Caterpillar Financial Services Limited - s. 4(b) of the Regulation

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Canada Business Corporations Act.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am.

Canada Business Corporations Act, R.S.C. 1985, c. C-144, as am.

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

Regulation Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF

ONT. REG. 289/00, AS AM., (the Regulation)

MADE UNDER

THE BUSINESS CORPORATIONS ACT,

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

AND

IN THE MATTER OF

CATERPILLAR FINANCIAL SERVICES LIMITED

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Caterpillar Financial Services Limited (the Applicant) to the Ontario Securities Commission (the Commission) requesting consent (the Request) from the Commission for the Applicant to continue in another jurisdiction (the Continuance), as required by subsection 4(b) of the Regulation;

AND UPON considering the Request and the recommendation of the Staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant was incorporated under the OBCA on December 12, 1985. The Applicant is a direct wholly-owned subsidiary of Caterpillar Financial Nova Scotia Corporation (Caterpillar Nova Scotia), which is a direct wholly-owned subsidiary of Caterpillar Financial Services Corporation (Caterpillar Financial), incorporated under the laws of the State of Delaware. The Applicant's registered and principal office is located at 700 Dorval Drive, Suite 705, Oakville, Ontario, Canada L6K 3V3.

2. The Applicant has an authorized share capital consisting of an unlimited number of special shares and an unlimited number of common shares, of which no special shares and 20,377,254 common shares were issued and outstanding as at March 8, 2006.

3. The Applicant intends to apply to the Director under the OBCA for authorization to continue under the Canada Business Corporations Act (CBCA). Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation, its Application for Continuance must be accompanied by a consent from the Commission.

4. The Applicant became a reporting issuer under the Securities Act (Ontario) (the Act) and an offering corporation under the OBCA by virtue of its filing of a base shelf prospectus dated July 17, 2001, in connection with the establishment of an offering from time to time of medium term notes. The Applicant is also a reporting issuer or its equivalent in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, Nova Scotia, New Brunswick and Newfoundland (the Jurisdictions).

5. The Applicant intends to remain a reporting issuer under the Act and in the other Jurisdictions after the Continuance.

6. The Applicant is not included in a list of defaulting reporting issuers maintained by the Commission or any of the other Jurisdictions.

7. The Applicant has not issued securities to the public other than medium term notes and has also issued commercial paper.

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

9. The Continuance is supported by the Applicant's sole shareholder Caterpillar Nova Scotia and its parent Caterpillar Financial.

10. The Continuance will be approved by the Applicant's sole shareholder prior to the Applicant applying to the Director under the OBCA for authorization to continue under the CBCA.

11. The material rights, duties and obligations of a corporation governed by the CBCA are substantially similar to those of a corporation governed by 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 the Applicant as a corporation under the CBCA.

DATED March 10, 2006.

"Susan Wolburgh Jenah"

"Robert W. Davis"