Nordion Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Section 104(2)(c) -- Issuer bid -- relief from issuer bid requirements in sections 93 to 99.1 of the Act -- issuer conducting a normal course issuer bid through the facilities of the TSX and NYSE -- relief granted, provided that purchases are subject to a maximum aggregate limit mirroring the TSX NCIB rules

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 93 to 99.1, 101.2, 104(2)(c).

March 11, 2011

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(the Jurisdiction)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

NORDION INC.

(the Filer)

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the requirements contained in the Legislation relating to issuer bids (the Issuer Bid Requirements) shall not apply to purchases of the Filer's common Shares (the Shares) made by the Filer through the facilities of the New York Stock Exchange (the NYSE) (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia the Northwest Territories, Nunavut, Prince Edward Island, Quebec, Saskatchewan and the Yukon.

Interpretation

Terms defined in National Instrument 14-101 Definitions have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

(a) The Filer is a corporation organized under the Canada Business Corporations Act.

(b) The Filer's head office is located in Ottawa, Ontario.

(c) The Filer is a reporting issuer in all of the provinces and territories of Canada that incorporate such a concept in their legislation and the Filer is not in default of any requirements of any applicable securities legislation in any of the provinces and territories of Canada in which it is a reporting issuer.

(d) The Filer is a registrant with the Securities and Exchange Commission in the United States and is subject to the requirements of the United States Securities Exchange Act of 1934.

(e) As at February 28, 2011, the Filer had approximately 65,020,907 Shares issued and outstanding.

(f) The Shares are listed and posted for trading on the Toronto Stock Exchange (the TSX) and the New York Stock Exchange (the NYSE).

(g) On January 20, 2011, the Filer announced that the TSX had authorized it to make normal course issuer bid purchases of its Shares through the facilities of the TSX (the Bid).

(h) As at February 28, 2011, the Filer had purchased 547,508 Shares on the TSX and 1,835,256 Shares on the NYSE pursuant to the Bid.

(i) The by-laws, regulations and policies of the TSX relating to normal course issuer bids (the TSX NCIB Rules) allow normal course issuer bid purchases of up to 10% of the public float (as defined in the TSX NCIB Rules) of the class of securities subject to such a bid to be made through the facilities of the TSX over the course of any 12-month period.

(j) Issuer bid purchases made through the facilities of the TSX in accordance with the TSX NCIB Rules are exempt from the Issuer Bid Requirements pursuant to the "designated exchange exemption" contained in the Legislation (the Designated Exchange Exemption), while purchases through the facilities of the NYSE are not exempt pursuant to such exemption because the principal regulator recognizes the TSX as a "designated exchange" for the purpose of the Designated Exchange Exemption, but not the NYSE.

(k) Issuer Bid purchases made through the facilities of the NYSE are exempt from the Issuer Bid Requirements pursuant to the "other published markets exemption" contained in the Legislation (the Other Published Markets Exemption), which limits the aggregate number of securities which may be purchased during a 12-month period to 5% of the securities of that class issued and outstanding at the commencement of that period.

(l) Purchases of Shares by the Filer of up to 10% of the public float through the facilities of the NYSE would be permitted under the rules of the NYSE and under U.S. federal securities law.

(m) No other exemptions exist under the Legislation that would otherwise permit the Filer to make purchases through the NYSE on an exempt basis where the purchases exceed the 5% limitation in the Other Published Markets Exemption.

(n) The Filer may from time to time, in the future, apply to the TSX for authorization to conduct further normal course issuer bids involving purchases of Shares through the facilities of both the TSX and the NYSE pursuant to the TSX NCIB Rules. Such applications may relate to normal course issuer bids which exceed the 5% limitation in the Other Published Markets Exemption.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted, provided that

(i) purchases of Shares made by the Filer through the facilities of the NYSE are part of a normal course issuer bid that complies with the TSX NCIB Rules, and

(ii) the Filer does not acquire Shares in reliance on the Other Published Markets Exemption if the aggregate number of Shares purchased by the Filer and any person or company acting jointly or in concert with the Filer, in reliance on this decision, the Designated Exchange Exemption and the Other Published Markets Exemption within any period of 12 months, exceeds 5 percent of the outstanding Shares on the first day of such 12-month period.