Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Reporting issuer deemed to have ceasedto be reporting issuers - only one security holder remaining.

Applicable Ontario Statutory Provisions

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

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

QUÉBEC, NOVA SCOTIA,ONTARIO, SASKATCHEWAN,

ALBERTA AND NEWFOUNDLAND ANDLABRADOR

AND

IN THE MATTER OF

KONTRON CANADA INC.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Québec, Nova Scotia, Ontario, Saskatchewan, Albertaand Newfoundland and Labrador (the "Jurisdictions")has received an application from Kontron Canada Inc. (the "Filer")for a decision under the securities legislation of the Jurisdictions(the "Legislation") that the Filer be deemed to haveceased to be a reporting issuer;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Commission des valeurs mobilières du Québecis the principal regulator for this application;

AND WHEREAS, unless otherwise definedherein, the terms herein have the meaning set out in NationalInstrument 14-101 Definitions or in Québec CommissionNotice 14-101;

AND WHEREAS the Filer has representedto the Decisions Makers that:

1. The Filer resulted from the amalgamationunder the Canada Business Corporations Act of MemotecCommunications Inc. ("Memotec"), Teknor AppplicomInc. And Kontron Communications Inc. ("Kontron Communications")on January 1, 2002 (the "Amalgamation").

2. The Filer's head office is located in Montreal,Québec.

3. The authorized capital of the Filer consistsof an unlimited number of common shares, of which 50,000,200were issued and outstanding as of April 15, 2003

4. Pursuant to a plan of arrangement thatbecame effective on July 1st, 2001, the common shares of Memotecwere exchanged for non-voting exchangeable shares of KontronCommunications which were later acquired by Kontron HoldingsInc. ("Holding"), a wholly owned subsidiary of KontronEmbedded Computers AG, a publicly listed company in Germany(the "Plan of Arrangement"). Following the Planof Arrangement, Memotec became a subsidiary of Kontron Communications.

5. The common shares of Memotec were delistedfrom the Toronto Stock Exchange on July 4, 2001.

6. Pursuant to the Plan of Arrangement, KontronCommunications became a reporting issuer in Québec.Memotec was a reporting issuer in all the jurisdictions, exceptin Manitoba and in British Columbia.

7. Because of the Amalgamation, the Fileris deemed to be a reporting issuer in all the jurisdictions,except in Manitoba and in British Columbia.

8. Memotec omitted to disclose the Amalgamationto the jurisdictions, where required.

9. Holding is the sole beneficial securityholder, directly or indirectly, of the Filer as a result ofthe Plan of Arrangement and the Amalgamation. Holding's headoffice is located in Vancouver, British Columbia.

10. On September 27, 2002, the Filer amendedits articles of incorporation to become a private company.

11. No securities of the Filer are tradedon a marketplace as defined in National Instrument 21-101.

12. Other than the shares held by Holding,the Filer has no other securities, including debt securities,outstanding.

13. The Filer is not in default of any ofits obligations pursuant to the legislation in Québecand Ontario. However, the Filer may be in default of obligationsresulting from its deemed status as a reporting issuer inprovinces other than Québec and Ontario.

14. The Filer will not be a reporting issueror the equivalent in any jurisdiction in Canada immediatelyfollowing this decision.

15. The Filer does not intend to seek publicfinancing by way of an offering of 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.

August 21, 2003.

"Stéphanie Lachance"