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Postmedia Network Canada Corp POSTMEDIA NETWORK CANADA CORP. ANNUAL INFORMATION FORM November 26, 2014 TABLE OF CONTENTS GLOSSARY OF TERMS ............................................................................................................................... 1 CERTAIN REFERENCES, FORWARD-LOOKING STATEMENTS AND INDUSTRY INFORMATION ...... 4 CORPORATE STRUCTURE ........................................................................................................................ 7 Name, Address, Incorporation and Constating Documents ............................................................. 7 Intercorporate Relationships ............................................................................................................ 7 GENERAL DEVELOPMENT OF THE BUSINESS ....................................................................................... 8 History of the Corporation ................................................................................................................ 8 OVERVIEW OF THE BUSINESS ............................................................................................................... 10 General........................................................................................................................................... 10 Newsmedia Operations .................................................................................................................. 11 Functional Operations .................................................................................................................... 14 Competitive Conditions .................................................................................................................. 18 Components ................................................................................................................................... 19 Intangible Properties ...................................................................................................................... 19 Cycles............................................................................................................................................. 20 Environmental Protection ............................................................................................................... 20 Employees ..................................................................................................................................... 20 Regulation ...................................................................................................................................... 20 RISK FACTORS .......................................................................................................................................... 21 DIVIDENDS ................................................................................................................................................. 21 DESCRIPTION OF CAPITAL STRUCTURE .............................................................................................. 21 General........................................................................................................................................... 21 Rights upon Liquidation, Dissolution or Winding-Up ...................................................................... 22 Voting Shares ................................................................................................................................. 22 Variable Voting Shares .................................................................................................................. 23 Coattail Provision ........................................................................................................................... 23 Declaration as to Canadian Status ................................................................................................ 24 SHAREHOLDER RIGHTS PLAN ................................................................................................................ 24 INDEBTEDNESS ........................................................................................................................................ 30 MARKET FOR SECURITIES ...................................................................................................................... 32 Trading Price and Volume ............................................................................................................. 32 DIRECTORS AND OFFICERS ................................................................................................................... 33 Name, Occupation and Security Holding ....................................................................................... 33 Biographies .................................................................................................................................... 34 Cease Trade Orders or Bankruptcies ............................................................................................ 37 Penalties or Sanctions ................................................................................................................... 39 Conflicts of Interest ........................................................................................................................ 39 Share Ownership Guidelines ......................................................................................................... 39 LEGAL PROCEEDINGS AND REGULATORY ACTIONS ......................................................................... 40 Legal Proceedings ......................................................................................................................... 40 (i) INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS .................................... 40 TRANSFER AGENT AND REGISTRAR ..................................................................................................... 41 MATERIAL CONTRACTS ........................................................................................................................... 41 INTERESTS OF EXPERTS ........................................................................................................................ 42 AUDIT COMMITTEE INFORMATION ........................................................................................................ 42 ADDITIONAL INFORMATION .................................................................................................................... 44 SCHEDULE “A” CHARTER OF THE AUDIT COMMITTEE (ii) - 1 - GLOSSARY OF TERMS In this Annual Information Form, the following terms will have the meanings set forth below, unless otherwise indicated. Words importing the singular include the plural and vice versa and words importing any gender include all genders. “ABL Collateral” means the accounts receivable, cash and cash equivalents, inventory and related assets of Postmedia Network Inc. and the guarantors, which constitute collateral for the New ABL Facility on a first-priority basis, for the First-Lien Notes on a second-priority basis and for the Second-Lien Notes on a third-priority basis. “ABL Facility” has the meaning ascribed to such term under “Indebtedness – ABL Facility”. “Annual Information Form” means this annual information form. “Board” or “Board of Directors” means the board of directors of Postmedia Network Canada Corp. “Business Day” means a day on which banks are open for business in Toronto, but does not include a Saturday, Sunday or a holiday in the Province of Ontario. “CBCA” means the Canada Business Corporations Act. “CCAA” means the Companies’ Creditors Arrangement Act (Canada). “Canso” has the meaning ascribed to such term under “General Development of the Business – History of the Corporation”. “Canwest Global” means Canwest Global Communications Corp., a corporation incorporated under the laws of Canada and the indirect parent company of Canwest LP. “Canwest LP” means the Canwest Limited Partnership/Canwest Societe en Commandite, a limited partnership formed under the laws of the province of Ontario whose general and limited partnership interests were owned by Canwest (Canada) Inc. and 4501071 Canada Inc., respectively, together with its subsidiaries. “dollars” or “$” means Canadian dollars. “DSU” means a right to receive, on a deferred basis, an amount of money subject to and in accordance with the terms of the DSU Plan, credited to a Member (as such term is defined in the DSU Plan) and reflected as an entry in a Member’s DSU Account (as such term is defined in the DSU Plan) in accordance with the DSU Plan. “DSU Plan” means the deferred share unit plan of the Corporation dated as of July 13, 2010, as amended thereafter. “First-Lien Notes” means the 8.25% Senior Secured Notes due 2017 issued by Postmedia Network Inc. on August 16, 2012 pursuant to the terms and conditions of the First-Lien Notes indenture. “First-Lien Notes Collateral” means substantially all the assets of Postmedia Network Inc. and the guarantors (other than ABL Collateral) and certain customary exclusions, which constitutes collateral for the First-Lien Notes on a first-priority basis, Second-Lien Notes on a second-priority basis and for the New ABL Facility on a third-priority basis. “First Supplemental Indenture” - has the meaning ascribed to such term under “General Development of the Business – History of the Corporation”. - 2 - “Fiscal” means the twelve month period ending on August 31 of such year. “Glacier Transaction” has the meaning ascribed to such term under “General Development of the Business – History of the
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