TORSTAR CORPORATION

2020

ANNUAL INFORMATION FORM

March 20, 2020

TABLE OF CONTENTS

FORWARD LOOKING STATEMENTS ...... 1 I. CORPORATE STRUCTURE ...... 4 A. Name, Address and Incorporation ...... 4 B. Subsidiaries ...... 4 II. GENERAL DEVELOPMENT OF THE BUSINESS ...... 4 A. Three-Year History ...... 5 B. Recent Developments ...... 6 III. DESCRIPTION OF THE BUSINESS ...... 6 A. General Summary...... 6 B. Principal Activities ...... 8 1. Daily Brands ...... 8 2. Community Brands ...... 13 3. Digital Ventures ...... 15 4. Investments in Associated Businesses ...... 16 5. Portfolio Investments ...... 16 C. Employees of Torstar...... 17 D. Properties of Torstar ...... 17 E. Intangible Properties ...... 17 F. Environmental Matters ...... 18 G. Cycles ...... 18 H. Competitive Conditions ...... 18

IV. RISK FACTORS ...... 20 V. DIVIDENDS ...... 20 VI. DESCRIPTION OF CAPITAL STRUCTURE ...... 21 VII. MARKET FOR SECURITIES ...... 23 VIII. DIRECTORS AND OFFICERS ...... 23 A. Directors ...... 23 B. Officers...... 24 C. Shareholdings of Directors and Officers ...... 25 D. Committees ...... 25 E. Audit & Financial Risk Committee ...... 25 F. Cease Trade Orders, Bankruptcies, Penalties or Sanctions ...... 27 G. Conflicts of Interest ...... 28 IX. LEGAL PROCEEDINGS ...... 28 X. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ...... 28 XI. TRANSFER AGENT AND REGISTRAR ...... 28 XII. MATERIAL CONTRACTS ...... 28 XIII. INTERESTS OF EXPERTS ...... 30 XIV. ADDITIONAL INFORMATION ...... 30 APPENDIX “A” - AUDIT & FINANCIAL RISK COMMITTEE TERMS OF REFERENCE ...... 31

i

TORSTAR CORPORATION

Forward-Looking Statements

Certain statements in this Annual Information Form (“AIF”) and in the Corporation’s oral and written public communications may constitute forward-looking statements that reflect management’s expectations regarding the Corporation’s future growth, financial performance and business prospects and opportunities as of the date of this AIF. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate”, “believe”, “plan”, “forecast”, “expect”, “estimate”, “goal”, “predict”, “intend”, “would”, “could”, “if”, “may” and similar expressions. This AIF includes, among others, forward-looking statements in Section II of this AIF (General Development of the Business), Section III.A of this AIF (General Summary), Section III.B.1(b)(i) of this AIF (Advertising), Section III.B.1(b)(ii) of this AIF (Subscriptions and Distribution), Section III.B.1(d) of this AIF (Other Dailies), Section III.B.2 of this AIF (Communities), Section III.B.2(i) of this AIF (Weekly Community Newspapers), Section III.B.2(ii) of this AIF (Flyer Distribution, Other Distribution and Printing), Section III.D of this AIF (Properties of Torstar), Section III.E of this AIF (Intangible Properties), Section III.F of this AIF (Environmental Matters), Section III.H of this AIF (Competitive Conditions), Section IV of this AIF (Risk Factors), Section V of this AIF (Dividends), Section IX of this AIF (Legal Proceedings), and Section XII of this AIF (Material Contracts). All such statements are made pursuant to the “safe harbour” provisions of applicable Canadian securities legislation. These statements reflect current expectations of management regarding future events and operating performance, and speak only as of the date of this AIF. In addition, forward-looking statements are provided for the purpose of providing information about management’s current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes.

By their very nature, forward-looking statements require management to make assumptions and are subject to inherent risks and uncertainties. There is a significant risk that predictions, forecasts, conclusions or projections will not prove to be accurate, that management’s assumptions may not be accurate and that actual results, performance or achievements may differ significantly from such predictions, forecasts, conclusions or projections expressed or implied by such forward-looking statements. The Corporation cautions readers not to place undue reliance on the forward-looking statements in this AIF as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, outlooks, expectations, goals, estimates or intentions expressed in the forward-looking statements. These factors include, but are not limited to:

• the Corporation’s ability to operate in highly competitive changing industries; • the Corporation’s ability to compete with digital media, global technology giants, other newspapers and other forms of media; • the Corporation’s ability to respond to the shift to digital media and the shift by advertisers to other digital platforms; • the Corporation’s ability to meet challenges in the digital advertising market; • the Corporation’s ability to adapt to new digital platforms and the increasing prominence of mobile; • the Corporation’s ability to attract, grow and retain its digital audience and profitably develop its digital platforms; • the Corporation’s ability to compete effectively for content, audience and readership; • the Corporation’s ability to charge for news content used by search, social media and other technology companies; • the Corporation’s ability to attract and retain advertisers and customers; • the Corporation’s ability to attract and retain readers and traffic; • the Corporation’s ability to build and maintain adequate subscription levels; • the Corporation’s ability to integrate the technology associated with new digital platforms; • general economic conditions and customer prospects in the principal markets in which the Corporation operates; - 1 -

• the Corporation’s ability to reduce costs; • loss of reputation; • dependence on third party suppliers and service providers; • reliance on technology and information systems; • cybersecurity, data protection and risks of security breaches; • investments in other businesses; • the Corporation’s ability to execute appropriate strategic growth initiatives and transformation plans (including acquisitions and dispositions); • unexpected costs or liabilities related to acquisitions and dispositions; • labour disruptions; • reliance on printing operations; • newsprint costs; • distribution costs; • privacy, anti-spam, communications, competition, consumer protection, advertising/marketing, distribution, e-commerce, data use and environmental laws, health and safety regulations and other laws and regulations applicable generally to the Corporation’s businesses, and any related regulatory proceedings; • litigation; • changes in employee future benefit obligations; • dependence on and competition for key personnel; • foreign exchange fluctuations and foreign operations; • availability of insurance; • income tax, other tax credits and government grants; • intellectual property rights and other content risks; • credit risk; • availability of capital and restrictions imposed by credit facilities; • controls over financial reporting, results of impairment tests and uncertainties associated with critical accounting estimates • dividend policy; • thin trading and maintenance of public listing of the Corporation’s Class B shares; • market price for the Corporation’s Class B shares; • sales of shares by the Corporation’s directors or executive officers; • holding company structure; • control of the Corporation by the Voting Trust; and • force majeure events.

The Corporation cautions that the foregoing list is not exhaustive of all possible factors, as other factors could adversely affect the Corporation’s results. In addition, a number of assumptions, including those assumptions specifically identified throughout this AIF, were applied in making the forward-looking statements set forth in this AIF which the Corporation believes are reasonable as of the date of this AIF. Some of the key assumptions include, without limitation, assumptions regarding the performance of the North American economies; tax laws; continued availability of printing operations; availability of financing on appropriate terms; exchange rates; market conditions and competition; rates of return and discount rates relating to pension expense and pension plan obligations; discount rates and trends in healthcare costs relating to post employment benefits; expected future revenues; expected future liabilities; expected future cash flows and discount rates relating to valuation of intangible assets; and successful development and launch of strategic initiatives and new products. There is a risk that some or all of these assumptions may prove to be incorrect. There is no assurance regarding the amount and timing of future dividends. - 2 - For more information, please see the discussion of risks affecting the Corporation and its businesses starting on page 31 in the Corporation’s Management’s Discussion and Analysis for the fiscal year ended December 31, 2019 (“2019 MD&A”) which is incorporated herein by reference, and a copy of which is available at www.sedar.com.

When relying on the Corporation’s forward-looking statements to make decisions with respect to the Corporation and its securities, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Corporation does not intend, and disclaims any obligation to, update any forward-looking statements, whether written or oral, or whether as a result of new information or otherwise, except as may be required by law.

Industry Information

This AIF includes information relating to market share, rankings and industry data and other information obtained from industry publications, surveys, public filings and internal sources. Although the Corporation is not aware of any inaccuracies from the foregoing sources, the Corporation cannot guarantee the accuracy or completeness of information provided by the foregoing sources, including without limitation by or through third parties and third party applications, contained in this AIF and the Corporation has not independently verified any of the data from such third parties and third party applications nor has it ascertained any underlying economic or other assumptions relied upon.

Unless otherwise stated herein newspaper circulation figures were obtained from the Alliance for Audited Media (formerly the Audit Bureau of Circulations) (“AAM”) and the Canadian Circulations Audit Board (“CCAB”), which are independent audit organizations that audit the circulation of print media, including newspapers; newspaper readership information was obtained from Vividata, a research organization that provides market information for its publisher, advertising agency and advertiser members; and internet audience measurement information (including references to unique visitors or page views) was obtained from: (a) comScore Media Metrix, the audience measurement division of comScore, Inc. (“comScore”); or (b) Google Analytics provided by Google Inc. (“Google Analytics”), as indicated herein.

- 3 - I. CORPORATE STRUCTURE

A. Name, Address and Incorporation

Torstar Corporation and its subsidiaries are collectively referred to as “Torstar,” “we,” “our,” or the “Corporation”.

Toronto Star Limited, Torstar’s predecessor company, was incorporated on February 6, 1958 under the predecessor legislation of the Business Corporations Act (Ontario) (“OBCA”) to acquire as a going concern the assets and liabilities of the Toronto Daily Star, first published in 1892. Toronto Star Limited (since re-named Torstar Corporation) was later continued under the OBCA on April 1, 1967, following the amalgamation of Toronto Star Limited and Charth Investment and Publishing Company Limited.

When Torstar purchased the assets of the Toronto Daily Star from the Estate of J.E. Atkinson, it agreed in the purchase agreement to observe and promote in the newspaper the doctrines and beliefs that the late Mr. Joseph E. Atkinson promoted in his lifetime. These principles are known as the “Atkinson Principles” and are described further on page 9 below. Torstar’s commitment to observe and promote the Atkinson Principles is confined to the operation of the Toronto Star and does not extend to the Corporation’s other publications or businesses.

Torstar’s Class B non-voting shares have been listed on the Toronto Stock Exchange (“TSX”) since 1970.

Torstar’s registered and principal office is located at One Yonge Street, Toronto, Ontario, M5E 1E6.

B. Subsidiaries

Torstar’s material subsidiaries are listed below. As at December 31, 2019, there were no other subsidiaries of Torstar whose total assets represented more than 10% of the consolidated assets of Torstar or whose total revenues for the year then ended represented more than 10% of the consolidated revenues of Torstar. All of the remaining subsidiaries of Torstar, in the aggregate, represent less than 20% of total consolidated assets and total consolidated revenues of Torstar.

Percentage of Voting and Jurisdiction in Name of Subsidiary Equity Securities Owned Which Organized

Toronto Star Newspapers Limited (“TSNL”) 100% Ontario

Metroland Media Group Ltd. (“Metroland”) 100% Ontario

II. GENERAL DEVELOPMENT OF THE BUSINESS

Torstar is a broadly based Canadian media company with a strong presence in Ontario. Torstar has three reportable operating segments: Daily Brands (or “Dailies”), Community Brands (or “Communities”) and Digital Ventures. For more information on each of Torstar’s three operating segments, please see Section III. “Description of the Business” below, starting on page 6.

Changes in the print and digital media landscapes as well as digital technologies and platforms continue to have an impact on Torstar’s operating segments and the media industry as a whole. The media landscape, and the newspaper industry in particular, has continued to experience significant changes. The development of the media landscape and the businesses within the Dailies, Communities and Digital Ventures segments have been influenced by a number of factors, including an increasing percentage of time spent with digital and mobile platforms, and fragmentation of audiences across an increasing array of digital media options, which has resulted in a continued structural shift in advertising spending from various traditional media (including newspapers) to digital media as well as a significant increase in the availability of advertising impressions on digital platforms; rapidly increasing dominance of Canadian digital media by large global technology companies such as Google, Facebook, Apple and Amazon; shifts in news consumption by audiences; increased opportunities for advertisers to reach customers in various ways with digital technologies; increasing importance of collecting and using data to help advertisers target their customers, and - 4 - provide audiences with relevant and engaging content; and increased accessibility to free media in both print and a variety of digital formats. As a result of the changing media landscape, the competitive conditions facing Torstar’s operating segments have broadened and shifted to include a broad range of media (see “Competitive Conditions” below) and Torstar has had to explore other ways to retain readership, reader engagement and subscriptions, advertising and distribution revenues. The changing landscape has also created opportunities for digital-only businesses to develop, such as VerticalScope Holdings Inc. (“VerticalScope”), a vertically-focused digital media business in which Torstar holds an interest and which is part of the Digital Ventures segment.

A. Three-Year History

The following events, many of which have been influenced by the changing media landscape and the competitive conditions affecting Torstar’s businesses, highlight the general development of Torstar’s businesses in the current financial year and in the past three years.

• During 2017, 2018 and 2019, we focused efforts on a multi-year transformation of our traditional news brands. At the core of this transformation, our mission is to profitably grow by delivering and engaging each paying customer with trusted news, information and content that is most relevant to their personal passions, needs and desire for positive change in our communities and businesses. Central to our strategy is the use of data as a key asset to fuel the growth of new digital subscription revenue streams and to enhance the value and performance of our digital audience to advertisers.

• Throughout 2019, we continued to strengthen our talent base and implement foundational technologies in the areas of data infrastructure, advanced analytics capabilities and customer life cycle management capabilities.

• In 2019, we continued to grow our registered users and paid digital subscription offerings on our Daily Brands news sites, ending the year with almost 80,000 subscribers with digital access, including almost 28,000 digital- only subscribers, and more than 200,000 registered users. We introduced user registration on thestar.com in 2018, and late in the third quarter of 2018, launched paid digital subscription offerings on thestar.com.

• During 2019, we increased user registration across the Community Brands news sites in order to continue adding value to our audiences through the enhanced collection and use of data. We introduced user registration on our community news sites in 2018, and ended 2019 with more than 280,000 registered users.

• In December 2019, the merger of the eight Torstar defined benefit pension plans (the “Torstar Plans”) into the Colleges of Applied Arts and Technology Pension Plan (the “CAAT Plan”) was completed following receipt of consent from the Financial Services Regulatory Authority of Ontario (“FSRA”). The liabilities for all past benefits under the Torstar Plans have now been transferred to the CAAT Plan together with the assets of the Torstar Plans, and the CAAT Plan has assumed responsibility for all pension benefit payments under the Torstar Plans. See also “Material Contracts” below.

• In December 2019, we ceased publishing the printed editions of the StarMetro free daily newspaper in Toronto, Vancouver, Calgary, Edmonton and (through a joint venture arrangement) Halifax, in order both to reduce costs and transition to a digital-only news service outside of Ontario. During 2018, we launched a major national expansion with more robust digital offerings on thestar.com in Vancouver, Calgary, Edmonton, Toronto, Halifax and nationally, leveraging the Star brand and its history and unique position of local and investigative reporting. In 2019, we further expanded the digital offerings on thestar.com by launching local versions of the site for Ottawa and Winnipeg.

• In September 2019, we closed our Hamilton printing and mailroom operations at 44 Frid Street. The printing work formerly performed at the Hamilton facility was transferred to TC Transcontinental Printing and other external printers as well as Torstar-owned facilities. In connection with this decision we also extended our printing arrangements with TC Transcontinental Printing to 2024. During the third quarter of 2019, we initiated a sale process for the Hamilton property, and on March 2, 2020, we announced our completion of

- 5 - the sale of the land and building used by the Hamilton Spectator at 44 Frid Street in Hamilton for a purchase price of $25.75 million. See also “Material Contracts” below.

• During 2019, we sold our portfolio investments in Kensington Venture Fund, L.P. (“Kensington”) and 1760335 Ontario Inc. (“Canadastays.com”).

• In August 2019, the Community Brands ceased publication of the print edition of the Kitchener Post and sold seven titles in southwestern Ontario – the Listowel Banner, Listowel Independent Plus, Minto Express, Mount Forest Confederate, Wingham Advance Times, Arthur Enterprise News and the Walkerton Herald- Times.

• In the fourth quarter of 2019, the Board of Directors decided to suspend the quarterly dividend. The Board intends to review its dividend policy again in the fourth quarter of 2020.

• In 2018, TSNL acquired the assets of iPolitics Inc., a digital subscription based political news outlet based in Ottawa that provides digital online coverage of federal and provincial politics.

• In 2018, we sold our portfolio investment in Kanetix Ltd. (“Kanetix”), and in April 2018, Workopolis.com and related assets were sold to Recruit Holdings Co., Ltd. In October 2017, we sold wagjag.com and its related assets.

• In November 2017, two of Torstar’s wholly-owned subsidiaries, Metroland and Free Daily News Group Inc. (“FDNG”), completed a transaction with Postmedia Network Inc. (“Postmedia”), in which they sold to Postmedia 22 weekly community newspapers in eastern and southern Ontario, as well as the Metro Winnipeg and Metro Ottawa free daily newspapers. As part of the transaction, Metroland and FDNG acquired seven daily newspapers and eight weekly community newspapers from Postmedia. Metroland continues to operate four of the acquired newspapers – the St. Catharines Standard, the Niagara Falls Review, the Welland Tribune and the Peterborough Examiner – under the Daily Brands segment. See also “Material Contracts” below.

• John Boynton became President and CEO of Torstar and Publisher of the Toronto Star effective March 31, 2017. David Holland, former President and CEO of Torstar, retired effective March 3, 2017.

B. Recent Developments

In early 2020, the outbreak of the novel coronavirus disease 2019 (“COVID-19”) occurred. While the extent of the impact of the COVID-19 outbreak on our business is unknown at this time and difficult to predict given the ongoing and dynamic nature of the circumstances, the outbreak (including the measures taken by the governments of countries affected including within Canada) has negatively impacted the spending habits of advertisers and may continue to do so, and could, among other things, adversely affect the spending habits of consumers, disrupt our supply chain, impede the creation, printing or delivery of our products and services, any of which may have a material adverse effect on our business, financial condition, cash flows or results of operations. See “Risk Factors – Force Majeure Events”.

III. DESCRIPTION OF THE BUSINESS

A. General Summary

Torstar has three reportable operating segments: Daily Brands, Community Brands and Digital Ventures. The reportable operating segments presented in Note 3 of the Consolidated Financial Statements include our proportionate interest in VerticalScope and our joint ventures, consistent with how the business has been managed.

The Daily Brands segment includes the daily Toronto Star newspaper and thestar.com; The Hamilton Spectator, the Waterloo Region Record, the St. Catharines Standard, the Niagara Falls Review, the Welland Tribune and the Peterborough Examiner daily newspapers, as well as each of their respective websites; and FDNG, which until - 6 - December 2019 published the printed editions of the StarMetro free daily commuter papers in Toronto, Vancouver, Calgary and Edmonton, and in Halifax (pursuant to a joint venture with Transcontinental Media G.P.). The Daily Brands segment includes our interest in Sing Tao Daily, a Chinese-language daily newspaper published in Toronto, Vancouver and Calgary (pursuant to a joint venture with Sing Tao Holdings). The Daily Brands segment also includes several other specialty publications, magazines and distribution services.

The Community Brands segment includes 75 weekly community newspapers including the Mississauga News, The Brampton Guardian and Niagara This Week, numerous other specialty and monthly publications, magazines, directories, consumer shows, and a number of digital properties, as well as a significant flyer distribution service for advertisers.

Digital Ventures includes Torstar’s 56% interest in VerticalScope, as well as eyeReturn Marketing Inc. (“eyeReturn”). Digital Ventures also included Torstar’s joint venture interest in 10040096 Canada Inc., formerly Workopolis Inc. (“Workopolis”); in April 2018, Workopolis.com and related assets were sold to Recruit Holdings Co., Ltd.

Torstar has investments in Black Press Ltd. (“Black Press”), Blue Ant Media Inc. (“Blue Ant”), Canadian Press Enterprises Inc. (“Canadian Press”), Nest Wealth Asset Management Inc. (“Nest Wealth”), and Teamsnap Inc. (“Teamsnap”). In the third quarter of 2019, Torstar sold its investments in CanadaStays.com and Kensington.

Revenue from the Daily Brands segment accounted for approximately 51% of Torstar's total consolidated operating revenues in 2019 (50% in 2018). Revenue from the Community Brands segment accounted for approximately 47% of Torstar's total consolidated operating revenues in 2019 (47% in 2018). Revenue from Corporate and other accounted for approximately 2% of Torstar’s total consolidated operating revenues in 2019 (3% in 2018). See the Corporation’s 2019 MD&A for further detail with respect to operating revenue.

The following chart provides a breakdown of the total consolidated operating revenue by percentage for the years ended December 31, 2019 and December 31, 2018:

% of Operating Revenue for the Year Ended

December 31, 2019 December 31, 2018

Print Advertising 32% 36% Digital Advertising 13% 12% Flyer Distribution 22% 22% Print and Digital Subscriber 25% 22% Other 8% 8%

Torstar’s digital properties are accessed across desktop, mobile and tablet platforms. comScore, a popular industry measure of desktop unique visitors and page views, has traditionally reported on a number of Torstar’s websites, and has more recently started reporting on unique visitors and page views for mobile devices and tablets. Unless otherwise noted, unique visitor and page view data reported throughout this AIF are based on comScore reports.

Torstar’s websites that are reported on by comScore had an aggregate monthly average (across desktop, mobile and tablet devices) of 74 million page views in 2019, representing a decrease of 27% compared to 2018.1 This decline is associated with a deliberate strategy to grow digital subscription and advertising revenue streams by restricting access to the majority of our content to registered and/or paying customers.

In 2019, we continued to make progress on the transformation of our business including digital subscription offerings, ending 2019 with almost 80,000 subscribers with digital access, including almost 28,000 digital-only subscribers to our Daily Brands news sites. We now have more than 280,000 registered users on our community news sites and continue to evaluate potential subscription models in test markets within the Community Brands segment. In one of these small

1 Excluding page views of jointly owned operations within Daily Brands such as Sing Tao and within Digital Ventures such as Workopolis and VerticalScope; several smaller websites operated within the Community Brands segment which are not reported on by comScore; and mobile application page views. - 7 - test markets, we have fully rolled out paid subscriptions and subscribers now represent approximately 18% of the homes where we deliver.

Torstar’s printing plant interests are comprised of: Metroland's four printing plants, each of which is engaged in commercial printing in addition to supporting internal printing needs; and Sing Tao’s printing plants in Toronto and Vancouver, which primarily support Sing Tao’s printing needs but are also engaged in commercial printing. In the third quarter of 2019, Torstar closed its printing plant at 44 Frid Street in Hamilton, Ontario and on March 2, 2020, we announced that we had completed the sale of the land and building used by the Hamilton Spectator at 44 Frid Street in Hamilton for a purchase price of $25.75 million. See also “Material Contracts” below.

The Daily Brands and Community Brands segments primarily source newsprint from two main suppliers. Torstar has pricing arrangements in place with one of these suppliers, and pricing in 2020 is expected to be somewhat lower than in 2019. The sources of supply are considered by management to be adequate to meet the requirements of Torstar’s newspapers.

Torstar’s businesses rely on third-party suppliers and service providers for certain key functions and services including product distribution, printing, digital subscription and registration functions, call centre services, certain information technology functions, including cloud computing and data storage, use and access, digital publishing and circulation platforms, and certain page production, advertising production and sales (e.g. classified sales, local auto and retail and U.S. sales), content delivery and content supply requirements, and we may outsource additional components of our business operations in the future.

B. Principal Activities

1. DAILY BRANDS

The following chart provides a breakdown of the Daily Brands operating revenue by percentage for the years ended December 31, 2019 and December 31, 2018:

% of Operating Revenue for the Year Ended

December 31, 2019 December 31, 2018

Print Advertising 30% 36% Digital Advertising 10% 9% Print and Digital Subscriber 49% 44% Flyer Distribution 8% 8% Other 3% 3%

(a) The Toronto Star - General Information

Torstar publishes the Toronto Star through its wholly-owned subsidiary, TSNL. The primary market for the Toronto Star in print is the Greater Toronto Area (“GTA”). It is published daily and is also available online at thestar.com and in a universal application that operates on both mobile phones and tablets.

In 2018, we launched a major national expansion of our digital offerings on thestar.com in Vancouver, Calgary, Edmonton, Toronto, Halifax and nationally, leveraging the Star’s brand and its history and unique position of local and investigative reporting. We also introduced user registration on thestar.com, and late in the third quarter of 2018, we launched paid digital subscription offerings on thestar.com. In 2019, we continued to grow our offerings on thestar.com, launching local versions of the site in Ottawa and Winnipeg, and ending the year with almost 200,000 registered users and more than 55,000 digital subscribers, including more than 25,000 digital-only subscribers.

- 8 - As indicated in Section I.A above, the Toronto Star operates under and pursuant to a set of doctrines and beliefs established by J.E. Atkinson, known as the “Atkinson Principles”. Mr. Atkinson wanted to ensure 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 would 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”. The editorial principles Mr. Atkinson espoused were founded on his belief that a progressive newspaper should contribute to the advancement of society through pursuit of social, economic and political reforms. He was particularly concerned about injustice – be it social, economic, political, legal or racial. Fundamental to his philosophy was the belief that the state has the right and duty to act when private initiative fails. The Atkinson Principles can be summarized as follows:

(1) A Strong, United and Independent Canada: Atkinson argued for a strong central government and the development of distinctive social, economic and cultural policies appropriate to an independent country.

(2) Social Justice: Atkinson was relentless in pressing for social and economic programs to help those less advantaged and showed particular concern for the least advantaged among us.

(3) Individual and Civil Liberties: Atkinson always pressed for equal treatment of all citizens under the law, particularly minorities, and was dedicated to the fundamental freedoms of belief, thought, opinion and expression and the freedom of the press.

(4) Community and Civic Engagement: Atkinson continually advocated the importance of proper city planning, the development of strong communities with their vibrant local fabrics and the active involvement of citizens in civic affairs.

(5) The Rights of Working People: The Toronto Daily Star was born out of a strike in 1892 and Atkinson was committed to the rights of working people, including freedom of association and the safety and dignity of the workplace.

(6) The Necessary Role of Government: When Atkinson believed the public need was not met by the private sector and market forces alone, he argued strongly for government intervention.

These six principles collectively constitute the intellectual framework on which the Toronto Star editorial policy has been based and continue to provide the Toronto Star with a distinctive voice and brand.

(b) The Toronto Star Advertising, Subscriptions and Distribution, and Print Readership

Revenues at the Toronto Star are derived primarily from print and digital subscriptions and advertising. At the Toronto Star, as well as within the newspaper industry as a whole, there has been an increasing shift away from advertising revenue, and consequently, subscription revenue is becoming more important. The Toronto Star's ability to attract advertising revenues is in large part determined by the size and characteristics of its readership. In this regard, the Toronto Star's Monday to Friday print readership is larger than that of each of the other three largest competing paid daily newspapers, as shown below on page 11.

While print advertising and readership have declined, the Toronto Star has continued to maintain its leading position in Toronto Census Metropolitan Area (“CMA”) print readership, advertising linage and market share over the past several years.

(i) Advertising

Through its various editions, inserts, special interest supplements and digital platforms, the Toronto Star provides both a general advertising medium covering the GTA and a means of reaching specific geographic or special interest markets.

Print and digital advertising revenue is derived primarily from sales of local/retail, national, insert and classified advertising. The Toronto Star’s advertising base includes local and national advertisers, such as car manufacturers and

- 9 - dealers, home builders, financial services, telecommunications, travel, department and grocery stores and other retailers. Most of the Toronto Star’s advertising sales operations have been outsourced to FDNG’s sales organization.

Over the past three years, there has continued to be a structural shift within the advertising industry from print to digital advertising media. At the same time, print circulation volume and readership for the Toronto Star have declined (see “Subscriptions and Distribution” and “Print Readership” below). These shifts have and will continue to impact print advertising revenue and appear to be permanent.

During 2019, the Toronto Star accounted for approximately 35% of the total daily print newspaper advertising linage carried by the four major paid daily newspapers in the Metropolitan Toronto market. Advertising linage for the four major paid daily newspapers in the Metropolitan Toronto market for 2019 declined by an aggregate of approximately 28% since 2017. The Toronto Star’s advertising linage for 2019 declined by 38% since 2017, with the other three major paid daily newspapers in the Metropolitan Toronto market declining by 21% in aggregate since 2017.2

Print advertising revenue at the Toronto Star was down approximately 22% for the twelve months ended December 31, 2019, as compared to the twelve months ended December 31, 2018.

Digital advertising revenue at the Toronto Star was down approximately 5% for the twelve months ended December 31, 2019, as compared to the twelve months ended December 31, 2018.

(ii) Subscriptions and Distribution

Print

Print subscription revenue is derived from home delivery, single copy (retail and boxes) and bulk sales of the Toronto Star, as well as from the sale of opt-in products such as The New York Times International Weekly and The New York Times Book Review, and STARWEEK Magazine (a weekly TV listing magazine). Between 2017 and 2019, print subscription revenue for the Toronto Star declined approximately 5%, while we reduced print circulation by approximately 35%, focusing on eliminating unprofitable circulation. Home delivery and single copy sales represented 91% of total circulation in the twelve months ended December 31, 2019 compared to 88% in the twelve months ended December 31, 2018.

The Toronto Star’s newspapers are shipped by independent trucking and distribution companies from a third-party printing plant. The Toronto Star is jointly distributed with The Globe and Mail and certain other print products in Ontario to home delivery subscribers, retail and vending box locations and bulk locations through “Delivery Ink,” a partnership between TSNL and The Globe and Mail Inc. Delivery Ink also distributes certain third party products.

In 2019, the Toronto Star had a total average print circulation of 120,373 Monday to Friday; of 195,195 on Saturday, and of 144,243 on Sunday.3 These circulation numbers are national total average print circulation, however for the Toronto Star, print sales outside the Province of Ontario are minimal.

Digital thestar.com posts breaking news continuously seven days a week and provides a range of interactive features and links. It includes content from the Toronto Star as well as additional local content for Vancouver, Calgary, Edmonton, Winnipeg, Ottawa, and Halifax. In 2019, thestar.com had a monthly average (across desktop, mobile and tablet devices) of 28 million page views representing a decrease of 47% compared to 2018.4 This decline is associated with a deliberate strategy to grow a digital subscription revenue stream by restricting access to the majority of our content to registered and paying customers.

2 Advertising lineage information is based on Numerator data. 3 2019 circulation data for the Toronto Star is an average based on the CCAB unaudited statement for the 12 months ended December 31, 2019. 4 Excluding mobile application page views. - 10 - In April 2018, we launched a major national expansion with more robust digital offerings on thestar.com in Vancouver, Calgary, Edmonton, Toronto, Halifax and nationally. In July 2018, we introduced user registration on thestar.com in order to add value to our audiences through the enhanced collection and use of data. In addition, on September 28, 2018, we launched paid digital subscription offerings on thestar.com and began to generate digital subscription revenue. The thestar.com digital subscription service also includes news and content from iPolitics, The Kit, Wheels.ca and HomeFinder.ca, adding value to customers while bringing scale to these brands. We ended 2019 with more than 25,000 digital-only subscribers on thestar.com.

(iii) Print Readership

The Toronto Star's share of the print readership market in the Toronto CMA compared with the share of the Toronto Sun, The Globe and Mail and the National Post is summarized below, on a “read yesterday” basis. The table illustrates that the Toronto Star accounted for approximately 42% of the total gross5 weekday readership in 2019.

2019 Average Weekday Readership(*) (in thousands)

Toronto Star 644

Toronto Sun 356 National Post 172

The Globe and Mail 348

Toronto Star’s percentage of total gross readership 42%

Postmedia (Toronto Sun and National Post) combined percentage of total gross readership 35%

The Globe and Mail percentage of total gross readership 23%

(*) On a “read yesterday” basis. Source: Vividata Winter 2020, Toronto CMA 18+.

The average print readership reach (as a percentage of the total market 18 years of age and older) of the five main daily newspapers available in the Toronto CMA for 2019 is as follows:

2019 Average Readership Reach (**) (as a percentage of the total market) Weekday Saturday Sunday

Toronto Star 13% 21% 17%

Toronto Sun 7% 10% 10% National Post 3% 7% N/A

The Globe and Mail 7% 11% N/A

(**) Based on “read yesterday” for weekdays, and “read last” for Saturday and Sunday. Source: Vividata Winter 2020. Base: Toronto CMA 18+.

(c) StarMetro

The Daily Brands segment also includes FDNG, which until December 2019 operated the following five free daily print newspapers for commuters: StarMetro Toronto; StarMetro Vancouver; StarMetro Calgary; StarMetro Edmonton and through a two-thirds interest in a joint venture with Transcontinental Media G.P., StarMetro Halifax. Each of these newspapers ceased publishing in December 2019. Content for readers in these markets continues to be available nationally on thestar.com, where users can set their preferred location to experience a local version of the site in Vancouver, Calgary, Edmonton, Toronto, Halifax, Ottawa and Winnipeg.

5 “Total” readership is the aggregated average weekday readership of the five listed newspapers. “Gross” readership means a person can be counted more than once, if the person reads more than one newspaper. - 11 -

(d) Other Dailies

In addition, the Daily Brands segment includes six daily (Monday to Saturday) news publications: The Hamilton Spectator, the Waterloo Region Record, the St. Catharines Standard, the Niagara Falls Review, the Welland Tribune and the Peterborough Examiner. According to Vividata Winter 2020, the average weekday adult (18+) print readership of these daily papers as a percentage of their CMA and by rank among other Canadian newspapers is as follows:

Newspaper Average Weekday Print Readership National Readership Rank (/53) The Hamilton Spectator 27% 13 Waterloo Region Record 22% 22 St. Catharines Standard 19% 35 Niagara Falls Review 13% 36 Peterborough Examiner 25% 39 Welland Tribune 11% 38

The primary circulation areas of the daily newspapers are as follows:

Newspaper Primary Circulation Area The Hamilton Spectator Hamilton, Burlington, Grimsby Waterloo Region Record Kitchener, Waterloo, Cambridge St. Catharines Standard St. Catharines, Thorold, Niagara on the Lake Niagara Falls Review Niagara Falls, Fort Erie Peterborough Examiner Peterborough, Lindsay Welland Tribune Welland, Pelham, Port Colborne

Over the past several years, there has continued to be a structural shift within the advertising industry from print to digital advertising media. At the same time, print circulation for these other daily newspapers has declined. These shifts have and will continue to impact print advertising, and while subscription revenue declines have been more moderate and more recently are beginning to benefit from new digital-only subscribers, print advertising and print subscription revenue declines appear to be permanent.

Each of these daily news publications has a website which offers daily news, together with other content and interactive features. Users have the ability to register on all of the websites below; thespec.com and therecord.com also offer paid digital-only subscriptions.

Newspaper Website The Hamilton Spectator thespec.com Waterloo Region Record therecord.com St. Catharines Standard stcatharinesstandard.ca Niagara Falls Review niagarafallsreview.ca Welland Tribune wellandtribune.ca Peterborough Examiner thepeterboroughexaminer.com

At the end of 2019, thespec.com and therecord.com had almost 20,000 digital subscribers, of which approximately 2,400 were digital-only subscribers.

(e) Other Publications, Digital Properties and Ventures

Torstar holds an approximate 50% interest in the operations of Sing Tao’s Canadian media group. Sing Tao Daily publishes daily Chinese-language editions in Toronto and Vancouver, and in Calgary Sing Tao publishes three free weekly Chinese-language publications. In addition to the daily newspaper, Sing Tao's Canadian media group is also involved in printing, outdoor advertising, and publishes a number of weekly magazines, inserts, free weekly newspapers, Chinese-language directories and websites and provides enterprise software development services. Sing Tao also operates A1 Chinese Radio, which produces 70 hours of Chinese programming per week targeting the Chinese audience in the GTA.

- 12 - The Daily Brands segment also includes The Kit and TheKit.ca, a fashion, beauty and women’s health publication and website. The print edition is distributed 15 times per year with the Toronto Star and other newspapers across Canada.

The Daily Brands segment includes a number of specialty publications and magazines, including Grand Magazine.

The Daily Brands segment also includes Wheels.ca. Wheels.ca is an automotive website designed to help users through all phases of the car purchase decision making process. Wheels.ca is operated as a partnership between TSNL and Metroland and comprises part of the digital automotive business that also includes the new and used car listing business operated through Wheels.ca and Autocatch.com. Wheels.ca provides access to an extensive database of new and used car listings in addition to automotive content.

Torstar’s Daily Brands provide content services to external clients in connection with content marketing, cause marketing and corporate communications, and can create content to engage audiences through a customer’s digital, print and social media platforms and through the Daily Brands’ properties.

The websites operated in the Daily Brands segment that are reported on by comScore had an aggregate monthly average (across desktop, mobile and tablet devices) of 43 million page views in 2019 representing a decrease of 38% compared to 2018.6 This decline is associated with a deliberate strategy to grow a digital subscription revenue stream by restricting access to the majority of our content to registered and paying customers.

(f) Printing

In July 2016, printing of the Toronto Star newspaper was successfully transitioned to TC Transcontinental Printing. In September 2019, the printing work formerly performed at Metroland’s Hamilton facility at 44 Frid Street was transferred to TC Transcontinental Printing and other external printers as well as Torstar-owned facilities. The Waterloo Region Record and the Peterborough Examiner daily newspapers (as well as certain specialty publications, advertising flyers and third party publications) are printed in Metroland-owned printing plants operated under the Community Brands segment.

2. COMMUNITY BRANDS

The Community Brands’ 75 weekly newspapers each focus on a specific local community. In addition to its focus on newspapers, the Community Brands segment also includes a number of specialty publications, magazines and directories and operates flyer distribution services, numerous consumer shows, and a number of digital properties.

The websites operated in the Community Brands segment that are reported on by comScore had an aggregate monthly average (across desktop, mobile and tablet devices) of 31 million page views in 2019, representing a decrease of 5% compared to 2018.7 This decline is associated with a deliberate strategy to restrict access to the majority of our content to registered customers in order to add value to our audiences through the enhanced collection and use of data.

The following chart provides a breakdown of the Community Brands operating revenue by percentage for the years ended December 31, 2019 and December 31, 2018: % of Operating Revenue for the Year Ended

December 31, 2019 December 31, 2018

Print Advertising 36% 39% Digital Advertising 11% 10% Flyer Distribution 37% 37% Other 16% 14%

6Excluding page views of jointly owned operations within Daily Brands such as Sing Tao; and mobile application page views.

7Excluding mobile application page views and several smaller websites of Community Brands which are not reported on by comScore. - 13 - (i) Weekly Community Newspapers

The Community Brands segment includes a total of 75 weekly community newspapers published once per week. The Community Brands segment’s newspaper properties reach a significant portion of the Ontario population and cover a majority of the territory stretching from Niagara in the West, North to Parry Sound, and East through Toronto to Kemptville.

As at the date of this AIF, the combined distribution of the Community Brands’ weekly newspapers was more than 2.1 million copies per week from the following newspapers:

Ajax News Advertiser Georgina Advocate Orangeville Banner The Herald (Alliston) Glanbrook Gazette Orillia Today Almaguin News Gravenhurst Banner Oshawa This Week Ancaster News Grimsby Lincoln News Parry Sound Beacon Star Arnprior Chronicle Guide Guelph Mercury Tribune Parry Sound North Star Aurora Banner Hamilton Mountain News The Perth Courier Barrie Advance The Huntsville Forester Peterborough This Week The Beach-East York Neighbourhood Voice The Independent & Free Press Pickering News Advertiser The Bloor West-Parkdale Neighbourhood Voice Innisfil Journal Port Colborne Leader Bracebridge Examiner Kawartha Lakes This Week Port Perry Star Bradford West Gwillimbury Topic The Kemptville Advance Renfrew Mercury The Brampton Guardian King Connection The Richmond Hill Liberal Brighton Independent Markham Economist & Sun The Sachem Brock Citizen The Midland Penetanguishene Mirror The Scarborough Mirror Burlington Post The Milton Canadian Champion The Smiths Falls Record News Caledon Enterprise The Mississauga News Stoney Creek News Cambridge Times The Muskokan Stouffville Sun Tribune Carleton Place-Almonte Canadian Gazette Muskokaregion.com The Sun (Wasaga, Stayner, Clearview) Clarington This Week New Hamburg Independent Thornhill Liberal Collingwood Connection The Newmarket Era Uxbridge Times Journal Dundas Star News Niagara This Week Vaughan Citizen East Gwillimbury Express Niagara-On-The-Lake Advance Waterloo Chronicle Erin Advocate The North York Mirror Whitby This Week The Etobicoke Guardian Northumberland News York-City Centre Neighbourhood Voice Flamborough Review Oakville Beaver Fort Erie Post

Digital Properties

The Community Brands segment includes approximately 25 regional community news sites (e.g. yorkregion.com, durhamregion.com) with a continued focus on local news and specific community content interests. During 2019, we increased user registration across the Community Brands news sites in order to continue adding value to our audiences through the enhanced collection and use of data. We ended the year with more than 280,000 registered users on the Community Brands news sites. We continue to evaluate potential subscription models in the Community Brands segment.

The Communities also operate 10 commercially oriented sites which include HomeFinder.ca, a national home search website; gottarent.com, a provider of online residential rental listings in Canada; LocalWork.ca, an employment site focused on local employment opportunities in a number of communities throughout Ontario; Lifenews.ca, an announcements and life milestones website; YourClassifieds.ca, a local classifieds website; Suhaag.com, a South Asian wedding, fashion, lifestyle and glamour website; and CanadianImmigrant.ca.

The Community Brands segment also includes a number of consumer-focused digital businesses including Save.ca, an online coupon and flyer website providing consumers with savings on leading packaged goods brands as well as an ability for visitors to browse advertisers' flyers; and Travelalerts.ca, which provides online travel services and circulates regular travel promotions e-mail newsletters.

In addition, Autocatch.com, an automotive site focused on used car listings, is operated within the Community Brands segment, and comprises part of the digital automotive business that also includes Wheels.ca, an automotive site focused - 14 - on new car editorial content. The Community Brands segment also includes Metroland’s 50% ownership interest in Lease Busters Inc., which markets and facilitates the assignment of car leases through the website LeaseBusters.com.

Local Digital Advertising and Marketing Solutions

The Community Brands segment offers a suite of digital advertising solutions and services to small and medium sized businesses. These solutions are customized to business needs and are focused on helping a business find the right consumer wherever they are and however they are interacting with media. Offerings include display ad impressions – by brand, audience, platform and location; mobile web, video, sponsored and custom content distribution; digital flyers; digital and print-at-home coupons; business listings; social media management; search engine management; and custom websites. Community Brands properties offer resources for community news, entertainment and shopping.

(ii) Flyer Distribution, Other Distribution and Printing

In addition to the distribution of its own publications, the Community Brands segment operates one of Canada’s largest flyer distribution networks, distributing flyers, advertising materials and product samples to areas within the communities it serves, often together with its newspapers. In 2019, the Community Brands segment distributed just over 1.9 billion advertising pieces.

The Community Brands segment operates four printing plant locations, with one in each of North York, Barrie, Smiths Falls and Hamilton. The print facilities are used to print the Waterloo Region Record and the Peterborough Examiner daily newspapers, as well as most of the Community Brands segment’s community newspapers, and certain specialty publications, advertising flyers and third party publications. The printing work formerly performed at the Hamilton facility has been transferred to TC Transcontinental Printing and other external printers as well as Torstar-owned facilities. On March 2, 2020 Torstar announced it had completed the sale of the Hamilton facility for a purchase price of $25.75 million. See also “Material Contracts” below. The services of contractors are used to transport these newspapers and flyers from the printing plants and, as appropriate, to deliver them to households within the Community Brands segment’s coverage area. Metroland closed its printing plant in Durham in 2017, and sold the facility in 2018.

(iii) Other Specialty Publications and Magazines

The Community Brands segment includes a number of specialty publications, magazines and directories including the following:

Beautiful Beginnings Healthy Living Parry Sound Life Canadian Auto World Health and Fitness Readers Choice County & Quinte Living Home & Reno Sideroads East of the City Living 50 Plus The Kawarthan Fine Homes Muskoka Life Wedding Trends Golf Niagara Life West of the City Goodlife Our City

(iv) Consumer Shows

The Community Brands segment produces and manages more than 10 consumer shows through its individual community newspapers and its consumer shows division, including: The Toronto Golf & Travel Show, Spring and Fall Home Show, The Suhaag Virtual Show, the Canadian Immigrant Fair and the Caregiver Show.

3. DIGITAL VENTURES

Within the Digital Ventures segment, Torstar holds a 56% interest in VerticalScope, operates eyeReturn, and until 2018, held a 50% interest in Workopolis.

- 15 - • VerticalScope is a Toronto-based vertically focused digital media company with expertise in programmatic advertising and whose sites attract an average of approximately 95 million unique visitors per month across desktop, mobile and tablet platforms as measured by Google Analytics. VerticalScope, which has approximately 230 employees, serves the North American market through its network of more than 1500 user forums and premium content sites offering advertisers access to large audiences in popular verticals including automotive, powersports, outdoors, home and health. VerticalScope’s user forums and content sites allow advertisers to reach audiences through social media marketing across hundreds of special-interest communities. Its premium sites include AutoGuide.com, Motorcycle.com, ATV.com and PetGuide.com.

• eyeReturn is a digital advertising company that has developed proprietary technology including an ad server, a demand side platform, and data management platform. Advertisers use eyeReturn on a self-serve basis or through a managed service model to build and target customized audiences. eyeReturn also offers extensive multi-platform reporting enabling advertisers to see their display advertisements and social media activity in one dashboard.

• Workopolis was a digital recruitment business. Workopolis.com and related assets were sold to Recruit Holdings Co., Ltd. in April 2018.

The following chart provides a breakdown of the Digital Ventures operating revenue by percentage for the years ended December 31, 2019 and December 31, 2018:

% of Operating Revenue for the Year Ended

December 31, 2019 December 31, 2018

Digital Advertising 100% 100%

4. INVESTMENTS IN ASSOCIATED BUSINESSES

Torstar has an approximate 19% interest in Black Press, a privately held company that publishes more than 150 titles in print and online in Canada and the U.S. and has operations in British Columbia, Alberta, the Yukon, Saskatchewan, Manitoba, Washington, California, Hawaii and Alaska.

Torstar has an approximate 33% interest in Canadian Press, which operates the Canadian Press news agency. The remaining shares of Canadian Press are held by Square Victoria and The Globe.

Torstar holds an approximate 15% interest in Blue Ant, a privately held international content producer, distributor and channel operator founded in 2011. Blue Ant creates content for multiple genres including factual, factual entertainment, short-form digital series and kids programming. Their distribution business offers a catalogue of 3,000+ hours of content, including the largest 4K natural history offering on the market, and their international channel business offers a portfolio of media brands.

Torstar also holds an approximate 22% interest in Nest Wealth, an online investment portfolio manager in the financial technology sector.

5. PORTFOLIO INVESTMENTS

Torstar holds an approximate 4% interest in TeamSnap, a company that operates a website and mobile application to manage amateur sports teams and group activities. In the third quarter of 2019, Torstar sold its minority interests in Kensington and CanadaStays.com, a Canadian vacation rental website. In 2018, Torstar sold its minority interest in Kanetix, an operator of online insurance marketplaces.

- 16 - C. Employees of Torstar

As at December 31, 2019, Torstar had approximately 2,380 full-time equivalent (“FTE”) employees.8

Over the past several years Torstar has initiated a number of voluntary and involuntary staff reductions resulting in the departure of some Torstar employees. Across Torstar, reductions announced in 2019 will result in the departure of a total of approximately 570 FTE employees. The Community Brands segment implemented staff reductions in 2019 through two plant restructurings impacting approximately 30 FTE employees, and additional restructuring across the community regions resulting in the involuntary reduction of approximately 130 FTE employees. In 2019, the Community Brands announced the closure of the Durham mailroom scheduled for the first quarter of 2020, which will impact approximately 35 FTE employees.

In the Daily Brands segment, the Hamilton printing plant closed in September 2019, impacting approximately 145 FTE employees, and we ceased publishing the printed editions of the StarMetro free daily newspapers in Vancouver, Edmonton, Calgary and Halifax, impacting approximately 70 FTE employees. A Voluntary Departure Program for Daily Brands editorial staff was announced which impacted approximately 50 FTE employees. Additional restructuring resulted in the involuntary reduction of approximately 110 FTE employees.

In 2019, Torstar hired new talent to help support its transformation efforts in data, technology and other key areas.

Additional information on employees of Torstar and information on its collective agreements is set forth in the Corporation’s 2019 MD&A (as contained in the Corporation’s 2019 Annual Report), which is incorporated herein by reference and a copy of which is available at www.sedar.com.

D. Properties of Torstar

Most of the activities of Torstar and its wholly owned subsidiaries are conducted in leased premises, including the main office operations of Torstar and the Toronto Star at One Yonge Street, Toronto.

In addition, Torstar owns the land and buildings where some of Metroland’s newspapers are printed or published, including in North York, Smiths Falls, Orangeville, Renfrew, Huntsville and Mississauga. In the third quarter of 2019, Torstar closed its Hamilton printing and mailroom operations at 44 Frid Street and initiated a sale process for the property. On March 2, 2020, we announced our completion of the sale of the land and building used by the Hamilton Spectator at 44 Frid Street in Hamilton for a purchase price of $25.75 million. See also “Material Contracts” below. In 2018, Metroland sold a former printing facility property in the Durham region.

E. Intangible Properties

Torstar owns and/or uses: (i) a number of trade-marks and/or service marks for its businesses registered with the Trade- Marks Offices in Canada and other countries; (ii) a number of trade-marks, service marks, trade names and other identifiers for its businesses which are not registered with any Trade-Marks Offices, but are identified with its businesses in Canada and other countries; (iii) a number of registered domain names and/or URLs for its businesses; and (iv) a variety of content created by its employees, and/or licensed or acquired from wire services, freelancers and other content suppliers.

Although Torstar relies on the intellectual property laws of Canada and other countries in which it may carry on business, as well as agreements protecting the confidentiality of its confidential, proprietary and non-public information, it may be unable to prevent third parties from using its intellectual property or from developing intellectual property that is similar to Torstar’s intellectual property, particularly in countries that do not have or enforce laws protecting intellectual property to the same extent as Canada.

8 Excluding employees of VerticalScope and jointly owned operations within the Daily Brands segment such as Sing Tao. - 17 - F. Environmental Matters

Torstar has a corporate environmental policy in place which governs all of Torstar’s operating divisions, and is overseen by a cross-divisional environmental committee. Torstar has paper procurement guidelines in place to assist Torstar’s operating divisions in implementing their procurement strategies. Torstar’s current environmental practices include recycling, establishing and maintaining waste management practices, endeavoring to use newsprint from sustainable sources wherever economically and practically feasible, encouraging suppliers to develop products that are more environmentally sensitive than current products and giving preference to such products where such products are of a comparable quality, price and availability to existing products and reducing electricity and gas consumption at its printing plants.

Torstar routinely reviews and assesses its operations for the purpose of making environmental improvements and to prevent unacceptable risks to the health and safety of its employees, customers, the general public and to the environment. Regular reports concerning environmental matters are provided to the Human Resources & Compensation Committee of the Board of Directors.

Substantially all of the Corporation’s facilities are subject to federal, provincial and municipal laws concerning, among other things, emissions to the air, water and sewer discharges, handling and disposal of wastes, recycling, or otherwise relating to the protection of the environment. Compliance with these laws has not had in the current financial year, and management does not expect it to have in future years, a material financial or operational effect on Torstar’s capital expenditures, profit or loss and competitive position.

G. Cycles

As indicated in the summary of quarterly results in the Corporation’s 2019 MD&A (as contained in the Corporation’s 2019 Annual Report, which is incorporated herein by reference and a copy of which is available at www.sedar.com), our revenues are cyclical in nature. This cyclicality is largely driven by advertising budgets, which tend to reflect the general economic climate and consumers’ buying habits. As a result, Torstar experiences significant seasonal variances due to advertising patterns and influences on people’s media consumption habits. Revenues in the second and fourth quarters are generally the strongest for Daily Brands, Community Brands and Digital Ventures with the first and the third quarters being the softest, while expenses are relatively constant throughout the fiscal year.

H. Competitive Conditions

Torstar faces competition in each of its business segments. The extent and nature of such competition is, in large part, determined by the location and demographics of the market and the number of alternatives in those markets.

There has been a continuing structural shift within the media industry from print to digital formats and, as a result, digital media generates significant competition for advertising and subscription revenue and readership. This shift has and will continue to negatively impact our print advertising revenue and, to a lesser extent, our print subscription revenue. Digital competition is not limited to platforms that provide news and news aggregation. Our digital competitors include but are not limited to providers of search engine marketing, display advertising, digital flyers, digital classifieds, digital directories, social media, mobile advertising, loyalty programs, ecommerce and digital retailers and video advertising. Competition also comes from a variety of other sources such as free and paid local, regional and national newspapers, radio, broadcast (including subsidized public broadcasters) and cable television, magazines, outdoor, direct marketing, flyers, directories, and other communications and advertising media.

Our existing and potential future digital competitors range from start-up operations with low cost structures to large global players who may not be subject to the same regulatory requirements and restrictions as Canadian companies. The shift to digital media has resulted in a significant increase in competition from global competitors, including large U.S. and international news and other content providers, as well as global technology giants and digital platform providers such as Google, Facebook, Apple and Amazon. These competitors are increasingly larger, and may have sales tax and other tax advantages over Canadian companies, and access to greater operational, financial and other resources. They may have interests in multiple forms of media, hold vast pools of user data, provide greater audience

- 18 - reach, and offer more sophisticated targeting capabilities, and they may be more successful in attracting advertising and subscription revenue.

Global technology giants have taken a dominant share of the digital advertising market, including advertising revenue and advertising revenue growth. We anticipate that this trend will continue. In addition, online advertising networks, exchanges, real-time bidding and programmatic buying channels that allow advertisers to target audiences are playing an increasingly significant role in the advertising industry. As programmatic advertising becomes more prevalent, advertisers are increasingly showing a preference for lower priced advertising solutions, which in turn puts downward pressure on the price of all advertising services. Advertisers also have increased access to data and greater ability to reach customers directly with digital technologies, which may contribute to reduced spending on external advertising. Many advertisers are insourcing their digital media buying and increasingly using their own marketing channels and engaging in direct communications with their customers and prospects. We may not be able to successfully adapt to these rapid changes and increasing number of digital media options, to respond as quickly or effectively to new or emerging technologies and changes in consumer behavior as our competitors, or to distinguish our products and services from those of our competitors.

We have been investing significant time and resources in our digital platforms and associated capabilities to evolve our existing products and develop new products and revenue sources, including digital subscription offerings, mobile platforms, video and other evolving content delivery platforms. There is a risk that we will be unable to successfully attract or retain subscribers, users and advertisers with our existing or new digital platforms. In addition, some of our digital platforms and products are in early stages of development or implementation and may not contribute to profitability in a meaningful way or within a reasonable timeframe or at all. We also use third party platforms to distribute some of our content and advertising. Some of these third party platforms are controlled by the same global technology giants with whom we compete for advertising revenue, and their size, resources and leverage may impact our ability to negotiate a fair price for our content and advertising, affect the means by which we can distribute our content and advertising, and undermine our potential to generate meaningful revenue from our content and advertising. These third parties may also discontinue or modify their platforms, which could restrict access to our content and impact our ability to generate revenue through these platforms. In addition, distribution of our content and advertising on third party delivery platforms may hamper our ability to form a direct relationship with consumers, limit our opportunity to effectively monetize our own digital products, and negatively impact our control over the distribution of our content.

We are becoming more reliant on subscription revenues. We implemented a pay model for online readership for thestar.com in late 2018, and certain of our other news sites (such as thespec.com and therecord.com) also offer paid digital subscriptions. We have also run a paid print and digital subscription pilot in a number of test markets within our Community Brands segment. Our ability to build and maintain customers for digital content depends on many factors, including consumer habits, the timely development and evolution of adequate and adaptable digital infrastructure, delivery platforms, perceived product value, price, available alternatives, delivery of high quality journalism and content, market acceptance of registration and subscription models, our ability to provide superior customer experience and service and other factors. In addition, the reputation of our digital platforms is an important factor in growing and maintaining traffic and generating advertising and subscription revenue. The continuing availability of free high quality news content from competitors (including subsidized public broadcasters who provide consumers with content competitive to ours in multiple mediums including digital, television and radio), could undermine our ability to attract and retain paying customers for, and to generate subscription revenues from, digital content. Advertisers’ and customers’ perceptions of the attractiveness of the content on our digital platforms, including in some cases user generated content and forum discussions, will impact our ability to generate advertising and subscription revenue. In addition, while a pay model may increase subscription revenues, we also face the risk of reduced page views, digital inventory and print and online readership levels, which could have a negative impact on advertising revenues.

Subscription revenues represent a large portion of our overall revenues. Our ability to maintain our print revenue levels may be affected by shifting demographics; the availability of alternative sources of news and other content (many of which are free to users); an increasing preference among many consumers to receive news and other content via means other than a print newspaper; the price of our print product and consumers’ willingness to pay it; the quality and reputation of our content as compared to other content in the marketplace, both in print and other forms; and various

- 19 - other factors both within and outside of our control. If we are unable to offset falling print subscriptions with revenue from home delivery price increases, or to offset print subscription revenue declines with digital subscription revenue, it could have an adverse effect on our revenue.

Additional information on competitive conditions faced by the Corporation is set forth in the Corporation’s 2019 MD&A (as contained in the Corporation’s 2019 Annual Report), which is incorporated herein by reference and a copy of which is available at www.sedar.com.

IV. RISK FACTORS

The Corporation is subject to a number of risks and uncertainties. A risk is the possibility that an event might happen in the future that could have a negative effect on the financial condition, financial performance or business of the Corporation. The actual effect of any event on the Corporation’s business could be materially different from what is anticipated. A discussion of risks affecting the Corporation and its businesses is set forth in the Corporation’s 2019 MD&A (as contained in the Corporation’s 2019 Annual Report), which is incorporated herein by reference and a copy of which is available at www.sedar.com, an addition to which is set forth below. This description of risks does not include all possible risks.

Force Majeure Events

We are exposed to various risks arising out of extraordinary or force majeure events beyond our control, such as epidemics or pandemics (including COVID-19), natural disasters, extreme weather events, acts of war, terrorism, cyberattacks, strikes, protests or social or political unrest generally.

In particular, reliance on global networks and supply chains, rates of international travel and the significant number of people living in high-density urban environments increase humanity’s susceptibility to infectious disease. Epidemics and pandemics can negatively impact business operations in a number of ways, including by affecting our or our third party service providers’ operations, disrupting the supply chain or causing high absenteeism across the workforce. Similarly, disasters arising from extraordinary or force majeure events may result in disruptions resulting from the evacuation of personnel, cancellation of contracts, or the loss of workforce, or assets. In addition, a disaster may disrupt public and private infrastructure, including communications and financial services, which could disrupt our normal business operations. Any of the foregoing events or other unforeseen consequences of such events could disrupt our operations and financial performance, or lead to the realization of or exacerbate the impact of other risk factors, and materially adversely affect Torstar’s business, results of operations, financial condition and/or cash flows.

The recent outbreak of COVID-19, which the World Health Organization has declared a global pandemic, has spread to many countries, including Canada, and is impacting, and may continue to impact, worldwide economic activity and global financial markets, which may result in an economic downturn. A public health epidemic such as COVID-19 poses the risk that Torstar or its employees, contractors, suppliers, consumers, clients, and other business partners may reduce or be prevented from conducting regular activities for an indefinite period of time, including due to facility closures, travel and transportation restrictions, or quarantines that may be requested or mandated by governmental authorities. While the extent of the impact on our business from the recent outbreak of COVID-19 is unknown at this time and difficult to predict given the ongoing and dynamic nature of the circumstances, the outbreak (including the measures taken by the governments of countries affected including within Canada) has negatively impacted the spending habits of advertisers and may continue to do so, and could, among other things, adversely affect the spending habits of consumers, disrupt our supply chain, impede the creation, printing or delivery of our products and services, threaten our employees’ health and productivity, and adversely affect interest rates, credit ratings, credit risk and inflation, any of which may have a material adverse effect on our business, financial condition, cash flows or results of operations.

V. DIVIDENDS

Decisions on the declaration and payment of dividends are made on a quarterly basis by the Board of Directors, based upon Torstar’s overall financial performance and cash flow outlook. A dividend of 2.5 cents per share was declared and paid each quarter from the third quarter of 2016 through to the third quarter of 2019. In the fourth quarter of

- 20 - 2019, the Board of Directors decided to suspend Torstar’s quarterly dividend. The Board of Directors intends to review its dividend policy again in the fourth quarter of 2020. There is no assurance as to the amount or timing of dividends in the future. The following table presents a summary of the dividends paid in each of the three most recently completed financial years:

Quarter Ended

March 31/19 June 30/19 September 30/19 December 31/19 Dividend per Class A share $0.025 $0.025 $0.025 $0.000 and Class B non-voting share Quarter Ended

March 31/18 June 30/18 September 30/18 December 31/18 Dividend per Class A share $0.025 $0.025 $0.025 $0.025 and Class B non-voting share Quarter Ended

March 31/17 June 30/17 September 30/17 December 31/17 Dividend per Class A share $0.025 $0.025 $0.025 $0.025 and Class B non-voting share

The Board of Directors has the right, when declaring any dividend, to make available the option of a stock dividend to permit Canadian residents to elect to receive dividends in Torstar’s Class B non-voting shares.

The Board of Directors is not permitted to declare and Torstar may not pay a dividend if there are reasonable grounds for believing that (i) Torstar is or, after the payment, would be unable to pay its liabilities as they become due; or (ii) the realizable value of Torstar’s assets would thereby be less than the aggregate of its liabilities and its stated capital of all share classes.

The holders of the Class B non-voting shares are generally not entitled to vote at any meeting of the shareholders of the Corporation; provided that, if at any time the Corporation 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 the Corporation 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.

VI. DESCRIPTION OF CAPITAL STRUCTURE

The authorized share capital of Torstar consists of an unlimited number of Class A shares, an unlimited number of Class B non-voting shares, and 15,000,000 First Preference shares. As at December 31, 2019, there were 9,807,495 Class A shares, 71,528,905 Class B non-voting shares, unexercised options to purchase 10,233,113 Class B non-voting shares, and no First Preference shares issued and outstanding.

Class A Voting Shares

The holders of Class A shares are entitled to one vote for each Class A share held, at any meeting of shareholders of Torstar. Each Class A share is convertible at any time at the option of the holder into one Class B non-voting share. Each Class A share entitles the holder, subject to the rights of the First Preference shares and Class B non-voting shares, to receive any dividend on such share and, subject to the rights of holders of First Preference shares, to participate equally, on a share for share basis, with all other holders of Class A shares and Class B non-voting shares, in the remaining property and assets of the Corporation on liquidation, dissolution or winding-up of the Corporation.

Class B Non-Voting Shares

The holders of the Class B non-voting shares are generally not entitled to vote at any meeting of the shareholders of the Corporation; provided that, if at any time the Corporation has failed to pay the full quarterly preferential dividend on - 21 - the Class B non-voting shares in each of eight consecutive quarters, then and until the Corporation 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, the Corporation 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. Each Class B non-voting share entitles the holder, subject to the rights of holders of First Preference shares, to the full preferential dividend described above and to receive any further dividend on such share and to participate equally, on a share for share basis, with all other holders of Class B non-voting shares and Class A shares, in the remaining property and assets of the Corporation on liquidation, dissolution or winding- up of the Corporation.

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, owners of approximately 99% of all outstanding Class A shares as of the date of this AIF, have undertaken 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.

First Preference Shares

As of the date of this AIF, there were no First Preference shares issued or outstanding. The First Preference shares may be issued in one or more series with such rights, privileges, restrictions and conditions as the Board of Directors designates. With respect to the payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, the First Preference shares of each series rank on parity with the First Preference shares of every other series and in priority to the Class A shares and Class B non-voting shares and any other shares ranking junior to the First Preference shares. Holders of First Preference shares of any series shall not be entitled to notice of or to attend or to vote at any meeting of the Corporation or its shareholders except as may be required by law or as specifically provided in the provisions attaching to the First Preference shares of such series.

Constraints on Ownership

Torstar’s articles restrict the holding or ownership of its shares by non-Canadians. The Board of Directors currently has the authority to restrict the registration of the transfer of any of the Corporation’s shares if such transfer would, in the opinion of the directors, jeopardize either the ability of the Corporation or any subsidiary to obtain, maintain, amend or renew a licence to operate a Broadcasting Undertaking (as defined in the Broadcasting Act (Canada)) or its status as a Canadian newspaper or periodical publisher as contemplated by the Income Tax Act (Canada). Under the Corporation’s articles, the directors may require a declaration setting forth the transferee’s citizenship, the jurisdiction of incorporation or any other evidence as the directors may reasonably require be submitted to ensure that the transfer of shares does not jeopardize the foregoing. It is not currently necessary for the Corporation to enforce such restrictions, because almost all of the Corporation’s voting shares are held by Canadians, which is in compliance with the current Canadian ownership levels required by the Regulations under the Broadcasting Act (Canada) and the Income Tax Act (Canada). In addition, while the number of authorized Class A shares is unlimited, the issuance of further Class A shares may, under certain circumstances, require unanimous board approval.

- 22 - VII. MARKET FOR SECURITIES

Torstar's Class B non-voting shares are listed and posted for trading on the TSX. The following table provides information regarding the price range and volume traded for the Class B non-voting shares on a monthly basis for each month of the year ended December 31, 2019.

High $ Low $ Volume Traded

January $0.81 $0.72 315,526 February $1.06 $0.74 625,776 March $1.05 $0.85 468,151 April $0.89 $0.68 582,992 May $0.88 $0.70 635,194 June $1.02 $0.75 842,311 July $0.99 $0.79 958,792 August $0.92 $0.80 334,296 September $0.98 $0.85 484,185 October $0.90 $0.51 848,588 November $0.60 $0.45 794,512 December $0.50 $0.39 972,626

VIII. DIRECTORS AND OFFICERS

A. Directors

The following table states the names of all directors, all other positions and offices with the Corporation now held by them, if any, their principal occupations or employments during the past five years, their province/state and country of residence, and the date on which they became directors of the Corporation.

Name and Province of Residence Director Since Principal and Previous Occupations

JOHN A. HONDERICH May 5, 2004(1) Chair of the Board, Torstar; Ontario, Canada Chair of the Torstar Voting Trust. (1) Mr. Honderich was also a director of the Corporation from January 1, 1995 until May 2, 2001.

DARYL AITKEN July 28, 2015 Owner of Fabric Spark. Ontario, Canada

ELAINE B. BERGER May 3, 2006 Corporate Director. Ontario, Canada

JOHN BOYNTON March 31, 2017 President and Chief Executive Officer, Torstar; Ontario, Canada Publisher, Toronto Star. Chief Marketing Officer of Aimia Inc. from 2014 to March 2017.

CAMPBELL R. HARVEY May 8, 1992 Professor of Finance at Duke University; Research North Carolina, U.S.A. Associate of the National Bureau of Economic Research in Cambridge, Massachusetts; Investment

Strategy Advisor to the Man Group; Partner and Senior Advisor to Research Affiliates, LLP. Past President (2016) and former Director of the American Finance Association.

- 23 - Name and Province of Residence Director Since Principal and Previous Occupations

LINDA HUGHES November 3, 2010 Corporate Director. Alberta, Canada Chancellor of the University of Alberta from 2008 to 2012.

DANIEL A. JAUERNIG January 16, 2009 President and Chief Investment Officer of NCM Ontario, Canada Capital Inc. President and Chief Operating Officer of Element Fleet Management Corp. from 2016 to 2018. Chief Operating Officer of Element Financial Corporation from 2015 until 2016. Executive Vice President of Element Financial Corporation from 2014 until 2015. President and Chief Executive Officer of Classified Ventures, LLC from 2000 until 2014.

ALNASIR SAMJI March 1, 2009 Managing Principal, Alderidge Consulting Inc. Ontario, Canada

DOROTHY STRACHAN May 8, 2013 Partner at Strachan-Tomlinson Inc. Ontario, Canada

MARTIN E. THALL May 1, 2002 Corporate Director; President and Chief Executive Ontario, Canada Officer of the Thall Group of Companies (an investment holding company).

PAUL R. WEISS May 6, 2009 Corporate Director. Ontario, Canada

Each director is elected annually to hold office until the next annual meeting of shareholders. Additional information on the directors of the Corporation can be found in Torstar’s 2020 Information Circular, which is available at www.sedar.com.

B. Officers

The following table states the names of all officers, all positions and offices with the Corporation now held by them, their principal occupations or employments during the past five years and their province and country of residence.

Name and Province of Residence Principal and Previous Occupations

JOHN A. HONDERICH Chair of the Board, Torstar; Chair of the Torstar Voting Trust. Ontario, Canada

JOHN BOYNTON President and Chief Executive Officer, Torstar. Ontario, Canada Publisher, Toronto Star. Chief Marketing Officer of Aimia Inc. from 2014 to March 2017.

LORENZO DEMARCHI Executive Vice-President and Chief Financial Officer, Torstar. Ontario, Canada

- 24 - Name and Province of Residence Principal and Previous Occupations

MARIE E. BEYETTE Senior Vice-President, General Counsel and Corporate Secretary, Ontario, Canada Torstar.

JENNIFER BARBER Senior Vice-President Finance, Torstar; Chief Financial Officer, Ontario, Canada Community and Daily News Brands.

IAN OLIVER Executive Vice President, Torstar and President of Community Ontario, Canada Brands and Operations. President, Metroland. NEIL OLIVER Executive Vice President, Torstar and President of Daily News Ontario, Canada Brands. Group Publisher and Vice President, Metroland from June 2008 to October 2017.

C. Shareholdings of Directors and Officers

On March 9, 2020, the Corporation had outstanding 9,807,135 Class A shares. The directors and executive officers of the Corporation as a group beneficially own, or exercise control or direction over, directly or indirectly, 4,375,050 Class A shares as of March 9, 2020, representing approximately 45% of the aggregate number of voting securities of the Corporation outstanding as at March 9, 2020. Information pertaining to the shares owned, directly or indirectly, or over which control or direction are exercised by directors and officers is not within the knowledge of the Corporation and has been furnished by each of the directors and officers of the Corporation. Additional information pertaining to shareholdings of directors of the Corporation can be found in the Corporation’s 2020 Information Circular, including in the section entitled “Voting Shares and the Voting Trust”. The 2020 Information Circular is available at www.sedar.com.

D. Committees

As of the date of this AIF, the Corporation has the following standing committees:

Committee Current Members Audit & Financial Risk Committee Daniel Jauernig, John Honderich, Linda Hughes, Alnasir Samji, Martin Thall and Paul Weiss

Human Resources & Compensation Committee John Honderich, Linda Hughes, Dorothy Strachan, Martin Thall and Daryl Aitken

Nominating & Corporate Governance Committee Linda Hughes, Daryl Aitken, Elaine Berger, Campbell Harvey, John Honderich and Alnasir Samji

E. Audit & Financial Risk Committee

Audit & Financial Risk Committee Charter

The Audit & Financial Risk Committee’s charter (“Terms of Reference”) sets out its purpose, authority, function, membership qualifications and responsibilities. A copy of the Terms of Reference is attached as Appendix “A”.

Pre-Approval Policies for External Auditors’ Other Services

The Audit & Financial Risk Committee has determined that the non-audit services provided to the Corporation by its external auditors should be limited. Such services are subject to the prior approval of the Chair of the Audit & Financial - 25 - Risk Committee (if less than $100,000) or by the full Audit & Financial Risk Committee (if $100,000 or more). The services approved by the Audit & Financial Risk Committee in each of 2018 and 2019 are set out in the Corporation’s 2020 Information Circular under the section “Appointment of Auditors”. The 2020 Information Circular is available at www.sedar.com.

Composition of the Audit & Financial Risk Committee

As of the date of this AIF, the Audit & Financial Risk Committee is comprised of six directors: Daniel Jauernig (Chair), John Honderich, Linda Hughes, Alnasir Samji, Martin Thall and Paul Weiss. Each member of the Audit & Financial Risk Committee has been determined by the Board to be “independent” and “financially literate” as such terms are currently defined under National Instrument 52-110 – Audit Committees.

Relevant Education and Expertise

In addition to each member’s general business experience, the education and experience of each Audit & Financial Risk committee member that is relevant to the performance of his or her responsibilities as an Audit & Financial Risk Committee member is as follows:

Mr. Jauernig is the President and Chief Investment Officer of NCM Capital Inc. He was the President and Chief Operating Officer of Element Fleet Management Corp. from 2016 to 2018, Chief Operating Officer of Element Financial Corporation from 2015 to 2016, Executive Vice President of Element Financial Corporation from 2014 to 2015, and was President and Chief Executive Officer of Classified Ventures, LLC, a provider of online classified advertising products in the United States, from 2000 to 2014. He joined Classified Ventures in 2000 and previously worked with the former Toronto-based Newcourt Credit Group Inc., where he served as Chief Financial Officer as well as President of the Newcourt Services division from 1991 to 1999. 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 in 1988. He is an accredited Canadian Chartered Professional Accountant, Chartered Accountant and Certified Management Accountant and a United States Certified Public Accountant. Mr. Jauernig serves on the Board and audit committee of HomeEquity Bank, a federally regulated Schedule I Canadian Bank.

Mr. Honderich is the Chair of the Board of Torstar and the Chair of the Torstar Voting Trust. He has served as Special Advisor to the Premier of Ontario on the future of Greater Toronto Area and Creative Cities from January 2005 to December 2006. Mr. Honderich 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 graduated from the University of Toronto with a B.A. in Political Science and Economics in 1968 and an LL.B. in 1971 and has taken several post graduate courses in economics and international trade at the London School of Economics.

Ms. Hughes 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. Ms. Hughes has an Honours BA from the University of Victoria and 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 (Carleton University), a Lifetime Achievement Award from the YWCA and membership in Alberta's Business Hall of Fame. In 2016 she was inducted into the Alberta Order of Excellence. Ms. Hughes has served on the boards of the Royal Alexandra Hospital Foundation, the Edmonton Community Foundation, the Edmonton Homeless Commission, the United Way 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 the Alberta Health Services Board of Directors from 2015 to 2019.

Mr. Weiss is on the Board of Directors of BCE and Bell Canada and is the Chair of the Audit Committee of BCE. He is also a trustee on the Board of Trustees of Choice Properties Real Estate Investment Trust and serves as the Chair of its Audit Committee. He previously chaired the Audit Committee of ING Bank of Canada Limited and the - 26 - Finance and Audit Committees at the Toronto Rehab Foundation and the Soulpepper Theatre Company and was a member of the Audit Committee of Empire Life Insurance Company. He worked with the accounting firm of KPMG LLP from 1968 until his retirement in 2008. He was the Managing Partner of KPMG’s Canadian Audit Practice, a member of the Canadian firm’s Management Committee, and a member of the International Global Audit Steering Group. He graduated from Carleton University in 1968 with a Bachelor of Commerce degree. He received his CPA designation in 1971 and his FCPA designation in 2005.

Mr. 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 and as the Chair and a member of its Audit and Finance Committee, and a member of the CAAT Pension Plan Investment Committee. He is currently Co-Chair (and former member) of the CAAT Pension Plan Audit Committee and a member (and former Co-Chair) of the CAAT Pension Plan Finance and Administration Committee. He holds a B.Sc. Mathematics, Computing Science, Operations Research and Statistics from Thames Polytechnic in the U.K.

Mr. Thall has served as the President and Chief Executive Officer of the Thall Group of Companies, an investment holding company, from 2005 to present. He has also acted as a director of Thall Investments Inc. from 1986 to present and currently acts as the Voting Trustee for the Thall Group on the Torstar Voting Trust. He was formerly a systems analyst with the Toronto Star’s Network Services Group. Mr. Thall earned his bachelor degree in Mathematics in 1978 and his Masters of Business Administration in 1980 from York University.

External Auditor Services Fees

Disclosure relating to the fees paid by the Corporation to its external auditors, Ernst & Young LLP, can be found in the Corporation’s 2020 Information Circular under the section “Appointment of Auditors”, which section is incorporated herein by reference. The 2020 Information Circular is available at www.sedar.com.

F. Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the knowledge of the Corporation, no director or executive officer of the Corporation is, as at the date of this AIF, or within the last 10 years before the date of this AIF 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 order 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 order 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 the Corporation, no director or executive officer of the Corporation is, as at the date of this AIF, or within the last ten years before the date of this AIF has been, a director or executive officer of any company that, while that person 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.

To the knowledge of the Corporation, no director or executive officer of the Corporation has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

To the knowledge of the Corporation, no director or executive officer of the Corporation has, within the last 10 years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or

- 27 - insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold his or her assets.

G. Conflicts of Interest

To the knowledge of the Corporation, no director or executive officer of Torstar has an existing or potential material conflict of interest with Torstar.

IX. LEGAL PROCEEDINGS

In the ordinary course of business, the Corporation and its subsidiaries are routinely defendants in or parties to a number of pending and threatened legal or regulatory actions brought on behalf of various classes of claimants. In view of the inherent difficulty of predicting the outcome of such matters, the Corporation cannot state what the eventual outcome of such matters will be; however, based on current knowledge, management does not believe that liabilities, if any, arising from pending litigation or regulatory actions will have a material adverse effect on the consolidated financial position, or the financial performance of the Corporation nor that they will exceed 10% of the current assets of the Corporation.

In February 2020, Torstar accepted service of an action commenced in the Ontario Superior Court of Justice by Alex Haditaghi and Orchestra Restaurant Group Inc. c.o.b. as “Neruda Restaurant” as plaintiffs against Torstar Corporation and certain of its subsidiaries and employees as defendants relating to a restaurant review published in May 2019. Based on alleged defamation, the plaintiffs are claiming damages against the defendants in the amount of $25 million; punitive, exemplary and aggravated damages in the amount of $2 million; costs on a substantial indemnity basis (plus taxes thereon) and pre and post-judgment interest. While there can be no assurance as to the outcome of any litigation, based on information currently available to us, Torstar believes the claims are without merit and intends to defend itself vigorously.

In November 2017 Metroland and FDNG completed a transaction with Postmedia in which they purchased and sold a number of daily and community newspapers. The Competition Act (Canada) allows for a one-year period following the completion of a merger transaction during which the Commissioner of Competition may bring an application to the Competition Tribunal challenging the transaction on the basis that it prevents or lessens competition substantially in any relevant market. The Commissioner did not bring such an application. The Competition Bureau has indicated that it is investigating the transaction under the conspiracy provisions of the Competition Act. Torstar does not believe its has contravened the Competition Act.

X. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

To the knowledge of the Corporation, no director or executive officer of Torstar or a person or company that beneficially owns or controls or directs, directly or indirectly, more than 10% of any class or series of the Corporation’s outstanding voting securities, or an associate or affiliate thereof, had any material interest, direct or indirect, in any transaction within the three most recently completed fiscal years or during the current fiscal year that has materially affected or is reasonably expected to materially affect the Corporation.

XI. TRANSFER AGENT AND REGISTRAR

The Corporation’s registrar and transfer agent is AST Trust Company (Canada), P.O. Box 4202, Station A, Toronto, ON M5V 2V6.

XII. MATERIAL CONTRACTS

Sale of 44 Frid Street, Hamilton, Ontario (the “Hamilton Spectator Building”)

Pursuant to an agreement of purchase and sale dated November 29, 2019 (the “Hamilton Sale Agreement”) KWH Nomineeco Inc. and Metroland Media Group Ltd. agreed to sell the land and building comprising the Hamilton

- 28 - Spectator Building to The First Longwood Innovation Trustee Corporation (the “Purchaser”) for a purchase price of $25.5 million. The Hamilton Sale Agreement contained customary representations and warranties, which survive closing for a period of one hundred and twenty (120) days, as well as certain customary closing conditions and adjustments. The sale closed on March 2, 2020. Title to the property was taken in the name of The Gore District Land Trustee Corporation (the “Registered Owner”). On closing the Registered Owner leased the property to the Purchaser. A portion of the building has been sublet back to Metroland for continued use by the Hamilton Spectator. The term of the sublease matures on December 31, 2020. The Hamilton Sale Agreement originally included a six (6) month renewal option in respect of the sublease. The renewal option was waived prior to closing in consideration for an increase in the purchase price by the sum of $250,000.00.

A copy of the Hamilton Sale Agreement is available at Torstar’s profile on SEDAR at www.sedar.com. The description of the Hamilton Sale Agreement set out in this AIF does not purport to be complete and is qualified in its entirety by reference to the Hamilton Sale Agreement which is available at www.sedar.com.

Merger of Torstar Plans with CAAT Plan

On June 21, 2018, Torstar entered into a Memorandum of Agreement (the “MOA”) with The Sponsors’ Committee of the CAAT Plan and The Board of Trustees of the CAAT Plan pursuant to which Torstar agreed to participate in the CAAT Plan and, subject to applicable member and regulatory consents, transfer the assets and liabilities of the Torstar Plans to the CAAT Plan.

As part of this merger, Torstar agreed to become, and to cause certain of its subsidiaries to become, participating employers under the CAAT Plan as of October 1, 2018 (the “Effective Date”), by way of the execution and delivery of participation agreements to be entered into by Torstar, each relevant subsidiary and the Board of Trustees of the CAAT Plan.

In addition, upon receipt of certain regulatory approvals, Torstar agreed to transfer and to cause certain of its subsidiaries to transfer, from the Torstar Plans to the CAAT Plan, an amount equal to the value of all assets held by the Torstar Plans, subject to certain restrictions and adjustments as set forth in the MOA. The regulatory approvals were received and on December 3, 2019, the assets held by the Torstar Plans were transferred to the CAAT Plan. The CAAT Plan has now, from the Effective Date, assumed responsibility for payment of the accrued benefits under the Torstar Plans in respect of each active and inactive member of the Torstar Plans as set forth in the MOA. No additional cash funding related to the transferred liabilities is expected to be required from Torstar in connection with the merger.

The MOA provides that on and after the Effective Date, each active member of the Torstar Plans will cease to accrue benefits under the applicable Torstar Plan and will commence participation in and accrue benefits under the DB Plus provisions of the CAAT Plan for periods of employment on and after the Effective Date. On and after January 1, 2019, most employees of Torstar that were not members of the Torstar Plans became eligible to participate in and accrue benefits under the DB Plus provisions of the CAAT Plan in accordance with the terms of the MOA. Torstar and the participating subsidiaries are required to make contributions to the CAAT Plan with respect to each participating employee at fixed rates in accordance with the terms of the MOA, the CAAT Plan and the Participation Agreements.

The MOA contains customary representations and warranties (many of which expire 24 months flowing the date the transfer of assets held by the Torstar Plans to the CAAT Plan was completed) and is subject to customary conditions and approvals, including consent by the members of the Torstar Plans (which was received in 2018), and approval of FSRA to the above-referenced asset and liability transfer (which was received in late 2019), and termination provisions. A copy of the MOA is available at Torstar’s profile on SEDAR at www.sedar.com. The description of the MOA set out in this AIF does not purport to be complete and is qualified in its entirety by reference to the MOA which is available at www.sedar.com.

- 29 - Postmedia Transaction

On November 27, 2017, Metroland and FDNG entered into an Asset Purchase Agreement with Postmedia (the “APA”) to sell 22 weekly community newspapers in eastern and southern Ontario, as well as the Metro Winnipeg and Metro Ottawa free daily newspapers. As part of the transaction, they purchased seven daily newspapers and eight weekly community newspapers from Postmedia. The transaction is under review by the Competition Bureau. See also “Legal Proceedings” above. The transaction was effectively a non-cash transaction, as the consideration for the publications purchased was approximately equal to the consideration for the publications sold. The APA contains customary representations and warranties, many of which expired 12 months following the closing date, as well as certain customary indemnities. A copy of the APA is available at Torstar’s profile on SEDAR at www.sedar.com. The description of the APA set out in this AIF does not purport to be complete and is qualified in its entirety by reference to the APA which is available at www.sedar.com.

VerticalScope

In connection with its acquisition of a 56% interest in VerticalScope on July 28, 2015, Torstar entered into a unanimous shareholders’ agreement with VerticalScope’s continuing shareholders (the “Shareholders’ Agreement”).

The Shareholders’ Agreement provides that, for so long as Torstar holds between 40% and 60% of VerticalScope’s outstanding voting shares, Torstar will be entitled to nominate one-half of VerticalScope’s board members. If Torstar holds 60% or more of VerticalScope’s outstanding voting shares it will be entitled to nominate a majority of VerticalScope’s board members. The Shareholders’ Agreement provides that the shareholders may not transfer their shares other than in accordance with the agreement. The Shareholders’ Agreement also includes future rights for certain shareholders under certain circumstances to require VerticalScope to undertake a recapitalization or an initial public offering by means of a secondary offering of shares held by them.

A copy of the Shareholders’ Agreement is available at Torstar’s profile on SEDAR at www.sedar.com. The description of the Shareholders’ Agreement set out in this AIF does not purport to be complete and is qualified in its entirety by reference to the Corporation’s Material Change Report dated August 5, 2015, which report is incorporated herein by reference, and to the Shareholders’ Agreement, each of which is available at www.sedar.com.

XIII. INTERESTS OF EXPERTS

The Corporation’s auditors are Ernst & Young LLP, Ernst & Young Tower, 100 Adelaide Street West, Toronto, Ontario M5H 0B3. The Corporation’s consolidated financial statements as at December 31, 2019 and for the year then ended have been filed under National Instrument 51-102 – Continuous Disclosure Obligations in reliance on the report of Ernst & Young LLP, Chartered Professional Accountants, given on their authority as experts in auditing and accounting. As at February 19, 2020, Ernst & Young LLP has advised that it is independent with respect to the Corporation in accordance with the CPA Code of Professional Conduct of the Chartered Professional Accountants of Ontario.

XIV. ADDITIONAL INFORMATION

Additional information, including directors' and officers' remuneration and indebtedness, principal holders of the Corporation's securities, options to purchase securities and interests of insiders in material transactions, where applicable, is contained in the Corporation's 2020 Information Circular for the Annual Meeting of Shareholders to be held on May 6, 2020, and additional financial information is provided in the Corporation's consolidated financial statements for 2019 and the 2019 MD&A. Such documentation and additional information relating to the Corporation is contained on SEDAR at www.sedar.com, the internet site maintained by the Canadian Securities Administrators. For the convenience of Torstar’s shareholders, the above documents are also available at Torstar’s corporate website, located at www.torstar.com.

- 30 -

APPENDIX “A”

AUDIT & FINANCIAL RISK COMMITTEE TERMS OF REFERENCE

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 financial statements; (b) Torstar’s compliance with legal and regulatory requirements regarding financial reporting and related securities matters; (c) the external auditor’s qualifications and independence; (d) the adequacy of Torstar’s internal controls over financial reporting; (e) the performance of the external auditors and Torstar’s internal audit function; and (f) Torstar’s compliance with its obligations under the Colleges of Applied Arts & Technology Pension Plan (the “CAAT Plan”) and monitoring significant developments and service standards related to the CAAT Plan.

The Committee shall have the ability to access Torstar’s legal counsel without the approval of management, as it deems necessary to carry out its duties. The Committee shall also have the authority without the consent of management or the Board, at Torstar’s expense, to the extent it deems necessary or appropriate, to retain and compensate special independent legal, accounting or other consultants to advise the Committee in connection with fulfilling its obligations.

Management of Torstar is responsible for the preparation, presentation and integrity of Torstar’s financial statements and for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. The external auditors are responsible for planning and carrying out a proper audit of Torstar’s annual financial statements and reviews of Torstar’s quarterly financial statements in accordance with professional standards. The function of the Committee is to provide oversight and to review the effectiveness of these activities. It is not the responsibility of the Committee to plan or conduct audits or to determine that Torstar’s financial statements are complete, accurate and in accordance with IFRS.

Composition of the Committee

The Committee will consist of at least three directors, each of whom shall be independent (as that term is defined from time to time under securities law requirements for audit committee service and as determined by the Board). The members of the Committee shall be appointed and replaced by the Board from time to time. Each member of the Committee must be financially literate (as determined by the Board) or must become financially literate within a reasonable period of time after appointment to the Committee. A majority of the members of the Committee shall constitute a quorum.

For the purposes of determining the composition of the Committee, “financially literate” shall mean the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by Torstar’s financial statements.

Chair of the Committee

The Chair of the Committee shall be appointed by the Board from time to time. The Chair shall be responsible for general leadership of the Committee, including preparing the agenda, presiding over Committee meetings, and reporting to the Board following Committee meetings on matters considered by the Committee. The Chair shall encourage Committee members to ask questions and express views during meetings. If the Chair of the Committee is not able to attend any meeting of the Committee, the Chair shall arrange for another member to preside at the meeting in his or her absence, failing which another member will be chosen by the Committee. The Chair shall take reasonable steps to ensure that the responsibilities of the Committee as outlined in these Terms of Reference are understood by all Committee members and executed as effectively as possible.

- 31 -

Specific Responsibilities

Financial Reporting & Public Disclosure

1. Review and discuss with management and the external auditors the annual audited consolidated financial statements and recommend their approval to the Board.

2. Review and discuss with management and the external auditors all interim financial statements, and annual and interim MD&A and earnings press releases, and recommend their approval to the Board.

3. Review the Annual Information Form and all financial reports which require Board approval and recommend their approval to the Board.

4. Review and approve all changes in accounting principles followed by the Corporation.

5. Discuss with the external auditors the quality and acceptability of the Corporation’s accounting principles.

6. Be satisfied that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from Torstar’s financial statements, and periodically assess the adequacy of those procedures. This assessment should include discussions with management to review the processes and systems in place.

7. Discuss financial information and earnings guidance, if any, provided to analysts and rating agencies (to the extent permitted by law), which discussions may occur after issuance.

External & Internal Auditors

8. Evaluate the external auditors and recommend to the Board the reappointment or replacement (as appropriate) of the external auditors to be proposed in Torstar’s next proxy circular for shareholder approval and appointment. In the event of a change of auditors, the Audit & Financial Risk Committee will review all issues relating to the change.

9. The external auditors shall report directly to the Committee and shall be accountable to the Board and the Committee as representatives of the shareholders. The Committee shall so instruct the external auditors.

10. Review and evaluate the experience, qualifications and independence of the senior members of the external audit team.

11. Conduct a periodic comprehensive review of the external auditors (every four to five years).

12. Ensure that there is a rotation of the lead audit partner on a regular basis.

13. Review and approve the external audit plan and the terms of the external auditors' engagement.

14. Review and approve the proposed audit fees payable for recommendation to the Board.

15. Pre-approve all non-audit services provided to Torstar (including its subsidiaries) by the external auditors which are not prohibited by law. Such pre-approval may include a blanket pre-approval of non-prohibited services for limited dollar amounts or in limited categories of service which the Committee, in its business judgement, does not believe have the potential for conflict or abuse. The pre-approval may be provided by the Chair of the Committee for non-audit services up to $100,000 (although all such services will be reported to the full Committee at its next scheduled meeting). Non-audit services in excess of $100,000 will require the approval of the full Committee.

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16. Review with the external auditors the independence of the external auditors, including obtaining from the external auditors annually a formal written statement setting forth all the relationships between the auditors and Torstar, and the fees billed for all services rendered by the external auditors to Torstar for the most recent fiscal year in the aggregate and by each service.

17. Review and approve the disclosure of proportionate audit and non-audit expenditures and the general nature of the non-audit services to be included in Torstar’s annual information form or proxy statement.

18. Review and approve the internal audit plan and review progress against the plan.

19. Meet with the external auditors and the internal auditors from time to time, in any event not less frequently than once a year, both with and in the absence of management, to review the work of such auditors, their findings (including their view on the quality of Torstar's accounting and disclosure practices), any significant recommendations made by them as to internal controls or other matters, management's responses to such recommendations, any unresolved differences, and the cooperation received by such auditors from management.

20. Review and oversee the resolution of any disagreements between management and the external auditors regarding financial reporting.

21. Review the adequacy of the accounting staff and internal audit function.

22. Establish a process with the external auditors and the internal auditors to be informed on a timely basis of any serious concerns which they may have about internal controls and the financial operations of Torstar and any serious differences of opinion between management and such auditors on such subjects.

23. Review and approve policies for Torstar’s hiring of partners, employees or former partners or employees of the present and former external auditors.

Internal Controls & Compliance

24. Establish procedures for (a) the receipt and treatment of complaints received by Torstar regarding accounting, internal controls or auditing matters; and (b) the confidential, anonymous submission by employees of Torstar of concerns regarding questionable accounting or auditing matters.

25. Discuss guidelines and policies governing the process by which senior management and the relevant departments and divisions of Torstar assess and manage Torstar’s exposure to financial risk and discuss Torstar’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including reviewing the adequacy of Torstar’s insurance program, monitoring the financial impact of post-retirement benefits, and approving for recommendation to the Board policies governing short-term investments, foreign exchange transactions, use of derivatives and other financial instruments by Torstar, including a list of qualified institutions with which Torstar’s funds may be deposited or invested.

26. Oversee the enterprise risk management process, including recommending to the Board as required the allocation of oversight of the various risks to Committees, including the Audit & Financial Risk Committee, and to the Board as a whole.

27. Review the integrity and effectiveness of Torstar's internal control and management information systems, including internal controls over financial reporting and disclosure controls and processes.

28. Review compliance by Torstar with applicable legislation and regulations regarding financial reporting and related securities matters.

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29. Ensure that Torstar and its subsidiaries have a reporting system requiring the prompt reporting of any significant non-compliance with applicable policies, practices and procedures to the Chief Executive Officer and to the Chair of the Audit & Financial Risk Committee forthwith.

30. Be satisfied that Torstar has established an appropriate code of ethics for Torstar’s senior financial officers (including the chief financial officer, principal accounting officer and controller of each subsidiary) and that mechanisms to monitor compliance are in place.

Participation in the CAAT Plan

31. Receive and review a report from CAAT no less frequently than annually, and meet periodically with representatives of CAAT, to enable the Committee to review and monitor developments related to administration, investment performance and funded status of the CAAT Plan, as well as significant regulatory developments or initiatives.

32. Review and monitor reports relating to the Torstar member experience and service standards in connection with the CAAT Plan.

33. Provide oversight of management to monitor Torstar’s compliance with its obligations relating to the CAAT Plan.

Reporting to Board & Use of Advisors

34. Make regular reports to the Board.

35. Retain and terminate any outside advisor that the Committee determines to be necessary to permit it to carry out its duties, and approve the fees and other retention terms of such advisor.

Annual Review & Assessment

36. Conduct an annual performance evaluation of the Committee (with the assistance of the Nominating & Corporate Governance Committee).

37. Review and reassess the adequacy of these Terms of Reference no less than annually and recommend any proposed changes to the Nominating & Corporate Governance Committee and the Board for approval.

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