Global Election Systems Inc. - MRRS Decision

Headnote

ApplicableOntario Provisions

ApplicableInstruments

NationalInstrument 14-101 Definitions

INTHE MATTER OF

THESECURITIES LEGISLATION OF BRITISH COLUMBIA,

ALBERTA,SASKATCHEWAN, ONTARIO, NOVA SCOTIA

ANDNEWFOUNDLAND

AND

INTHE MATTER OF

THEMUTUAL RELIANCE REVIEW SYSTEM

FOREXEMPTIVE RELIEF APPLICATIONS

AND

INTHE MATTER OF

DIEBOLD,INCORPORATED

AND

INTHE MATTER OF

GLOBALELECTION SYSTEMS INC.

MRRSDECISION DOCUMENT

WHEREAS the local securities regulatory authorityor regulator (the "Decision Maker") in each of British Columbia,Alberta, Saskatchewan, Ontario, Nova Scotia and Newfoundland(the "Jurisdictions") has received an application from Diebold,Incorporated ("Diebold") for a decision:

(a) under the securities legislation of the Jurisdictions (the"Legislation") that the prospectus requirement, as defined inNational Instrument 14-101 Definitions (the "Prospectus Requirement")shall not apply to certain trades in securities of Diebold acquiredin connection with an arrangement (the "Arrangement") amongDiebold, Diebold Acquisition Ltd. ("Subco") and Global ElectionSystems Inc. ("Global"), and

(b) under the Legislation of British Columbia that Diebold bedeemed to have ceased to be a reporting issuer in British Columbiaimmediately following the Arrangement;

AND WHEREAS under the Mutual Reliance ReviewSystem for Exemptive Relief Applications (the "System"), theBritish Columbia Securities Commission is the principal regulatorfor this application;

AND WHEREAS Diebold has represented to theDecision Makers that:

1.Diebold was incorporated under the laws of the state of Ohioin August 1876; its corporate headquarters are located in Canton,Ohio and its management is also located in the United States;

2.Diebold is a global provider of integrated self-service deliverysystems and services; it develops, implements and services advancedself-service and security delivery systems, traditionally forfinancial institutions and increasingly for retail and otherapplications; Diebold is a multinational corporation with representationin more than 80 countries and revenues for the financial yearended December 31, 2000 of approximately US$1.7 billion;

3.Diebold's authorized capital consists of 125,000,000 sharesof Common stock, US$1.25 par value per share (the "Diebold Shares")and 1,000,000 shares of Preferred stock, without par value;as of August 9, 2001 there were 72,095,743 Diebold Shares andno shares of Preferred stock issued and outstanding;

4.as of August 30, 2001 there were approximately 27 registeredholders of Diebold Shares in Canada holding an aggregate of140,811 Diebold Shares, representing approximately 0.2% of thetotal number of issued and outstanding Diebold Shares;

5.as of August 9, 2001, there were 7,348,547 Diebold Shares reservedfor issuance pursuant to outstanding incentive and stock options,none of which, to the knowledge of Diebold, are held by residentsof Canada;

6.the Diebold Shares are listed on the New York Stock Exchange(the "NYSE") under the symbol "DBD";

7.Diebold is subject to the United States Securities ExchangeAct of 1934, as amended (the "1934 Act"); to the best of itsknowledge, Diebold is not in default of any requirements ofthe 1934 Act;

8.Diebold is not a reporting issuer or the equivalent under thesecurities legislation of any jurisdiction of Canada, but, becauseof the Arrangement, Diebold will become a reporting issuer underthe Legislation of British Columbia as of the date of the Arrangement;

9.Subco was incorporated under the BCCA on August 29, 2001;

10.the authorized capital of Subco consists of 1,000,000 Commonshares, of which 100 Common shares are currently issued andoutstanding and held by Diebold;

11.Subco is a holding company and will not conduct any business;upon completion of the Arrangement, Subco or Diebold will holdall of the issued and outstanding common shares of Global;

12.Global was formed in November 1991 under the BCCA by way ofamalgamation; Global's United States corporate headquartersare in McKinney, Texas and its Canadian office is in Vancouver,British Columbia;

13.Global, through its wholly-owned United States subsidiary GlobalElection Systems, Inc., a Delaware corporation, manufacturesand distributes computerized electronic election managementsystems; over 850 jurisdictions in North America use its AccuVoteoptical scan voting system or its AccuVote-TS touch screen votingsystem; its revenues for the financial year ended June 30, 2001were approximately US$12,163,886;

14.the authorized capital of Global consists of 100,000,000 commonshares without par value (the "Global Shares") and 20,000,000convertible preferred shares without par value; as of September4, 2001, approximately 20,695,340 Global Shares and no preferredshares were issued and outstanding;

15.as of September 4, 2001, 1,355,000 Global Shares were reservedfor issuance under outstanding stock options ("Global Options")and 950,000 Global Shares were reserved for issuance under outstandingwarrants ("Global Warrants"); of these, residents of Canadaheld Global Options and Global Warrants entitling them to purchase,in the aggregate, 985,000 Global Shares;

16.the Global Shares are listed on The Toronto Stock Exchange (the"TSE") and the American Stock Exchange ("AMEX") under the symbolsGSM and GLE, respectively;

17.Global is a reporting issuer under the Legislation of BritishColumbia and Ontario; it is also subject to the reporting requirementsof the 1934 Act;

18.an extraordinary general meeting (the "Meeting") of the GlobalShareholders was held on October 26, 2001, at which the GlobalShareholders approved the Arrangement;

19.in connection with the Meeting, Global sent the Global Shareholdersa management information circular containing prospectus leveldisclosure (except with respect to the requirement to reconcilecertain financial information to Canadian generally acceptedaccounting principles, for which regulatory relief was granted)of the Arrangement and the business and affairs of each of Dieboldand Global;

20.the Arrangement has been approved by the Supreme Court of BritishColumbia;

21.under the Arrangement, the following will be deemed to occurat the effective time of the Arrangement (the "Effective Time"):

(a) the issued and outstanding Global Shares, other than thoseheld directly or indirectly by Diebold or Global and those heldby dissenting shareholders, will be transferred to Subco orDiebold in exchange for cash and Diebold Shares, calculatedbased on the applicable exchange ratio, and holders of suchGlobal Shares will cease to have any rights as Global Shareholdersother than the right to be paid the exchange consideration;and

(b) the Global Shares held by dissenting shareholders who havevalidly exercised their dissent rights will be transferred toGlobal and cancelled and such dissenting shareholders will ceaseto have any rights as Global Shareholders other than the rightto be paid the fair value of their Global Shares;

22.holders of Global Options are expected to be dealt with in accordancewith agreements entered into prior to the completion of theArrangement that either terminate the Global Options or entitlethe holders to receive the same consideration paid to the GlobalShareholders on exercise of the Global Options following theArrangement;

23.any holders of Global Warrants following the Arrangement areexpected to be entitled to receive the same consideration paidto the Global Shareholders on the exercise of the Global Warrants;

24.Diebold is making an application to the NYSE to have the DieboldShares issued under the Arrangement listed for trading on theNYSE;

25.following the Effective Time, Diebold intends to have Globaldelisted from the TSE and AMEX, and intends to file an applicationwith the applicable Canadian securities regulatory authoritiesto have Global cease to be a reporting issuer;

26.following the Arrangement, it is expected that holders of DieboldShares resident in Canada will hold less than 1% of the issuedand outstanding Diebold Shares; in addition, the number of holdersof Diebold Shares resident in Canada will represent less than10% of the total number of holders of Diebold Shares;

27.following the Arrangement, holders of Diebold Shares residentin Canada will be provided with the same continuous disclosurematerials as are provided to holders of Diebold Shares residentin the United States; and

28.there is no market for the Diebold Shares in Canada and noneis expected to develop; Diebold does not presently intend toaccess the public markets in Canada for financing;

AND WHEREAS under the System, this MRRS Decision Documentevidences the decision of each Decision Maker (collectively,the "Decision");

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

THE DECISION of the Decision Makers under theLegislation is that the first trades of Diebold Shares acquiredby Global Shareholders, the holders of Global Options and theholders of Global Warrants in connection with the Arrangementshall not be subject to the Prospectus Requirement of the Legislation,provided such first trades are made through an exchange or marketoutside of Canada or to a person or company outside of Canada;

THE FURTHER DECISION of the Decision Makerin British Columbia is that Diebold be deemed to have ceasedto be a reporting issuer under the Legislation of British Columbia,immediately following the Effective Time. November 30, 2001. "Brenda Leong"