Trizec Hahn Corporation - cl. 4(b) of O. Reg 289/00

Headnote

Consent given to OBCA corporation to continue under the NBBCA.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., ss. 181, 185 Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

O. Regulation 289/00, as am., s. 4(b).

R.R.O. 1990, Reg. 1015, as am.

IN THE MATTER OF

THE REGULATION MADE UNDER THE BUSINESS CORPORATIONS ACT,

R.S.O. 1990, C. B.16, AS AMENDED (the "OBCA")

R.R.O. 1990, REGULATION 289/00 (the "Regulation")

AND

IN THE MATTER OF

TRIZEC HAHN CORPORATION

CONSENT

(Clause 4(b) of the Regulation)

UPON the application (the "Application") of Trizec Hahn Corporation (the "Company") to the Ontario Securities Commission (the "Commission") requesting a consent from the Commission to continue into another jurisdiction pursuant to clause 4(b) of the Regulation;

AND UPON considering the Application and the recommendation of the staff of the Commission;

AND UPON the Company having represented to the Commission that:

1. The Company is proposing to submit an application to the Director under the OBCA for authorization to continue into the Province of New Brunswick pursuant to section 181 of the OBCA (the "Application for Continuance").

2. Pursuant to clause 4(b) of the Regulation, where a corporation is an offering corporation under the OBCA, the Application for Continuance must be accompanied by a consent from the Commission.

3. The Company is an offering corporation under the OBCA and is a reporting issuer under the Securities Act (Ontario) (the "Act").

4. The Company is not in default of any of the provisions of the Act or the regulation made under the Act.

5. The Company is not a party to any proceeding or to the best of its knowledge, information and belief, pending proceeding under the Act.

6. The Company presently intends to remain a reporting issuer in the Province of Ontario.

7. The continuance under the laws of the Province of New Brunswick was voted on and duly approved by a special resolution of the shareholders of the Company on December 10, 2003.

8. The continuance under the laws of the Province of New Brunswick has been proposed so that the Company may conduct its affairs in accordance with the Business Corporations Act (New Brunswick) (the "NBBCA"). In particular, the Company is seeking to continue under the laws of the Province of New Brunswick in order to amalgamate with the two of its wholly-owned subsidiaries. TrizecHahn Holdings Ltd. and TrizecHahn Office Properties Ltd. (the "Subsidiaries"), both of which are corporations existing under the laws of the Province of New Brunswick.

9. It has been determined by the Company that it would be more efficient for it to continue under the laws of the Province of New Brunswick than for both of the Subsidiaries to continue under the laws of the Province of Ontario.

10. The amalgamation of the Company and the Subsidiaries is part of a larger corporate reorganization which involves the amalgamation of several affiliates of the Company for the purposes of simplifying the corporate structure of the ultimate parent company Trizec Canada Inc.

11. The material rights, duties and obligations of a corporation incorporated under the NBBCA are substantially similar to those under the OBCA.

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

THE COMMISSION HEREBY CONSENTS to the continuance of Trizec Hahn Corporation as a corporation under the laws of the Province of New Brunswick.

December 23, 2003.