Celestica Inc. - para. 80(b)(iii)

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, C.S.5, AS AMENDED (the "Act"),

ONTARIO REGULATION 1015, R.R.O. 1990, AS AMENDED (the "Regulation"),

NI 44-101 SHORT FORM PROSPECTUS DISTRIBUTIONS (the "Short Form Rule"),

NI 44-102 SHELF DISTRIBUTIONS (the "Shelf Rule"),

NI 41-101 PROSPECTUS DISCLOSURE REQUIREMENTS (the "Disclosure Rule")

and COMMISSION RULE 41-501 GENERAL PROSPECTUS REQUIREMENTS

(the "General Prospectus Rule")

AND

IN THE MATTER OF

CELESTICA INC.

ORDER AND DECISION

(Paragraph 80(b)(iii) of the Act,

Section 15.1 of the General Prospectus Rule,

Subsection 5.1(1) of the Disclosure Rule and

Subsection 59(2) of Schedule I to the Regulation)

WHEREAS Celestica Inc. (the "Applicant") filed a preliminary base shelf prospectus dated April 19, 2001 (the "Preliminary Prospectus") in accordance with the Short Form Rule and the Shelf Rule relating to the qualification of up to U.S. $2,156,773,792 of subordinate voting shares, preference shares, debt securities and warrants (the "Offering") and received a receipt therefor dated April 20, 2001;

AND WHEREAS the Applicant intends to file a (final) base shelf prospectus (the "Prospectus") in accordance with the Short Form Rule and the Shelf Rule and is desirous of receiving a receipt therefor forthwith;

AND WHEREAS the Applicant has applied for certain relief from the provisions of the Act, the Disclosure Rule and the General Prospectus Rule and for relief from the requirement to pay fees in connection with such application;

AND WHEREAS pursuant to an assignment dated April 12, 1999, as amended on September 7, 1999, February 15, 2000 and January 23, 2001, the Commission assigned certain of its powers and duties under the Act to each "Director", as that term is defined in subsection 1(1) of the Act;

AND WHEREAS on April 12, 1999 the Executive Director issued a determination and designation which designated, inter alia, each Manager in the Corporate Finance Branch of the Commission as a "Director" for the purposes of subsection 1(1) of the Act;

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

IT IS HEREBY DECIDED pursuant to section 15.1 of the General Prospectus Rule that the General Prospectus Rule, other than section 13.9 thereof, does not apply to the Preliminary Prospectus and the Prospectus;

AND IT IS FURTHER DECIDED pursuant to subsection 5.1(1) of the Disclosure Rule that the Disclosure Rule does not apply to the Preliminary Prospectus and the Prospectus;

AND IT IS HEREBY ORDERED pursuant to paragraph 80(b)(iii) of the Act that section 79 of the Act does not apply to the Applicant insofar as it requires the Applicant to send financial statements filed under section 78 of the Act to each holder of its securities concurrently with their filing, if:

(a) the Applicant files those financial statements earlier than 140 days from the end of its last financial year because it is required to do so, in connection with the Offering, by the Short Form Rule; and

(b) the financial statements are sent within the time period specified in the Act for filing;

AND IT IS HEREBY DECIDED pursuant to subsection 59(2) of Schedule I to the Regulation that the Applicant be exempt from the requirement under the Act to pay fees in connection with the making of this application.

April 27, 2001.

Margo Paul