitt Burns Inc. ("BMONB") and Scotia Capital Inc. ("Scotia")(collectively, the "Filers") for a decision, pursuant to the securities legislation of each of the Jurisdictions (collectively,the "Legislation"), that the requirement (the "Independent Underwriter Requirement") contained in the Legislation whichrestricts a registrant from acting as an underwriter in connection with a distribution of securities of an issuer made bymeans of prospectus, where the issuer is a connected issuer (or the equivalent) of the registrant unless a portion of thedistribution at least equal to that portion underwritten by non-independent underwriters is underwritten by an independentunderwriter, shall not apply to the Filers in respect of a proposed distribution (the "Offering") of Class A SubordinateVoting Shares (the "Offered Securities") of Decoma International Inc. (the "Issuer"), pursuant to a prospectus (the"Prospectus");

AND WHEREAS pursuant to the Mutual Reliance Review System for Exemptive Relief Applications (the"System"), the Ontario Securities Commission (the "OSC") is the principal regulator for this application;

AND WHEREAS the Filers have represented to the Decision Makers that:

1. The name of the Issuer is Decoma International Inc.

2. The Issuer is a reporting issuer under the Legislation of each Jurisdiction and is not is default of anyrequirements of the Legislation.

3. The business of the Issuer is the manufacture and supply of exterior appearance systems for the NorthAmerican and European automotive industries.

4. The Company was incorporated under the Business Corporations Act (Ontario) on July 30, 1997 and its headand registered office is located at 50 Casmir Court, Concord, Ontario L4K 4J5.

5. The Class A Subordinate Voting Shares of the Issuer are listed on the Toronto Stock Exchange and theNasdaq.

6. The head office of the lead underwriter (i.e., RBC) for the Offering is in Toronto, Ontario.

7. The authorized capital of the Company is currently comprised of an unlimited number of Shares, an unlimitednumber of Class B Shares, an unlimited number of Preferred Shares which are issuable in series. As atDecember 31, 2000, 19,551,649 Shares, 31,909,091 Class B Shares and 3,500,000 Preferred Shares wereissued and outstanding.

8. The Issuer filed an amended preliminary prospectus (the "Preliminary Prospectus") dated May 10, 2001 in theJurisdictions. On May 11, 2001, a preliminary mutual reliance review system decision document was issuedby the OSC, as principal regulator under National Policy 43-201, evidencing the issuance of receipts for thePreliminary Prospectus by the Decision Maker in each of the provinces of Canada (other than Quebec). Areceipt dated May 11, 2001 was issued in respect of the Preliminary Prospectus by the Quebec SecuritiesCommission.

9. The Filers along with Griffiths McBurney & Partners ("GMP") (collectively,the "Underwriting Syndicate") are proposing to act as underwritersin connection with the Offering. The Offered Securities offeredpursuant to the Offering are expected to be allocated to theUnderwriting Syndicate in the following proportions:

10. RBC is a direct wholly-owned subsidiary of a Canadian charteredbank ("RBC Bank") which provides credit facilities to the Issuerin an aggregate amounts of Cdn.$215 million and £2 million.Consequently, the Issuer may, in connection with the Offering,be considered a connected issuer (or equivalent) in respectof RBC under the Legislation. As at March 31, 2001, the Issuerand its subsidiaries had approximately Cdn.$113 million of debtoutstanding under such credit facilities.

11. Salomon is a direct wholly-owned subsidiary of a Canadian chartered bank ("Salomon Bank") which providescredit facilities to the Issuer in an aggregate amount of Euro$40 million and Cdn.$15 million. Consequently,the Issuer may, in connection with the Offering, be considered a connected issuer (or equivalent) in respectof Salomon under the Legislation. As at March 31, 2001, the Issuer and its subsidiaries had approximatelyCdn.$10 million of debt outstanding under such credit facilities.

12. RBC and Salomon and their banking affiliates have been arranging for the syndication of a credit facility in theamount of up to Cdn.$300 million and have invited other banks affiliated with the Filers to join the lendingsyndicate (the "Lending Syndicate") which will provide credit facilities to the Issuer. Based on this, the Issuermay, in connection with the Offering, be considered a connected issuer (or equivalent) of each of the Filers.

13. The nature and details of the relationship between the Issuer, RBC and RBC Bank and between the Issuer,Salomon and Salomon Bank are described in the Preliminary Prospectus and will be described in theProspectus. As the composition of the credit facility described in paragraph 12 has not been completed andis not expected to be completed prior to the filing of the Prospectus, the Prospectus will disclose the nature ofthe proposed credit facility described in paragraph 12 and the nature and details of any potential relationshipbetween the Issuer and the Filers and other affiliated banks which may arise as a result of that credit facility.

14. None of RBC Bank, Salomon Bank or the Lending Syndicate participated in, nor will they participate in, thedecision to make the Offering or in the determination of its terms.

15. The Filers will not benefit in any manner from the Offering other than the payment of their underwriting fees inconnection with the Offering.

16. The Issuer is not a related issuer (or equivalent) of the Filers or any of the other members of the UnderwritingSyndicate.

17. The Prospectus will contain the information specified in Appendix "C" of draft Multi-Jurisdictional Instrument33-105 Underwriting Conflicts (the "Proposed Instrument").

18. The Issuer is not a "specified party" as defined in the Proposed Instrument.

AND WHEREAS pursuant to the System this MRRS Decision Document evidences the decision of eachDecision Maker (the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decision has been met;

THE DECISION of the Decision Makers, under the Legislation, is that the Independent UnderwriterRequirement shall not apply to the Filers in connection with the Offering provided the Issuer is not a related Issuer, asdefined in the Proposed Instrument, to the Filers at the time of the Offering and is not a specified party, as defined inthe Proposed Instrument, at the time of the Offering.

May 31, 2001.

"Howard Wetston"       "Paul Moore"