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Cineplex Inc. Annual Information Form

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Cineplex Inc. Annual Information Form CINEPLEX INC. ANNUAL INFORMATION FORM March 30, 2015 TABLE OF CONTENTS Page EXPLANATORY NOTES ............................................................................................................................................ 3 CORPORATE STRUCTURE ....................................................................................................................................... 3 GENERAL DEVELOPMENT OF THE BUSINESS .................................................................................................... 5 History of the Corporation ........................................................................................................................................ 5 Other Recent Developments ...................................................................................................................................... 5 2014 Key Business Initiatives ................................................................................................................................... 6 BUSINESS OF CINEPLEX .......................................................................................................................................... 8 Cineplex Revenues .................................................................................................................................................... 8 Business Strategy .................................................................................................................................................... 10 Employees ............................................................................................................................................................... 17 Seasonality .............................................................................................................................................................. 17 Trademarks .............................................................................................................................................................. 17 Competition ............................................................................................................................................................. 17 Regulatory Environment ......................................................................................................................................... 18 Credit Facility .......................................................................................................................................................... 19 CAPITAL STRUCTURE ............................................................................................................................................ 20 Common Shares ...................................................................................................................................................... 20 Preferred Shares ...................................................................................................................................................... 20 Dividend Policy ....................................................................................................................................................... 20 Description of the Debentures ................................................................................................................................. 21 DIRECTORS AND OFFICERS .................................................................................................................................. 29 Biographies ............................................................................................................................................................. 30 Committees of the Board of Directors of the Corporation ...................................................................................... 34 Audit Committee ..................................................................................................................................................... 34 Audit Fees ............................................................................................................................................................... 35 Pre-Approval Policies and Procedures .................................................................................................................... 35 RISK FACTORS ......................................................................................................................................................... 35 DIVIDENDS ............................................................................................................................................................... 40 MARKET FOR SECURITIES .................................................................................................................................... 40 TRADING PRICE AND VOLUME ........................................................................................................................... 40 ACCOUNTING ISSUES ............................................................................................................................................ 41 LEGAL PROCEEDINGS AND REGULATORY ACTIONS .................................................................................... 42 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ........................................... 42 TRANSFER AGENT AND REGISTRAR .................................................................................................................. 42 MATERIAL CONTRACTS ........................................................................................................................................ 42 INTERESTS OF EXPERTS ........................................................................................................................................ 42 ADDITIONAL INFORMATION................................................................................................................................ 42 GLOSSARY OF TERMS ............................................................................................................................................ 44 Schedule A CINEPLEX INC. AUDIT COMMITTEE - TERMS OF REFERENCE CINEPLEX INC. ANNUAL INFORMATION FORM EXPLANATORY NOTES The information in this Annual Information Form is stated as of December 31, 2014, unless otherwise indicated. For an explanation of the capitalized terms and expressions, please refer to the “Glossary of Terms” at the end of this Annual Information Form. Unless otherwise indicated or the context otherwise requires, “Corporation” refers to Cineplex Inc., “Cineplex” refers to the Corporation and its subsidiaries and “Cineplex Entertainment LP” or the “Partnership” refers to Cineplex Entertainment Limited Partnership. Unless otherwise indicated, all dollar amounts are expressed in Canadian dollars and references to “$” are to Canadian dollars. Certain information included in this Annual Information Form contains forward-looking statements within the meaning of applicable securities laws. These forward-looking statements include, among others, statements with respect to Cineplex’s objectives, goals and strategies to achieve those objectives and goals, as well as statements with respect to Cineplex’s beliefs, plans, objectives, expectations, anticipations, estimates and intentions. The words “may”, “will”, “could”, “should”, “would”, “suspect”, “outlook”, “believe”, “plan”, “anticipate”, “estimate”, “expect”, “intend”, “forecast”, “objective” and “continue” (or the negative thereof), and words and expressions of similar import, are intended to identify forward-looking statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, which give rise to the possibility that predictions, forecasts, projections and other forward-looking statements will not be achieved. Certain material factors or assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements. Cineplex cautions readers not to place undue reliance on these statements, as a number of important factors, many of which are beyond Cineplex’s control, could cause actual results to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited to, risks relating to industry, competition, customer, legal, taxation and accounting matters. The foregoing list of factors that may affect future results is not exhaustive. When reviewing Cineplex’s forward- looking statements, readers should carefully consider the foregoing factors and other uncertainties and potential events. Additional information about factors that may cause actual results to differ materially from expectations and about material factors or assumptions applied in making forward-looking statements may be found in the “Risk Factors” section of this Annual information Form. Cineplex does not undertake to update any forward-looking statements, except as required by applicable Canadian securities law; such statements speak only as of the date made. CORPORATE STRUCTURE The Corporation is governed by the Business Corporations Act (Ontario) (the “OBCA”) pursuant to articles of arrangement dated January 1, 2011. The Corporation is a reporting issuer and its Common Shares are traded on the Toronto Stock Exchange (the “TSX”) under the
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