Headnote NP 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions - relief granted from provisions in securities legislation relating to sending of information circulars – Filer meets all criteria to be an “SEC foreign issuer” under National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers - relief granted subject to condition that the procedures provided for under the SEC Notice-and-Access Rules are used to send the proxy materials to registered shareholders and Canadian beneficial owners

Applicable Legislative Provisions

National Instrument 51-102 Continuous Disclosure Obligations National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer

March 18, 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

SXC HEALTH SOLUTIONS CORP.

(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 Ontario (the Legislation) that grants the Filer the exemptions from the following provisions, subject to conditions (the Exemption Sought):

1. provisions of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) and National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (NI 54-101) that require the Filer to send a printed information circular to the Filer’s registered shareholders (the Registered Shareholders) and its beneficial owners holding through Canadian intermediaries (the Canadian Beneficial Owners) in connection with the 2011 Meeting (as defined below); and

2. provisions of NI 54-101 that require intermediaries (as such term is defined in NI 54-101) to send a printed information circular and a request for voting instructions form relating to the 2011 Meeting to the Canadian Beneficial Owners.

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 by the Filer in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador (the Passport Jurisdictions).

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 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:

1. The Filer is a corporation continued under the Business Corporations Act (Yukon) (the YBCA).

2. The Filer’s head office is located at 2441 Warrenville Road, Suite 610, Lisle, IL 60532-3642.

3. The Filer’s registered office is located at 300-204 Black Street, Whitehorse, YK Y1A 2M9.

4. The Filer’s principal Canadian business office is in Milton, Ontario, 555 Industrial Dr., Milton, ON L9T 5E1.

5. The authorized capital of the Filer consists of an unlimited number of common shares (the Shares) of which 61,795,318 were issued and outstanding as of January 19, 2011.

6. The Shares are listed and posted for trading on the Toronto Stock Exchange and the NASDAQ Stock Market.

7. As the Filer is governed by the YBCA, it is not a “foreign reporting issuer” or “SEC foreign issuer” for the purposes of National Instrument 71-102 – Continuous Disclosure and other Exemptions Relating to Foreign Filers (NI 71-102).

8. The Filer, however, meets each of the requirements for being a “foreign reporting issuer” and a “SEC foreign issuer” for the purposes of NI 71-102 other than its governing jurisdiction.

9. In particular:

(a) based on geographic reports received from Broadridge Financial Solutions, Inc. (Broadridge), as at December 1, 2010 approximately 80% of the Shares are held, directly or beneficially, by residents of the U.S. and 76% of the shareholders of the Filer (beneficial and registered combined) are resident in the U.S.;

(b) all of the Filer’s senior officers are resident in the U.S.;

(c) six out of seven of the Filer’s directors are U.S. citizens resident in the U.S.;

(d) substantially all of the Filer’s assets are located in the U.S.; and

(e) the business of the Filer is principally administered in the U.S.

10. The Filer held an annual and special meeting of its shareholders on May 12, 2010 and intends to hold an annual meeting of its shareholders on May 11, 2011 (the 2011 Meeting).

11. It is not expected that any matter requiring a special resolution of shareholders will be put before the 2011 Meeting and, therefore, it is not expected that the 2011 Meeting will be considered a “special meeting” for the purposes of NI 54-101.

12. In the United States, the Filer has elected to comply with the proxy rules promulgated by the U.S. Securities and Exchange Commission (the SEC) under the Securities Exchange Act of 1934 (the SEC Notice-and-Access Rules), that allow it to furnish a proxy statement by sending security holders a Notice of Internet Availability of Proxy Materials (the Notice) 40 calendar days or more prior to the date of the 2011 Meeting and sending the record holder, broker or respondent bank the Notice in sufficient time for the record holder, respondent bank or broker to prepare, print and send the Notice to beneficial owners at least 40 calendar days before the date of the 2011 Meeting and making all materials identified in the Notice, including the proxy statement (collectively, the proxy materials), publicly accessible, free of charge, at a website address specified in the Notice. The Notice will comply with the requirements of Rule 14a-16 of the SEC Notice-and-Access Rules and include instructions regarding how a security holder may request a paper or e-mail copy of the proxy materials at no charge. The SEC Notice-and-Access Rules permit the Filer and, in turn, the record holder, broker or respondent bank, to send only the Notice to beneficial owners of its Shares, provided that all applicable requirements of the SEC Notice-and-Access Rules have been satisfied.

13. NI 51-102 requires the Filer to deliver proxy materials to Registered Shareholders and NI 54-101 requires the Filer to deliver proxy materials to Canadian intermediaries for delivery to those Canadian Beneficial Owners that have requested materials for annual meetings.

14. In lieu of mailing each Registered Shareholder the proxy materials required under NI 51-102, the Filer will mail the Notice to each Registered Shareholder.

15. In lieu of mailing each Canadian Beneficial Owner the proxy-related materials required under NI 54-101, the Filer will deliver to Broadridge, a provider of proxy services located in Edgewood, New York, the Notice for mailing to each Canadian Beneficial Owner. Broadridge will deliver English only materials to all Canadian Beneficial Owners by postage-paid mail. Broadridge will act as the Filer’s agent for such purposes and the Filer will pay all of the expenses involved in printing and delivering the proxy materials to all requesting Canadian Beneficial Owners.

16. The Filer will include with the Notice sent to Registered Shareholders and Canadian Beneficial Owners:

(a) an investor education piece explaining the Filer’s use of the SEC Notice-and-Access Rules and explaining the voting process in respect of the matters to be put before the 2011 Meeting; and

(b) a financial statement request form;

a copy of each which will also be made available on the internet together with the Notice.

17. Registered Shareholders and Canadian Beneficial Owners requesting the proxy materials will receive the same materials required to be sent to shareholders under the SEC Notice-and-Access Rules.

18. In addition, the Filer will otherwise comply with the SEC Notice-and-Access Rules and other applicable U.S. securities laws, rules and regulations in respect of its Registered Shareholders, Canadian Beneficial Owners and other beneficial owners of the Shares in communicating therewith.

19. A Canadian Beneficial Owner who wants to attend the 2011 Meeting in person will be required to obtain a legal proxy from its intermediary.

20. Broadridge will notify all Canadian intermediaries on whose behalf it or a related company acts as agent under NI 54-101 to advise them of the Filer’s reliance on the SEC Notice-and-Access Rules and this decision in its communication with the Canadian Beneficial Owners.

21. The Filer has retained Broadridge to respond to requests for the proxy materials from all Registered Shareholders and all Canadian Beneficial Owners. The Notice from the Filer will direct all Registered Shareholders and all Canadian Beneficial Owners to contact Broadridge at a specified toll free telephone number or by email or via internet at www.ProxyVote.com to request a printed copy of the proxy materials. Broadridge will give notice to the Filer of the receipt of requests for printed copies and the Filer will provide English only materials to Broadridge in compliance with the requirements of the SEC Notice-and-Access Rules.

22. Broadridge will retain records of the identity, including contact information, of Registered Shareholders and Canadian Beneficial Owners that contact Broadridge to receive printed proxy materials. To comply with the SEC Notice and Access Rules, the Filer will not receive any information about the Registered and Canadian Beneficial Owners that contact Broadridge other than the aggregate number of proxy material packages requested by the Registered or Canadian Beneficial Owners from Broadridge and will reimburse Broadridge for the delivery of requests.

23. The Filer has consulted with Broadridge and its counsel in developing the mailing and voting procedures for the Registered and Canadian Beneficial Owners described in this Application.

Decision

The Decision Maker is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision. The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted, provided that the procedures provided for under the SEC Notice-and-Access Rules are used to send the proxy materials to Registered Shareholders and Canadian Beneficial Owners.

Michael Brown, Assistant Manager

Corporate Finance

Ontario Securities Commission