Hub International Limited - ss. 4(b) of O. Reg. 289/00

Headnote

Consent given to an OBCA Corporation to continue under the laws of Canada.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., 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, ss. 4(b).

IN THE MATTER OF

ONT. REG. 289/00 (THE REGULATION)

MADE UNDER THE BUSINESS CORPORATIONS ACT

R.S.O. 1990 c. B 16 (THE OBCA)

AND

IN THE MATTER OF

HUB INTERNATIONAL LIMITED

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Hub International Limited (Hub) to the Ontario Securities Commission (the Commission) requesting a consent from the Commission for Hub to continue into another jurisdiction pursuant to subsection 4(b) of the Regulation;

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

AND UPON Hub having represented to the Commission that:

1. Hub is proposing to submit an application to the Director under the Business Corporations Act (Ontario) (the OBCA) pursuant to section 181 of the OBCA (the Application for Continuance) for authorization to continue as a corporation under the Canada Business Corporations Act (the CBCA).

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

3. Hub was incorporated under the provisions of the OBCA on November 25, 1998. The registered office of Hub is located at 8 Nelson Street West, Brampton, Ontario, L6X 4J2.

4. Hub is an offering corporation under the OBCA and is a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5, as amended (the Act), and in each of the provinces of Canada. Hub's common shares are listed for trading on the Toronto Stock Exchange and on the New York Stock Exchange. Hub is also subject to the reporting requirements of the United States Securities Exchange Act of 1934. Hub intends to remain a reporting issuer in Ontario and in the other jurisdictions in which it is a reporting issuer and will remain subject to the reporting requirements of the United States Securities and Exchange Commission.

5. Hub is not in default under any provision of the Act or the regulations of the Act, nor under the securities legislation of any other jurisdiction where it is a reporting issuer.

6. Hub is not a party to any proceeding nor, to the best of its knowledge, information and belief, any pending proceeding under the Act.

7. The Application for Continuance of Hub under the CBCA is subject to approval by the shareholders of Hub by special resolution to be obtained at an Annual and Special Meeting of Shareholders (the Meeting) to be held on May 11, 2004.

8. Hub will not submit the Application for Continuance to the Director under the OBCA unless shareholder approval is obtained at the Meeting.

9. The management information circular dated March 30, 2004 provided to all shareholders in connection with the Meeting advised the holders of common shares of Hub of their dissent rights pursuant to s.185 of the OBCA.

10. The continuance of Hub under the CBCA is proposed to provide Hub with greater flexibility in the selection of independent directors as it continues to expand its U.S. operations.

11. The material rights, duties and obligations of a corporation incorporated under the CBCA are substantially similar to those under the OBCA, except that the CBCA only requires that 25% of a corporation's directors be resident Canadians, compared to a majority required by the OBCA.

THE COMMISSION HEREBY CONSENTS to the continuance of Hub as a corporation under the Canada Business Corporations Act.

April 30, 2004.