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. (1) This is [check one]:
[x] an original filing for the Filer
[ ] an amended filing for the Filer
(2) Check the following box if you are filing the Form F-X in
paper in accordance with Regulation S-T rule 101(b)(9) [ ]
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): 333-112049
Filed by: BRASCAN CORPORATION
Date Filed (if filed concurrently, so
indicate): JANUARY 21, 2004
(FILED CONCURRENTLY)
D. Filer is incorporated or organized under the laws of Canada
and has its principal place of business at BCE PLACE, 181 BAY STREET, SUITE 300,
P.O. BOX 762, TORONTO, ONTARIO, CANADA M5J 2T3; TELEPHONE: (416) 363-9491.
E. Filer designates and appoints TORYS LLP ("Agent") located at
237 PARK AVENUE, NEW YORK, NY 10017; TELEPHONE: (212) 880-6000 as the 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 the securities registered or qualified
by the Filer on Form F-9 on January 21, 2004 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 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 the 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. The Filer stipulates and agrees in connection with the use of Form
F-9 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 issuer of the securities to which such Form F-9 relates has
ceased reporting under the Exchange Act.
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, thereto duly authorized, in Toronto, Ontario, Canada, this 20th day
of January, 2004.
Filer: 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
and on the date indicated:
TORYS LLP, AS AGENT FOR SERVICE OF
PROCESS OF BRASCAN CORPORATION
By: /s/ Andrew J. Beck
---------------------------------
Name: Andrew J. Beck
Title: Partner