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Autocanada Inc 2018 Annual Information Form Dated: March 14, 2019 Annual Information Form Table of Contents GENERAL DISCLOSURE MATTERS 1 CAPITAL STRUCTURE 35 Certain References and Glossary 1 AutoCanada Inc. 35 Date of Information 1 CREDIT RATINGS 36 Forward Looking Information 1 DIVIDENDS/DISTRIBUTIONS 37 Non-GAAP Measures 3 Dividend Policy 37 CORPORATE STRUCTURE 4 Historical Distributions 37 Intercorporate Relationships 4 MARKET FOR SECURITIES 38 OVERVIEW AND DEVELOPMENT OF 5 OUR BUSINESS Trading Price and Volume 38 Overview 5 Prior Sales 38 History 6 DIRECTORS AND OFFICERS 39 Significant Acquisitions 8 Corporate Cease Trade Orders or Bankruptcies 40 Our Operations 9 Personal Bankruptcies 40 Sources of Revenue and Gross Profit 9 Conflicts of Interest 40 Locations 14 Charter of the Audit Committee 40 Acquisitions, Divestitures, Investments and Relocations 15 Composition of the Audit Committee 40 Competition 17 Relevant Education and Experience 40 Our Competitive Strengths 17 External Auditor Service Fees (by category) 42 Inventories 18 LEGAL PROCEEDINGS AND Automobile Dealership Franchise Agreements 19 REGULATORY ACTIONS 42 Financing 21 INTEREST OF MANAGEMENT AND Marketing 23 OTHERS IN MATERIAL Management Information Systems 24 TRANSACTIONS 42 Employees 24 TRANSFER AGENT AND REGISTRAR 42 Our Intellectual Property and Proprietary Rights 25 Regulatory Matters and Policies 25 MATERIAL CONTRACTS 43 RISK FACTORS 26 INTEREST OF EXPERTS 43 Risks Related to Our Business and the Industry in ADDITIONAL INFORMATION 43 Which We Operate 26 SCHEDULE A — GLOSSARY OF TERMS 44 SCHEDULE B — AUDIT COMMITTEE CHARTER 46 General Disclosure Matters Certain References and management’s expected usage of GAAP and non-GAAP financial measures; Glossary expectations of reduced supply of off- lease vehicles in the future; In this Annual Information Form (“AIF”), unless the context otherwise requires, references to expectations that an extended “AutoCanada”, “ACI”, the “Company”, “we”, “us”, manufacturer’s warranty will increase our “our” or similar terms refer to AutoCanada Inc. potential to retain pre-owned vehicle together with its subsidiaries. purchasers as future parts and service customers; The “Glossary of Terms” attached as Schedule A to this AIF contains definitions of terms used in this AIF. intentions to improve our used vehicle trade-in valuation process; expectations to improve used inventory Date of Information turnover; relocating certain dealerships may provide The information in this AIF is presented as of growth and the timing and cost of March 14, 2019, unless otherwise indicated. relocations; intentions surrounding our incentive and Forward Looking compensation plans; Information future focus of marketing efforts; expectations of the effect of current credit Certain statements contained in this AIF are forward- conditions on our future operations; looking information (collectively “forward-looking statements”), within the meaning of the applicable expectations that a higher percentage of Canadian securities legislation. We hereby provide all repair work will be performed at cautionary statements identifying important factors dealerships; that could cause our actual results to differ materially expectations on the retention of long-term from those projected in these forward-looking customers; statements. Any statements that express, or involve discussions as to, expectations, beliefs, plans, anticipation that lease options will be objectives, assumptions or future events or exercised for dealership land and performance (often, but not always, through the use buildings; of words or phrases such as “will likely result”, “are statements regarding the acquisition of expected to”, “will continue”, “is anticipated”, franchises in which we currently do not have “projection”, “vision”, “goals”, “objective”, “target”, a relationship; “schedules”, “outlook”, “anticipate”, “expect”, “estimate”, “could”, “should”, “expect”, “plan”, “seek”, statements regarding the amount of time it “may”, “intend”, “likely”, “will”, “believe”, "shall" and takes for acquisitions and Open Points to similar expressions) are not historical facts and are achieve normalized performance; forward- looking and may involve estimates and statements regarding our competitive assumptions and are subject to risks, uncertainties strengths and their effect on operations in and other factors some of which are beyond our the future; control and difficult to predict. Accordingly, these factors could cause actual results or outcomes to expectations that our supply of vehicles differ materially from those expressed in the forward- will meet the demand in our markets; looking statements. Therefore, any such forward- statements regarding the timing, cost, and looking statements are qualified in their entirety by structure of dealership acquisitions; reference to the factors discussed throughout this document. statements regarding the timing of Open Point franchises commencing operations, In particular, material forward-looking statements in estimated construction costs, and sales this AIF include, but are not limited to, statements on targets; the following: the impact of and estimates related to intentions for future growth and its effect dealership real estate relocations and on financial operations; purchases and its impact on liquidity, expectations regarding the future of the financial performance and the Company’s Canadian automotive retail industry; capital requirements; AutoCanada l Annual Information Form l Page 1 guidance with respect to the number of vehicles, parts and service, and finance future acquisitions and Open Point and insurance products; opportunities; no significant construction delays that targets for inventory turnover and may adversely affect the timing of inventory management; dealership relocations and renovations; potential future impact of provisions in our no significant disruption of our operations credit agreements; such as may result from harsh weather, natural disaster, accident, civil unrest, or the future impact of internet and e- other calamitous event; commerce on the Company; no significant unexpected technological anticipated compliance with governmental events or commercial difficulties that regulations and assumptions with respect adversely affect our operations; to changes in regulations; continuing availability of economical statements we have made regarding future capital resources; dividends of the Company including the effect of acquisitions on earnings of the demand for our products and our cost of Company and the payment of dividends; operations; expectations regarding macroeconomic no significant adverse legislative and factors including fuel prices and interest regulatory changes; rates; stability of general domestic economic, the trend of more expansive and stricter market, and business conditions; environmental legislation and regulations is likely to continue; assumptions regarding platform agreements with other automobile statements on future environmental manufacturer; and liabilities; assumptions regarding provincial expectations regarding seasonal variations government regulations in jurisdictions in in revenues; which we do not operate. statements regarding S&P issuer credit Because actual results or outcomes could differ rating; materially from those expressed in any forward- expectations to incur some additional looking statements, investors should not place administrative and legal costs as the undue reliance on any such forward-looking Company adds additional dealerships; statements. By their nature, forward-looking statements involve numerous assumptions, inherent expectations that re-imaging will attract risks and uncertainties, both general and specific, more customers to its dealerships; and which contribute to the possibility that the predicted the impact of working capital requirements outcomes will not occur. The risks, uncertainties and and its impact on future liquidity. other factors, many of which are beyond our control, that could influence actual results include, but are Although we believe that the expectations reflected not limited to: by the forward-looking statements presented in this rapid appreciation or depreciation of the AIF are reasonable, our forward-looking statements Canadian dollar relative to the U.S. dollar; have been based on assumptions and factors concerning future events that may prove to be the ability to import vehicles and parts that inaccurate. Those assumptions and factors are based are manufactured outside of Canada; on information currently available to us about a sustained downturn in consumer ourselves and the businesses in which we operate. demand and economic conditions in key Information used in developing forward-looking geographic markets; statements has been acquired from various sources including third-party consultants, suppliers, adverse conditions affecting one or more regulators, and other sources. In some instances, of our automobile manufacturers, material assumptions are disclosed elsewhere in this including but not limited to bankruptcies, AIF in respect of forward-looking statements. We recalls or class actions; caution the reader that the following list of assumptions is not exhaustive. The material factors the ability of consumers to access and assumptions used to develop the forward- automotive loans and leases; looking statements include, but are not limited to, competitive actions of other companies assumptions on the following: and generally within the automotive no significant
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