Adobe Systems Canada Inc. - MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Issuer has only one security holder -issuer deemed to have ceased being a reporting issuer.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c.S.5, as am.,s.83.

IN THE MATTER OF
THE SECURITIES LEGISLATION
OF ALBERTA, SASKATCHEWAN, ONTARIO,
QUÉBEC, NOVA SCOTIA, AND
NEWFOUNDLAND AND LABRADOR

AND

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

AND

IN THE MATTER OF
ADOBE SYSTEMS CANADA INC.
(FORMERLY ACCELIO CORPORATION)

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta, Saskatchewan, Ontario, Québec, Nova Scotia,and Newfoundland and Labrador (the "Jurisdictions")has received an application from Adobe Systems Canada Inc. (formerlyAccelio Corporation) (the "Filer") for a decisionunder the securities legislation of the Jurisdictions (the "Legislation")that the Filer be deemed to have ceased to be a reporting issuerunder the Legislation;

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

AND WHEREAS the Filer has representedto the Decision Makers that:

1. the Filer is the corporation incorporatedunder the Canada Business Corporations Act (the "CBCA")on June 10, 1982;

2. the registered head and principal officeof the Filer is located in Ottawa, Ontario;

3. the Filer is a reporting issuer, or the equivalent,in each of the Jurisdictions and is not in default of any requirementsof the Legislation;

4. pursuant to a plan of arrangement completedunder section 192 of the CBCA and effective April 12, 2002 (the"Arrangement"), Adobe Systems Incorporated ("Adode")indirectly acquired all of the issued and outstanding commonshares (the "Common Shares") of the Filer;

5. as a result of the Arrangement, Adode indirectlyholds all of the issued and outstanding securities of the Filer;

6. the Common Shares were delisted from theNasdaq National Market and the Pacific Stock Exchange at theclose of trading on April 12, 2002 and from The Toronto StockExchange Inc. at the close of trading on April 16, 2002, andno securities of the Filer are listed or quoted on any exchangeor market;

7. other than the Common Shares, the Filer hasno securities, including debt securities, outstanding;

8. the Filer does not intend to seek publicfinancing by way of an offering of its securities;

AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision");

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

THE DECISION of the Decision Makers underthe Legislation is that the Filer is deemed to have ceased tobe a reporting issuer under the Legislation.

May 8, 2002.

"John Hughes"