U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS
AND UNDERTAKING
A. Name of issuer or person filing ("Filer"): BRASCAN CORPORATION
B. This is [check one]:
[x] an original filing for the Filer
[ ] an amended filing for the Filer
C. Identify the filing in conjunction with which this Form is being filed:
Name of Registrant: BRASCAN CORPORATION
Form type: F-9
File Number (if known):
Filed by: BRASCAN CORPORATION
Date Filed
(if filed concurrently, so indicate): FILED CONCURRENTLY
D. The Filer is incorporated or organized under the laws of:
ONTARIO, CANADA
and has its principal place of business at:
BCE PLACE
181 BAY STREET
P.O. BOX 762
SUITE 4400
TORONTO, ONTARIO, CANADA M5J 2T3
(416) 363-9491
E. The Filer designates and appoints:
TORYS LLP
237 PARK AVENUE
NEW YORK, NEW YORK, 10017
212-880-6000
as the agent ("Agent") of the Filer upon whom may be served any process,
pleadings, subpoenas, or other papers in:
(a) any investigation or administrative proceeding conducted by the
Commission; and
(b) any civil suit or action brought against the Filer or to which the
Filer has been joined as defendant or respondent, in any appropriate court
in any place subject to the jurisdiction of any state or of the United
States or of any of its territories or possessions or of the District of
Columbia, where the investigation, proceeding or cause of action arises out
of or relates to or concerns: (i) any offering made or purported to be made
in connection with securities registered or qualified by the Filer on Form
F-9 on February 19, 2003 or any purchases or sales of any security in
connection therewith; (ii) the securities in relation to which the
obligation to file an annual report on Form 40-F arises, or any purchases
or sales of such securities; (iii) any tender offer for the securities of a
Canadian issuer with respect to which filings are made by the Filer with
the Commission on Schedule 13E-4F, 14D-1F or 14D-9F; or (iv) the securities
in relation to which the Filer acts as trustee pursuant to an exemption
under Rule 10a-5 under the Trust Indenture Act of 1939. The Filer
stipulates and agrees that any such civil suit or action or administrative
proceeding may be commenced by the service of process upon, and that
service of an administrative subpoena shall be effected by service upon
such agent for service of process, and that service as aforesaid shall be
taken and held in all courts and administrative tribunals to be valid and
binding as if personal service thereof had been made.
F. Each Filer stipulates and agrees to appoint a successor agent for
service of process and file an amended Form F-X if the Filer discharges the
Agent or the Agent is unwilling or unable to accept service on behalf of
the Filer at any time until six years have elapsed from the date the Filer
has ceased reporting under the Securities Exchange Act of 1934. Each Filer
further undertakes to advise the Commission promptly of any change to the
Agent's name or address during the applicable period by amendment of this
Form, referencing the file number of the relevant form in conjunction with
which the amendment is being filed.
G. Each person filing this Form, other than a trustee filing in
accordance with General Instruction I.(e) of this Form, undertakes to make
available, in person or by telephone, representatives to respond to
inquiries made by the Commission staff, and to furnish promptly, when
requested to do so by the Commission staff, information relating to: the
Forms, Schedules and offering statements described in General Instructions
I.(a), I.(b), I.(c), I.(d) and I.(f) of this Form, as applicable; the
securities to which such Forms, Schedules and offering statements relate;
and the transactions in such securities.
* * *
The Filer certifies that it has duly caused this power of attorney,
consent, stipulation and agreement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Toronto, Country of
Canada this 19th day of February, 2003.
BRASCAN CORPORATION
By: /s/ Brian D. Lawson
-----------------------------------------
Name: Brian D. Lawson
Title: Executive Vice-President and Chief
Financial Officer
This statement has been signed by the following person in the capacity
indicated as of this 19th day of February, 2003
TORYS LLP
(Agent for Service)
By: /s/ Andrew J. Beck
-----------------------------------------
Name: Andrew J. Beck
Title: Partner