TORSTAR CORPORATION

INFORMATION CIRCULAR

MARCH 9, 2020

TORSTAR CORPORATION Information Circular TABLE OF CONTENTS Page SOLICITATION OF PROXIES ...... 1 Who is Entitled to Vote ...... 1 How to Vote ...... 1 Attendance in Person ...... 1 Appointment of Proxies ...... 1 Exercise of Discretion by Proxies ...... 1 Amendments, Variations or New Matters Brought before the Meeting ...... 2 Revocation of Proxies ...... 2 Voting by Non-Registered Shareholders ...... 2 How Will the Votes be Counted ...... 2 Notice and Access ...... 2 VOTING SHARES AND THE VOTING TRUST ...... 3 Voting Shares ...... 3 Principal Holders of Voting Shares ...... 3 The Voting Trust ...... 3 BUSINESS OF THE MEETING...... 5 Financial Statements...... 5 Election of Directors ...... 5 Appointment of Auditors ...... 5

ELECTION OF DIRECTORS ...... 6 Majority Voting in Director Elections ...... 6 Proposed Nominees ...... 6 ADDITIONAL DISCLOSURE RELATING TO DIRECTORS ...... 9 Common Directorships ...... 9 Cease Trade Orders, Bankruptcies, Penalties or Sanctions ...... 10 Summary of 2019 Board and Committee Meetings and Attendance of Directors ...... 10 DIRECTOR COMPENSATION ...... 10 EXECUTIVE COMPENSATION ...... 13 COMPENSATION DISCUSSION & ANALYSIS ...... 13 Human Resources & Compensation Committee ...... 13 Risk Management ...... 14 Objectives of the Executive Compensation Program ...... 14 Named Executive Officers ...... 15 2019 Compensation Program ...... 15 Compensation Review Process for Named Executive Officers ...... 15 Elements of 2019 Executive Compensation Program ...... 17 Base Salary ...... 19 Annual Incentives ...... 19 Longer-term Incentives ...... 22 Deferred Share Unit Plan...... 24 Share Ownership Requirements ...... 24 Share Performance Graph ...... 24 SUMMARY COMPENSATION TABLE ...... 25 INCENTIVE PLAN AWARDS ...... 26 PENSION PLAN BENEFITS ...... 28 TERMINATION & CHANGE OF CONTROL BENEFITS ...... 31 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ...... 33 Share Option Plan ...... 33 Share Reward Program ...... 35 Employee Share Purchase Plan ...... 36 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ...... 37 DIRECTORS’ AND OFFICERS’ LIABILTY INSURANCE ...... 37 CORPORATE GOVERNANCE PRACTICES ...... 37 OTHER INFORMATION ...... 37

SCHEDULES ACRONYMS 1 Corporate Governance Guidelines and Practices CAAT Plan Colleges of Applied Arts & Technology Pension Plan 2 Board Committees & Responsibilities DSU Deferred Share Unit 3 Board Mandate NEO Named Executive Officer RPP Registered Pension Plan RSU Restricted Share Unit SRIP Supplementary retirement income program TSX Toronto Stock Exchange

TORSTAR CORPORATION

Information Circular

Dated as of March 9, 2020

SOLICITATION OF PROXIES

This Information Circular is furnished in connection with the solicitation by the management of Torstar Corporation (the “Corporation” or “Torstar”) of proxies to be used at the annual meeting of the holders of Class A shares (the “Class A shares”) of Torstar (the “Meeting”), or any adjournment thereof, to consider the matters set out in the Notice of Meeting accompanying this Information Circular (the “Circular”). The Meeting will be held on Wednesday, May 6, 2020, at 10:00 a.m. at 1 Yonge Street, 3rd Floor Auditorium, Toronto, Ontario. It is expected that solicitation of proxies will be primarily by mail. The cost of solicitation will be borne by Torstar.

Who is Entitled to Vote

The Board of Directors has fixed March 9, 2020 as the record date for the Meeting. Only Class A shareholders of record at the close of business on March 9, 2020 will be entitled to vote at the Meeting. Each Class A share entitles the holder to the right to one vote at the Meeting or any adjournment thereof.

How to Vote

If you are a registered Class A shareholder, you may vote in person at the Meeting or you may give another person the authority to vote at the Meeting on your behalf by appointing a proxyholder, as described below.

Attendance in Person

If you are a registered Class A shareholder and intend to attend the Meeting and vote in person, do not complete or return the form of proxy. Your vote will be taken at the Meeting. Please register with the transfer agent, AST Trust Company (Canada), when you arrive at the Meeting.

Appointment of Proxies

If you are a registered Class A shareholder and do not intend to be present in person at the Meeting, you are asked to complete, sign, date and return the accompanying form of proxy (the “Proxy”) in the postage-paid envelope provided to you.

The persons named in the Proxy are the Chair of the Board and the President & Chief Executive Officer of Torstar. If you wish to appoint some other person to represent you at the Meeting, you may do so by inserting the person’s name in the blank space provided in the Proxy or by completing another proper form of proxy and, in either case, delivering the completed proxy to AST Trust Company (Canada) in the postage-paid envelope provided to you, or to the Secretary of Torstar at 1 Yonge Street, 5th Floor, Toronto, Ontario M5E 1E6. If you choose to appoint another person to represent you, you should ensure that the person you appoint is attending the Meeting and is aware that he or she has been appointed to vote your shares.

Proxies must be received on or before May 4, 2020 at 5:00 p.m. (Toronto time) or, in the case of an adjournment of the Meeting, not less than 48 hours (Saturdays, Sundays and holidays excepted) prior to the time of the adjournment.

Exercise of Discretion by Proxies

If you do not specify on your proxy form how you want a proxyholder appointed by you (other than the Chair of the Board and the President & Chief Executive Officer) to vote your shares, then your proxyholder can vote your shares as he or she sees fit. Shares represented by properly executed proxies in favour of the Chair of the Board and the President & Chief Executive Officer of Torstar as designated in the Proxy will be voted or withheld from voting in accordance with the instructions contained in the Proxy. If the Proxy does not contain voting instructions, the shares will be voted for: the election of directors, the appointment of auditors and the authorization of the directors of Torstar to fix the remuneration of the auditors, as stated under those headings in this Circular.

Amendments, Variations or New Matters Brought before the Meeting

The proxy confers discretionary authority upon the proxyholder with respect to amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting or any adjournment thereof. At the time of filing of this Circular, the management of Torstar is not aware of any such amendments, variations or other matters to come before the Meeting other than matters referred to in the Notice of Meeting.

Revocation of Proxies

A registered shareholder who has given a proxy may revoke it at any time prior to its use by an instrument in writing executed by the shareholder or by an attorney authorized in writing: (a) by depositing it at the registered office of Torstar on or before May 5, 2020, or in the case of any adjournment of the Meeting, the last business day preceding the day of the adjournment, or (b) by delivering it to the Secretary of Torstar or the Chair of the Meeting on the day of, and prior to the start of, the Meeting or any adjournment. A shareholder may also revoke a proxy in any other manner permitted by law.

Voting by Non-Registered Shareholders

You are a non-registered shareholder if your shares are held in the name of a nominee (such as a bank, trust company or securities broker). Your nominee will generally provide you with a voting instruction form or a proxy form. You should follow the voting instructions provided by your nominee. If you wish to vote in person at the Meeting, you must insert your own name in the space provided for the appointment of a proxyholder on the form provided by your nominee, and return same by following the instructions provided.

How Will the Votes be Counted

Each question brought before the Meeting or any adjournment thereof will be determined by a majority of votes cast on the question. The proxies are counted by Torstar’s transfer agent, AST Trust Company (Canada).

Notice and Access

Torstar uses the notice and access provisions under applicable securities regulations to provide this Circular to all registered and non-registered shareholders. These provisions allow us to post electronic versions of proxy-related materials, including this Circular, online rather than mailing paper copies to shareholders. This allows us to reduce our postage and material costs and also has environmental benefits by reducing the volume of paper documents generated.

Shareholders will receive paper copies of a notice with information about how to access the Circular electronically, as well as a paper proxy or voting instruction form, and other information including the form of supplemental mailing list return card for shareholders to request that they be included in Torstar’s supplemental mailing list for receipt of Torstar’s interim and annual financial statements for 2020. The Circular will be available on SEDAR (www.sedar.com) and also on AST Trust Company (Canada)’s website at www.meetingdocuments.com/astca/torstar. “Stratification” occurs when a reporting issuer provides a paper copy of its information circular to some shareholders with the notice package. Torstar will not use stratification in relation to the use of notice and access, except if it is necessary to comply with standing instructions or other requests for paper copies of information circulars that intermediaries have chosen to obtain from beneficial owners. Shareholders are reminded to review this Circular before voting.

Shareholders with questions about notice and access can call Torstar’s transfer agent, AST Trust Company (Canada), at 416-682-3801 or toll free (in Canada and the United States) at 1-888-433-6443. Shareholders may also obtain a paper copy of this Circular free of charge for up to one year from the date this Circular was filed on SEDAR by contacting AST Trust Company (Canada) at one of the above numbers or by email at [email protected]. A request for paper copies which are required in advance of the deadline for completing and returning proxies should be made as soon as possible, and in any event no later than April 24, 2020, in order to allow sufficient time to receive the paper copy. If a paper copy is requested by a shareholder, a new form of proxy or voting instruction form will not be provided.

2 VOTING SHARES AND THE VOTING TRUST

Voting Shares

On March 9, 2020, Torstar had outstanding 9,807,135 Class A shares.

Principal Holders of Voting Shares

To the knowledge of Torstar’s directors and executive officers, the following list includes the names of the only persons who beneficially own, directly or indirectly, or exercise control or direction over, shares carrying 10% or more of the voting rights attached to all Class A shares entitled to vote at the Meeting:

Class A Percentage shares of votes EXECUTORS OF THE ESTATE OF JOSEPH S. ATKINSON(1) 3,110,948 31.7% RUTH HINDMARSH GROUP(2) ...... 1,847,256 18.8% HONDERICH GROUP(3) ...... 1,458,356 14.9% THALL INVESTMENTS INC.(4)...... 1,458,324 14.9% CAMPBELL GROUP(5) ...... 1,458,360 14.9%

(1) With the exception of 3,708 Class A shares, all of the Class A shares shown as owned, controlled or directed by the executors of the Estate of Joseph S. Atkinson are owned by Starson Holdings Inc., which is directly or indirectly controlled by the executors of the Estate of the late Joseph S. Atkinson, one of whom is Elaine Berger.

(2) The holdings shown for the Ruth Hindmarsh Group represent the aggregate number of Class A shares directed by Michael Hindmarsh on behalf of the Ruth Hindmarsh Group under its voting trust agreement. The Ruth Hindmarsh Group is more particularly described below.

(3) Under the Securities Act (Ontario), the Class A shares shown as owned, controlled or directed by the Honderich Group are deemed to be beneficially owned by John A. Honderich, Mary Honderich and David Honderich by virtue of the direct or indirect control by them of shares carrying more than 50% of the votes for the election of directors of companies holding the Class A shares. The holdings shown for the Honderich Group also represent the aggregate number of Class A shares controlled by John A. Honderich on behalf of the Honderich Group under its voting trust agreement. The Honderich Group is more particularly described below.

(4) Under the Securities Act (Ontario), the Class A shares shown as owned, controlled or directed by Thall Investments Inc. are deemed to be beneficially owned by Eleanor Thall by virtue of her direct or indirect control of shares carrying more than 50% of the votes for the election of directors of the companies holding the Class A shares.

(5) The holdings shown for the Campbell Group represent the aggregate number of Class A shares controlled by Campbell R. Harvey on behalf of the Campbell Group under its voting trust agreement. The Campbell Group is more particularly described below.

All of the Class A shares listed above are registered in the name of National Trust Company pursuant to the Torstar Voting Trust Agreement.

The Voting Trust

Approximately 99% of Torstar’s Class A shares are held in a Voting Trust. The original purpose of the Voting Trust was to ensure that control of the Toronto Star newspaper would be maintained by persons who would continue to honour the doctrines and beliefs of Joseph E. Atkinson (“Atkinson”) with respect to the publication of a major metropolitan newspaper (the “Atkinson Principles”). The Atkinson Principles are more fully described in Torstar’s 2020 Annual Information Form. Throughout his 50 years as Publisher of the Toronto Star from 1899 to 1948, Atkinson developed strong views on both the role of a large city newspaper and the editorial principles it should espouse. On his death, Atkinson bequeathed all his shares to the Atkinson Charitable Foundation. He wanted to be certain that the Toronto Star would be run by those “familiar with the doctrines and beliefs which I have promoted in the past” and that publication of the Toronto Star be conducted “for the benefit of the public in the continued frank and full dissemination of news and opinions” and in such a manner as to preserve its role as a great “metropolitan newspaper”. Faced with a provincial statute which prevented the Atkinson Charitable Foundation from holding the shares in the newspaper, Mr. Atkinson’s son, Joseph S. Atkinson, and four other senior managers of the newspaper (Messrs. Campbell, Hindmarsh, Honderich and Thall) formed Torstar Corporation to purchase the assets of the Toronto Star and formed the Voting Trust to hold their controlling interest. As Torstar has become a diversified media company, the Atkinson Principles have remained confined to the operations of the Toronto Star. In addition to ensuring fidelity to the Atkinson Principles at the Toronto Star, the Voting Trust has also provided continuity of ownership to Torstar as a whole.

3 The Voting Trust joins together seven groups of shareholders. These seven groups collectively hold approximately 99% of the Class A shares of Torstar and approximately 18% of the Class B non-voting shares of Torstar. This represents approximately 28% of the total common equity of Torstar. The seven groups which are parties to the Voting Trust Agreement, together with Torstar, and National Trust Company as Depository and Trustee, are:

• Starson Group: the executors of the Estate of J.S. Atkinson, Starson Investments Limited, Starson Holdings Inc., 661005 Ontario Inc.;

• Atkinson Group: Catherine Atkinson Murray, Catherine Atkinson Holdings (1984) Inc., Susanco Holdings (1997) Inc., Trishco Holdings (1997) Inc.;

• Ruth Hindmarsh Group: Harry Hindmarsh Investments Inc., Starlyn Holdings Inc., HP Holdings Corp., Willstar Holdings Inc., R.A. Winter Enterprises Inc., LSKA Enterprises Inc., Sally Jane Booth Enterprises Inc., Butchco Enterprises Inc., Susan Chan, Joan Mathieu, Kathleen Cino, John A. Hindmarsh, Michael Clark, Michael Hindmarsh, Nancy Hindmarsh, Stephen Hindmarsh, R.A. Winter, Peter A. Armstrong, Carberry Corporation, Carol Hindmarsh Holdings Inc., Starlich Holdings Inc., S.E. Chan Investments Inc., Coco T. Investments Inc., William Folland, Lynne Hindmarsh & John Hindmarsh in Trust, Patricia Clutterbuck, Harry Folland, William Folland, Marian Hindmarsh, Marilyn Armstrong, and The Estate of Harry Hindmarsh;

• Lynne Hindmarsh Group: S. Lynne Hindmarsh, Scarlett Investments Inc.;

• Campbell Group: Eleanor Campbell Osler, Campbell Russell Harvey, Suhar Investments Limited, Jeffcamp Investments Limited, Jacamp Investments Limited, Jeffrey Campbell, William Campbell, Susan Elizabeth Harvey Schijns, Campbell Russell Harvey & John R. Graham, Trustees of the Campbell Harvey Secondary Family Trust under Will of Faith E. Harvey, and Susan Elizabeth Harvey Schijns & Stephen Harvey Schijns Trustees of Susan E. Harvey Schijns Family Trust;

• Honderich Group: Honderich Holdings Inc., John A. Honderich, David B. Honderich, Mary E. Honderich, 661005 Ontario Inc.; and

• Thall Group: Eleanor E. Thall, Nelson S. Thall, Martin E. Thall, Thall Holdings Limited, Thall Investments Inc., 661005 Ontario Inc.

Pursuant to the Voting Trust Agreement, 9,722,556 Class A shares have been deposited with National Trust Company.

Under the Voting Trust Agreement, each shareholder group identified above is entitled to appoint a Voting Trustee. The Voting Trustees exercise various powers and rights, including among others the right to vote in the manner as determined by a majority of the Voting Trustees all of the Class A shares of Torstar held by the members of the Voting Trust. As a result, the Voting Trust through a single ballot effectively elects each of the nominees for election to the Board of Directors (the “Board”) at the Meeting. The current Voting Trustees are set out below.

Voting Trustee Group Represented Starson Investments Limited Starson Group Catherine Atkinson Murray Atkinson Group Michael Hindmarsh Ruth Hindmarsh Group S. Lynne Hindmarsh Lynne Hindmarsh Group Campbell R. Harvey Campbell Group John A. Honderich Honderich Group Martin E. Thall Thall Group

The Voting Trust Agreement contains certain restrictions on the transfer of shares of Torstar by parties to the Voting Trust Agreement. These provisions preserve the ability of the Voting Trust to retain control of Torstar. These provisions include a requirement that any party to the Voting Trust Agreement desiring to transfer Class A shares must first offer the shares to the other members of the Voting Trust, and can only transfer the shares outside of the Voting Trust if they are not purchased pursuant to such an offer and, in such event, the Class A shares must be converted to Class B non-voting shares before the transfer.

The Voting Trust Agreement also invites each of the five principal groups, being the Atkinson/Starson, Hindmarsh, Campbell, Honderich and Thall groups, to nominate a representative of each such group for election to the Board. If, in the reasonable exercise of their powers as Voting Trustees, the Voting Trustees decide that the election of each of the chosen nominees to the Board would be in the best interests of Torstar, the Voting Trustees will vote in favour of the election of such nominees. Subject to election at the Meeting, the Voting Trust has nominated the following directors for election to the Board:

4 Board Nominee Group Represented Elaine Berger Atkinson Group/Starson Group Dorothy Strachan Ruth Hindmarsh Group/Lynne Hindmarsh Group Campbell R. Harvey Campbell Group John A. Honderich Honderich Group Martin E. Thall Thall Group

BUSINESS OF THE MEETING

Financial Statements

Torstar’s consolidated financial statements for the year ended December 31, 2019 are included in the 2019 Annual Report, which has been mailed to shareholders who requested a copy. The financial statements are also available on SEDAR at www.sedar.com, at www.torstar.com and on AST Trust Company (Canada)’s website at www.meetingdocuments.com/astca/torstar.

Election of Directors

Shareholders will be asked to vote separately on the election of each of the nominees proposed for election to the Board. The 10 nominees are listed beginning on page 6. In the absence of a contrary instruction, the persons named in the Proxy intend to vote for the election of each of the nominees listed. Management does not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the persons named in the Proxy reserve the right to vote for another nominee at their discretion. Each director elected will hold office until his or her successor is duly elected at the next annual meeting, unless such office is vacated sooner. More detailed information regarding the election of directors is set out below under the heading “Election of Directors”.

Appointment of Auditors

Shareholders will be asked to vote for the appointment of the auditors, and the authorization of the directors to fix the remuneration of the auditors. The directors propose that the firm of Ernst & Young LLP be re-appointed as auditors of Torstar for the 2020 fiscal year. In the absence of a contrary instruction, the persons named in the Proxy intend to vote for the re-appointment of Ernst & Young LLP as auditors of Torstar to hold office until the next annual meeting of shareholders, and also intend to vote in favour of the resolution authorizing the directors to fix the remuneration of the auditors.

Pre-Approval Policies & Procedures for External Auditors’ Other Services

The Audit & Financial Risk Committee has determined that the non-audit services provided to Torstar by Ernst & Young should be limited. Such services are subject to the prior approval of the Chair of the Audit & Financial Risk Committee (if less than $100,000) or by the full Audit & Financial Risk Committee (if $100,000 or more). Any services pre-approved by the Chair are reported to the full Committee at the next meeting. The services set out below were approved by the Audit & Financial Risk Committee.

Audit Fees The following fees were billed by Ernst & Young LLP to Torstar in 2018 and 2019, respectively:

Fees(1) 2018 2019 Audit fees(2) 833,500 856,000 Audit-related fees(3) 55,800 24,300 Tax fees(4) 5,800 9,900 Total $895,100 $890,200

(1) Fees have been rounded to the nearest $100. (2) Audit fees are the aggregate fees billed by the external auditors for audit services. The fees shown for 2018 are for work related to the 2017 audit and for the quarterly reviews of the 2018 interim financial statements, and the fees shown for 2019 are for work related to the 2018 audit and for the quarterly reviews of the 2019 interim financial statements. (3) Audit-related fees are the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of Torstar’s financial statements and are not reported under Audit fees as described in footnote (2). In 2018 and 2019, these services consisted of employee benefit plan audits. The 2019 audit-related fees also included services related to regulatory compliance reviews. 5 (4) Tax fees are the aggregate fees billed for professional services rendered for tax compliance, tax advice, and tax planning. In 2018 these services consisted of subscriptions for tax research software and in 2019 these services consisted of expatriate tax services and subscriptions for tax research software.

ELECTION OF DIRECTORS

The Articles of Torstar provide that the Board shall consist of not less than five and not more than 20 directors who are to be elected annually. The Board has fixed at 10 the number of directors to be elected at the Meeting. The proposed nominees for election are listed below. All of the nominees are currently directors of Torstar and were duly elected at the last annual meeting of shareholders,. Four of the 10 nominees are women, representing 40% of the nominees proposed for election. Paul Weiss is retiring from the Board and will not stand for re-election.

Majority Voting in Director Elections

The Board has adopted a majority voting policy which requires that in an uncontested election of directors where the number of nominees equals the number of directors to be elected, any nominee who receives a greater number of votes “withheld” than “for” his or her election will tender a resignation to the Chair of the Board immediately following the shareholders’ meeting. The Nominating & Corporate Governance Committee will consider the resignation and except in exceptional circumstances will recommend that the Board accept it. The Board will make a decision and announce it in a press release within 90 days following the shareholders’ meeting. The Board will accept the resignation absent exceptional circumstances. The majority voting policy is available at www.torstar.com.

Proposed Nominees

The following table sets out the names of the proposed nominees for election as directors, together with information regarding each nominee as of March 9, 2020. The number of deferred share units (“DSUs”) owned by each nominee has been rounded down to the nearest whole unit. The listing of other board memberships in the table includes both public and non-public company boards. Public company boards (or equivalents) are denoted with a “(P)”. The record of attendance by directors at meetings of the Board and its Committees during 2019 is set out on page 10. For further information relating to the current directors, please see the section entitled “Directors and Officers” in Torstar’s 2020 Annual Information Form.

John Honderich is the Chair of the Board of Torstar. He is also Chair of the Torstar Voting Trust. He has served as Special Advisor to the Premier of Ontario on the future of the Greater Toronto Area and Creative Cities and also on the Attorney General’s panel on Justice and the Media from January 2005 to December 2006. Mr. Honderich served as the Toronto Mayor’s Special Ambassador on Urban Issues from May 2004 to February 2006. He served as Publisher of the Toronto Star from 1994 until May 2004. Prior to his appointment as Publisher, Mr. Honderich was Editor of the Toronto Star from 1988-1994. Mr. Honderich began his newspaper career with the Ottawa Citizen (1973-76). He joined the Toronto Star in 1976 as a reporter and eventually became chief of the Toronto Star’s Ottawa Bureau and later chief of the Washington Bureau. After serving as Deputy City Editor, he was appointed Business Editor of the Toronto Star in May 1984. In 1986, he moved to London, England, where he took several post graduate courses in economics and international trade at the London School of Economics. At the same time, he wrote Arctic Imperative, published in the fall of 1987 by the University of Toronto Press, in which he outlined the serious dangers threatening Canada’s North. Mr. Honderich graduated from the University of Toronto with a B.A. in Political Science and Economics (1968) and an LL.B. (1971). Mr. Honderich was appointed as a Member of the Order of Canada in 2004 and a Member of the Order of Ontario in 2006. He has received honorary degrees from Victoria University, Ryerson John A. Honderich University and the University of King’s College and was inducted into the Canadian News Hall of Fame in 2014, and received C.M., O. Ont. the Canadian Journalism Foundation Lifetime Achievement Award in 2019.

Toronto, Ontario, Canada Board and Committee Membership and Attendance # % Age 73 Board of Directors 7 of 7 100 Director since: May 5, 2004 Nominating & Corporate Governance Committee 2 of 2 100 Pension Committee 3 of 3 100 Also served as a director Audit & Financial Risk Committee 4 of 4 100 from January 1, 1995 Human Resources & Compensation Committee – Chair 4 of 4 100

to May 2, 2001 Other Board Memberships

Atkinson Foundation Martin Goodman Fellowship TD Jazz Festival Seneca College Nature United (Canada)

Securities Held or Controlled Class A Shares Class B Shares DSUs Total Minimum Shareholding Requirement Met? 1,458,356 3,452,609 211,412 5,122,377 Yes

6

Daryl Aitken is Owner of Fabric Spark, an online fabric store retailing to the maker market. From 2007 to 2012 she was Co- owner and President of Dashboard, a digital innovation agency. Prior to Dashboard, Ms. Aitken held several senior marketing roles including as Head of Marketing for eBay Canada, Executive Vice President and Managing Director Retail at BBDO Canada and General Manager, Marketing, at Eaton’s Canada. Ms. Aitken began her career and held senior roles at Oglivy & Mather Canada. Currently she is a member of the board of directors of Beautiful World Canada, a charitable organization that funds higher education for girls in Africa. She has also served on the boards of the Canadian Federation of Humane Societies, World Wildlife Fund Canada and the Canadian Marketing Association. She holds an Honours Bachelor of Arts degree from the University of Guelph.

Board and Committee Membership and Attendance # %

Board of Directors 7 of 7 100 Daryl Aitken Nominating & Corporate Governance Committee 2 of 2 100 Toronto, Ontario, Canada Human Resources & Compensation Committee 3 of 3 100 Age 61 Other Board Memberships Director since: July 28, 2015 Beautiful World Canada Securities Held or Controlled Class A Shares Class B Shares DSUs Total Minimum Shareholding Requirement Met? 1 0 170,507 170,508 Yes

Elaine Berger, the widow of Joseph S. Atkinson, is President of Starson Investments Limited and has been an executor of the Estate of Joseph S. Atkinson since 1968. She previously worked at the Toronto Star in an administrative role. Ms. Berger has represented the Starson Group’s Voting Trustee on the Torstar Voting Trust since 1968.

Board and Committee Membership and Attendance # % Board of Directors 7 of 7 100 Nominating & Corporate Governance Committee 2 of 2 100

Securities Held or Controlled Class A Shares Class B Shares DSUs Total Minimum Shareholding Requirement Met? 1 400 203,413 203,814 Yes Elaine Berger Toronto, Ontario, Canada *As described on page 3 of this Circular, Starson Holdings Inc. holds 3,107,240 Class A shares. Starson Holdings Inc. also holds Age 74 4,358,096 Class B non-voting shares. Starson Holdings Inc. is controlled by the executors of the Estate of Joseph S. Atkinson, one of whom is Elaine Berger. Director since: May 3, 2006

John Boynton is the President and Chief Executive Officer of Torstar and Publisher of the Toronto Star. Prior to Torstar, Mr. Boynton served as Chief Marketing Officer of Aimia Inc. from 2014 to 2017. Before joining Aimia, he worked at Rogers Communications Inc. for 12 years, most recently as Executive Vice President and Chief Marketing Officer. Prior to working for Rogers Communications, he held senior executive positions with a number of companies including Sprint Canada, AT&T Canada, Scott’s Hospitality and Pepsico. He is Co-Vice Chair of the Toronto Region Board of Trade and member of the board of the Canadian Marketing Association and a member of the board of the Canadian Cancer Society. Mr. Boynton is a graduate of the University of Western Ontario, Richard Ivey School of Business.

Board and Committee Membership and Attendance # % Board of Directors 7 of 7 100% Pension Committee 3 of 3 100%

Other Board Memberships John Boynton Canadian Marketing Association Toronto, Ontario, Canada Toronto Region Board of Trade Age 56 Canadian Cancer Society GRB Restaurants Director since: International News Media Association March 31, 2017 Securities Held or Controlled Class A Shares Class B Shares DSUs Total Minimum Shareholding Requirement Met? 1 45,000 0 45,001 *

*Required by March 31, 2022.

7

Campbell R. Harvey is Professor of Finance at Duke University in Durham, North Carolina. He served as President of the American Finance Association in 2016. He is also a Research Associate of the National Bureau of Economic Research in Cambridge, Massachusetts. Professor Harvey served as the Editor of The Journal of Finance from 2006-2012. Professor Harvey obtained his doctorate at the University of Chicago in business finance. He has served as visiting scholar at the Board of Governors of the Federal Reserve System. Professor Harvey is Partner and Senior Advisor to Research Affiliates, LLP, a company that oversees over $190 billion in investor assets. He also is the Investment Strategy Advisor to Man Group, LLC, the largest listed hedge fund group in the world. He has published over 150 scholarly articles on a number of topics including risk management, political risk, asset allocation, finance and growth, corporate governance and computer science. Professor Harvey has received eight Graham and Dodd Awards/Scrolls for excellence in financial writing from the CFA Institute. He won the best paper in the Journal of Portfolio Management in both 2015 and 2016. The American Accounting Association recently recognized Professor Harvey for publishing the best research paper in their field over the past five years. He teaches a course called Innovation and Cryptoventures, a multidisciplinary graduate school offering which focuses on blockchain technology. Professor Harvey is a Voting Trustee of the Torstar Voting Trust. Professor Harvey lives in the U.S. as a resident alien and is a Canadian citizen. Campbell R. Harvey Chapel Hill, North Carolina, USA Board and Committee Membership and Attendance # % Age 61 Board of Directors 6 of 7 86 Director since: May 8, 1992 Nominating & Corporate Governance Committee 2 of 2 100

Securities Held or Controlled

Class A Shares Class B Shares DSUs Total Minimum Shareholding Requirement Met? 1,458,360 3,016,404 292,002 4,766,766 Yes

Linda Hughes is the Lead Director of Torstar, and is Chancellor Emerita of the University of Alberta, having served as Chancellor from 2008 to 2012. For 15 years, from 1992 to 2006, Ms. Hughes was Publisher and CEO of The Edmonton Journal. From 2003 to 2005 Ms. Hughes held the role of General Manager Alberta for CanWest Media Works, which included responsibility for the CanWest newspapers and television operations in Alberta. Her career at The Edmonton Journal spanned 30 years and included serving as Editor-In-Chief, Editor of various departments and Parliamentary Reporter. Since retiring from The Journal, Ms. Hughes has been involved in community work including Chairing the Mayor’s Committee to End Homelessness in Edmonton and travelling to Bhutan to do volunteer consulting for the Observer newspaper. Ms. Hughes has served on the boards of the Royal Alexandra Hospital Foundation, the Edmonton Community Foundation, the Edmonton Homeless Commission, and the University of Alberta Board of Governors. In 2014 she was appointed to the Premier’s Advisory Committee on the Alberta Public Service. She served as Chair of Alberta Health Services from 2015 to 2019. Ms. Hughes graduated with an Honours BA from the University of Victoria. She has received honorary doctorates from Athabasca University, the University of Alberta, and the University of Victoria, and has been awarded Alberta’s Centennial Medal, the Arthur Kroeger College Award for Public Affairs Linda Hughes (Carleton University), a Lifetime Achievement Award from the YWCA and membership in Alberta’s Business Hall of Fame. She Edmonton, Alberta, Canada was inducted into the Alberta Order of Excellence in 2016.

Age 69 Board and Committee Membership and Attendance # %

Director since: November 3, 2010 Board of Directors 7 of 7 100 Audit & Financial Risk Committee 4 of 4 100 Human Resources & Compensation Committee 4 of 4 100 Nominating & Corporate Governance Committee - Chair 2 of 2 100

Securities Held or Controlled Class A Shares Class B Shares DSUs Total Minimum Shareholding Requirement Met? 1 0 245,983 245,984 Yes

Daniel Jauernig is Pressident & Chief Investment Officer of NCM Capital Inc., an investment management and holding company for private and publicly-traded assets in a broad range of industries with a particular focus on digital marketing, mobility as a service and financial services. Prior to NCM Capital, he was the President and COO of Element Fleet Management Corp. and the Chief Operating Officer of Element Financial Corporation, one of North America’s leading fleet management and equipment finance companies from 2014 to 2018. Prior to Element, Mr. Jauernig was the President and Chief Executive Officer of Classified Ventures, LLC, a provider of online classified advertising products such as Cars.com and Apartments.com, in the United States, from 2000 to 2014. From 1991 to 1999 he worked at Newcourt Credit Group Inc., where he served as Chief Financial Officer as well as President of the Newcourt Services division. Prior to Newcourt, Mr. Jauernig worked at Arthur Andersen’s Toronto office in its international taxation group from 1986 to 1991. He graduated from the University of Waterloo with a Bachelor of Mathematics (1988). He is an accredited Canadian Chartered Professional Accountant (formerly Chartered Accountant and Certified Management Accountant) and a United States Certified Public Accountant. Mr. Jauernig serves on the Board of Home Equity Bank, a federally regulated Schedule 1 Bank.

Daniel A. Jauernig Board and Committee Membership and Attendance # % Toronto, Ontario, Canada Board of Directors 7 of 7 100 Age 54 Audit & Financial Risk Committee - Chair 4 of 4 100

Director since: January 16, 2009 Other Board Memberships Home Equity Bank Splend Automotive Landlord Web Solutions Your Mechanic

Securities Held or Controlled Class A Shares Class B Shares DSUs Total Minimum Shareholding Requirement Met? 1 0 409,201 409,202 Yes

8

Alnasir Samji manages his own consulting practice, Alderidge Consulting Inc. He acted as Principal of Towers Perrin from 1988 to 2005 inclusive and is a Fellow of the Society of Actuaries and the Canadian Institute of Actuaries, with more than 40 years of experience in pension consulting. He has served in numerous voluntary positions, including as President of the Aga Khan Council for Ontario, Chair of the United Way of Toronto, a member of the Board of Trustees of United Way Centraide Canada, and Chair of Focus Humanitarian Assistance, Canada, an affiliate of the Aga Khan Development Network. He is currently a member of the Board of Trustees of CAAT Pension Plan. He holds a B.Sc. Mathematics, Computing Science, Operations Research and Statistics from Thames Polytechnic in the U.K.

Board and Committee Membership and Attendance # % Board of Directors 7 of 7 100 Audit & Financial Risk Committee 4 of 4 100

Pension Committee – Chair 3 of 3 100 Nominating & Corporate Governance Committee 2 of 2 100 Alnasir Samji Toronto, Ontario, Canada Other Board Memberships Age 69 CAAT Pension Plan Board of Trustees

Director since: March 1, 2009 Securities Held or Controlled

Class A Shares Class B Shares DSUs Total Minimum Shareholding Requirement Met? 1 0 229,458 229,459 Yes

Dorothy Strachan has been a partner at Strachan-Tomlinson Inc. for more than 30 years, providing process design and facilitation services to a range of regional, national and global clients. Strachan-Tomlinson’s services focus on core business functions such as strategic planning, issues analysis, board and committee development and program design. Ms. Strachan has also published on a number of topics related to her work, including “Making Questions Work” (2007), “Process Design: A Practical Guide” (2008), and “Managing Facilitated Processes” (2009). She holds a Bachelor of Arts degree and a Master of Arts degree from the University of Windsor.

Board and Committee Membership and Attendance # % Board of Directors 7 of 7 100 Human Resources & Compensation Committee 4 of 4 100

Securities Held or Controlled Dorothy Strachan Class A Shares Class B Shares DSUs Total Minimum Shareholding Ottawa, Ontario, Canada Requirement Met? Age 73 1 0 180,135 180,136 Yes Director since: May 8, 2013

Martin Thall serves as the President and Chief Executive Officer of the Thall Group of Companies, an investment holding company. He was formerly a systems analyst with the Toronto Star’s Network Services Group, where he gained extensive experience with the Toronto Star’s wide area and local area networks. He earned his bachelors degree in Mathematics and his Masters of Business Administration from York University. Mr. Thall is a Voting Trustee of the Torstar Voting Trust.

Board and Committee Membership and Attendance # % Board of Directors 7 of 7 100 Audit & Financial Risk Committee 4 of 4 100 Human Resources & Compensation Committee 4 of 4 100

Securities Held or Controlled Class A Shares Class B Shares DSUs Total Minimum Shareholding

Requirement Met? Martin E. Thall 2* 1,400* 216,286 217,688 Yes Toronto, Ontario, Canada Age 64 *As described on page 3 of this Circular, Thall Investments Inc. owns 1,458,324 Class A shares. Thall Investments Inc. also holds 1,017,772 Class B non-voting shares. Thall Investments Inc. is owned by Thall Holdings Corporation. Mr. Thall is a trustee and Director since: May 1, 2002 beneficiary of the trust that owns the common shares of Thall Holdings Corporation, and as a result, has a beneficial interest in the shares of Torstar owned by Thall Investments Inc. Mr. Thall is also a director of Thall Investments Inc., and the Voting Trustee for the Thall Group.

NOTES:

1. The information as to shares beneficially owned or over which control or direction is exercised is not within the knowledge of Torstar and has been furnished by the respective nominees, individually. 2. The Voting Trust has advised Torstar that the 9,722,556 Class A shares held by the Voting Trust will be voted in favour of the election of the nominees named above pursuant to the Torstar Voting Trust Agreement. 3. 1271948 Ontario Inc. has designated each current director that does not own Class A shares with the authority to direct and control (including the right to vote) one Class A share, provided such individual continues to be a director of Torstar. This designation may be withdrawn by 1271948 Ontario Inc. at any time in its discretion.

ADDITIONAL DISCLOSURE RELATING TO DIRECTORS

Common Directorships

As of March 9, 2020, none of the proposed Board nominees serve on the same board of directors of a publicly listed company.

9

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the knowledge of Torstar, no director nominee is, or within the last 10 years has been, a director, chief executive officer or chief financial officer of any company that: (a) while that person was acting in that capacity, was the subject of a cease trade or similar order or an order that denied the company access to any exemption under securities legislation for a period of more than 30 consecutive days, or (b) was subject to a cease trade or similar order or an order that denied the company access to any exemption under securities legislation, for a period of more than 30 consecutive days, that was issued after that person ceased to be a director, chief executive officer or chief financial officer, but which resulted from an event that occurred while that person was acting in that capacity.

To the knowledge of Torstar, no director nominee is, or within the last 10 years has been, a director or executive officer of any company that, while the individual was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Summary of 2019 Board and Committee Meetings and Attendance of Directors

The following table summarizes the Board and Committee meetings held during 2019, and the attendance of the current directors at those meetings.

Board Audit & Human Resources Nominating & Pension Total Financial Risk & Compensation Corporate Meetings Governance Attended

Director # % # % # % # % # % % Daryl Aitken 7/7 100 - - 3/3(3) 100 2/2 100 - - 100 Elaine Berger 7/7 100 - - - - 2/2 100 - - 100 John Boynton 7/7 100 ------3/3 100 100 Campbell Harvey 6/7 86 - - - - 2/2 100 - - 89 John Honderich(2) 7/7 100 4/4 100 4/4(1) 100 2/2 100 3/3 100 100 Linda Hughes 7/7 100 4/4 100 4/4 100 2/2(1) 100 - - 100 Daniel Jauernig 7/7 100 4/4(1) 100 ------100 Alnasir Samji 7/7 100 4/4 100 - - 2/2 100 3/3(1) 100 100 Dorothy Strachan 7/7 100 - - 4/4 100 - - - - 100 Martin Thall 7/7 100 4/4 100 4/4 100 - - - - 100 Paul Weiss 7/7 100 4/4 100 - - - - 3/3 100 100

1. Committee Chair. 2. John Honderich is the Chair of the Board. 3. Daryl Aitken joined the Human Resources & Compensation Committee in February 2019.

DIRECTOR COMPENSATION

Compensation of Directors

Directors’ compensation is reviewed on an annual basis by the Board, with any changes based on the recommendation of the Nominating & Corporate Governance Committee. The Chair makes a recommendation to the Nominating & Corporate Governance Committee each year, with a view to maintaining a reasonable level of compensation for the directors. The Chair considers public survey information regarding fees payable to members of other public company boards in Canada in making his recommendation. The compensation of Torstar’s directors was not increased in 2019 and has not been increased since the beginning of 2006, except for an increase to the Audit & Financial Risk Committee Chair annual retainer in 2011. The DSU portion of the annual retainer was temporarily reduced by $10,000 from January 1, 2009 until January 1, 2011. Directors who are employees of Torstar or any subsidiary are not compensated for service on the Board. As described below, each director can elect to receive up to 100% of the retainer and attendance fees that would otherwise be payable in cash in the form of DSUs. Beginning in the second quarter of 2016, the cash portion of the annual retainer was reduced by $10,000 and the DSU portion was increased by $10,000.

10 In 2019, non-employee directors were entitled to the following compensation:

Type of Compensation Amount ($) Director Annual Retainer: Cash $10,000 DSUs $45,000 Chair of the Board Annual Retainer $275,000(1) Lead Director Annual Retainer $10,000 Committee Chair Annual Retainer: Audit & Financial Risk Committee $15,000 Other Committees $3,500 Committee Member Annual Retainer $3,000 Board Meeting Attendance Fee: In person $1,500 By telephone $750 Committee Meeting Attendance Fee: In person $1,250 By telephone $625

1. $45,000 of the annual retainer was in the form of DSUs. The Chair does not receive any other fees as a director. 2. For directors resident in the United States (Campbell Harvey) all of the cash amounts set out above were paid in US dollars without exchange rate adjustment. 3. Directors are also entitled to a fee of up to $1,500 per day (or part thereof) for special attendance at and advice to Torstar as authorized by the Chair, and to reimbursement for reasonable travel and out-of-pocket expenses incurred in attending Board and Committee meetings.

Share-Based Compensation

Directors receive DSUs as part of their compensation. The issuance of DSUs is intended to promote greater alignment of interests between the directors and the shareholders. A DSU represents a right to receive, upon retirement from the Board, a cash payment equal to the value of one Class B non-voting share of Torstar. Under the directors’ deferred share unit plan (“DSU Plan”) additional DSUs are received as dividend equivalents in respect of DSUs held by directors. DSUs cannot be redeemed for cash until the director retires from the Board. The issuance of DSUs to directors provides them with an ongoing equity stake in Torstar throughout their respective periods of Board service. In 2019, each director was granted an annual DSU retainer with a value at the time of grant of approximately $45,000. The retainer is paid quarterly and is reduced for directors who join or leave the Board mid-year. Accordingly, each quarter, a number of DSUs equal to the number of Class B non-voting shares of Torstar that could be purchased for a dollar amount equal to the quarterly board retainer is credited to the account maintained for each non-employee director. In addition, directors have the option to receive up to 100% of their annual cash retainer and meeting fees in the form of DSUs.

The following table sets out the compensation earned in 2019 by each of the non-employee directors.

Name Fees earned or paid in cash Share-based awards(2) All other compensation(3) Total ($) ($) ($) ($)

John Honderich 230,000 45,000 - 275,000 Daryl Aitken 31,250 45,000 - 76,250 Elaine Berger 25,250 45,000 - 70,250 Campbell Harvey(1) (4) 29,430 45,000 - 74,430 Linda Hughes(4) 54,750 45,000 - 99,750 Daniel Jauernig(4) 35,250 45,000 - 80,250 Alnasir Samji 43,500 45,000 - 88,500 Dorothy Strachan 27,750 45,000 - 72,750 Martin Thall 35,750 45,000 - 80,750 Paul Weiss 48,875 45,000 - 93,875 Total: 561,805 450,000 - 1,011,805

1. Non-share-based awards for Campbell Harvey were paid in US dollars. Cash amounts shown for Mr. Harvey were converted to Canadian dollar equivalents based on the following exchange rates for payments made in each quarter: $1.3363 for the first quarter; $1.3087 for the second quarter; $1.3243 for the third quarter; and $1.2988 for the fourth quarter of 2019.

11 2. Share-based awards reflect DSUs granted to the directors and the amount stated is based on the grant date fair value of the award and not the value of the DSUs held as of December 31, 2019. The number of DSUs issued for the award of the $45,000 grants was based on the December 31, 2018 share price, which was $0.79. 3. In addition, the directors also received DSUs as dividend equivalents automatically credited under the Directors’ DSU Plan. Disclosure of the dividend equivalent amounts earned from DSUs that were issued to the directors in 2019 and prior years is not required as the dividend equivalents were factored into the fair value of the DSUs at the time they were issued. For information, the dividend equivalent amounts for 2019 are set out in Note 1 to the table on page 13 under the heading “Value Vested or Earned During the Year”. 4. Mr. Jauernig and Mr. Harvey elected to receive all of their cash fees in the form of DSUs, and Ms. Hughes elected to receive 80% of her cash fees for the last three quarters of the year in the form of DSUs. This resulted in the following cash fees being granted in the form of DSUs: Daniel Jauernig ($35,250), Campbell Harvey ($29,430) and Linda Hughes ($32,500). The number of DSUs that each director elected to receive in DSUs as opposed to cash was determined by the closing price of Torstar’s Class B non-voting shares on the last trading day of the quarter in which such fees were earned, being $0.87 for March 31, 2019, $0.92 for June 30, 2019, $0.86 for September 30, 2019 and $0.43 for December 31, 2019. 5. As of December 31, 2019, the total number of DSUs held by each current non-employee director was as follows: John Honderich (211,412); Daryl Aitken (170,507); Elaine Berger (203,413); Campbell Harvey (292,002); Linda Hughes (245,983); Daniel Jauernig (409,201); Alnasir Samji (229,458); Dorothy Strachan (180,135); Martin Thall (216,286); and Paul Weiss (209,353). 6. In 2019, some directors attended additional meetings and provided special advice at the request of the Chair and were entitled to receive additional fees for such assistance. These fees are included in the amounts shown above, where applicable. 7. Directors are also entitled to be reimbursed for reasonable travel and out-of-pocket expenses incurred in attending meetings. The above table does not include these expenses. 8. The CEO receives no additional compensation for serving as a director.

Directors’ Minimum Shareholding Requirements

To further align directors’ interests with those of shareholders, the Board has adopted a minimum shareholding requirement for non-employee directors. Each non-employee director is required to hold shares, DSUs or a combination thereof with a value of at least $180,000 (more than three times the 2019 annual retainer). In order to reduce the need to continuously monitor and adjust holdings based on fluctuations in the market price, for the purposes of these requirements the value of the shares and DSUs is determined based on the greater of the current market value of the shares and the director’s acquisition cost. Directors have a period of four years from their date of election to the Board to achieve the minimum shareholding requirement. Until this minimum ownership level is reached, directors are required to take the cash portion of the annual base retainer in the form of DSUs.

Directors’ Equity Ownership

All of the current non-employee directors currently hold shares and/or DSUs in excess of the minimum requirement.

The table below sets out each current non-employee director’s equity ownership interest in Torstar as at December 31, 2019, and includes changes in ownership since December 31, 2018. The table reflects the year end market value and not the value as determined for the purposes of the minimum shareholding requirement, which takes into account the acquisition cost of the shares and DSUs. The table below does not include the Class A shares referred to in note 3 on page 9 over which certain of the directors exercise direction and control pursuant to the designation by 1271948 Ontario Inc.

Market Value Equity Ownership as at Equity Ownership as at Net Change in of Equity Minimum December 31, 2018 December 31, 2019 Equity Ownership Holdings as Ownership Name Class A Class B Class A Class B Class A Class B at December Level Met? Shares shares DSUs Shares shares DSUs Shares shares DSUs 31, 2019 (#) (#) (#) (#) (#) (#) (#) (#) (#) ($)

John Honderich(4) 1,458,356 3,452,609 140,908 1,458,356 3,452,609 211,412 - - 70,504 2,202,622 Yes Daryl Aitken 0 0 103,290 0 0 170,507 - - 67,217 73,318 Yes Elaine Berger 0 400 133,551 0 400 203,413 - - 69,862 87,640 Yes Campbell Harvey(4) 1,458,360 3,016,404 173,041 1,458,360 3,016,404 292,002 - - 118,961 2,049,709 Yes Linda Hughes 0 0 123,223 0 0 245,983 - - 122,760 105,773 Yes Daniel Jauernig 0 0 260,426 0 0 409,201 - - 148,775 175,956 Yes Alnasir Samji 0 0 157,503 0 0 229,458 - - 71,955 98,667 Yes Dorothy Strachan 0 0 112,144 0 0 180,135 - - 67,991 77,458 Yes Martin Thall 2 1,400 145,390 2 1,400 216,286 - - 70,896 93,606 Yes Paul Weiss 0 0 139,014 0 0 209,353 - - 70,339 90,022 Yes

1. Information as to shares beneficially owned, or shares over which control or direction is exercised, is not within the knowledge of Torstar and therefore has been provided by each director. 2. The value of a DSU is equal to the value of a Class B non-voting share of Torstar. The market value of DSUs was calculated based on the closing price of Class B non-voting shares on the TSX on December 31, 2019, which was $0.43. DSUs have been rounded down to the nearest whole number. 3. The market value of the Class A shares was calculated based on the closing price of Class B non-voting shares on the TSX on December 31, 2019, which was $0.43. 4. The Class A shares and Class B non-voting shares shown as owned by John Honderich and Campbell Harvey include shares controlled by them on behalf of the Honderich Group and the Campbell Group, respectively. 5. Further information regarding the CEO’s minimum share ownership is provided under the heading “Share Ownership Requirements” on page 24.

12 Director Share-Based Awards

Share-based awards are made to each director under the DSU Plan, as described above. Information regarding the DSUs issued to each director during 2019 is described in the table “Value vested or earned during the year under incentive plan awards” below.

Value Vested or Earned During the Year

The table below sets out the aggregate dollar value vested or earned during 2019 with respect to share-based awards made to non-employee directors. The amount reflects the aggregate value of DSUs issued to the directors in 2019, including the annual DSU retainer and cash fees which some directors elected to receive in the form of DSUs. These amounts are disclosed in the table on page 11 and related notes relating to compensation earned by the current non- employee directors in 2019, and are not additional compensation.

VALUE VESTED OR EARNED DURING THE YEAR UNDER INCENTIVE PLAN AWARDS

Name Share-based awards – Value vested during 2019(1) ($) John Honderich 45,000 Daryl Aitken 45,000 Elaine Berger 45,000 Campbell Harvey 74,430 Linda Hughes 77,500 Daniel Jauernig 80,250 Alnasir Samji 45,000 Dorothy Strachan 45,000 Martin Thall 45,000 Paul Weiss 45,000

1. Directors were also issued DSUs in respect of dividend equivalents automatically credited under the Directors’ DSU Plan. Disclosure of these amounts is not required as the dividend equivalents were factored into the fair value of the DSUs at the time they were issued. For information, the dividend equivalent amounts for 2019 are as follows: John Honderich ($11,946); Daryl Aitken ($9,045); Elaine Berger ($11,379); Campbell Harvey ($15,012); Linda Hughes ($10,819); Daniel Jauernig ($21,722); Alnasir Samji ($13,226); Dorothy Strachan ($9,728); Martin Thall ($12,292); and Paul Weiss ($11,800). The number of DSUs issued as dividend equivalents was determined by the closing price of Torstar’s Class B non-voting shares on the last trading day of the quarter in which such dividends were paid on Class B non-voting shares, being $0.87 for March 31, 2019, $0.92 for June 30, 2019, and $0.86 for September 30, 2019.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION & ANALYSIS

Human Resources & Compensation Committee

Torstar has established the Human Resources & Compensation Committee (formerly the Salary & Organization Committee) to oversee executive compensation programs for senior officers. The following directors served on the Committee during 2019. All have been determined by the Board to be independent:

John Honderich, Chair Linda Hughes Dorothy Strachan Martin Thall Daryl Aitken

The responsibilities of the Committee include, among other things, determining compensation and material terms of employment for senior executives; reviewing succession and development plans; making recommendations to the Board on significant organizational changes, the appointment of senior officers and changes in executive benefit programs; and reviewing and approving corporate goals and objectives relevant to compensation of the CEO, reviewing the performance of the CEO in light of the approved goals and objectives, and determining for recommendation to the Board the CEO’s compensation based on this evaluation. The Committee’s responsibilities 13 are more particularly described in Schedule 2 and in the Committee mandate available on our website at www.torstar.com.

Members of the Committee have gained relevant skills and experience with respect to their responsibilities for executive compensation through holding a variety of senior executive management roles, including as Executive Vice President, Publisher or CEO of a business with the HR and Finance functions reporting directly to them. In connection with their past roles, most Committee members have managed and implemented a variety of compensation policies and programs.

Risk Management

The Committee considers risk management in the context of its oversight of compensation programs. Torstar’s compensation programs balance risk through a variety of measures, including: (a) the use of a variety of performance metrics to balance the need to drive results in the particular business units with the desire to support the long-term growth of Torstar overall; (b) a focus on performance-based plans for senior executives; (c) the use of caps on short- term incentive payouts; (d) a mix of short and longer-term incentives for senior executives, with significant weighting on medium and long term incentives with appropriate vesting for the named executive officers (“NEOs”) to mitigate the risk of achieving short-term goals at the expense of long-term shareholder value; and (e) minimum share ownership guidelines for the CEO and CFO to create further alignment with shareholder interests. The Committee has not identified any risks associated with Torstar’s compensation policies and practices which are reasonably likely to a have material adverse effect on Torstar.

Torstar’s Insider Trading Policy prohibits insiders (including the NEOs and Torstar’s directors) from purchasing financial instruments designed to hedge a decrease in the market value of equity securities granted as compensation or held directly or indirectly by them.

Objectives of the Executive Compensation Program

Torstar’s compensation program is designed to attract, motivate, reward and retain qualified executives. The objectives are to: provide competitive compensation plans; pay for performance by rewarding the achievement of individual performance as well as annual and long-term financial results and strategic objectives; and ultimately, to align the interests of our executives with our shareholders by rewarding performance that increases shareholder value. We use variable compensation programs that link compensation to: (i) individual performance of the executive against pre-established personal goals and objectives; (ii) business-unit performance based on objective business performance metrics; and (iii) the overall performance of Torstar. As an executive officer’s level of responsibility increases, a greater percentage of total potential compensation comes from the variable compensation plans – the annual incentives and longer term incentives. For the NEOs, the Committee has established a program that is heavily weighted towards variable compensation. The compensation programs of each NEO are designed to appropriately balance the need to drive results in their own business unit as well as to support the long-term growth of Torstar overall.

As discussed in more detail below, Torstar’s compensation program has four primary elements: base salary, annual incentives, longer-term incentives and pension. The combination of elements is designed to encourage employees to achieve strong short-term results while also being motivated to meet longer-term goals and objectives. Torstar also encourages share ownership by its executives. Torstar has minimum share ownership requirements in place for the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). These requirements are described in more detail below.

The Committee believes that Torstar’s programs are reasonable, fair to both executives and shareholders, and competitive with compensation available at other media and publishing companies.

14 Named Executive Officers

The NEOs for 2019 were:

Name Title

John Boynton President & Chief Executive Officer, Torstar & Publisher, Toronto Star Lorenzo DeMarchi Executive Vice-President & Chief Financial Officer, Torstar

Ian Oliver Executive Vice President, Torstar & President, Community Brands & Operations Neil Oliver Executive Vice President, Torstar & President, Daily News Brands Marie E. Beyette Senior Vice-President, General Counsel & Corporate Secretary, Torstar

2019 Compensation Program

Torstar’s 2019 compensation programs were designed to take into account the individual objectives and circumstances of its various operating businesses. The mix of executive compensation programs is focused on short- term incentives for annual performance based on line-of-sight goals, and long-term incentives based on Torstar share performance through share options (“Share Options”) and restricted share units (“RSUs”).

Compensation Review Process for Named Executive Officers

The Human Resources & Compensation Committee is responsible for overseeing the executive compensation programs for NEOs and for determining individual compensation for the NEOs with base salaries of $350,000 or more. The Committee is assisted by external compensation consultants and input from management.

Compensation Consultants

The Human Resources & Compensation Committee engaged Towers Watson effective March 2014 to provide advice on executive compensation matters. In January 2016, Towers Watson merged with Willis Group Holdings to become Willis Towers Watson Public Limited Company (“Willis Towers Watson”). During 2019, the Committee met with Willis Towers Watson to discuss trends, practices and developments in executive compensation. Willis Towers Watson attended a key meeting of the Committee and the Committee held an executive session with Willis Towers Watson at such meeting in the absence of management.

The table below shows the fees billed by Willis Towers Watson over the last two years. As indicated below, Willis Towers Watson and its related companies provided certain services directly to Torstar in addition to the executive compensation services provided to the Committee. The Human Resources & Compensation Committee is not required to pre-approve these other services. The Committee has considered the nature of these other services and reviewed various factors in considering the independence of Willis Towers Watson, including that the executive compensation consultants report directly to the Committee, and determined that there was no business or personal relationship in place that would impact the independence of the executive compensation advice provided by the consultants.

Fees(1) Fees Paid in 2018 Fees Paid in 2019 Executive Compensation-related fees $44,100 $12,600 All other fees(2) $1,734,100 $1,413,800

(1) Fees have been rounded to the nearest $100. (2) For 2019, other fees for Willis Towers Watson consisted of $649,500 for delegated investment management services, $259,100 for benefits consulting and products to Torstar business units, and $505,200 for actuarial and other services in respect of Torstar pension plans. For 2018, other fees for Willis Towers Watson consisted of $362,800 for delegated investment management services, $353,600 for benefits consulting and products to Torstar business units, and $1,017,700 for actuarial and other services in respect of Torstar pension plans. In 2019 and 2018 benefits consulting provided to Torstar business units and other services in respect of the Torstar pension plans included work related to the proposed merger with the Colleges of Applied Arts & Technology Pension Plan.

15 Review Process & Role of Management

The Committee reviews the CEO’s compensation annually and recommends it for approval to the Board. The Committee reviews and approves the compensation for the other NEOs with base salaries of $350,000 or more, and for the Corporate Secretary. Compensation for NEOs whose base salary is less than $350,000 (other than the Corporate Secretary) is not required to be approved by the Committee but is subject to review by the CEO with the Chair.

The Chair recommends the CEO’s compensation to the Committee. He reviews the recommendation in advance with the compensation consultant if any significant changes are proposed. For the other NEOs, the CEO recommends the initial compensation and annual adjustments to the Chair, or to the Committee following consultation with the Chair, as applicable. He receives assistance from the compensation consultants if any significant changes are proposed.

The Committee is provided with a summary chart for each NEO which sets out for each element of compensation the amounts earned under the prior year’s incentive programs, as well as any proposed adjustments for the current year. It includes past and current year’s base salary, target and maximum annual incentive opportunity, and the actual (or proposed) payout, and long-term non-equity incentive payouts. Where a proposed adjustment is significant, the Committee considers the rationale for the adjustment and the compensation consultant’s view on its appropriateness within the marketplace.

In making annual compensation decisions, management and the Committee (or the CEO and the Chair, where applicable) generally consider the executive’s performance against individual financial and non-financial objectives, together with subjective factors such as the industry and general economic environment in which the results were achieved. This enables the Committee (or the CEO and the Chair, as applicable) to exercise discretion in order to take a flexible rather than formulaic approach to compensation, which permits adjustments deemed appropriate to reflect the general industry environment and market conditions as well as any specific or individual circumstances.

Benchmarking

The Committee typically obtains feedback from its external compensation consultant to assist in setting the initial compensation for an NEO and any subsequent significant changes to compensation. For the NEOs with base salaries of $350,000 or more, the Committee discusses the initial proposed compensation and any significant changes with the compensation consultant to confirm the consultant’s views regarding its reasonableness and competitiveness.

The Committee has not conducted a recent detailed compensation review with benchmarking data for its NEOs. Most of the NEOs have been with Torstar for several years. In the case of Mr. Boynton, his compensation was set based on the compensation payable to the previous CEO. Neil Oliver’s compensation for his current role was determined based on internal benchmarking for other senior roles within Torstar.

A detailed review of CFO compensation was conducted for Mr. DeMarchi when he was initially appointed to this role in 2009, and it was updated in 2011 to reflect general market changes. His overall compensation was targeted to be near the 50th percentile of the market considering the three comparator groups described below. A further detailed review has not been conducted since 2011, as there have not been any significant changes in compensation under consideration for the CFO. The benchmark analysis considered the value of the overall compensation arrangement including base salary, annual incentive opportunities, long term incentives and the value of pensions. A detailed review of compensation was also conducted in 2009 for Ian Oliver. His compensation was also generally targeted to be near the 50th percentile considering all three comparator groups. Further detailed reviews for Ian Oliver have not been conducted since 2009, as there have not been any significant changes in his compensation under consideration.

The benchmarking for Mr. DeMarchi and Ian Oliver looked at three comparator groups: Canadian media organizations, consumer facing organizations, and general industry organizations with similar levels of revenue. The companies included in the comparator groups varied based on availability of the data, and the position under review. In addition to the publicly disclosed data, comparison was also made to data from proprietary compensation surveys including general industry and industry-specific surveys. These reviews were used primarily to assess whether or not the proposed compensation packages for these NEOs, including to some degree the mix, type and quantum of compensation, were reasonable and competitive. The specific mix, type and quantum of compensation was set also taking into consideration the programs in place at Torstar.

16 The comparators used in the 2009 review for the CFO (and also reflected in the 2011 update) were:

• Publicly traded Canadian Media companies, represented by: Quebecor Inc., Shaw Communications Inc., Cinram International Inc., Yellow Pages Income Fund, Groupe Aeroplan Inc., Cogeco Inc., Astral Media Inc., Cineplex Galaxy Income Fund, CORUS Entertainment Inc. • Publicly traded Canadian Consumer Facing companies, represented by: Dorel Industries Inc., Cinram International Inc., Jean Coutu Group, Tim Hortons Inc., Cott Corporation, Manitoba Telecom Services Inc., Canada Bread Ltd., Yellow Pages Income Fund, Groupe Aeroplan Inc., North West Co Fund, Gildan Activewear Inc., Colabor Group Inc., Cogeco Inc., Astral Media Inc., Cineplex Galaxy Income Fund, CORUS Entertainment Inc. • Mercer’s Mid-Size General Industry Group, represented by a selection of 55 mid-sized companies which provided a cross-section of organizations which is intended to be consistent with the industry mix in the TSX Composite Index. The selected companies ranged in revenue from $264 million to $2.7 billion.

The comparators used in the 2009 reviews for Ian Oliver were:

• Publicly traded Canadian Media companies, represented by: Quebecor Inc., Shaw Communications Inc., Canwest Global Communications, Cinram International Inc., Yellow Pages Income Fund, Groupe Aeroplan Inc., Cogeco Inc., Astral Media Inc., Cineplex Galaxy Income Fund, CORUS Entertainment Inc. • Publicly traded Canadian Consumer Facing companies, represented by: Dorel Industries Inc., Cinram International Inc., Jean Coutu Group, Tim Hortons Inc., Cott Corporation, Manitoba Telecom Services Inc., Canada Bread Ltd., Yellow Pages Income Fund, Groupe Aeroplan Inc., North West Co Fund, Gildan Activewear Inc., Colabor Group Inc., Cogeco Inc., Astral Media Inc., Cineplex Galaxy Income Fund, CORUS Entertainment Inc. • Mercer’s Mid-Size General Industry Group, represented by a selection of 60 mid-sized companies which provide a cross-section of organizations which is intended to be consistent with the industry mix in the TSX Composite Index. The selected companies range in revenue from $437 million to $2.3 billion.

Additional proprietary information regarding Canadian media companies was also considered in the advice provided by the external compensation consultants.

Elements of 2019 Executive Compensation Program

There are four primary elements of compensation:

• Base salary • Annual incentives • Longer-term incentives (RSUs and Options) • Pensions

Each element is considered as part of the total compensation package for each executive. The Committee has not established a fixed policy of general application regarding the mix of base salary, annual incentives and longer-term incentives to be paid or awarded to the NEOs and other senior executives. This allows the Committee to be flexible in tailoring the compensation mix for each executive to the particular circumstances in effect at the time. However, as indicated above, the Committee believes that a greater percentage of compensation for the NEOs and other senior executives should come from the variable, performance-based plans, and the mix of compensation should be structured to balance the need to drive results in the particular business unit as well as to support the long-term growth of Torstar overall.

In designing the total compensation and mix of elements for each executive, management and the Committee consider a number of factors including the responsibilities of the position, the characteristics of the business unit, previous total compensation levels and mix for that position (where applicable), the total compensation and mix in place for other senior executives, the market environment, and individual circumstances. For the NEOs with a base salary of $350,000 or more, the Committee also considers the view of its compensation consultant regarding the reasonableness of the total compensation in light of available market data. The total compensation and the overall mix of compensation is designed to be competitive with the relevant market data of comparators. Depending on the circumstances, there may be an informal internal review of comparable positions in other companies, or a more formal market review by the Committee’s compensation consultant as described under “Benchmarking” above. In addition, in some cases the total compensation and mix of elements are the result of specific negotiations as part of the recruitment of key executives. In these cases, consideration is also given to the importance of the position to be filled, the qualifications of the candidate and the level of compensation required to attract the candidate.

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The following chart sets out a summary of significant elements of NEO compensation for 2019, including the objective served by each element and how each element fits into Torstar’s executive compensation program.

Element Performance Description Period Base salary Annual Base salary is set based on the NEO’s experience, level of responsibility and competitive market environment. It is typically reviewed annually in relation to the state of the economy in the relevant markets and the general marketplace. Increases are based on such reviews as well as individual and corporate performance. The objective is to link the amount of any increase to an individual’s past performance and contribution to Torstar and competitive market conditions.

Annual Incentives 1 Year Annual cash incentives provide an incentive to achieve, and use a balanced scorecard approach based on Torstar (or the relevant business division) meeting predetermined financial targets and key performance indicators, and the NEO meeting personal objectives. Each NEO has a target and a maximum incentive opportunity expressed as a percentage of base salary. The annual incentive plan ties compensation directly to achievement of annual financial, operating and personal performance goals, and is designed to drive the outcomes desired as part of the company’s transformation initiatives.

Longer-term incentives Longer term awards are generally made once each year.

Restricted share units (RSUs) 3 Years An RSU is a unit equal in value to a Class B non-voting share of Torstar. Awards are made based on the average value of Torstar’s Class B non-voting shares on the 10 trading days before the grant. For 2017 and prior years, awards were made based on the average value of Torstar’s Class B non- voting shares on the 30 trading days before the grant. RSUs generally vest at the end of a 3-year period. Upon vesting, participants receive a cash payment equal to the value of an equal number of Torstar Class B non-voting shares at the time of vesting. The value of the RSU award depends on the price of Torstar’s Class B non-voting shares at the end of the 3-year period.

Share Options 10 Years Share Options have a 10-year term and vest over four years in equal annual installments. The value of vested options depends upon appreciation of Torstar’s Class B non-voting shares during the 10- year option period. The Share Option Plan is designed to align the interests of executive officers with the interests of shareholders and to enhance retention.

Pensions N/A Pensions are an element of Torstar’s compensation program designed to enhance retention and reward long-term service. Benefits are paid from two sources – the Colleges of Applied Arts & Technology Pension Plan (the “CAAT Plan”) and a supplementary retirement income plan (SRIP). The NEOs receive a portion of their benefits from the CAAT Plan (not exceeding the amounts permissible under applicable tax laws) and the balance from the SRIP. SRIP benefits are paid as a one-time lump sum upon retirement. SRIP benefits are payable either through the SRIP Legacy, which was closed to new members in 2008, or the DC SRIP. The SRIP is subject to a vesting condition which applies to all benefits earned after January 1, 2008, and provides that only half of the benefits to which the plan member would have otherwise been entitled will vest prior to age 50. The remaining 50% will vest gradually between the ages of 50 and 55, and after age 55 the benefits are fully vested. Members who voluntarily resign or are terminated with cause prior to age 55 forfeit all unvested benefits. Members who are terminated without cause are credited with unvested benefits. Pension entitlements and programs are further described below under “Pension Plan Benefits”.

Benefits & Perquisites

Although they are not described in the above chart and are not considered to be a significant element of our compensation program, the NEOs are entitled to receive certain benefits and perquisites. These include health and dental benefits, short and long term disability benefits, life insurance, car allowances (or the provision of a company car), parking, vacation and club memberships.

The table below shows the target pay mix of base salary, annual incentives and longer-term incentives for the NEOs for 2019.

2019 NEO TARGET PAY MIX Name Percentage of Target Total Direct Compensation Base Salary Annual Incentives RSUs Share Options % of Pay at Risk (STIP) John Boynton 34% 34% 21% 11% 66% Lorenzo DeMarchi 40% 27% 21% 12% 60% Ian Oliver 46% 31% 15% 8% 54% Neil Oliver 51% 34% 10% 5% 49% Marie Beyette 56% 28% 10% 6% 44%

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Base Salary

Torstar believes that base salary is a necessary element of compensation to attract, motivate and retain executives. Base salaries are reviewed each year in relation to the state of the economy in the relevant markets and the general marketplace as well as the state of the business. Increases are based on these reviews as well as individual and corporate performance and, from time to time, review of competitive market data for specific positions. The objective is to link the amount of any increase to an individual’s performance and contribution to Torstar and competitive market considerations.

None of the NEOs or other senior executives on Torstar’s executive leadership team received a base salary increase in 2018 or 2019.

Annual Incentives

Torstar believes that its annual incentive plan is an important motivating element for senior executives. It provides an incentive to achieve annual financial and individual performance objectives. The plan ties compensation directly to achievement of annual financial and operational goals. The range of potential incentives is based on a percentage of base salary and is reviewed annually. The NEOs each have a target-based annual incentive program, whereby achievement of target performance delivers a target payout amount, with a maximum threshold for circumstances where the target is exceeded. The target and maximum incentive entitlements vary for the NEOs. The plan design uses a balanced scorecard approach. The metrics include financial metrics (a combination of revenue and adjusted EBITDA), key performance indicators (including consumer, client, and employee-related metrics) and personal objectives (including demonstration of core company values). This approach was designed to focus executives on meeting pre-determined operational key performance indicators, as well as pre-determined financial targets, and to increase the connection between executive compensation and the outcomes desired as part of the company’s transformation initiatives.

The Committee approves the financial and key performance indicator targets for each year. The targets and associated performance bands within which an incentive is payable are designed to achieve an appropriate balance between being motivational and ambitious in the context of a challenging industry environment. The specific personal performance objectives for the CEO are reviewed and approved at the beginning of each year by the Board on the recommendation of the Committee. The personal performance objectives for the other NEOs are reviewed and approved by the CEO in consultation with each NEO, and are generally expected to be reasonably achievable over the course of the year.

After the end of each year, the Committee reviews the payments to be made to the NEOs under the annual incentive plan. As part of this review, the CEO reviews his discretionary judgments about personal performance ratings for the other NEOs with the Committee, and his recommendations for the payments to be made to the NEOs under the annual incentive plan, including, if applicable, any special adjustments contemplated to address unique circumstances. In assessing personal performance against the objectives developed with each NEO, the rating given reflects an overall assessment of performance taking into account the individual objectives, and includes consideration of any intervening events that may have arisen over the course of the year which had an impact on the NEO’s ability to meet the original objectives, and any new objectives that were mutually agreed to during the year. The CEO, in consultation with the Chair, is required to approve the annual incentives to be paid to NEOs with base salaries of less than $350,000. For 2019, the Committee reviewed and approved the annual incentives to be paid to each of the NEOs other than the CEO. In the case of the CEO, the Chair of the Board makes recommendations to the Committee regarding the personal performance rating for the CEO and the payments to be made to the CEO under the annual incentive plan. These recommendations are considered by the Committee and a recommendation is made to the Board. The Board considers the recommendation and ultimately approves the amount of the CEO’s annual incentives.

For the 2019 annual incentive plan, the Committee used adjusted EBITDA and revenue as the financial metrics, with 25% of this incentive component being based on achievement of the revenue target and 75% based on achievement of the adjusted EBITDA target. The Committee believes adjusted EBITDA is a relevant proxy for the amount of cash generated by Torstar’s ongoing operations (or by a reporting unit or business segment). Torstar calculates adjusted EBITDA as operating revenue, less salaries and benefits and other operating costs, as presented on the consolidated

19 statement of income, and excludes stock-based compensation, restructuring and other charges and impairment of assets. Restructuring and other charges and impairment of assets are eliminated as these activities are not related to ongoing operations as of the end of the period. The exclusion of impairment of assets also eliminates the non-cash impact. Stock-based compensation is excluded as it also has a significant non-cash component. Torstar’s definition of adjusted EBITDA also includes the proportionately consolidated results for joint ventures and, for the CEO and CFO, our 56% interest in VerticalScope.

The annual incentive targets and results for each NEO are more particularly described below. The specific financial and key performance indicator target objectives for the performance of Torstar and the Daily Brands and Community Brands segments have not been provided as this information is competitively sensitive and its disclosure could have a detrimental impact on our competitive position and thus be of serious prejudice.

The table below sets out the target annual incentive entitlements for 2019 (as a percentage of base salary, rounded to the nearest whole number) for each of the NEOs, and the actual payments made to the NEOs.

2019 Target Annual Incentive Components & 2019 Payments:

2019 TARGET ANNUAL INCENTIVE COMPONENTS & PAYMENTS MADE Target Actual Payment (as a % of base salary)

Name Financial Key Personal Total Financial Key Personal Total Metrics(1) Performance Objectives Metrics Performance Objectives (as a % of target) Indicators Indicators

(%) ($) (%) ($) (%) ($) (%) ($) ($) ($) ($) (%) ($)

John Boynton 40 300,000 20 150,000 40 300,000 100 750,000 0 76,500 301,875 51 378,375 Lorenzo DeMarchi 27 114,319 13 57,160 27 114,319 67 285,798 0 29,151 129,466 56 158,617 Ian Oliver 27 117,107 13 58,554 27 117,107 67 292,768 0 51,527 120,035 59 171,562 Neil Oliver 27 87,100 13 43,550 27 87,100 67 217,750 0 15,243 93,633 50 108,876 Marie Beyette 20 60,000 10 30,000 20 60,000 50 150,000 0 15,300 69,450 57 84,750

1. 25% of this target is based on revenue and 75% is based on adjusted EBITDA.

CEO & CFO

The target annual incentives for the CEO and CFO are set out above. Where target performance is exceeded, the aggregate maximum incentive for 2019 was 150% of base salary for the CEO and 100% for the CFO.

Financial Metrics

The revenue and adjusted EBITDA targets for the CEO and CFO were based on Torstar’s overall performance.

For the revenue portion of the annual incentive, there was no payout for achieving 95% or less of the revenue target, with an incentive payable for revenue above this threshold increasing to the target payout of base salary at 100% achievement of the revenue target, and up to the maximum payout for revenue of 101% of target. The revenue floor was not met and there was no payment for this portion of the annual incentive.

For the adjusted EBITDA portion of the annual incentive, there was no payout for achieving 85% or less of the adjusted EBITDA target, with an incentive payable for adjusted EBITDA above this threshold and increasing to the target payout of base salary at 100% achievement of the adjusted EBITDA target, and up to the maximum payout for adjusted EBITDA of 125% of target. The adjusted EBITDA floor was not met and there was no payment for this portion of the annual incentive.

KPIs

The key performance indicators for the CEO and CFO were based on Torstar’s overall performance on each indicator. The floor or target was met or exceeded for some of these indicators, but not for others, resulting in a payment of 51% of target for this portion of the annual incentive.

20 Personal Objectives

Mr. Boynton’s personal objectives included a number of areas tied to improving performance and long-term shareholder value, such as: execution of transformation strategy; corporate development and investor relations; overseeing significant investments; cash management; revenue oversight; talent recruitment and development and motivation of staff; cultural development; digital strategy execution and resourcing; and demonstration of core company values. The Committee considered the Chair’s recommendation and Mr. Boynton’s performance in 2019, and determined that Mr. Boynton had performed on target during 2019 in respect of his personal objectives. In light of this performance, the Committee recommended that Mr. Boynton receive $301,875 with respect to the personal objectives component of his annual incentive. The Board, based on the Committee’s recommendation, approved the payout of $301,875 with respect to this component of Mr. Boynton’s annual incentive, which was 101% of the target payout.

Mr. DeMarchi’s personal objectives included managing cash flow; overseeing completion of the merger of the Torstar defined benefit pension plans with the CAAT Plan; general oversight of the transformation plan and execution; overseeing various corporate strategy and financial performance management activities; and demonstration of core company values. The Committee considered the CEO’s recommendation and Mr. DeMarchi’s performance in 2019 against his objectives, and approved the payout of $129,466 with respect to this component of his annual incentive, which was 113% of the target payout.

Ian Oliver & Neil Oliver

Ian Oliver and Neil Oliver were each eligible to receive an annual incentive with a target payout of 67% of base salary and a maximum of 100% of base salary.

Financial Metrics

The revenue and adjusted EBITDA targets were based on the combined performance of the Community Brands and Daily News Brands segments, excluding costs related to certain shared services.

For the revenue portion of the annual incentive, there was no payout for achieving 95% or less of the revenue target, with an incentive payable for revenue above this threshold increasing to the target payout of base salary at 100% of achievement of the revenue target, and up to the maximum payout for revenue of 101% of target. The revenue floor was not met and there was no payment for this portion of the annual incentive.

For the adjusted EBITDA portion of the annual incentive, there was no payout for achieving 90% or less of the target, with an incentive payable for adjusted EBITDA above this threshold and increasing to the target payout of base salary at 100% achievement of the adjusted EBITDA target, and up to the maximum payout for adjusted EBITDA of 110% of target. The adjusted EBITDA floor was not met and there was no payment for this portion of the annual incentive.

KPIs

The key performance indicators for Ian Oliver were based on the performance of the Community Brands segment on each indicator. The floor or target was met or exceeded for some of these indicators, but not for others, resulting in a payment of 88% of target for this portion of the annual incentive.

The key performance indicators for Neil Oliver were based on the performance of the Daily News Brands segment on each indicator. The floor or target was met or exceeded for some of these indicators, but not for others, resulting in a payment of 35% of target for this portion of the annual incentive.

Personal Objectives

Ian Oliver’s personal objectives included assistance with sales transformation; oversight of printing operations and strategy; cost management; oversight of community subscriptions and registrations; and demonstration of core company values. The Committee considered the CEO’s recommendation and Mr. Oliver’s performance in 2019 against his objectives, and approved the payout of $120,035.

21 Neil Oliver’s personal objectives included execution of the transformation strategy; oversight of digital and print subscription revenue; assistance with sales transformation and client relationships; cost containment; and demonstration of core company values. The Committee considered the CEO’s recommendation and Mr. Oliver’s performance in 2019 against his objectives, and approved the payout of $93,633.

Marie Beyette

Ms. Beyette was eligible to receive an annual incentive with a target payout of 50% of her base salary and a maximum of 75% of her base salary.

Financial Metrics

The revenue and adjusted EBITDA targets for Ms. Beyette were based on the combined performance of the Daily Brands and Community Brands segments, including shared services costs.

For the revenue portion of the annual incentive, there was no payout for achieving 95% or less of the revenue target, with an incentive payable for revenue above this threshold increasing to the target payout of base salary at 100% of achievement of the revenue target, and up to the maximum payout for revenue of 101% of target. The revenue floor was not met and there was no payment for this portion of the annual incentive.

For the adjusted EBITDA portion of the annual incentive, there was no payout for achieving 81% or less of the target, with an incentive payable for adjusted EBITDA above this threshold and increasing to the target payout of base salary at 100% achievement of the adjusted EBITDA target, and up to the maximum payout for adjusted EBITDA of 119% of target. The adjusted EBITDA floor was not met and there was no payment for this portion of the annual incentive.

KPIs

The key performance indicators for Ms. Beyette were based on Torstar’s overall performance on each indicator. The floor or target was met or exceeded for some of these indicators, but not for others, resulting in a payment of 51% of target for this portion of the annual incentive.

Personal Objectives

Ms. Beyette’s personal objectives included assistance with transformation and corporate development initiatives; overseeing the provision of legal support throughout Torstar; assistance in monitoring corporate governance developments and practices and regulatory matters; assistance with the merger of the Torstar defined benefit pension plans with the CAAT Plan; provision of corporate secretarial support to the Board; and demonstration of core company values. The Committee considered the CEO’s recommendation and Ms. Beyette’s performance in 2019 against her objectives and approved the payout of $69,450.

Longer-Term Incentives

The longer-term incentive programs for executives at Torstar include Share Options and RSUs. These programs are designed to reward performance over a three year period for the RSU plan (“RSU Plan”) and over a 10 year period for the share option plan (“Share Option Plan”). RSU and Share Option awards for all executives except the CEO are recommended by the CEO to the Committee. The CEO’s grant is recommended by the Chair to the Committee, and by the Committee to the Board. A description of each long-term incentive program is set out below.

The Share Option Plan and RSU Plan are administered by the Human Resources & Compensation Committee. The Committee approves all RSU and Share Option grants under the plans. Each year, the CEO recommends to the Committee for approval the RSU and Share Option grants for each of his direct reports and other senior employees, including the NEOs. The Chair recommends the RSU and Share Option grants for the CEO to the Committee, and the Committee considers the proposed grants and makes a recommendation to the Board for approval. The number of RSUs and Share Options recommended each year is a function of total compensation mix, a subjective assessment of past and expected future performance, and overall individual contribution to the business, as well as the number of options remaining available for issuance under the Share Option Plan. Consideration is also given to RSU and Share Option awards previously made to the executive. The Committee typically sets the aggregate award target value for each executive, and then calculates the specific number of RSUs and Share Options required to meet the 22 target value. For Share Options, this is based on the grant date fair value per option as determined by the Committee. For RSUs, this is based on the average value of Torstar’s Class B non-voting shares on the 10 trading days before the grant. For 2017 and prior years, this was based on the average value of Torstar’s Class B non-voting shares on the 30 trading days before the grant. The assessment of performance and resulting size of each long-term incentive grant is a subjective determination and is not based on specific pre-determined performance goals or conditions.

Restricted Share Units

An RSU is a unit equivalent in value to the price of a Class B non-voting share of Torstar. An RSU is not an actual share and does not entitle the participant to exercise voting rights. The plan provides for the addition of dividend equivalents to each individual’s account during the vesting period. RSU awards generally vest at the end of a three- year period. When the RSUs vest, the executive receives a cash payment equal to the number of vested RSUs in his or her account on the vesting date multiplied by the closing market price of Torstar’s Class B non-voting shares on the TSX on the date of vesting, less any applicable withholding amounts. The cash payment includes the value of dividend equivalents added to the executive’s account during the vesting period. If the vesting date is not a business day, then the closing market price on the last business day prior to the vesting date is used. Unvested RSUs are cancelled if the executive resigns, retires without approval or his or her employment is terminated. Vesting may continue upon an approved retirement, and may continue or be accelerated in the event of death or disability. Vesting may also be accelerated in the event the recipient’s employment is terminated following a change of control.

On March 14, 2019, awards were made to 14 executives (including each of the NEOs) under the RSU Plan. The target values of the RSU awards made as part of the 2019 compensation for the NEOs are set out in the Summary Compensation Table. The awards are also described on page 24 in the “2019 Long-Term Incentive Awards” table. The awards made in 2016 vested on January 1, 2019, and are included in the table called “Value Vested or Earned During the Year under Incentive Plan Awards” on page 27.

Option-based Awards

The Share Option Plan is designed to permit Torstar to provide compensation opportunities to senior employees that align with share ownership. This closely links the interests of executive officers to shareholders of Torstar, and also enhances Torstar’s ability to retain key personnel. Although some consideration is given to Share Option grants previously made to the executive, new grants are based primarily on a subjective assessment of the individual's past performance and future expectations of performance, as well as the number of Share Options remaining available for issuance under the Share Option Plan. Option grants vest over a four-year period, with 25% of a grant being exercisable twelve months after the grant date, and a further 25% after each subsequent anniversary until fully vested.

For 2019, in calculating the number of Share Options to be issued, a value per option of $0.35 was used. This value was consistent with the value used in 2018, which was determined after considering the value generated by the Black- Scholes model at that time. The value generated by the Black-Scholes model in 2019 would have been significantly lower, which would have resulted in a significant increase in the number of options granted versus 2018. The Committee determined that it would be most appropriate to keep the number of options granted consistent with the number granted in the prior year and to therefore continue to base the award on a value per option of $0.35 rather than an updated 2019 value.

On March 14, 2019, 14 executives (including each of the NEOs) were granted options under the Share Option Plan. Particulars regarding the grants made to the NEOs in 2019 are set out in the summary table below. Further information about the Share Option Plan is provided under the heading “Securities Authorized for Issuance Under Equity Compensation Plans” beginning on page 33.

2019 Long-Term Incentive Awards

The target value of the aggregate awards made to the NEOs for 2019 is set out in the table below. The Committee typically sets the aggregate target value for each NEO, and approves the breakdown between Share Options and RSUs. The aggregate target values for each NEO are generally consistent from year to year, subject to a change in position or market adjustment. The 2019 target value was set following discussions with the external compensation consultant. Consistent with 2018, the mix between RSUs and Share Options reflected an allocation of 35% of the target value to Share Options and 65% to RSUs.

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The exercise price for the Share Options granted March 14, 2019 is $0.95 and these Share Options will expire March 14, 2029. In each case, the expiry date is subject to any applicable extension resulting from a blackout period as described on page 34.

2019 LONG-TERM INCENTIVE AWARDS

Name Aggregate Options RSUs Target Value ($) % Target Value # % Target Value # of total ($) of Options of total ($) of RSUs award award

John Boynton 700,000 35 245,000 700,000 65 455,000 321,717 Lorenzo DeMarchi 350,000 35 122,500 350,000 65 227,500 160,859 Ian Oliver 225,000 35 78,750 225,000 65 146,250 103,409 Neil Oliver 100,000 35 35,000 100,000 65 65,000 45,960 Marie Beyette 84,797 35 29,679 84,797 65 55,118 38,972

Deferred Share Unit Plan

Torstar has an optional DSU Plan for executives, which is designed to encourage greater alignment of the interests of the executives with those of shareholders. Executives who have minimum shareholding requirements may, at their option, provided they are Canadian residents and not taxpayers in the United States, elect to receive all or a portion of their annual incentive awards in the form of DSUs instead of cash. The amounts elected for deferral will be converted into DSUs based on the market price of Torstar’s Class B non-voting shares at the time the award would otherwise be earned. Additional DSUs are credited as dividend equivalents in respect of DSUs held by executives. Participants in the plan can redeem the DSUs in cash only upon retirement or termination of employment with Torstar. When the units are redeemed, the value of the DSUs is equivalent to the fair market value of an equal number of Class B non-voting shares of Torstar at the time of redemption. The DSU Plan was originally made available to all executives who were eligible for long-term incentive awards, but in order to simplify its administration, in 2011 new elections were restricted to executives who have minimum share ownership requirements.

Share Ownership Requirements

The CEO and CFO are subject to minimum share ownership requirements, which can be met through ownership of shares, DSUs and RSUs. The requirements in place for the CEO and CFO are set out below.

Minimum Share Ownership Requirements for Named Executive Officers

Named Executive Officer Minimum Ownership Requirement Minimum Ownership Requirement (as multiple of base salary) Requirement ($) Met?

CEO (John Boynton) 2 times 1,500,000 * CFO (Lorenzo DeMarchi) 1 times 426,564 Yes

* Mr. Boynton was appointed effective March 31, 2017 and has five years from the date of his appointment to reach the minimum ownership requirement.

In order to reduce the need to continuously monitor and adjust holdings based on fluctuations in the market price of the shares, the value of an NEO’s holdings is determined based on the greater of the current market value of the shares and the NEO’s acquisition cost. The executives have a five year period from the date of their appointment to office to reach the minimum ownership levels.

Share Performance Graph The following graph shows changes over the past 5-year period in the value of $100 invested in: (1) Class B non- voting shares of Torstar, which are listed on the TSX under the symbol “TS.B”, and (2) the S&P/TSX Composite Index as of December 31, 2019. The graph reflects share price appreciation plus dividends reinvested. The share performance as set out in the graph does not necessarily indicate future price performance.

24 150 130 110 90 70 50 30 10 -10 2014 2015 2016 2017 2018 2019 TORSTAR 100 48 37 35 18 10 S&P/TSX 100 92 111 121 110 136

Torstar's compensation philosophy is intended to promote an alignment of the interests of executives with Torstar's shareholders. To this end, Torstar's compensation programs balance short and long term performance through the mix of the compensation elements. For the NEOs a substantial portion of compensation is weighted to the long term through the Share Option Plan and RSU Plan. These plans ensure that the realized compensation of the executive is directly impacted by changes in share price. Additionally the CEO and CFO are required to maintain a minimum share ownership level (as described above), which creates further alignment.

The five-year change in Torstar's share performance is not directly aligned with NEO compensation, due in part to changes in our industry. However, a significant portion of the target compensation for the NEOs is provided through the Share Option Plan and RSU Plan, and the compensation actually received by the NEOs from these elements of compensation declines together with reductions in the share price. As a result, the target compensation intended to be awarded to the NEOs through share option and RSU grants may not be realized. This is particularly evident in the table of outstanding option-based awards beginning on page 26, which discloses no in-the-money values for vested and unvested share options.

SUMMARY COMPENSATION TABLE

The following table provides a summary of compensation earned by Torstar’s CEO, CFO and the next three most highly compensated executive officers of Torstar and its subsidiaries who were employed as at December 31, 2019 (collectively, the “Named Executive Officers” or “NEOs”) for 2019, 2018 and 2017.

Name and Year Salary Share- Option- Non-equity incentive Pension All other Total Principal Position based based plan compensation value(3) compensation(4) compensation ($) awards(1) awards(2) ($) Annual Long- ($) ($) ($) ($) ($) incentive term plans incentive plans John Boynton(5) 2019 750,000 455,000 245,000 378,375 - 35,051 13,615 1,877,041 President & CEO& Publisher, 2018 750,000 455,000 245,000 670,500 - 33,042 13,115 2,166,657 Toronto Star 2017 565,385 500,000 500,000 739,863 - 24,495 13,115 2,342,858

Lorenzo DeMarchi 2019 426,564 227,500 122,500 158,617 - 92,000 13,615 1,040,796 Executive Vice-President & 2018 426,564 227,500 122,500 248,687 - 124,000 3,313 1,152,564 CFO 2017 426,564 180,000 90,000 359,338 - 131,000 5,000 1,181,902

Ian Oliver 2019 436,968 146,250 78,750 171,562 - 92,000 13,615 939,145 EVP Torstar & President, 2018 436,968 158,600 85,400 270,833 - 124,000 3,313 1,079,114 Community Brands & 2017 436,968 168,750 84,375 410,750 - 131,000 5,000 1,227,718 Operations Neil Oliver(6) 2019 325,000 65,000 35,000 108,876 - 37,017 13,615 584,508 EVP Torstar & President, Daily 2018 325,000 48,750 26,250 206,050 - 75,624 3,313 684,987 News Brands 2017 262,981 - - 193,186 - 78,844 - 535,011 Marie Beyette 2019 300,000 55,118 26,679 84,750 - (170,000) 13,615 310,162 Senior Vice-President, General 2018 300,000 55,118 29,679 167,700 - 119,000 3,313 674,810 Counsel & Corporate Secretary 2017 278,911 75,938 8,860 161,609 - 64,000 5,000 594,318

1. Share-based awards reflect the grant date fair value of the RSU awards made to the NEOs under the RSU Plan. The Committee typically sets the aggregate target value of the award for each NEO, and then determines the number of RSUs based on the average value of the share price of Torstar’s Class B non-voting shares on the 10 trading days before the grant. For the March 14, 2019 RSU awards, this price was $0.99. The RSUs generally vest at the end of a three-year period and are payable in cash based on the price of Torstar’s Class B non-voting shares at the time of vesting. Consequently, the actual value of the RSUs at the time of vesting will depend upon the price of Torstar’s Class B non-voting shares at that time. The number of RSUs granted to each NEO on March 14, 2019 is reflected on page 24 in the table “2019 Long-Term Incentive Awards”. For accounting purposes, RSUs are accrued over the three-year vesting period as compensation expense and a related liability. Forfeitures are estimated on the grant date and revised if the actual forfeitures differ from the estimates. The liability is recorded in the financial statements at fair value at each reporting date. At the time of vesting the actual value of the RSUs paid will have been expensed. 25

2. Option-based awards reflect the grant date fair value of the awards made to the NEOs under the Share Option Plan. The Committee typically sets the aggregate target value of the award for each NEO, and then determines the number of Share Options to be granted to meet the target value, as more particularly described beginning on page 22 under “Longer-Term Incentives”. Values of $0.35 per option were used for 2017, 2018 and 2019, respectively. The number of options granted to each NEO in 2019 is reflected on page 24 in the table “2019 Long-Term Incentive Awards”. The 2019 value of $0.35 used for option granting purposes was used, consistent with the value used in 2018. The value generated by the Black-Scholes model in 2019 would have been significantly lower than $0.35 which would have resulted in the issuance of a greater number of options. The accounting value differs from the value used in connection with the grant of options for compensation purposes. For accounting purposes, the option-based awards are measured in accordance with IFRS 2 Share-based Payment using the Black- Scholes option pricing model, with different assumptions. For accounting purposes, the model considers each tranche with graded vesting features as a separate Share Option grant. Forfeitures are estimated on the grant date and revised if the actual forfeitures differ from the estimates. The fair value is recognized as compensation expense over the vesting periods. The 2019 option-based awards were valued for this purpose between $0.20 and $0.22 using the following assumptions – 38.3% - 41.7% volatility, 5-7 years expected life, 10.5% dividend yield and 1.6% - 1.7% risk free interest rates. For compensation purposes, the aggregate grant date fair value of the 2019 option-based awards granted to the NEOs was $510,929. The total amount that will be expensed for accounting purposes for the 2019 option-based awards granted to the NEOs (assuming full vesting) will be $$314,200 (reflecting accounting amounts which are $94,500 less than the grant date fair value for Mr. Boynton, $47,100 less for Mr. DeMarchi, $30,250 less for Ian Oliver, $13,500 less for Neil Oliver, and $11,379 less for Ms. Beyette).

3. Includes service costs and other compensatory items such as plan changes and earnings that are different from the estimated earnings for the SRIP, as reflected in the table on page 30 under “Valuation of Defined Benefit Plan Pension Benefits”. For Neil Oliver and John Boynton, includes the compensatory amount under the DC SRIP as reflected in the table on page 30 under “Defined Contribution Plan Pension Benefits”. SRIP entitlements may be subject to vesting requirements as described under “Pension Plan Benefits” beginning on page 28. For Ms. Beyette, includes the impact of a negative $240,000 past service credit from the effect of the accounting methodology’s distinction of pension amounts accrued before and after the merger of the Torstar Pension Plans with the CAAT Plan, as more particularly described in Note 4 to the table on page 30.

4. For 2017-2019, the aggregate value of perquisites for each NEO was less than $50,000 and 10% of the NEO’s base salary for the year, so in accordance with applicable disclosure requirements, no amounts have been disclosed for perquisites. For Mr. Boynton, other compensation for 2017 and 2018 includes an annual contribution made to the Group RRSP/DPSP on his behalf and in 2019 other compensation includes the contributions made to the CAAT Plan on his behalf for 2019 . For the other NEOs, other compensation in 2018 includes the contributions made to the CAAT Plan on their behalf for the period from October 1, 2018 to December 31, 2018 and in 2019 other compensation includes the contributions made to the CAAT Plan on their behalf for 2019 (see “Pension Plan Benefits” beginning on page 28 for further information about the CAAT Plan). For Mr. DeMarchi, Ian Oliver and Ms. Beyette, 2017 other compensation includes a special recognition payment in respect of their efforts in connection with a corporate transaction. Ian Oliver also received additional DSUs as dividend equivalents automatically credited under the DSU Plan. Disclosure of dividend equivalent amounts earned from DSUs that were issued in 2019 and prior years is not required as the dividend equivalents were factored into the fair value of the DSUs at the time they were issued. For information, the dividend equivalents for 2019, 2018 and 2017 are as follows: $1,762, $2,156, and $2,020 for Ian Oliver.

5. Mr. Boynton joined Torstar March 31, 2017. His annual base salary is $750,000. The 2017 base salary shown above reflects the amounts paid from March 31, 2017.

6. Mr. Neil Oliver’s annual base salary was increased from $250,000 to $325,000 when he was appointed to his current role, effective October 26, 2017.

INCENTIVE PLAN AWARDS Outstanding Share-based Awards & Option-based Awards

The following table sets out the outstanding Share Options and RSUs held by the NEOs as at December 31, 2019.

OPTION & SHARE-BASED AWARDS OUTSTANDING AS AT DECEMBER 31, 2019 Option-based awards Share-based Awards

Name Number of Option Option Value of unexercised Number of Market or Market or Securities Underlying Exercise Expiration Date in-the-money options shares or payout value payout value unexercised options Price ($) units of of share- of vested (#) ($) shares that based awards share-based Vested Unvested Vested Unvested have not that have not awards not vested vested paid out or (#)(1) ($)(1,2) distributed ($)(3) John Boynton 714,286 714,286 1.59 May 9, 2027 0 0 976,446 419,872 N/A 175,000 525,000 1.72 March 15, 2028 0 0 0 700,000 0.95 March 14, 2029 0 0 Lorenzo DeMarchi 90,000 0 6.33 January 1, 2020 0 N/A 413,288 177,714 N/A 45,000 0 12.21 January 1, 2021 0 N/A 60,000 0 8.28 January 1, 2022 0 N/A 90,000 0 7.81 January 1, 2023 0 N/A 120,000 0 5.85 January 1, 2024 0 N/A 180,000 0 6.52 January 1, 2025 0 N/A 135,000 45,000 2.78 January 1, 2026 0 0 114,286 114,286 1.91 January 1, 2027 0 0 87,500 262,500 1.72 March 15, 2028 0 0 0 350,000 0.95 March 14, 2029 0 0

26

OPTION & SHARE-BASED AWARDS OUTSTANDING AS AT DECEMBER 31, 2019 Option-based awards Share-based Awards

Name Number of Option Option Value of unexercised Number of Market or Market or Securities Underlying Exercise Expiration Date in-the-money options shares or payout value payout value unexercised options Price ($) units of of share- of vested (#) ($) shares that based awards share-based Vested Unvested Vested Unvested have not that have not awards not vested vested paid out or (#)(1) ($)(1,2) distributed ($)(3) Ian Oliver 31,641 0 6.33 January 1, 2020 0 N/A 304,739 131,038 N/A 21,094 0 12.21 January 1, 2021 0 N/A 28,125 0 8.28 January 1, 2022 0 N/A 84,375 0 7.81 January 1, 2023 0 N/A 112,500 0 5.85 January 1, 2024 0 N/A 168,750 0 6.52 January 1, 2025 0 N/A 126,563 42,188 2.78 January 1, 2026 0 0 107,500 107,500 1.91 January 1, 2027 0 0 61,000 183,000 1.72 March 15, 2028 0 0 0 225,000 0.95 March 14, 2029 0 0

Neil Oliver 18,750 56,250 1.72 March 15, 2028 0 0 77,773 33,442 N/A 0 100,000 0.95 March 14, 2029 Marie Beyette 25,313 0 6.33 January 1, 2020 0 N/A 119,635 51,443 N/A 12,656 0 12.21 January 1, 2021 0 N/A 16,875 0 8.28 January 1, 2022 0 N/A 12,656 0 7.81 January 1, 2023 0 N/A 16,875 0 5.85 January 1, 2024 0 N/A 25,313 0 6.52 January 1, 2025 0 N/A 18,985 6,328 2.78 January 1, 2026 0 0 12,657 12,657 1.91 January 1, 2027 0 0 21,199 63,598 1.72 March 15, 2028 0 0 0 84,797 0.95 March 14, 2029 0 0

1. The share-based awards disclosed are RSUs. The RSUs granted to the NEOs in 2017 are included in the chart above. These RSUs vested on January 1, 2020 and have been paid out in cash. 2. The closing market price of the Class B non-voting shares on December 31, 2019 was $0.43. This price was used to calculate the market value of the share-based awards shown above. 3. In addition, as of December 31, 2019 Ian Oliver held DSUs that reflect his election to receive previously disclosed non-equity incentive plan compensation in the form of DSUs instead of cash. The market value of these DSUs as of December 31, 2019 based on the closing market price referred to in Note 2 above was $10,679 for Ian Oliver.

Value Vested or Earned During the Year

The table below sets out for each NEO the value vested or earned during the year under option-based awards, share- based awards and non-equity incentive plan compensation. For option-based awards, this reflects the aggregate dollar value that would have been realized if the Share Options held by each NEO had been exercised on vesting dates in 2019, based on the difference between the market price of the underlying shares at exercise and the exercise price of the Share Options on the vesting date. For share-based awards, this reflects the aggregate dollar value of RSUs that vested and were paid to NEOs in 2019. The non-equity incentive plan compensation reflects the aggregate of the amounts paid pursuant to the 2019 annual incentive plan.

VALUE VESTED OR EARNED DURING THE YEAR UNDER INCENTIVE PLAN AWARDS

Name Option-based awards – Value Share-based awards – Value Non-equity incentive plan vested during 2019(1) vested during 2019(2) compensation – Value earned during ($) ($) 2019(3)

($) John Boynton 0 0 378,375 Lorenzo DeMarchi 0 49,929 158,617 Ian Oliver 0 46,811 171,562 Neil Oliver 0 0 108,876 Marie Beyette 0 21,061 84,750

1. The option-based awards value vested during 2019 reflects the value of options that vested in 2019 based on the difference between the exercise price and the closing price of the Class B non-voting shares on the last trading day prior to the vesting date (being December 31, 2018 for options that vested January 2, 2019). 27 2. The share-based awards value vested during 2019 reflects the value of RSUs that vested January 1, 2019 and were paid to the NEOs in cash. In addition, Ian Oliver was also issued DSUs in 2019 in respect of dividend equivalents automatically credited under the DSU Plan. Disclosure of these amounts is not required as the DSUs were received on an elected basis for amounts disclosed as annual or mid-term incentives and as in any event dividend equivalents were factored into the fair value of the DSUs at the time they were issued. For information, this resulted in the issuance of 1,996 DSUs to Ian Oliver with a corresponding value of $1,761 for Ian Oliver based on the value of Torstar’s Class B non-voting shares on the date of issuance of the respective DSUs. DSUs can only be redeemed upon retirement or termination of employment. 3. These are the same amounts as shown in the Summary Compensation Table under “Non-equity incentive plan compensation”.

Options Exercised During the Year

No options were exercised by any of the NEOs during 2018 or 2019.

PENSION PLAN BENEFITS

Payment of Pension Benefits to Named Executive Officers

Until January 1, 2019, Mr. Boynton participated in Torstar’s Group RRSP/DPSP, at which point Mr. Boynton (together with other employees participating in Torstar’s Group RRSP/DPSP) ceased participating in the Group RRSP/DPSP and began participating in the Colleges of Applied Arts & Technology Pension Plan (the “CAAT Plan”).

The remaining NEOs participated in a defined benefit registered pension plan (“RPP”) sponsored by Torstar or one of its subsidiaries. In December 2019, Torstar completed the merger of its RPPs with the CAAT Plan with effect as of October 1, 2018. The CAAT Plan is a jointly sponsored defined benefit pension plan. Torstar and certain of its subsidiaries are participating employers under the CAAT Plan. Beginning October 1, 2018, the NEOs that participated in the RPPs began participating in the CAAT Plan with respect to the accrual of future benefits. Following completion of the merger, the liabilities for all past benefits under the RPPs were transferred to the CAAT Plan together with the assets of the RPPs, and the CAAT Plan has assumed responsibility for all related pension benefit payments to members of the RPPs (including the participating NEOs) going forward.

Participating in the multiemployer CAAT Plan requires us to make periodic contributions to the CAAT Plan. The employees are required to make matching contributions. For the NEOs participating in the RPPs, contributions were 7% of pensionable earnings for the period from January 1, 2019 until December 31, 2019. For Mr. Boynton, contributions were 4% of pensionable earnings. The base pension is determined by multiplying the employer and employee contributions by an annual pension factor (currently 8.5%) and applying an average industrial wage enhancement based on the year over year percentage increase in Canada's Average Industrial Wage (AIW) index. This enhancement is conditional on the funded position of the CAAT Plan. Under the CAAT Plan, NEOs will also receive conditional inflation protection (generally 75% of the change in Consumer Price Index) once pension payments begin.

For benefits that were accrued under the RPPs prior to participation in the CAAT Plan, the CAAT Plan also provides for conditional inflation protection once pension payments begin. This amount of conditional inflation protection is generally equal to the rate applicable to amounts accrued under the CAAT Plan, but is indexed at a rate of 25% (instead of 75%) of the change in Consumer Price Index for the first 8 full calendar years following the effective date of the merger.

In addition, all of the NEOs participate in Torstar’s supplementary retirement income program (SRIP). The SRIP was established to provide additional benefits if the pension benefits under the RPP or the Group RRSP/DPSP are limited because of the maximum pension or contribution limits permissible under the Income Tax Act (Canada). The SRIP is provided in one of two forms: a defined benefit component known as “SRIP Legacy” or a defined contribution component known as “DC SRIP”. The NEOs who belonged to a defined benefit RPP are eligible to receive benefits from the SRIP Legacy, except for Neil Oliver who is eligible to receive benefits from the DC SRIP. Mr. Boynton is also eligible to receive benefits from the DC SRIP.

Following completion of the merger of the RPPs with the CAAT Plan, Torstar continues to remain responsible for any benefits the NEOs are eligible to receive under the SRIP.

The NEOs receive a portion of their benefits from the CAAT Plan, but in no case will those benefits exceed the amounts permissible under the Income Tax Act (Canada), and the balance of their benefits are payable from the SRIP Legacy (or, in the case of Neil Oliver and John Boynton, the DC SRIP).

28

Generally, for members entitled to benefits from the SRIP Legacy, the pension benefit is based on 2% of the base year (currently 2005) pensionable earnings (salary plus notional bonus) for each year of credited service prior to 2006 and 2% of pensionable earnings for each year thereafter. However, for Mr. DeMarchi and Ian Oliver, the pension benefit is based on 2% of final three-year average of pensionable earnings for each year of credited service. Under the SRIP Legacy plan, in the event of a change of control, the pension benefit for all affected participants is based on 2% of final three-year average of pensionable earnings for each year of credited service. The portion of the pension benefit payable from the CAAT Plan is payable monthly for the lifetime of the individual. The portion of the pension benefit payable from the SRIP Legacy is a commuted value and is paid as a one-time lump sum cash payment upon retirement. For purposes of determining the commuted value of the portion of the total benefit payable under the SRIP Legacy for service on and after October 1, 2018, it will be assumed that the inflation protection factor used for indexation of the benefit payable under the CAAT Plan will be the lesser of 8% or 37.5% of the average Consumer Price Index for Canada used to determine the most recent conditional inflation increase under the CAAT Plan as of the date of determination. The lump sum cash payment is determined as the approximate cost of a prescribed annuity under the Income Tax Act (Canada) that would provide the individual with the same after-tax pension as would have been earned had a monthly pension been paid. The actuarial present value is calculated based on current market bond yields and is grossed up for the effects of immediate taxation. Effective January 1, 2008 and for benefits earned subsequent to that date, Torstar introduced special vesting requirements for SRIP Legacy participants prior to age 55, whereby participants who voluntarily leave their employment or are terminated for cause prior to age 55 forfeit up to 50 percent of the SRIP Legacy benefit that would otherwise be earned.

Neil Oliver is entitled to receive annual contributions in an amount equal to 6% of his base salary plus a 25% deemed bonus under the DC SRIP. Mr. Boynton is entitled to receive a matching contribution from Torstar in an amount equal to 6% of his base salary, with a portion of such amount (not to exceed the amounts permissible under the Income Tax Act (Canada)) paid as a contribution to the CAAT Plan and the remainder payable from the DC SRIP. Under the DC SRIP, grants are recorded in the member’s notional account on the last business day of the calendar year. All vested grants due to members will be paid to the member upon leaving the plan. Payment may not be deferred. Members will be responsible for income and other taxes associated with these payments. The DC SRIP is subject to vesting provisions for participants prior to age 55, whereby participants who voluntarily leave their employment or are terminated for cause prior to age 55 forfeit up to 50 percent of the DC SRIP benefit that would otherwise be earned.

Compensation for SRIP Legacy pension purposes includes base salary and a 25% deemed bonus.

The pension benefits are in addition to any benefits payable under the Canada Pension Plan.

The normal retirement date under the SRIP Legacy plan is age 65, but the NEOs are eligible for early retirement beginning at age 55. In the event of early retirement, their annual pension benefit will be reduced to reflect a lesser amount of credited service earned to their early retirement date and due to a reduction in pension for early retirement (such reduction being 4% per year for each year prior to age 62).

Valuation of Defined Benefit Plan Pension Benefits(1)

The calculation of the SRIP Legacy defined benefit obligations for NEOs has been determined in accordance with the methods prescribed under IAS 19, including prescribed interest rates, and is based on management’s best estimate of future events that affect the cost of pensions, including assumptions about future salary increases and the length of time until retirement. These amounts are also reflected in the pension liabilities reported in respect of all Corporation benefit plans (see note 20 of Torstar’s 2019 Consolidated Financial Statements). With respect to the SRIP Legacy, the amounts include the estimated amount of the tax gross up reflecting the effects of immediate taxation. With respect to the RPP, the opening present values at the start of year reflect the value of benefits accrued through September 2018, as the merger with the CAAT Plan had not yet received regulatory approval. As RPP obligations were transferred to the CAAT Plan as a result of the merger’s approval and completion in 2019, no RPP obligations are reflected in the December 31, 2019 values. The effect of transferring the RPP obligations to the CAAT Plan is reflected as a non-compensatory change. No benefits are reflected as a compensatory change under the RPP for 2019 as the NEOs participating in the RPP ceased accruing benefits for future service under the RPP effective October 1, 2018 and began accruing benefits under the CAAT Plan. However, the compensatory change for one of the NEOs includes the impact of a negative past service credit from the effect of the accounting methodology’s distinction of pension amounts accrued before and after the merger with the CAAT Plan, as more particularly described in Note 4 29 below. Contributions made by Torstar to the CAAT Plan on behalf of these NEOs are reported as “other compensation” on the Summary Compensation Table on page 25.

Name Age(2) Years of Annual benefits Opening Compensatory Non- Closing present Credited payable(3) present value change(4) compensatory value of defined Service(2) ($) of defined ($) change(4) benefit benefit ($) obligation at At year end At age 65 obligation at Dec. 31, 2019(5) start of year ($) ($) Lorenzo DeMarchi(6) 58 22.6 116,000 139,000 2,791,000 92,000 (1,004,000) 1,879,000 Ian Oliver(7) 58 33.3 171,000 188,000 4,168,000 92,000 (1,506,000) 2,754,000 Neil Oliver(8) 54 31.0 0 0 1,588,000 0 (1,588,000) 0 Marie Beyette 52 20.9 60,000 111,000 1,627,000 (170,000) (937,000) 520,000

1. The method used to determine any estimated amounts may not be identical to the method used by other issuers and as a result the figures may not be directly comparable across companies. 2. As at December 31, 2019. 3. The annual benefits payable and the defined benefit obligations shown in the table assume all individual vesting requirements are met. In the event they are not, the amount of benefits payable and defined benefit obligations would be reduced. The annual benefits payable at year end assume the NEO is entitled to the benefits at the end of 2019 but that actual receipt is deferred to age 65. The annual benefits payable is for illustration only and is not available as an optional form of payment. 4. The change in the defined benefit obligation during 2019 represents the actuarial present value of the SRIP Legacy benefits earned by each NEO in respect of credited service accrued during 2019 (including past service credits recognized that are attributable to the freeze of pensionable earnings in conjunction with the completed CAAT transfer) using the methods and assumptions employed for the valuation of the respective pension programs at December 31, 2019. See note 20 to Torstar’s 2019 annual consolidated financial statements for more information. The compensatory change includes the service cost for the year, the impact of any plan changes and any adjustments to the defined benefit obligation as a result of salary increases other than expected. For Ms. Beyette, whose compensation is not deemed to be a fixed amount for purposes of the SRIP Legacy unlike Mr. DeMarchi and Ian Oliver, the compensatory change includes a negative past service credit of $240,000 resulting from the distinction of pension amounts accrued before and after the merger with the CAAT Plan. To reflect this distinction, the defined benefit obligation was adjusted to reflect the actual accrued pension amounts instead of projected pension amounts. The negative past service credit represents this adjustment in value to reflect actual pension amounts accrued upon the merger with the CAAT Plan, instead of the projected pension amounts attributable to service at the time of merger that was reflected in the opening present value of defined benefit obligation at start of year, as the accounting methodology required reflecting the projected amounts prior to the approval of the merger. For clarity, the merger with the CAAT Plan did not decrease or otherwise affect the value of pension amounts accrued at the time of the merger. The defined benefit obligation was determined using a number of assumptions, including the assumption that a typical NEO will continue his/her employment with Torstar and retire, on average, at age 59. Should this not be the case, pension payouts may differ substantially from those presented in this table. The non-compensatory change reflects all other changes in defined benefit obligation that are not included in the compensatory change and the interest cost on the present value of the defined benefit obligation, including the effect of transferring the RPP obligations to the CAAT Plan during 2019. 5. The defined benefit obligation at December 31, 2019 was determined using methods and assumptions employed for the valuation of SRIP Legacy at December 31, 2019. 6. For the purposes of the SRIP Legacy Mr. DeMarchi’s base salary from January 1, 2014 onward is deemed to be $325,000. 7. For the purposes of the SRIP Legacy, Ian Oliver’s base salary from January 1, 2012 onward is deemed to be $325,000. 8. Neil Oliver’s supplementary benefits are payable under the DC SRIP, as shown below. 9. Under the SRIP Legacy, in the event of a change of control, pension benefits for all service prior to the change of control are calculated based on the average of the last three years of pensionable earnings. Obligations to Mr. DeMarchi, and Ian Oliver are already based on a final three-year average.

Defined Contribution Plan Pension Benefits

The following table sets out the entitlements of Mr. Boynton and Neil Oliver under the DC SRIP. As indicated above, Neil Oliver is entitled to receive an annual contribution from Torstar in an amount equal to 6% of his base salary plus a 25% deemed bonus under the DC SRIP, and Mr. Boynton is entitled to receive an annual contribution from Torstar in an amount equal to 6% of his base salary, with a portion paid as a contribution to the CAAT Plan and the remainder payable from the DC SRIP. Contributions made by Torstar under the CAAT Plan on behalf of these NEOs is reported as “other compensation” on the Summary Compensation Table on page 25. The remainder is provided under the DC SRIP and is set out in the table below, together with accrued interest.

Name Age Accumulated value at start of year Compensatory Accumulated value at end of year ($) ($) ($) John Boynton 56 57,537 35,051 92,588 Neil Oliver 54 229,851 37,017 266,868

Funding of SRIP Benefits for Named Executive Officers

The SRIP Legacy and the DC SRIP are not pre-funded and SRIP payments are paid directly by Torstar. The SRIP obligations are secured by a letter of credit issued by a Canadian chartered bank on behalf of Torstar. The letter of credit is held in trust by a corporate trustee. 30

TERMINATION & CHANGE OF CONTROL BENEFITS

Change of Control & Termination Provisions in Incentive and Retirement Plans

Torstar does not have change of control agreements with any of the NEOs. Torstar does have change of control and/or termination provisions in its RSU Plan, its Share Option Plan and its SRIP. These provisions apply to all participants, including the NEOs. For the purposes of the RSU and SRIP plans, a change of control includes, among other things, any person or group other than a member of any of the families or groups within the Torstar Voting Trust acquiring direct or indirect beneficial ownership or control of more than 50% of the voting shares of Torstar. For the purposes of the SRIP plan, a change of control also includes a change of control of an applicable wholly- owned subsidiary of Torstar. Some of the NEOs have contracts which entitle them to “approved retirement” treatment for the purposes of the RSU Plan and to increased time for vesting or exercise of Share Options in the event of termination without cause. These are described below. In other cases, Torstar retains the discretion to agree to individual deviations from the general plan provisions if it is deemed appropriate in the circumstances. Special provisions may apply in the event of death or disability.

The table below summarizes the termination and change of control provisions in the various plans.

Plan Change of Control Retirement Voluntary Resignation Involuntary Termination

RSU If participant’s employment is If retirement is approved by Unvested RSUs are terminated. Unvested RSUs are terminated. terminated without cause or participant Torstar, then RSU awards vest terminates his or her employment for and are paid out in accordance good reason (such as an adverse change with their original schedule on in responsibilities or other change the third anniversary of the equivalent to constructive dismissal) award date, except that RSUs following a change of control, all RSUs awarded in the year of outstanding as at the date of the change retirement are pro-rated based on of control will vest immediately prior to the number of months of active the termination. service in the year.

Share Participants are not entitled to All outstanding options vest, and Unvested options terminate. Unvested options terminate. Option accelerated vesting on a change of expire on the third anniversary Vested options expire 30 days Vested options expire 30 days control. The Board has the ability to of the retirement date (subject to after the termination date after the termination date make appropriate adjustments to earlier expiration of the 10-year (subject to earlier expiration of (subject to earlier expiration of options granted under the plan, option term). the 10-year option term). the 10-year option term). including to the exercise price and/or number of shares issuable on exercise, and providing for acceleration of vesting, early termination and/or issue of replacement options, in order to appropriately address the impact of certain corporate transactions, some of which could include a change of control.

SRIP Pension entitlement for all SRIP Early retirement begins at age Service accrual ends but if over Service accrual ends but if over Legacy Legacy members in Torstar affected by 55. See “Pension Plan Benefits” age 55, may still elect early age 55, may still elect early the change of control for all service for further details. retirement. If under age 55, retirement. If under age 55, prior to the change of control will be amounts are generally not paid amounts are generally not paid based on the average of the member’s until after age 55 has been until after age 55 has been last three years of eligible pension reached (an increased discount reached (an increased discount compensation (rather than the base-year will apply if amounts are paid will apply if amounts are paid update model). Vesting provisions will earlier). Any unvested earlier). Unvested amounts are continue to apply. If the change of amounts are forfeited. credited to the executive. control is of a subsidiary, the benefits will be paid on or immediately prior to the change of control and the benefits will be calculated as if the affected members had been terminated without cause (ie vesting provisions will not apply) and the increased discount normally applied when benefits are paid prior to age 55 will be waived.

Mr. Boynton, Mr. DeMarchi and Neil Oliver have employment agreements which provide for severance and benefits in the event of termination. These agreements are more particularly described below. Ian Oliver and Ms. Beyette do not have contractual severance entitlements with Torstar.

31 John Boynton

Torstar entered into an agreement with John Boynton effective March 2017 to govern his service as President & CEO of Torstar and Publisher, the Toronto Star. The agreement provides that in the event he is terminated without cause he will be entitled to a payment equal to two times his annual base salary and target annual incentive reflecting notice of two years. During the implied notice period, he is also entitled to continuation of health benefits (or equivalent payment), car allowance, club membership, Group RRSP/DPSP contributions, continued vesting of Share Option awards in the ordinary course, and continued vesting of RSU awards granted prior to the date of termination such that RSUs granted in a calendar year prior to the termination date will continue to vest and be payable on the third anniversary of the award date. Mr. Boynton has agreed to non-competition restrictions in respect of certain competitors and non-solicitation restrictions with respect to Torstar employees in certain circumstances for a period of one year following his departure from Torstar if he is terminated or leaves Torstar for any reason.

Lorenzo DeMarchi

Torstar entered into an agreement with Lorenzo DeMarchi in November 2009 to govern his service as CFO. The agreement provides that in the event he is terminated without cause he will be entitled to a payment equal to two times his annual base salary and target annual incentive reflecting notice of two years. This payment reduces to reflect notice of one year at age 62, and continues to reduce until he reaches age 65 after which no severance is payable. During the implied notice period, he is also entitled to continuation of health benefits and car allowance (or equivalent payment), continued vesting of Share Option awards in the ordinary course, and continued vesting of RSU awards granted prior to the date of termination such that RSUs granted in a calendar year prior to the termination date will continue to vest and be payable on the third anniversary of the award date. For the purposes of the SRIP Legacy, he will be credited with continued service accrual for the implied notice period. The agreement provides that for 2010 and future years, Mr. DeMarchi’s salary for purposes of the SRIP Legacy will be deemed to be $300,000 with a 25% deemed bonus. In 2014, the Committee increased this amount to $325,000 for service from January 1, 2014. Subject to the deemed salary cap, he is entitled to have his salary calculated based on his final three years of salary rather than the base year concept. Mr. DeMarchi has agreed to non-competition restrictions in respect of certain competitors and non-solicitation restrictions with respect to Torstar employees in certain circumstances for a period of one year following his departure from Torstar if he is terminated or leaves Torstar for any reason.

Neil Oliver

Torstar entered into an agreement with Neil Oliver effective October 26, 2017 to govern his service as EVP Torstar and President, Daily News Brands. The agreement provides that in the event he is terminated without cause he will be entitled to a payment equal to two times his annual base salary and target annual incentive reflecting notice of two years. During the implied notice period, he is also entitled to continuation of health benefits (or equivalent payment), continued vesting of Share Option awards in the ordinary course, and continued service accrual for the purposes of the pension plan.

Estimated Incremental Termination & Change of Control Benefits

The chart below sets out the estimated incremental payments and benefits that each NEO would be entitled to in the event of a termination or change of control on December 31, 2019 under the scenarios listed.

TERMINATION & CHANGE OF CONTROL BENEFITS(1)

Name Termination Event Total Contractual Severance Benefits Long Term Incentives Pension(4) ($) ($) ($) Salary Annual Incentive RSUs(2) Share Options(3) ($) ($) ($) ($)

J. Boynton Resignation ------Retirement ------Without Cause(5) 3,169,242 1,500,000 1,500,000 79,242 - - 90,000 Change in Control 419,872 - - - 419,872 - -

For Cause ------L. DeMarchi Resignation ------Retirement ------Without Cause(6) 1,720,776 853,128 571,596 91,822 - - 204,230 Change in Control 177,714 - - - 177,714 - -

For Cause ------32

TERMINATION & CHANGE OF CONTROL BENEFITS(1)

Name Termination Event Total Contractual Severance Benefits Long Term Incentives Pension(4) ($) ($) ($) Salary Annual Incentive RSUs(2) Share Options(3) ($) ($) ($) ($)

I. Oliver Resignation ------Retirement ------Without Cause ------Change in Control 131,038 - - - 131,038 - - For Cause ------N. Oliver Resignation ------Retirement ------Without Cause(7) 1,200,878 650,000 435,500 39,398 - - 75,980 Change in Control 33,442 - - - 33,442 - - For Cause ------M. Beyette Resignation ------Retirement ------Without Cause ------Change in Control 507,443 - - - 51,443 - 456,000 For Cause ------

1. This chart reflects the estimated incremental payments and benefits that are triggered by, or result from, a termination under each circumstance listed above, and not the actual amount that an NEO would receive in the event of a termination. It does not include amounts earned or benefits accumulated due to continued service through to December 31, 2019, including vested Share Options, accrued pension benefits, previously disclosed awards under the RSU Plan and balances from previously deferred compensation in the DSU Plan. A number of factors could affect the nature and amount of the actual payments and benefits provided. 2. For most NEOs, no amount is included for RSUs because the RSU Plan does not provide for accelerated entitlements on termination, except in the case of a change of control where the NEO is subsequently constructively dismissed or terminated without cause. In other cases, the awards are either forfeited or will continue to be paid out subject to vesting conditions. In the case of a change of control, assumes that the NEO is subsequently dismissed without cause and the amounts shown above represent the full value of the RSUs that would be payable under the RSU Plan, due to the difficulty in determining only the incremental value of the acceleration of vesting. 3. The Share Option Plan provides for accelerated vesting in the event of a retirement. The amounts shown above for the retirement scenario reflect the full value of unvested “in-the-money” options as of December 31, 2019, due to the difficulty of determining only the incremental value of the acceleration of vesting. Mr. Boynton, Mr. DeMarchi and Neil Oliver have employment agreements which give them rights to continued (but not accelerated) vesting and, in the case of Mr. DeMarchi, an extended exercise period beyond the 30 day period normally provided under the Share Option Plan, in the event of a termination without cause. No value is reflected for this as there is no incremental benefit. 4. Under the SRIP Legacy, in the event of a change of control, pension benefits for all service prior to the change of control are calculated based on the average of the last three years of pensionable earnings. Obligations to Mr. DeMarchi and Ian Oliver are already based on a final three-year average, so no incremental benefit is shown for them with respect to a change in control. 5. This represents two times Mr. Boynton’s base salary as at December 31, 2019, target annual incentive of 100% of base salary as at December 31, 2019, car allowance and club membership, normal employee benefits (excluding short and long-term disability coverage) and CAAT Plan and DC SRIP contributions. See description of employment contract above under “John Boynton”. 6. This represents two times Mr. DeMarchi’s base salary as at December 31, 2019, target annual incentive of 67% of base salary as at December 31, 2019, and car allowance and normal employee benefits (excluding short and long-term disability coverage) and CAAT Plan contributions. See description of employment contract above under “Lorenzo DeMarchi”. It also reflects the estimated value of an additional two years of pension service credit for purposes of the SRIP Legacy, calculated on the same basis as the obligations set out in the table on page 30. 7. This represents two times Neil Oliver’s base salary as at December 31, 2019, target annual incentive of 67% of base salary as at December 31, 2019, and normal employee benefits (excluding short and long-term disability coverage) and CAAT Plan contributions. See description of employment contract above under “Neil Oliver”. It also reflects the estimated value of an additional two years of pension service credit for purposes of the DC SRIP.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Torstar has two compensation plans in place under which securities have been authorized for issuance from treasury: the Share Option Plan and the Share Reward Program. Torstar also has an Employee Share Purchase Plan.

Share Option Plan

Under the Share Option Plan, eligible senior executives may be granted Options to purchase Class B non-voting shares, at an exercise price not less than the closing price of the shares on the TSX on the last trading day before the grant. The following table provides information as at December 31, 2019 and March 9, 2020 regarding the Class B non-voting shares issuable under the Share Option Plan upon the exercise of Options outstanding under the Share Option Plan, and the number of Class B non-voting shares remaining available for issuance.

33

As at December 31, 2019 As at March 9, 2020

Maximum # of 18,000,000 Class B non-voting shares are issuable under 18,000,000 Class B non-voting shares are issuable shares issuable the plan, representing 22.1% of the total outstanding under the plan, representing 22.1% of the total Class A shares and Class B non-voting shares outstanding Class A shares and Class B non-voting shares Currently 16,245,465 Class B non-voting shares issued or to be 14,014,215 Class B non-voting shares issued or to be Issued issued upon exercise of outstanding options (6,012,352 issued upon exercise of outstanding options (6,012,352 shares issued and 10,233,113 options remaining shares issued and 8,001,863 options remaining outstanding). Outstanding options represent 12.6% of outstanding). Outstanding options represent 9.8% of total outstanding Class A shares and Class B non-voting total outstanding Class A shares and Class B non-voting shares shares

Available for 1,736,504 options remain available for issuance (after 3,967,754 options remain available for issuance (after Issuance(1) taking into account options that have been cancelled or taking into account options that have been cancelled or expired), representing 2.1% of total outstanding Class A expired), representing 4.9% of total outstanding Class A shares and Class B non-voting shares shares and Class B non-voting shares

Options 2,026,469 options were granted in 2019, representing No options have been granted in 2020 as of March 9, granted in year approximately 2.5% of total outstanding Class A shares 2020 and Class B non-voting shares

1. 18,031 of the Class B non-voting shares available for issuance were applied towards a prior plan.

Up to 25% of an option grant may be exercised by the executive twelve months after the date granted, and a further 25% after each subsequent anniversary. Option grants expire ten years after the date of grant. However, if an option expires during or within two business days after the end of one of Torstar’s blackout periods, the expiry date will be the 10th business day following the expiry of the blackout period. The Share Option Plan provides discretion to Torstar with respect to the treatment of a participant’s Options in the event such participant’s employment is terminated but unless Torstar decides otherwise, Options granted under the Share Option Plan will terminate and may not be exercised after the earlier of: (a) the last day of the period during which an Option is exercisable (the “Option Period”); (b) the first anniversary of the termination of employment of a participant as a result of such participant’s death or disability; (c) the third anniversary of the termination of a participant’s employment as a result of such participant’s retirement; and (d) the 30th day following the termination of employment of a participant for any other reason. Employees are not permitted to assign Option grants under the Share Option Plan.

On February 28, 2017, the Board approved an amendment to increase the number of Class B non-voting shares of the Corporation reserved for issuance under the Share Option Plan from 15,000,000 to 18,000,000. This increase was approved by shareholders on May 3, 2017.

The Board may make amendments to the Share Option Plan without shareholder approval, except as set out below. Shareholder approval is required for the following amendments, in addition to any other matters as may require shareholder approval under the rules and policies of the TSX: (a) any increase in the number of Class B non-voting shares reserved for issuance under the Share Option Plan, except as a result of any redivision, subdivision, consolidation, recapitalization or similar transaction to any of the foregoing or the exchange, change or transfer of Class B non-voting shares pursuant to a reorganization, amalgamation, arrangement, consolidation or merger, statutory or otherwise, take- over bid or similar change to any of the foregoing; (b) a reduction in the exercise price of an Option held by an insider (for this purpose, a cancellation or termination of an Option of a participant prior to its expiry for the purpose of reissuing Options to the same participant with a lower exercise price shall be treated as an amendment to reduce the exercise price of an Option) except for the purpose of maintaining Option value in connection with a redivision, subdivision, consolidation, recapitalization or similar transaction to any of the foregoing or the exchange, change or transfer of Class B non-voting shares pursuant to a reorganization, amalgamation, arrangement, consolidation or merger, statutory or otherwise, take-over bid or similar change to any of the foregoing; (c) an extension of the Option Period for an Option held by an insider or an extension of the term of an Option held by an insider beyond 10 years from the date the Option was granted (other than an extension to 10 business days after the end of a blackout period if the expiry date would otherwise fall within, or within two business days after the end of, a blackout period); (d) an amendment to the definition of “Eligible Employees” that would permit the reintroduction of non-employee directors on a discretionary basis; (e) an amendment to permit Options to be transferred other than for normal estate settlement purposes; (f) an amendment to permit awards, other than Options and stock appreciation rights, to be made under the Share Option Plan; and (g) an

34 amendment to the provisions of the Share Option Plan respecting matters requiring shareholder approval other than the addition of matters to be subject to shareholder approval. The Board may discontinue the plan at any time.

On March 3, 2015, the Board made various housekeeping amendments to the Share Option Plan to clarify the use of certain terms and definitions, including minor clarifications to the wording of the insider participation limits which are described below.

In connection with a grant of share Options under the Share Option Plan, the Board may grant an equivalent number of stock appreciation rights that may be exercised by an executive in lieu of exercising the share Options. Each such right would entitle the employee to surrender unexercised the right to subscribe for the Class B non-voting shares pursuant to the Option and to receive from Torstar cash in an amount equal to: the excess of the closing market price of the Class B non-voting shares on the trading day immediately preceding the date of exercise of the stock appreciation right, over the Option price provided in the related Option. No such stock appreciation rights have been granted to date.

The Share Option Plan provides that the number of shares reserved for issuance to insiders (as defined under applicable TSX rules for this purpose) pursuant to Share Options granted under the Share Option Plan, together with Class A shares and Class B non-voting shares issuable to insiders under all other share compensation arrangements, cannot exceed 10% of the issued and outstanding Class A shares and Class B non-voting shares of Torstar. The Share Option Plan also provides that the number of shares that may be issued to insiders pursuant to Options granted under the Share Option Plan, together with all Class A shares and Class B non-voting shares that may be issued to insiders under all other share compensation arrangements within any one year period, cannot exceed 10% of the issued and outstanding Class A shares and Class B non-voting shares. In addition, the aggregate number of shares reserved for issuance to any single eligible employee under any share compensation arrangement cannot exceed 5% of the then issued and outstanding Class A shares and Class B non-voting shares of Torstar.

Share Reward Program

Torstar also has a Share Reward Program. The purpose of the program is to permit certain employees of Torstar and its subsidiaries to receive a nominal number of Class B non-voting shares in recognition of a substantial length of service with Torstar or its subsidiaries, or as a reward for superior or noteworthy performance. The President of Torstar and of each of its operating divisions may from time to time designate the eligible employees to whom Class B non-voting shares may be issued under this program, and the number of shares to be issued to each such employee, provided that the President of an operating division may only designate employees within his or her own division, and provided further that no more than 100 Class B non-voting shares may be awarded to any employee at any one time (although cumulative grants may total in excess of 100 Class B non-voting shares). The issuance of shares under the program is completely discretionary and no employee is entitled as of right to receive shares. In 2014, the shareholders approved an increase in the maximum number of Class B non-voting shares reserved for issuance under the program from 20,000 to 30,000 (which represents approximately .037% of the total number of Class A shares and Class B non-voting shares outstanding as at December 31, 2019).

The Board may make amendments to the Share Reward Program without shareholder approval, except as set out below or where approval is otherwise required by the TSX. Shareholder approval is required for the following amendments: (a) any increase in the number of Class B non-voting shares reserved for issuance under the Program; (b) an amendment to the definition of “Eligible Reward Employees” that would permit the inclusion of non-employee directors on a discretionary basis; (c) an amendment to permit awards, other than the issuance of Class B non-voting shares to Eligible Reward Employees as contemplated in the Program, to be made under the Program; and (d) an amendment to the provisions of the Program respecting matters requiring shareholder approval other than the addition of matters to be subject to shareholder approval. The Board may discontinue the program at any time.

The aggregate number of shares that may be issued to insiders (as defined under applicable TSX rules for this purpose) within any one-year period, or issuable to insiders of Torstar at any time, under this Program and all other share compensation arrangements of Torstar may not exceed 10% of the then issued and outstanding Class A shares and Class B non-voting shares of Torstar. In addition, the aggregate number of shares reserved for issuance to any single eligible employee under this Program and under any share compensation arrangement cannot exceed 5% of the then issued and outstanding Class A shares and Class B non-voting shares of Torstar. The Program was amended by the

35 Board in 2015 to add the additional restriction set out above regarding shares issuable to insiders of Torstar at any time.

During 2019, 425 Class B non-voting shares were issued under the program. None of these shares were issued to the NEOs. As of December 31, 2019, a total of 24,485 Class B non-voting shares had been issued under the program, representing approximately .03% of the total number of Class A shares and Class B non-voting shares outstanding as at December 31, 2019. As of March 9, 2020, a total of 24,485 Class B non-voting shares had been issued under the program.

The following table provides additional information regarding the Share Option Plan and the Share Reward Program, as at December 31, 2019.

EQUITY COMPENSATION PLANS

Equity compensation plans Number of securities Weighted average Number of securities approved by shareholders to be issued upon exercise price of remaining available for exercise of outstanding outstanding options, future issuance under options, warrants warrants and rights equity compensation plans and rights (B) (excluding securities (A) reflected in column (A))

(C) (2) Share Option Plan 10,233,113 $3.34 1,736,504

(1) (3) Share Reward Program N/A N/A 5,515

Total 10,233,113 $3.34 1,742,019

1. Although the Share Reward Program was not approved by shareholders when it was introduced as the applicable rules of the TSX did not require such approval at such time, it has been categorized as approved by shareholders as shareholders approved amendments to the Share Reward Program in each of 2007 and 2014, including amendments to increase the number of Class B non-voting shares issuable pursuant to the Program. 2. This represents approximately 2.1% of the total number of Class A shares and Class B non-voting shares outstanding as at December 31, 2019. 3. This represents approximately .007% of the total number of Class A shares and Class B non-voting shares outstanding as at December 31, 2019.

The table below sets out the annual burn rate for each of the Share Option Plan and the Share Reward Program, as at December 31 for each of the three most recently completed fiscal years. The annual burn rate is calculated by dividing the number of awards granted under the arrangement during the applicable fiscal year by the weighted average number of securities outstanding for such year.

Share Option Plan Share Reward Program

2019 2,026,469 options were granted in 2019, representing 425 shares were issued under the Share Reward approximately 2.5% of total Class A shares and Class B Program in 2019, representing approximately .0005% non-voting shares outstanding for the year of the weighted average number of Class A shares and Class B non-voting shares outstanding for the year 2018 2,300,844 options were granted in 2018, representing 250 shares were issued under the Share Reward approximately 2.8% of total Class A shares and Class B Program in 2018, representing approximately .0004% non-voting shares outstanding for the year of the weighted average number of Class A shares and Class B non-voting shares outstanding for the year 2017 2,205,018 options were granted in 2017, representing 625 shares were issued under the Share Reward approximately 2.7% of total Class A shares and Class B Program in 2017, representing approximately .001% of non-voting shares outstanding for the year the weighted average number of Class A shares and Class B non-voting shares outstanding for the year

Employee Share Purchase Plan

Torstar’s employee share purchase plan permits permanent full-time and permanent part-time employees of Torstar to subscribe for Class B non-voting shares to be paid for through payroll deductions over a defined period which can vary from 90 to 104 weeks, at a purchase price equal to the lower of the market price on the entry date and the market price at the end of the purchase period. The value of the shares that an employee may subscribe for is restricted to a maximum of 20% of the employee’s annual base salary at the beginning of the payment period. Interest is paid on the amounts paid by employees and held by Torstar pending the purchase of Class B non-voting shares. Torstar does not provide financial assistance with respect to the employee share purchase plan. Under applicable securities legislation and the rules of the TSX, Torstar’s employee share purchase plan is not considered an “equity 36 compensation plan”. In 2011, the Board approved the reservation of an additional 1,000,000 Class B non-voting shares for issuance under the plan. In February 2020 the Board approved the reservation of an additional 600,000 Class B non-voting shares. Application has been made to the TSX for listing of such shares. The number of Class B non-voting shares remaining available for issuance from treasury under the plan as at December 31, 2019 was 428,134 which represents less than 1% of the total number of Class A shares and Class B non-voting shares outstanding as at December 31, 2019. As of March 9, 2020, 428,134 Class B non-voting shares remained available.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No proposed director nominees, directors, executive officers or senior officers of Torstar or any of their respective associates were indebted to Torstar during 2019. Torstar has a policy which prohibits loans to directors and executive officers. Loans to senior officers (other than executive officers) are permitted only with the specific approval of the Human Resources & Compensation Committee.

DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

Torstar maintains directors' and officers' liability insurance for itself, its subsidiaries and the directors and officers of Torstar and its subsidiaries. The aggregate policy limit is $40,000,000 per loss or $40,000,000 in any one policy year subject to deductibles as follows: in respect of “non-indemnifiable” claims “against” directors and officers – nil; in respect of claims “indemnified” by Torstar –$1,000,000 for each indemnifiable loss. Generally, under the terms of this insurance, Torstar is reimbursed for payments made to directors and officers by way of indemnity for losses arising during the performance of their duties. The directors and officers are entitled to be reimbursed under this insurance to the extent they are not indemnified by Torstar for such losses. The insurance premiums in respect of such insurance are payable annually, based upon a one-year term. The total premiums for the one-year period beginning April 1, 2019 are $114,525. This amount was paid entirely by Torstar. In addition, Torstar also maintains additional liability insurance coverage for individual directors and officers with an aggregate policy limit of $5,000,000. The total premiums for the one-year period beginning April 1, 2019 are $9,000. This amount was also paid entirely by Torstar.

CORPORATE GOVERNANCE PRACTICES

The Board has adopted a statement of Torstar’s corporate governance guidelines and practices. The statement is reproduced in Schedule 1 and is also available on Torstar’s website at www.torstar.com.

To assist the Board in carrying out its duties, the Board has created committees with specific responsibilities. A summary of Committees and their responsibilities is set out in Schedule 2.

OTHER INFORMATION

Restricted Shares

The holders of the Class B non-voting shares are generally not entitled to vote at any meeting of the shareholders of Torstar. However, if at any time Torstar has failed to pay the full quarterly preferential dividend on the Class B non- voting shares in each of eight consecutive quarters, then and until Torstar has paid full quarterly preferential dividends (7.5 cents per annum) on the Class B non-voting shares for eight consecutive quarters, the holders of the Class B non- voting shares are entitled to vote at all meetings of the shareholders at which directors are to be elected on the basis of one vote for each Class B non-voting share held. In the fourth quarter of 2019, the Board of Directors decided to suspend Torstar’s quarterly dividend. Prior to that date, Torstar had paid in full all quarterly preferential dividends on the Class B non-voting shares. The Board of Directors intends to review its dividend policy again in the fourth quarter of 2020. Holders of Class B non-voting shares are also entitled to vote at all class meetings of holders of Class B non-voting shares.

In 1988, the TSX approved a plan to protect the holders of the Class B non-voting shares in the event of a take-over bid for Class A shares. Generally, the result of the plan is that parties to the Voting Trust Agreement, currently owners of approximately 99% of all outstanding Class A shares, have undertaken to AST Trust Company as Trustee for all holders of Class B non-voting shares that, subject to certain exemptions, they will not dispose of their Class A shares pursuant to a take-over bid, unless the same offer is made to all holders of Class B non-voting shares.

37 Additional information regarding Torstar’s restricted shares and capital structure is provided in Torstar’s 2020 Annual Information Form and is incorporated by reference.

Additional Information about the Corporation

Financial information about Torstar is provided in Torstar’s comparative financial statements and management’s discussion and analysis (“MD&A”) for the year ended December 31, 2019. Additional information relating to Torstar is available on SEDAR at www.sedar.com. Copies of Torstar’s most recent consolidated financial statements and MD&A, interim financial statements, Annual Information Form and this Circular may be obtained by shareholders free of charge upon request by contacting the Secretary of Torstar at 1 Yonge Street, 5th Floor, Toronto Ontario M5E 1E6. For the convenience of Torstar's shareholders, most of the above documents are also available on Torstar's corporate website located at www.torstar.com.

Contacting the Board

Shareholders, employees and other interested parties may communicate directly with the Board through the Chair, by writing to: Chair of the Board of Directors, Torstar Corporation, 1 Yonge Street, 5th Floor, Toronto, Ontario M5E 1E6.

General

Unless otherwise stated, information contained herein is given as of March 9, 2020. Management knows of no matters to come before the Meeting other than the matters referred to in the Notice of Meeting. If any matters which are not now known should properly come before the Meeting, the shares represented by the proxies given in favour of management nominees will be voted on such matters in accordance with the best judgment of the person exercising the Proxy.

The contents and the sending of this Circular have been approved by the Board.

By order of the Board

Marie E. Beyette Senior Vice President, General Counsel & Corporate Secretary

38 SCHEDULE 1 CORPORATE GOVERNANCE GUIDELINES AND PRACTICES

The Torstar Board of Directors is charged with maintaining an effective system of governance for Torstar. The primary duty of the Board is to supervise the management of the business and affairs of Torstar and to act with a view to the best interests of Torstar and its stakeholders. The Board has adopted several governance guidelines and practices to enable it to perform its duties effectively. The Nominating & Corporate Governance Committee regularly monitors developments and best practices.

1. Board of Directors

(a) Independence from Management

In order to assist the Board in functioning independently of management, the Board is led by an independent Chair. The Chair is appointed by the Board on the recommendation of the Nominating & Corporate Governance Committee. The only member of management represented on the Board is the CEO. Under the policies adopted by the Board, the majority of the Board members must be independent, and all of the members of the Audit & Financial Risk Committee, Human Resources & Compensation Committee and Nominating & Corporate Governance Committee must be independent. The Chair leads an executive session of the non-executive directors in the absence of management at the end of each regularly scheduled Board meeting. In 2019, the Board met without management at most of its meetings, including all of its regularly scheduled meetings. Each Committee also holds an executive session excluding management at the end of each Committee meeting. John Honderich is the Chair of the Board. Mr. Honderich is independent from management. He is the Chair of the Voting Trust and served as Publisher of the Toronto Star until 2004. The Board has adopted a practice of appointing a Lead Director where the Chair is also a member of the Voting Trust. Linda Hughes currently serves as Lead Director and as Chair of the Nominating & Corporate Governance Committee.

The Board, on the recommendation of the Nominating & Corporate Governance Committee, assesses the independence of each director on an annual basis, generally at the same time as it approves the nominees for inclusion in this Circular. The Committee considers any applicable independence requirements, together with any relevant information brought forward with respect to each director. In order to assist with this determination, directors are required to complete a questionnaire in this regard each year. Based on the definition of independence in National Instrument 58-101-Disclosure of Corporate Governance Practices, the Board has determined that all of the proposed nominees are independent, except for Mr. Boynton. Mr. Boynton is not considered to be independent because he is an officer and employee of Torstar.

Each of Dorothy Strachan, Elaine Berger, Campbell Harvey, John Honderich and Martin Thall are nominees of the Torstar Voting Trust. They are considered to be independent as their relationships with Torstar result from shareholding only. The members of the Voting Trust hold approximately 99% of the Class A Shares and approximately 28% of the equity of Torstar.

(b) Board Composition

Size of the Board

The Articles of Torstar provide for a minimum of five and a maximum of 20 directors. The Board, through the Nominating & Corporate Governance Committee, regularly reviews the size and composition of the Board to ensure that both are appropriate to facilitate effective decision-making. The number of directors to be elected at the Meeting has been fixed at 10. The Committee has determined that the Board shall normally consist of 10 to 15 members, as this range is believed to provide for the most appropriate balance of expertise and experience while still allowing for effective operation and decision-making.

Board Renewal

The Board has retirement age limits in place, which provide that the Chair shall normally retire from the Board at the annual shareholder meeting immediately following his or her 75th birthday, and other directors shall normally retire from the Board at the annual shareholder meeting immediately following their 72nd birthday. The Board may in its discretion approve exceptions to the normal retirement policy. However, directors elected following their 72nd (or 75th, in the case of the Chair) birthday are required to offer to retire six months prior to each subsequent annual shareholder meeting. In each of 2017, 2018 and 2019, the Board approved an exception to the policy for Elaine Berger, to permit her to serve for an additional year. In each of 2018 and 2019, the Board also approved an exception to the policy for Dorothy Strachan to permit her to serve for an additional year. The Board also considers director performance and any expressed intentions to retire from the Board as part of the annual board and director assessment process. The Board has not adopted term limits for directors. Such term limits could require directors who have gained extensive knowledge and understanding of Torstar’s businesses and are continuing to make a valuable contribution to leave the Board. As set out above, the Board, through the Nominating & Corporate Governance Committee, regularly reviews the size and composition of the Board. Six of Torstar’s current directors have been on the Board for more than 10 years, and two of the current directors have served for less than five years. 39

Change in Principal Occupation

An outside director who retires from his or her normal occupation, or who changes his or her position, shall offer to resign as a director. The Board shall decide, upon the recommendation of the Nominating & Corporate Governance Committee, whether or not to accept such resignation. The determination will be based on a review of the impact of the change on Torstar and the composition of the Board.

Directors who are members of management of Torstar shall offer their resignations when they retire as employees. If requested by the Board, such directors may continue to serve until the next annual meeting of shareholders.

2. Board Mandate

The Board is responsible for supervising the management of the business and affairs of Torstar. The Board mandate sets out various responsibilities to be discharged by the Board, including expectations with respect to attendance at Board meetings and advance review of materials. A copy of the mandate is attached as Schedule 3 to the Information Circular. The mandate is reviewed at least annually by the Nominating & Corporate Governance Committee and the Board.

3. Position Descriptions

The Board has developed a written position description for the Chair of the Board, the Lead Director, and the Chair of each committee. The committee Chair descriptions are incorporated into the various committee terms of reference. The position descriptions are reviewed at least annually by the Nominating & Corporate Governance Committee and the Board.

The Board, through its Human Resources & Compensation Committee, has overseen the development of a position description for the CEO. The Board, through the Human Resources & Compensation Committee, also oversees the development of corporate objectives which the CEO is responsible for meeting. The position description and corporate objectives are reviewed at least annually by the Human Resources & Compensation Committee and the Board. The position description provides that the CEO has general responsibility for the overall management and performance of Torstar, including operational and strategic performance.

4. Director Orientation & Continuing Education

The Board oversees the orientation of new directors and continuing education of directors through the Nominating & Corporate Governance Committee. Directors are expected to be knowledgeable about their legal duties, responsibilities and the business of Torstar. New directors are given a clear indication of the role of the Board and its committees, the contribution individual directors are expected to make (including, in particular, the commitment of time and attention that Torstar expects from its directors), the duties of Torstar directors and the nature and operation of Torstar’s businesses. New directors are provided with in-depth orientation sessions including individual meetings with the head of each major operating company, the CEO, the CFO, the Chair and the Corporate Secretary. New directors are also provided with a directors’ manual that includes written information about Torstar and their duties and responsibilities as directors, including a statement of directors’ duties and responsibilities, committee terms of reference, position descriptions, the Statement of Atkinson Principles, the CEO’s objectives for the most recent fiscal year, and various corporate policies and public disclosure documents from the most recent fiscal year. Directors are also provided with ongoing continuing education which includes periodic tours of Torstar’s major operating companies and regular presentations by senior management and external advisors on various topics. During 2019, these topics included, among others, strategic issues, the competitive environment, legal and regulatory obligations, risk management, taxation, executive compensation, development of new products and platforms, the economy, corporate finance and corporate governance.

5. Ethical Conduct

Torstar has in place a Code of Business Conduct that governs the conduct of the directors, officers and employees of Torstar and its subsidiaries. The purpose of the Code is to ensure that employees act honestly, responsibly, legally and ethically and in the best interests of Torstar. All directors and senior employees provide written confirmation of their compliance with the Code on an annual basis. The Code is reviewed annually by the Board. Any waivers granted to directors or executive officers must be approved by the Chair of the Board.

Torstar has also adopted a Code of Ethics that applies to its senior financial officers, and a Whistleblower Policy to address the reporting, retention and treatment of complaints and concerns regarding questionable accounting, internal accounting controls or auditing matters. Senior financial officers provide written confirmation of their compliance with the Code of Ethics on an annual basis. The Audit & Financial Risk Committee is responsible for monitoring compliance with the Code of Ethics and Whistleblower Policy and reviews them on an annual basis. Any complaints and concerns raised under the Whistleblower Policy are brought to the attention of the Chair of the Audit & Financial Risk Committee.

40 Copies of the Code of Business Conduct and Code of Ethics are available on Torstar’s website, www.torstar.com.

In order to help ensure that directors exercise independent judgment in considering any transaction or agreement in which a director or executive officer has a material interest, any director or executive officer with such an interest is expected to declare the interest and would generally not be present for any discussion or vote regarding the matter.

6. Director Selection & Nomination of Directors

Torstar’s Nominating & Corporate Governance Committee is composed entirely of independent directors. The responsibilities of the Committee are described in Schedule 2 to the Information Circular.

The Committee is responsible for identifying, reviewing and recommending to the Board potential nominees. The Committee invites other directors to suggest potential candidates for consideration. The Committee may from time to time, but does not always, maintain a list of potential director candidates for future consideration. New nominees must be of good character and sound judgment and must subscribe to the Atkinson Principles applicable to the Toronto Star. In identifying nominees, consideration is given to ensuring an appropriate mix of business and professional experience on the Board. In making recommendations to the Board, the Committee considers the competencies and skills considered necessary for the Board, as a whole, to possess; the competencies and skills that each existing director is considered to possess; the competencies and skills each new nominee will bring to the Board; whether or not each new nominee can devote sufficient time and attention to his or her duties as a Board member; and the appropriate size of the Board, with a view to facilitating effective decision-making. In addition to the consideration of competencies and skills described above, the Committee also considers whether a new nominee would contribute to the diversity of the Board, including diversity in professional experience and background as well as in personal characteristics such as gender, race, ethnic background, age and geographic residence. Potential nominees are reviewed with the Chair of the Voting Trust before a formal offer is made, to determine if the Voting Trust is supportive of the candidate.

The Board values diversity, but has not adopted targets or quotas with respect to the composition of the Board as such mechanisms may compromise the identification of the most appropriate candidates. The emphasis in director selection is on finding the most qualified potential directors given the overall needs of the Board at the time, taking into account the specific skills and expertise of candidates as described below as well as the general qualifications and attributes described above. As indicated above, the policies and processes followed by the Board in selecting potential directors require consideration of diversity in gender as well as other characteristics. Four of the current directors and proposed nominees are women. This represents 40% of the proposed nominees. During 2015, Torstar joined the 30% Club Canada, an initiative that supports and endorses the concept, as a goal and not as a quota, that it is good for businesses to work towards having at least 30% of corporate Board seats held by women by 2019.

The Committee has developed a skills matrix to assist in reviewing the skills and expertise of director candidates as well as the Board as a whole. The skills matrix includes a complement of skills and expertise that are believed to be needed for the proper functioning of the Board. The skills matrix is reviewed annually by the Committee to ensure it continues to reflect the Committee’s assessment of the Board’s current needs. The matrix has been developed as an important tool to assist the Committee in identifying any gaps in expertise on the Board, but is not intended to restrict the Committee from considering other skills and attributes when selecting potential new directors. The specific skills and expertise identified in the matrix are intended to be considered in combination with the general qualifications and attributes that the Board seeks in all candidates as described above. The table below sets out the current categories of skills and expertise included in the skills matrix, along with the number of nominees proposed for election to the Board who have been identified as having each skill or expertise.

Skill or Expertise Number of Nominees who Possess Skill or Expertise Senior executive experience 6 Human resource management 2 Strategic planning 9 Accounting/Finance 4 Risk Management 3 Digital and Social Media 5 Newspapers 9 Media/Publishing 9 General Business experience 9 Marketing/Sales/Advertising 3 Corporate Governance/Public Company 6 Other Board Memberships 7

41 7. Majority Voting in Director Elections

As discussed above, Torstar has adopted a majority voting policy which requires that in an uncontested election of directors where the number of nominees equals the number of directors to be elected, any nominee who receives a greater number of votes “withheld” than “for” his or her election will tender a resignation to the Chair of the Board immediately following the shareholders’ meeting. The Nominating & Corporate Governance Committee will consider the resignation and except in exceptional circumstances will recommend that the Board accept it. The Board will make a decision and announce it in a press release within 90 days following the shareholders’ meeting. The Board will accept the resignation absent exceptional circumstances.

8. Director Compensation

The Nominating & Corporate Governance Committee reviews the adequacy and form of directors’ compensation periodically to ensure that it realistically reflects the responsibilities and risks involved in being an effective director.

The Board has adopted minimum shareholding guidelines for directors. Each director is required to hold shares, deferred share units, or a combination thereof with a value of at least $180,000 within four years from their date of election to the Board. The value is determined based on the greater of the current market value of the shares and the director’s acquisition cost. Until this minimum share ownership level is reached, directors are required to take the cash portion of the annual base retainer in the form of deferred share units.

9. Executive Compensation

The Human Resources & Compensation Committee is responsible for reviewing and approving the corporate goals and objectives relevant to CEO compensation, evaluating the CEO’s performance in light of those corporate goals and objectives, and recommending the CEO’s compensation to the Board based on this evaluation. The Committee also approves compensation arrangements for other senior executives with base salaries of $350,000 or more, and approves incentive compensation plans and equity-based plans and grants. The Committee also reviews executive compensation disclosure. Executive compensation details for 2019 are described under the Compensation Discussion and Analysis in the Information Circular. The Human Resources & Compensation Committee is composed entirely of independent directors. The responsibilities of the Committee are described in Schedule 2 to the Information Circular.

10. Gender Diversity - Executives

The emphasis in hiring and promotion of executives is on finding the most qualified individuals given the needs of Torstar at the time. Torstar values diversity, but has not adopted gender-based targets or quotas with respect to executives as such mechanisms may compromise the identification of the most appropriate candidates. As a result, the proportion of women in senior roles varies from time to time. Of the 14 current executive officers of Torstar and its major subsidiaries, five (or 36%) are women.

11. Board Assessments

The Nominating & Corporate Governance Committee, with the assistance of the Chair and Corporate Secretary, is responsible for overseeing the review of the effectiveness of the Board, its Committees and individual directors at least annually. The Committee determines the most appropriate method of evaluation to be used each year. Recommendations arising from the review process are considered by the Committee and reviewed with the full Board. Changes are implemented as deemed appropriate by the Board. Management is advised of any suggestions for process improvements flowing from the Committee and Board reviews.

For 2019, directors were asked to complete written evaluations in respect of the Board and its Committees. The evaluation forms were reviewed and approved in advance by the Committee, and included various matters relating to the operation of the Board and its Committees, including board oversight, engagement, strategic planning, general effectiveness, risk management, participation, the adequacy and timeliness of information provided to directors, and satisfaction with corporate governance structures and processes. These evaluations also included a self-assessment and peer commentary, and an evaluation of the Committees by each Committee Chair. They were supplemented by individual interviews between the Chair and directors. An overall summary of the Chair’s recommendations, based on the responses received and his discussions with the directors, was reviewed with the Committee and then the full Board. Written evaluations in respect of each of the Chair and Lead Director were also completed on a confidential basis and discussed with the Committee and the Board.

42 12. Corporate Disclosure & Communication

The Board oversees Torstar’s continuous disclosure program, which is structured to ensure that material information is released in a timely and appropriate fashion. The Board approves communications with respect to major financial issues or developments, including annual and quarterly financial statements, MD&A and related press releases.

13. Board Committees

To assist the Board in carrying out its duties, the Board has created committees with specific responsibilities. The standing committees currently in place include the Audit & Financial Risk Committee, Human Resources & Compensation Committee, and Nominating & Corporate Governance Committee. A Pension Committee was in place during 2019, but is no longer required following the completion of the merger of the Corporation’s defined benefit pension plans with the CAAT Plan in late 2019. The ongoing responsibilities of that Committee have been transferred to the Audit & Financial Risk Committee. Each Committee has its own written terms of reference which set out the responsibilities of the Committee as well as qualifications for committee membership. All members of the Audit & Financial Risk Committee, Human Resources & Compensation Committee and Nominating & Corporate Governance Committee must be independent. Committee memberships are approved by the Board on the recommendation of the Nominating & Corporate Governance Committee. The Chair of each Committee, in consultation with appropriate members of the Committee and senior management, develops the agenda for each meeting. Each Committee reports to the Board on the results of each Committee meeting. The performance of each Committee is evaluated annually.

14. Strategic Planning

The Board is actively involved in Torstar’s strategic planning process. The Board discusses, reviews and approves Torstar’s three-year strategic plan each year, and monitors Torstar’s performance against the strategic plan on an ongoing basis. The Board normally holds a two-day off-site strategic planning and review session each year.

15. Risk Assessment & Internal Controls

The Board reviews the principal risks of Torstar’s business identified by management, the systems recommended by management to manage the risks identified and receives regular reports on the results of these systems. The Board also reviews the information gathering and reporting system that provides the Board and management with information respecting material acts, events and conditions within Torstar. The monitoring of these systems is conducted primarily through the Committee system described in Schedule 2. Certain risks are dealt with through the discussion of strategic issues at the Board level. Torstar’s senior executives are responsible for making regular reports to the Board or its Committees on the management of the identified risks. In addition to the regular reviews described above, in 2015, the Audit & Financial Risk Committee reviewed with management a multi-level enterprise risk and control assessment process which included at a high level an assessment of key business and strategic risks in order to capture changing business risks and monitor key risk mitigation activities. As part of this process, the Board ensured that the key risks identified had been assigned for oversight by the Board or one or more of its Committees, as reflected in the Board and Committee mandates. This review was updated and further reviewed with the Audit & Financial Risk Committee in each subsequent year, including 2019.

The Board, through the Audit & Financial Risk Committee, oversees management in maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures. The internal auditors provide independent assurance on the effectiveness of internal controls, procedures and processes in place across the organization, including financial and operational controls. The internal auditors submit quarterly reports to the Audit & Financial Risk Committee each year.

* * * * *

43 SCHEDULE 2 BOARD COMMITTEES & RESPONSIBILITIES

Committee Responsibilities Audit & Financial Risk Committee The primary purpose of the Audit & Financial Risk Committee is to assist the Board in discharging its responsibilities relating to the oversight of (a) the integrity of Torstar’s Daniel Jauernig - Chair financial statements; (b) Torstar’s compliance with legal and regulatory requirements Paul Weiss regarding financial reporting and related securities matters; (c) the external auditor’s John Honderich qualifications and independence; (d) the adequacy of Torstar’s internal controls over Linda Hughes financial reporting; (e) the performance of the external auditors and Torstar’s internal audit Alnasir Samji function; and (f) Torstar’s compliance with its obligations under the CAAT Plan and Martin Thall monitoring significant developments and service standards related to the CAAT Plan. All

members of the Committee must be, and are, independent and financially literate.

The Audit & Financial Risk Committee usually meets four times each year. The Committee Terms of Reference are reviewed annually by the Committee and the Board. The Terms of Reference are available on Torstar’s website and are also appended to Torstar’s 2020 Annual Information Form. They include responsibility for the following matters (among other things):

• meeting with external auditors and internal auditors (together with and separate from management) to discuss auditing, internal control matters and financial reporting issues; • reviewing and recommending to the Board for approval the annual and interim financial statements, MD&A and earnings press releases; • being satisfied that adequate procedures are in place for the review of Torstar’s public disclosure of financial information extracted or derived from Torstar’s financial statements; • reviewing the nature and scope of the annual audit and considering the engagement or re-appointment of the external auditors for approval by shareholders and recommending the compensation of the external auditors to the Board; • pre-approval of all non-audit services provided to Torstar by the external auditors; • establishment of procedures for the receipt, retention and treatment of complaints received by Torstar regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters; • reviewing and approving hiring policies regarding partners, employees and former partners and employees of Torstar’s auditors; • overseeing the resolution of any disagreements between management and the external auditors regarding financial reporting; and • being satisfied that Torstar has established an appropriate Code of Ethics for its senior financial officers.

Additional disclosure regarding the Audit & Financial Risk Committee is set out in the 2020 Annual Information Form under “Directors and Officers – Audit & Financial Risk Committee”.

44 Committee Responsibilities Nominating & Corporate Governance The Nominating & Corporate Governance Committee oversees Torstar’s corporate Committee governance practices including: proposing to the full Board new nominees for the Board; the orientation and ongoing assessment of directors; changes to the approach of the Board Linda Hughes – Chair to governance issues; the effectiveness of the Board and its Committees; and the interaction Elaine Berger of the Board with management. All members of the Committee must be, and are, Daryl Aitken independent. Campbell Harvey

John Honderich The Nominating & Corporate Governance Committee usually meets two or three times Alnasir Samji each year. The Committee met twice in 2019. The Committee Terms of Reference are reviewed annually by the Committee and the Board. The Terms of Reference are available on Torstar’s website, and include responsibility for the following matters (among other things):

• assessing the status of each director as independent; • recommending to the Board appropriate and effective corporate governance guidelines and procedures; • recommending the criteria and process for identifying, recruiting, nominating, appointing and orienting new directors; • evaluating the effectiveness of the Board, its committees and individual directors; • recommending to the Board nominees for election as directors; • recommending Board committee appointments; • ensuring that the Board maintains good communications with Torstar’s shareholders; • the development of an education program for directors; • the retention and termination of any outside advisor that the Committee determines to be necessary to carry out its duties; and • recommending the compensation of directors.

Human Resources & Compensation The Human Resources & Compensation Committee has responsibility for the remuneration Committee and employment of senior officers, executive benefit and performance plans, and environmental and health and safety matters. All members of the Committee must be, and John Honderich – Chair are, independent. Linda Hughes Dorothy Strachan The Human Resources & Compensation Committee usually meets four times each year. Martin Thall The Committee met four times in 2019. The Committee Terms of Reference are reviewed Daryl Aitken annually by the Committee and the Board. The Terms of Reference are available on Torstar’s website, and include responsibility for the following matters (among other things):

• review and approval of corporate goals and objectives relevant to CEO compensation; • review of CEO performance in light of approved goals and objectives; • review and approval of compensation and material employment terms for the CEO for recommendation to the Board; • review and approval of compensation and material employment terms for senior executives with base salaries of $350,000 or more; • review and approval of executive incentive programs and equity based plans; • review and approval of grants to employees under equity-based plans (and recommend to the Board grants to the CEO under such plans) • review of succession and staff development plans; • reviewing environmental, health, safety and wellness matters; • review of the compensation discussion and analysis and related executive compensation disclosure; and • the retention and termination of any outside advisor used to assist in the evaluation of executive compensation and the approval of the fees and other retention terms of such advisors.

45 SCHEDULE 3 BOARD MANDATE

The members of the Board are responsible for supervising the management of Torstar's business and affairs. The Board performs the regular functions set out below in order to discharge this mandate. The Board has the prerogative to take whatever additional action it considers to be in Torstar's best interests. If there is any doubt as to whether or not a particular matter should be referred to the Board, the Chair should be consulted. If doubt remains after consultation with the Chair, the matter should be referred to the Board.

Each member of the Board is expected to review meeting materials in advance and to attend, where possible, all scheduled meetings of the Board and any applicable committees.

SUBJECT MATTER ACTION REQUIRED BY WHOM

STRATEGIC PLANS Approve Torstar’s three-year strategic plan each year, taking into account the Board AND OBJECTIVES opportunities and risks of Torstar’s business, and monitor Torstar’s performance against the strategic plan on an ongoing basis.

Review and approve the Annual Business Plans of Torstar and its major operating divisions each year, as well as their respective longer term corporate Board goals.

HUMAN RESOURCES Appoint senior officers of Torstar (including Chief Executive Officer Board on recommendation of (“CEO”), Chief Financial Officer, Executive Vice Presidents, President of Human Resources & Daily News Brands & Community News Brands, and Publisher and Editor-in- Compensation Committee Chief of The Toronto Star). ("HRC Committee")

Establish objectives for the CEO and monitor CEO's performance against Board on recommendation of those objectives. HRC Committee

Approve CEO compensation Board on recommendation of HRC Committee

Approve equity-based employee benefit plans. Board on recommendation of HRC Committee

Review executive incentive programs including the supplementary retirement HRC Committee with income plan periodic reports to the Board

Review and monitor Torstar’s participation in the CAAT pension plan Audit & Financial Risk Committee (“Audit Committee”) with periodic reports to the Board

Review plans for the succession and development of senior management HRC Committee with review by the Board

Approve major organizational changes affecting Torstar. Board after recommendation by CEO and, as applicable, on recommendation of HRC Committee

ASSET ADMINISTRATION Approve Torstar’s annual consolidated capital budget. Board

Approve capital expenditures of amounts greater than $6,000,000 and receive Board periodic reports of performance against objectives of major capital expenditures made.

Approve the acquisition and disposition of assets having a book value in Board excess of $6,000,000.

46 SUBJECT MATTER ACTION REQUIRED BY WHOM

RISK MANAGEMENT Review the information gathering and reporting system that provides the Board Board and management with information respecting material acts, events and conditions within Torstar (on a consolidated basis).

Review the principal risks of Torstar’s business, the systems recommended by Board with advice from Audit management to manage the risks identified and receive and review regular Committee reports on the results of these systems.

FINANCIAL Approve banking resolutions respecting Torstar and designate, in accordance Board ADMINISTRATION with the by-laws, those officers or employees authorized to conduct Torstar’s banking business.

Review and approve Torstar’s annual consolidated budget and receive and Board review periodic reports as to actual results as compared to the budget.

Authorize the limits and terms of: Board (a) long-term borrowing (b) new short-term lines of credit for $10,000,000 or more, and (c) increases of $10,000,000 or more in existing short-term lines of credit.

Approve the issuance by Torstar of any guarantees where the amount Board guaranteed is not fixed, or if fixed exceeds $5,000,000.

Authorize the issuance of securities of Torstar. Board

Approve policies governing short-term investments, foreign exchange Board on recommendation of transactions, use of derivatives and other financial instruments by Torstar, Audit Committee including a list of qualified institutions with which Torstar’s funds may be deposited or invested.

Approve all interim financial statements and the annual consolidated financial Board on recommendation of statements. Audit Committee

Approve Annual Information Form and Management’s Discussion & Analysis. Board on recommendation of Audit Committee

Approve the recommendation to shareholders regarding the appointment of the Board on recommendation of external auditors of Torstar. Audit Committee

Approve all material transactions involving the assets of Torstar, its operating Board divisions and subsidiaries not otherwise authorized by this Statement.

Approve material changes to any material transaction. Board

Take appropriate action if financial performance falls short of Torstar’s goals Board or special circumstances warrant.

Assess the adequacy of Torstar’s internal controls and management Board on recommendation of information systems. Audit Committee

CORPORATE Authorize the commencement of any material new line of business or the Board DEVELOPMENT discontinuance of a material line of business. ACTIVITIES Authorize the establishment of material new subsidiaries and changes in their Board business or corporate structure which could materially affect Torstar.

POST AUDITING Receive reports from management on (but not necessarily limited to) major Board capital expenditures, acquisitions, short and long range objectives and strategies, and performance criteria against longer range targets and budgets.

LEGAL MATTERS Receive advice of litigation by or against Torstar where the amount at issue is Audit Committee and report material or a matter of significance. to Board

Approve amendments to Articles of Incorporation and By-Laws. Board/Shareholders

47 SUBJECT MATTER ACTION REQUIRED BY WHOM

Authorize listing applications and agreements with any Stock Exchange. Board

Review reports by management with respect to corporate policies and Board and various programs to ensure compliance with statutory and regulatory requirements committees affecting the operations of Torstar.

SHAREHOLDER Review and approve changes to Torstar’s communications policy, including Board RELATIONS procedures for receiving feedback from shareholders.

Fix dates for Annual and Special Meetings of Shareholders. Board

Determine any dividend policy of Torstar and declare dividends. Board

Approve proxy materials prepared in connection with shareholder meetings. Board, with input from various committees

Advise shareholders on a timely and appropriate basis of material new CFO or CEO or Board developments. (Board approval is required with respect to material financial issues or developments.) HRC Committee and report Review reports on environmental effects of Torstar’s operations. to Board BOARD OF DIRECTORS Nominate candidates for election as Directors at the annual meeting and Board on recommendation of MATTERS appoint Directors to fill interim vacancies on the Board, taking into Nominating and Corporate consideration requirements and best practices relating to director Governance Committee independence. (“NCG Committee”)

Review orientation and continuing education programs for Directors. NCG Committee with review by Board

Determine the title, composition and mandates of committees of the Board, Board on recommendation of taking into consideration requirements and best practices relating thereto. NCG Committee

Determine position descriptions for the Chair of the Board and each committee Board on recommendation of and the Lead Director. NCG Committee

Review annually the Statement of Directors’ Duties and Responsibilities. Board on recommendation of NCG Committee

Approve corporate governance principles and guidelines applicable to Torstar. Board on recommendation of NCG Committee

Monitor the activities of committees of the Board, including receiving regular Board reports from those committees.

Monitor the effectiveness of the Chair of the Board, the Chair of each Board on recommendation of committee, the Lead Director and individual directors. NCG Committee

Review and approve Directors’ compensation arrangements. Board on recommendation of NCG Committee

Review and approve Directors’ insurance arrangements. Board on recommendation of Audit Committee

Receive reports from management on any development in the affairs of Torstar Board which may have a material adverse effect on it.

Develop guidelines to permit an individual Director in appropriate Board circumstances to engage an outside advisor at the expense of Torstar.

OCCUPATIONAL SAFETY Monitor Torstar’s compliance with occupational health & safety legislation HRC Committee and report & HEALTH and approve material changes to Torstar’s information gathering and reporting to the Board system respecting such legislation.

48 SUBJECT MATTER ACTION REQUIRED BY WHOM

ENVIRONMENTAL ISSUES Monitor Torstar’s compliance with environmental legislation and approve HRC Committee and report material changes to policies and procedures respecting monitoring of reporting to the Board and due diligence requirements.

SOCIAL RESPONSIBILITY Approve changes to Torstar’s Code of Business Conduct and review reports on Board AND ETHICAL CONDUCT compliance with Torstar’s Code of Business Conduct.

Satisfy itself as to the integrity of the CEO and other senior executives and that Board such individuals create a culture of integrity at Torstar.

TORONTO STAR & THE Provide oversight and guidance (including periodic review with management) Board ATKINSON PRINCIPLES to ensure that the editorial policy of the Toronto Star observes and promotes the Atkinson Principles; and overall management of the Toronto Star is conducted in a manner as to preserve its role as a great metropolitan newspaper.

49