Securities Law & Instruments

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED ("Act") AND IN THE MATTER OF THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED AND CDS CLEARING AND DEPOSITORY SERVICES INC. AND IN THE MATTER OF NATIONAL BANK FINANCIAL & CO. INC. AND NATIONAL BANK GROUP INC.

ORDER (Section 144 of the Act)

WHEREAS the Ontario Securities Commission (Commission) issued an order dated July 4, 2012, as varied and restated on December 21, 2012 and as varied on December 7, 2012, May 1, 2013 and June 25, 2013 pursuant to section 21.2 of the Act continuing the recognition of The Canadian Depository for Securities Limited (CDS Ltd.) and CDS Clearing and Depository Services Inc. (CDS Clearing) as clearing agencies (the Clearing Agency Recognition Order);

AND WHEREAS TMX Group Limited (formerly, Maple Group Acquisition Corporation or Maple) owns all of the issued and outstanding voting securities of CDS Ltd. and, indirectly, CDS Clearing;

AND WHEREAS on the effective date of the Clearing Agency Recognition Order, National Bank Financial & Co. Inc. (NBF & Co.) was a beneficial owner of issued and outstanding voting securities of TMX Group Limited;

AND WHEREAS NBF & Co. is included in the definition of "original Maple shareholder" in Part I of Schedule "B" to the Clearing Agency Recognition Order;

AND WHEREAS NBF & Co. is to be wound-up and its holding of the issued and outstanding voting securities of TMX Group Limited are to be transferred to National Bank Group Inc. (NBG), an affiliate of NBF & Co.;

AND WHEREAS NBF & Co. has applied to the Commission (the Application) for an order amending the Clearing Agency Recognition Order to remove NBF & Co. and to include NBG in the definition of "original Maple shareholder" in the Clearing Agency Recognition Order;

AND WHEREAS based on the Application and the representations that NBG & Co. has made to the Commission, the Commission has determined that it is not prejudicial to the public interest to amend the Clearing Agency Recognition Order;

IT IS HEREBY ORDERED that:

(a) pursuant to section 144 of the Act, the definition of "original Maple shareholder" in Part I of Schedule "B" to the Clearing Agency Recognition Order is deleted and replaced with the following:

"original Maple shareholder" means each of the AIMCo, Caisse de dépôt et placement du Québec, Canada Pension Plan Investment Board, CIBC World Markets Inc., Desjardins Financial Corporation, Dundee Capital Markets Inc., Fonds de solidarité des travailleurs du Québec (F.T.Q.), The Manufacturers Life Insurance Company, National Bank Group Inc., National Bank Financial Inc., Ontario Teachers' Pension Plan Board, Scotia Capital Inc., TD Securities Inc. and 1802146 Ontario Limited;

DATED this 24th day of June, 2014.

"James E.A. Turner"
"Christopher Portner"
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Commissioner
Commissioner