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Annual Information Form for the Year Ended December 31

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Annual Information Form for the Year Ended December 31 ANNUAL INFORMATION FORM FOR THE YEAR ENDED DECEMBER 31, 2018 March 6, 2019 TABLE OF CONTENTS EXPLANATORY NOTES .......................................................................................................................................................... 1 CAUTION REGARDING FORWARD-LOOKING STATEMENTS .................................................................................... 1 CORPORATE STRUCTURE .................................................................................................................................................... 2 BUSINESS OF THE CORPORATION ..................................................................................................................................... 3 GENERAL DEVELOPMENT OF THE BUSINESS ............................................................................................................... 34 RISK FACTORS AND UNCERTAINTIES .............................................................................................................................. 35 DIVIDENDS AND DISTRIBUTIONS ....................................................................................................................................... 66 DESCRIPTION OF CAPITAL STRUCTURE ......................................................................................................................... 67 MARKET FOR SECURITIES ................................................................................................................................................... 68 CREDIT RATINGS ..................................................................................................................................................................... 69 DIRECTORS AND OFFICERS ................................................................................................................................................. 70 LEGAL PROCEEDINGS AND REGULATORY ACTIONS ................................................................................................. 81 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ...................................................... 84 TRANSFER AGENT AND REGISTRAR................................................................................................................................. 84 MATERIAL CONTRACTS ....................................................................................................................................................... 84 INTEREST OF EXPERTS ......................................................................................................................................................... 85 ADDITIONAL INFORMATION ............................................................................................................................................... 85 SCHEDULE A – AUDIT COMMITTEE CHARTER ............................................................................................................. A-1 EXPLANATORY NOTES The information contained in this annual information form is as of December 31, 2018 unless otherwise indicated, and unless the context otherwise requires, references to “The Stars Group”, the “Corporation”, “it”, “its” or similar expressions refer to The Stars Group Inc. and its consolidated subsidiaries, or any of them. This annual information form should be read in conjunction with the information contained in The Stars Group’s audited consolidated financial statements and related notes for the year ended December 31, 2018 (the “2018 Annual Financial Statements”) and the Management’s Discussion and Analysis thereon (the “2018 Annual MD&A”). All references in this annual information form to “dollars”, “US$” and “$” are to U.S. dollars, “CDN$” are to Canadian dollars, “€” are to Euros, “£” are to British pound sterling and “AUD” or “AUD$” are to Australian dollars. The Corporation has certain proprietary rights to certain company names, product names, trade names and trademarks used in this annual information form that are important to its business, including The Stars Group, PokerStars, Sky Bet, BetEasy and those brands listed under the heading “Business of the Corporation—Overview”. The Corporation has omitted the registered trademark (®) and trademark (™) symbols and any other related symbols for such trademarks and all related trademarks, including those related to specific products or services, when used in this annual information form. All other names and trademarks are the property of their respective owners. For purposes of this annual information form, unless context requires otherwise or otherwise defined, all references in this annual information form to “gaming” include all online gaming (e.g., poker, casino and bingo) and betting. As at the date of this annual information form, the Corporation has four major lines of operations: real-money online poker, real-money online betting (sometimes referred to herein as sportsbook or sports betting), real-money online casino and, where applicable, bingo (sometimes referred to collectively as casino and/or gaming), and other gaming-related revenues, including revenues from social and play-money gaming, live poker events, branded poker rooms, Oddschecker and other nominal sources of revenue. Unless otherwise indicated, information contained in this annual information form concerning The Stars Group’s industry and the markets in which it operates, including its perceived trends and market position, opportunity and size, is based on information from various sources, on The Stars Group’s and its management’s assumptions and on its knowledge of the markets for its products and services. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. The Stars Group has not independently verified any third-party information and cannot assure you of its accuracy or information. While The Stars Group believes the industry and market information included in this annual information form is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of The Stars Group’s future performance and that of the industry in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the caption “Risk Factors and Uncertainties” in this annual information form. These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by The Stars Group. CAUTION REGARDING FORWARD-LOOKING STATEMENTS This annual information form contains certain forward-looking information and statements (collectively, “forward-looking statements”) within the meaning of the Private Securities Litigation Reform Act of 1995 and applicable securities laws, including statements relating to certain expectations, projections, growth plans, new or improved product introductions, market expansion efforts, and other information related to The Stars Group’s business strategy and future plans. Forward-looking statements can, but may not always, be identified by the use of words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “would”, “should”, “believe”, “objective”, “ongoing”, “imply”, “assumes”, “goal”, “likely” and similar references to future periods or the negatives of these words and expressions and by the fact that these statements do not relate strictly to historical or current matters. These forward-looking statements are based on management’s current expectations and are subject to a number of risks, uncertainties, and assumptions, including market and economic conditions, business prospects or opportunities, future plans and strategies, projections, technological developments, anticipated events and trends and regulatory changes that affect The Stars Group, its subsidiaries and their respective customers and industries. Although the Corporation and management believe that the expectations reflected in such forward-looking statements are reasonable and are based on reasonable assumptions and estimates as of the date hereof, there can be no assurance that these assumptions or estimates are accurate or that any of these expectations will prove accurate. Forward-looking statements are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies that could cause actual events to differ materially from those expressed or implied in such statements. Actual results and developments are likely to differ, and may differ materially, from those anticipated by The Stars Group and expressed or implied by the forward-looking statements contained in this annual information form. Such statements are based on a number of assumptions and risks which may prove to be incorrect, including assumptions about: the Corporation’s ability to secure, maintain and comply with all required licenses, permits, approvals and certifications to offer and market its product offerings in the jurisdictions where the Corporation is currently doing business or intends to do business; - 1 - the anticipated regulation or prohibition of online gaming or activities related to or necessary for the operation and offering of online gaming in various jurisdictions; the anticipated outcome of litigation involving the Corporation; the overall business and economic conditions; the potential
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