Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Application for relief from prospectus requirements – certain sales, transfers, and issuances of common stock of issuer, a professional sports team in the United States, are not subject to prospectus requirements of the Act, subject to conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c.S.5, as am. ss. 25(1)(a), 53, and 74(1).

Date: February 24, 2012

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 Green Bay Packers, Inc. (the Filer)

DECISION

Background

The local securities regulatory authority or regulator in each of the Jurisdictions has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for an exemption from the prospectus requirement in respect of the distribution of common stock (Offered Shares) of the Filer to be offered (Offering) in each of the Jurisdictions (defined below) (the Requested Relief).

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,

(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 - Passport System (MI 11-102) is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Yukon, Northwest Territories and Nunavut (collectively, together with Ontario, the Jurisdictions),

Interpretation

Terms defined in MI 11-102 and National Instrument 14-101 Definitions have the same meanings 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 organized as a Wisconsin non-profit stock corporation established under the Wisconsin Business Corporation Law on January 26, 1935.

2. The Filer is not, and does not intend to become, a reporting issuer under the securities legislation of any Jurisdiction. The Filer is not, and does not intend to become, a reporting company under the United States federal Securities Exchange Act of 1934. The shares of common stock of the Filer are not listed or traded on any stock exchange or over-the-counter-market in Canada, the United States or elsewhere.

3. The Filer’s restated articles of incorporation as currently in effect (the Articles) provide that the Filer shall be non-profit sharing and its purpose shall be exclusively for charitable purposes and that its profit shall be donated to the Green Bay Packers Foundation (the Foundation) but that the Filer can make contributions to any local charitable institutions.

4. Despite its non-profit status, the Filer is not a charitable organization under Section 501(c)(3) of the United States federal Internal Revenue Code of 1986, as amended (the Code). The Foundation is a private foundation and a charitable organization under Section 501(c)(3) of the Code formed in 1987 to manage the Filer’s contributions to charity. The Filer is an exempt organization for purposes of Wisconsin income tax.

5. In the event of dissolution of the Filer, the Articles provide that the undivided profits and assets of the Filer shall go to the Foundation for distribution to community programs, charitable causes, and such other similar causes the Foundation deems appropriate.

6. The Filer is subsisting under the Articles as a community project intended to promote community welfare and its purposes shall be exclusively charitable, and incidental to its purposes, the Filer shall have the right to conduct athletic contests, operate a football team, or such other similar projects for the purpose of carrying out its charitable purposes, which purposes shall be carried on within the State of Wisconsin, and especially within the County of Brown, Wisconsin.

7. At the time of its incorporation, the Filer operated a National Football League franchise, the Green Bay Packers, and the Filer continues to operate that franchise.

8. The authorized capital stock of the Filer consists of 10,000,000 shares of common stock with no par value. As of November 1, 2011, there were approximately 4,750,000 shares of Common Stock issued and outstanding held by approximately 112,000 shareholders.

9. The Articles provide that no shareholder of the Filer shall receive any dividend, pecuniary profit or emolument by virtue of his or her being a shareholder of the Filer. The Filer may not distribute the proceeds from liquidation to its shareholders.

10. The Filer’s bylaws, as amended, provide that no holder of shares of common stock may sell, assign, exchange, give, pledge, encumber or otherwise transfer or dispose of any shares of common stock, subject to two exceptions. A person may transfer shares of common stock to an “immediate family” member by gift, or in the event of death, and an entity may transfer shares of common stock to certain persons associated with such entity as approved by the Filer.

11. The certificates representing the shares of common stock include a restrictive transfer legend and a statement referring to the Filer’s non-profit status.

12. On December 6, 2011, the Filer commenced an offering of shares of common stock (the “Offering”) in the United States at a price of US$250 per share. The initial amount of the Offering was 250,000 shares. The Filer reserved the right to increase or decrease the size of the Offering at any time, subject to authority to offer up to 879,990 shares of common stock. The shares of common stock that the Filer is offering pursuant to the Offering are referred to as the “Offered Shares.” On December 27, 2011, the Filer announced that it had sold nearly 250,000 Offered Shares in the Offering and that it was increasing the number of Offered Shares by 30,000 to an aggregate of 280,000 Offered Shares.

13. The Filer desires to offer the remaining Offered Shares, approximately 19,000 as of February 20, 2012, in the United States and each of the Jurisdictions, subject to the ability to increase such amount at its discretion. The Filer would offer the Offered Shares at a price of US$250 per share together with a handling fee for each subscription that may be of US$25 or some other amount. The Filer intends to offer the Offered Shares in the United States and each of the Jurisdictions until February 29, 2012, subject to extension, or until the Offering is fully subscribed.

14. The distribution of the Offered Shares by the Filer will be made pursuant to an offering document (the Offering Document) that contains disclosure regarding the terms and conditions of the Offering, a description of the Offered Shares, the management of the Filer, restrictions on transfer of the Offered Shares and associated fees and that the Offered Shares do not represent the possibility of profit or provide dividends, distributions, tax or other benefits to holders.

15. Each prospective purchaser of Offered Shares will have the opportunity to review the Offering Document online at www.packersowner.com and will be required to complete and sign a subscription agreement. Subscribers for the Offered Shares may complete their subscription agreement online or by mailing their completed subscription agreement to the Filer’s transfer agent, Wells Fargo Shareowner Services. A prospective purchaser of Offered Shares will also have the opportunity to ask to receive the Offering Document by mail. In that case, the subscriber would mail their completed subscription agreement to the Filer’s transfer agent.

16. The Filer maintains, by way of additional disclosure for the Offering, a website at www.packersowner.com on which the Filer posts information concerning the history of the Filer, the Offering Document, information regarding certificates representing the Offered Shares and responses to frequently asked questions.

17. The net proceeds of the Offering will be deposited in the Filer’s segregated capital improvements fund. Withdrawals from such fund may be used only for stadium or other capital improvements. Proceeds from the Offering will not be commingled with the general cash balances of the Filer or used to pay ordinary operating expenses of the Filer.

18. The Filer intends to do the following in respect of advertising the Offered Shares: (i) the Filer will deliver a press release to media outlets in Green Bay and Milwaukee; (ii) the Filer will deliver a press release to media outlets in select Canadian cities; (iii) the Filer will not purchase advertising in any media; (iv) the Filer will respond to and cooperate with media inquiries; and (v) the Filer’s website will make it clear that Canadians who reside in relevant provinces can purchase the Offered Shares (collectively, the Advertising).

19. The Filer would be entitled to rely on the exemption provided by section 2.38 of National Instrument 45-106 Prospectus and Registration Exemptions in connection with the Offering, but for: (i) incidental to its purposes the Filer conducts athletic contests and operates a football team with substantial revenues and expenses, and (ii) the application of paragraph (b) thereof, which provides that such exemption is unavailable if any commission or other remuneration is paid in connection with the sale of the security.

20. It is contemplated that the Filer may engage advertising, marketing and other consultants and advisors to assist the Filer with the Advertising, but no portion of the compensation paid to them will be based on the number of Offered Shares sold in the form of commissions or otherwise.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

To the extent that the Offered Shares are securities for the purposes of the Legislation, the decision of the principal regulator under the Legislation is that the Requested Relief is granted, provided that:

(a) the Filer is organized exclusively for educational, benevolent, fraternal, charitable, religious or recreational purposes and not for profit and that, incidental to its purposes, the Filer shall have the right to conduct athletic contests, operate a football team, or such other similar projects for the purpose of carrying out its charitable purposes;

(b) the Foundation is organized exclusively for educational, benevolent, fraternal, charitable, religious or recreational purposes and not for profit;

(c) no part of the net earnings of the Filer benefit any security holder of the Filer;

(d) the net proceeds of the Offering will be used only for stadium or other capital improvements and will not be commingled with the general cash balances of the Filer or used to pay ordinary operating expenses of the Filer;

(e) no commission or other remuneration is paid in connection with the sale of the Offered Shares pursuant to the Offering, other than to advertising, marketing and other consultants and advisors to assist the Filer with the Advertising;

(f) the Filer has delivered a copy of this decision and the Offering Document to each purchaser of the Offered Shares pursuant to the Offering;

(g) the Filer maintains a website on which it posts certain information, including information regarding the Green Bay Packers professional football team that the Filer operates; and

(h) the prospectus requirements of the Legislation will apply to the first trade in any Offered Shares acquired by Canadian purchasers pursuant to this decision unless the following conditions are met:

(i) the Filer was not a reporting issuer in any jurisdiction of Canada at the distribution date, or is not a reporting issuer in any jurisdiction of Canada at the date of the trade; and

(ii) at the distribution date, after giving effect to the issue of the security and any other securities of the same class or series that were issued at the same time as or as part of the same distribution as the security, residents of Canada:

i. did not own, directly or indirectly, more than 10% of the outstanding securities of the class or series, and

ii. did not represent in number more than 10% of the total number of owners directly or indirectly of securities of the class or series.

“Edward P. Kerwin”
“Judith N. Robertson”