Mutual Reliance Review System for Exemptive Relief Applications – Issuer is a “connected issuer,” but not a “related issuer,” of the registrants that are to act as underwriters in a proposed distribution of common shares of the Issuer – Issuer is not a “specified party” as defined in proposed Multi-Jurisdictional Instrument 33-105 Underwriting Conflicts – Registrant underwriters exempted from independent underwriter requirement provided that, at the time of the distribution, the Issuer is not a “specified party” as defined in the proposed Instrument, and, in the case of each registrant, is not a “related issuer.”

Applicable British Columbia Provisions
Securities Act, R.S.B.C. 1996, c.418, s.48
Securities Rules, B.C. Reg. 194/97, s.78(2)(b)

IN THE MATTER OF THE SECURITIES LEGISLATION OF THE PROVINCES OF BRITISH COLUMBIA, ONTARIO, QUÉBEC AND NEWFOUNDLAND
AND

IN THE MATTER OF THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF SNC-LAVALIN GROUP INC., BMO NESBITT BURNS LTD., RBC DOMINION SECURITIES INC., SCOTIA CAPITAL INC. AND NATIONAL BANK FINANCIAL INC

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of the provinces of British Columbia, Ontario, Québec and Newfoundland (the "Jurisdictions") has received an application from BMO Nesbitt Burns Ltd., RBC Dominion Securities Inc., Scotia Capital Inc. and National Bank Financial Inc. (collectively the "Applicants") for a decision under the securities legislation of the Jurisdictions (the "Legislation") that the requirement (the "Independent Underwriter Requirement") contained in the Legislation regarding acting as an underwriter in connection with a distribution of securities of a connected party or the equivalent shall not apply to BMO Nesbitt Burns Ltd., RBC Dominion Securities Inc., Scotia Capital Inc. and National Bank Financial Inc with respect to the proposed offering of common shares (the “Offering”) by SNC-Lavalin Group Inc.(the “Issuer”).

AND WHEREASunder the Mutual Reliance Review System for Exemptive Relief Applications (the "System"), the Commission des valeurs mobilières du Québec is the principal regulator for this application;

AND WHEREASthe Filer has represented to the Decision Makers that:

1. The Issuer was incorporated pursuant to the Canada Business Corporations Act on May 18, 1967. The Issuer’s head office is located at 455 René Lévesque Blvd. West, Montreal, Québec HZ2 1Z3.

2. The Issuer is a reporting issuer in all provinces of Canada. The Issuer’s outstanding common shares are listed on The Toronto Stock Exchange.

3. The proposed Offering will consist of common shares.

4. The Issuer will enter into an underwriting agreement with BMO Nesbitt Burns Ltd., RBC Dominion Securities Inc., Scotia Capital Inc., National Bank Financial Inc., Merrill Lynch Canada Inc. and Desjardins Securities Inc. (the “Underwriters”) in connection with the Offering. The Issuer will file a Short-Form Preliminary Prospectus with the Commission and other similar authorities on June 4, 2001.The Applicants, pursuant to the Underwriting Agreement, will hold 92.5% of the Offering. None of the Applicants will be an “independent underwriter”, as such term is defined in the Legislation.

5. The Issuer has entered into a Master Credit Agreement with various financial institutions, including the Canadian chartered banks (the “Banks”) which are affiliates of the Applicants. The Banks are not part of a banking syndicate. As of June 1, 2001, a small portion of the credit made available by those Banks to the Issuer being used. In addition, the net proceeds of the Offering will not be used to reduce any indebtedness.

6. The Issuer may be considered a “connected issuer” as such term is defined in the Legislation, and as such term is defined in the proposed Multilateral Instrument 33-105 (“Proposed Instrument 33-105”). Furthermore, the Applicants will not comply with the proportional requirements of Proposed Instrument 33-105.

7. The Offering does not comply with the Independent Underwriter Requirement contained in the Legislation which restricts a registrant from acting as an underwriter in connection with a distribution of securities by an issuer made by means of a prospectus, where the issuer is a connected issuer (or the equivalent) of the registrant, unless a portion of the distribution at least equal to that portion underwritten by non-independent underwriters is underwritten by independent underwriters.

8. The nature and details of the relationship between the Issuer and the Applicants will be described in the Prospectus. The Prospectus will contain the information specified in Appendix C of Proposed Instrument 33-105.

9. The Prospectus will contain a certificate signed by each Underwriter in accordance with National Instrument 44-101.

10. The net proceeds of the Offering will be used for general corporate purposes and will not be used to repay the Banks.

11. The Issuer is not a “related issuer” (as that term is defined in the Legislation and in Proposed Instrument 33-105) of any of the Underwriters.

12. The decision to proceed with the Offering, including the determination of the terms of distribution, will be made through negotiation between the Issuer and the Underwriters without involvement of the Banks. The Underwriters will participate as a group in such negotiations and in the due diligence process.

13. The Applicants will not receive any benefit from the Offering other than payment of their fees.

14. The Issuer is not in financial difficulty and is not under any immediate financial pressure to undertake the Offering. The Issuer is not a “specified party” as defined in Proposed Instrument 33-105.

AND WHEREASunder the System, this MRRS Decision Document evidences the decision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that provides the Decision Maker with the jurisdiction to make the Decision has been met;

The Decision of the Decision Makers, under the Legislation, is that the Independent Underwriter Requirement shall not apply to the Applicants in connection with the Offering provided the Issuer is not a related issuer, as defined in the Proposed Instrument, to the Applicants at the time of the Offering and is not a specified party, as defined in the Proposed Instrument, at the time of the Offering:

DATED 11th day of June, 2001

Le Directeur de la conformité et de l'application,
Me Jean Lorrain