Trizec Hahn Holdings Ltd. - MRRS Decision

Headnote

Mutual Reliance Review Systemfor Exemptive Relief Application - Issuer holds all of its securities- issuer deemed to have ceased being a reporting issuer.

Applicable Ontario StatutoryProvisions

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

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, SASKATCHEWAN, ONTARIO,QUÉBEC

AND NEWFOUNDLAND AND LABRADOR

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

TRIZECHAHN HOLDINGS LTD.

MRRS DECISION DOCUMENT

WHEREAS the local securitiesregulatory authority or regulator (the "Decision Maker")in each of Alberta, Saskatchewan, Ontario, Québec andNewfoundland and Labrador (collectively, the "Jurisdictions")has received an application from TrizecHahn Holdings Ltd. (the"Corporation") for a decision pursuant to the securitieslegislation of the Jurisdictions (the "Legislation")that the Corporation cease to be a reporting issuer or equivalentthereof under the Legislation;

AND WHEREAS pursuantto the Mutual Reliance Review System for Exemptive Relief Applications(the "System), the Ontario Securities Commission is theprincipal regulator for this application;

AND WHEREAS the Corporationhas represented to the Decision Makers as follows:

1. The Corporation was incorporatedunder the laws of Canada on October 5, 1960. On September27, 1999, the Corporation was continued under the BusinessCorporations Act of New Brunswick;

2. The Corporation, formerlyTrizec Corporation Ltd., became a wholly-owned subsidiaryof Trizec Hahn Corporation ("TrizecHahn") on November1, 1996 pursuant to a merger and arrangement agreement betweenTrizec Corporation Ltd. and TrizecHahn. The name of the Corporationwas changed from Trizec Corporation Ltd. to TrizecHahn HoldingsLtd. on December 31, 1996;

3. The head office of theCorporation is located at BCE Place, 181 Bay Street, Suite3900, Toronto, Ontario M5J 2T3;

4. The Corporation is a reportingissuer under the Legislation in good standing in each of theJurisdictions;

5. The authorized capitalof the Corporation consists of an unlimited number of PreferredShares, an unlimited number of Class A ordinary shares, anunlimited number of Class B ordinary shares and an unlimitednumber of Class I Non-Voting Shares and, as of June 19, 2002,there were 272,291,650 Class A ordinary shares, no PreferredShares, no Class B ordinary shares and 24,917,100 Class INon-Voting Shares issued and outstanding;

6. No securities of the Corporationare listed or posted for trading on any stock exchange;

7. The Corporation has nocurrent intention to seek public financing by way of an offeringof its securities;

8. The Corporation is a directwholly-owned subsidiary of TrizecHahn and an indirect wholly-ownedsubsidiary of Trizec Canada Inc., each of which is a reportingissuer in all of the Jurisdictions;

9. The Corporation was theguarantor of 10.875% senior notes due October 15, 2005 ofTrizec Finance Ltd. All of the Notes were redeemed on June7, 2002; and

10. There are no debt or equitysecurities of, or guaranteed by, the Corporation held by anyperson other than TrizecHahn.

AND WHEREAS pursuantto the System this MRRS Decision Document evidences the decisionof each Decision Maker;

AND WHEREAS each of theDecision Makers is satisfied that the test contained in theLegislation that provides the Decision Maker with the jurisdictionto make the Decision has been met;

THE DECISION OF THE DECISIONMAKERS UNDER THE LEGISLATION IS that the Corporation isdeemed to have ceased to be a reporting issuer or the equivalentthereof under the Legislation as of the date of this decision.

July 3, 2002.

"Margo Paul"