SLEEP COUNTRY CANADA HOLDINGS INC. ANNUAL INFORMATION FORM For the year ended December 31, 2017 March 1, 2018 TABLE OF CONTENTS CAUTION REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION .......... 1 NON-IFRS MEASURES ............................................................................................................................ 2 GENERAL DEVELOPMENT OF THE BUSINESS .............................................................................. 3 DESCRIPTION OF THE BUSINESS ....................................................................................................... 5 RISK FACTORS ....................................................................................................................................... 11 MATERIAL CONTRACTS .................................................................................................................... 20 DIRECTORS AND EXECUTIVE OFFICERS ..................................................................................... 21 MARKET FOR SECURITIES ................................................................................................................ 26 PROMOTERS ........................................................................................................................................... 27 TRANSFER AGENT AND REGISTRAR ............................................................................................. 27 INTERESTS OF EXPERTS .................................................................................................................... 27 ADDITIONAL INFORMATION ............................................................................................................ 27 AUDIT COMMITTEE ............................................................................................................................. 27 APPENDIX A CHARTER OF THE AUDIT COMMITTEE ................................................................ 1 - i - CAUTION REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION This Annual Information Form ("AIF") contains "forward looking information" within the meaning of applicable Canadian securities laws. Forward-looking information may relate to the future outlook of Sleep Country Canada Holdings Inc. ("Sleep Country" or the "Company") and anticipated events or results and may include information regarding the financial position, business strategy, growth strategy, budgets, operations, financial results, taxes, dividends, plans and objectives of the Company. Particularly, information regarding future results, performance, achievements, prospects or opportunities of the Company or the Canadian market is forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events. Discussions containing forward-looking information may be found, among other places, under "Description of the Business", "Dividend Policy" and "Risk Factors". These forward-looking statements include, among other things, statements relating to: the Company's expectations regarding its revenue, expenses and operations; the Company's future growth plans, including new store openings, relocations, renovations and closures, entry into existing, satellite and new markets, and acquisitions; the Company's expectations with respect to growth resulting from its marketing and advertising efforts; the Company's expectations with respect to growth resulting from the continued implementation of the enhanced store design; the Company's expectations with respect to growth resulting from the continued implementation of its sales associate training programs; the Company's intention to declare dividends and the anticipated timing and quantum of any dividends; the Company's expectations with respect to its relationships with its suppliers; the Company's expectations with respect to its ability to leverage its scale to improve margins; anticipated trends and challenges in the Company's business and the market in which it operates; and the market price for the common shares of the Company ("Common Shares"). - 2 - These statements and other forward-looking information are based on opinions, assumptions and estimates made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate and reasonable in the circumstances, but there can be no assurance that such estimates and assumptions will prove to be correct. In addition, if any of the assumptions or estimates made by management prove to be incorrect, actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this AIF and the documents incorporated by reference herein. Accordingly, prospective purchasers are cautioned not to place undue reliance on such statements. Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date such statements are made, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the following factors described in greater detail in "Risk Factors": industry risk and economic sensitivity; effectiveness and efficiency of advertising expenditures; ability to maintain profitability and implement growth strategy; fluctuations in same store sales; damage to the Company's reputation; competition; seasonality and weather; real estate; dependence on key personnel; labour relations; relationship with suppliers; intellectual property; dependence on distribution centres and timely delivery to customers; dependence on management information systems; internet, privacy and confidentiality; insurance; comfort and price guarantees; debt covenants in the Credit Facility (as defined herein); dependence on operating subsidiary; fluctuations in product cost, inflation and foreign currency; legal proceedings; government regulation; third-party consumer financing arrangements; price volatility of the Common Shares; forward-looking information; payment of dividends; internal control over financial reporting; dilution; and securities analysts' research or reports could impact the price of the Common Shares. These factors and assumptions are not intended to represent a complete list of the factors and assumptions that could affect the Company. These factors and assumptions, however, should be considered carefully. All of the forward-looking information in this AIF is qualified by these cautionary statements. Statements containing forward-looking information contained or incorporated by reference herein are made only as of the date of this AIF. The Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law. For additional information with respect to certain of these and other risks or uncertainties, reference should be made to the section entitled "Risk Factors" on pages 10 to 20 of this AIF and to Sleep Country's continuous disclosure materials filed from time to time with Canadian Securities Regulatory Authorities, which are available on the System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com. Additional risks and uncertainties not presently known to the Company or that Sleep Country currently believes to be less significant may also adversely affect the Company. NON-IFRS MEASURES This AIF makes reference to certain non-International Financial Reporting Standards ("IFRS") measures such as “Same Store Sales” (‘SSS’), “Operating EBITDA” and “Adjusted Net Income”. These measures are not recognized measures under IFRS and do not have a standardized meaning prescribed by IFRS. They are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS measures by providing further understanding of the Company's results of operations from management's perspective. - 3 - Accordingly, they should not be considered in isolation or as a substitute for analysis of the Company's financial information reported under IFRS. These non-IFRS measures are used to provide investors with supplemental measures of the Company's operating performance and thus highlight trends in its core business that may not otherwise be apparent