TORSTAR CORPORATION

2016

ANNUAL INFORMATION FORM

March 21, 2016

TABLE OF CONTENTS

FORWARD LOOKING STATEMENTS ...... 1 I. CORPORATE STRUCTURE ...... 3 A. Name, Address and Incorporation ...... 3 B. Subsidiaries ...... 3 II. GENERAL DEVELOPMENT OF THE BUSINESS ...... 3 A. Star Media Group ...... 4 B. Metroland Media Group ...... 5 C. Digital Ventures ...... 5 D. Dispositions, Investments and Other Events ...... 5

III. DESCRIPTION OF THE BUSINESS ...... 6 A. General Summary ...... 6 B. Principal Activities ...... 8 1. Star Media Group ...... 8 2. Metroland Media Group ...... 12 3. Digital Ventures ...... 16 4. Investments in Associated Businesses ...... 16 5. Portfolio Investments ...... 17 C. Employees of Torstar...... 17 D. Properties of Torstar ...... 17 E. Intangible Properties ...... 18 F. Environmental Matters ...... 18 G. Cycles ...... 18 H. Competitive Conditions ...... 19

IV. RISK FACTORS ...... 19 V. DIVIDENDS ...... 20 VI. DESCRIPTION OF CAPITAL STRUCTURE ...... 20 VII. MARKET FOR SECURITIES ...... 22 VIII. DIRECTORS AND OFFICERS ...... 22 A. Directors ...... 22 B. Officers...... 23 C. Shareholdings of Directors and Officers ...... 24 D. Committees ...... 24 E. Audit Committee ...... 24 F. Cease Trade Orders, Bankruptcies, Penalties or Sanctions ...... 26 G. Conflicts of Interest ...... 27 IX. LEGAL PROCEEDINGS ...... 27 X. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ...... 27 XI. TRANSFER AGENT AND REGISTRAR ...... 27 XII. MATERIAL CONTRACTS ...... 27 XIII. INTERESTS OF EXPERTS ...... 28 XIV. ADDITIONAL INFORMATION ...... 28 APPENDIX “A” - AUDIT COMMITTEE TERMS OF REFERENCE ...... 29

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”, “intend”, “would”, “could”, “if”, “may” and similar expressions. This AIF includes, among others, forward-looking statements in Section II. A. of this AIF (Star Media Group), Section II. D. of this AIF (Other Investments), Section III. B. 1. (b)(ii) of this AIF (Circulation and Distribution), Section III. A. of this AIF (Genereal Summary), Section III. B. 1. (e) of this AIF (Printing), Section III. C. of this AIF (Employees of Torstar), 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 V. of this AIF (Dividends) and Section IX. of this AIF (Legal Proceedings). 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 industries;  the Corporation’s ability to compete with digital media, 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 attract, grow and retain its digital audience and profitably develop its digital platforms;  the Corporation’s ability to attract and retain advertisers;  the Corporation’s ability to maintain adequate circulation/subscription levels;  the Corporation’s ability to attract and retain readers and traffic;  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;  the Corporation’s ability to reduce costs;  loss of reputation;  dependence on third party suppliers and service providers;  reliance on technology and information systems and risk of security breaches;  changes in employee future benefit obligations;  the Corporation’s ability to execute appropriate strategic growth initiatives including acquisitions;  unexpected costs or liabilities related to acquisitions and dispositions;  investments in other businesses;  labour disruptions;  newsprint costs;  reliance on printing operations; - 1 -  litigation;  privacy, anti-spam, communications, e-commerce and environmental laws, health and safety regulations and other laws and regulations applicable generally to the Corporation’s businesses;  foreign exchange fluctuations and foreign operations;  availability of insurance;  dependence on key personnel;  intellectual property rights;  credit risk;  availability of capital and restrictions imposed by credit facilities;  income tax and other taxes;  results of impairment tests and uncertainties associated with critical accounting estimates;  holding company structure;  dividend policy; and  control of the Corporation by the Voting Trust.

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 competition; rates of return and discount rates relating to pension expense and pension plan obligations; expected future revenues; expected future liabilities; expected future cash flows and discount rates relating to valuation of goodwill and intangible assets; and successful development and launch of 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.

For more information, please see the discussion of risks affecting the Corporation and its businesses starting on page 39 in the Corporation’s Management’s Discussion and Analysis for the fiscal year ended December 31, 2015 (“2015 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 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.

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”); (b) the Adobe Analytics application licensed from Adobe Systems Incorporated (“Adobe Analytics”); or (c) Google Analytics provided by Google Inc. (“Google Analytics”), as indicated herein. - 2 - I. CORPORATE STRUCTURE

A. Name, Address and Incorporation

Torstar Corporation and its subsidiaries are collectively referred to as “Torstar” 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 8 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, 2015, there were no other subsidiaries of Torstar whose total assets represented more than 10% of the consolidated assets of Torstar and 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 100% Ontario

Metroland Media Group Ltd. 100% Ontario

Free Daily News Group Inc. 100% New Brunswick (“Metro”)

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: Star Media Group, Metroland Media Group and Digital Ventures. In connection with the acquisition of 56% of VerticalScope Holdings Inc. (“VerticalScope”) during the third quarter of 2015, Torstar has realigned its operating segments such that digital businesses outside of the historical newspaper operations are managed together as one operating segment. All comparative information has been restated to reflect this change.

Changes in the print and digital media landscapes as well as digital technologies and platforms have had a growing impact on, and will continue to impact, Torstar’s operating segments and the media industry as a whole. Over the last three years, the media landscape, and the newspaper industry in particular, has continued to undergo significant changes. The development of the media landscape and the businesses within the Star Media Group, Metroland Media Group and Digital Ventures segments have been influenced by a number of factors, including a continuing structural shift within the advertising industry from print media to digital media, increased availability of digital advertising impressions, shifts in readership preferences from print to digital, shifts in news consumption with - 3 - younger audiences leading to an aging readership for print news, increased opportunities for advertisers to reach customers directly with new digital technologies, increased accessibility to free media in both print and a variety of digital formats, the introduction of new digital technologies and platforms and the fragmentation of audiences across digital platforms. 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 its newspaper businesses, as well as other businesses in the newspaper industry, have had to explore other ways to retain readership and circulation, and advertising, circulation and distribution revenues. The changing landscape has also created opportunities for digital-only businesses to develop, such as VerticalScope, a vertically-focused digital media business.

A. Star Media Group

Star Media Group includes the daily Toronto Star newspaper, Toronto Star Touch and thestar.com. The Star Media Group also includes Metro, which publishes the English-language Metro free daily newspapers in several of Canada’s largest cities, and through a joint venture arrangement, Star Media Group owns an interest in the Chinese- language Sing Tao Daily and its related publications in Toronto, Vancouver and Calgary. Star Media Group also includes wheels.ca, toronto.com, several specialty publications and magazines and distribution services.

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

 Torstar announced on January 15, 2016 that it has entered into an agreement to outsource the printing of the Toronto Star newspaper to Transcontinental Printing, with services expected to begin in July 2016.

 Effective January 1, 2016, Olive Media, a partnership between Star Media Group and Square Victoria Digital Properties Inc., a subsidiary of Power Corporation (including its subsidiaries, “Square Victoria”), ceased operations.

 On September 15, 2015, the Star Media Group launched Toronto Star Touch, a new tablet product for the Toronto Star. The new product is based on technology, research, and experience associated with the La Presse+ tablet product launched in 2013. The Toronto Star will seek to build its digital revenue base by expanding its audiences and increasing reader engagement through Toronto Star Touch. The app is free to consumers and is available for iOS on the Apple App Store and for Android on the Google Play Store.

 The Toronto Star eliminated the paywall on thestar.com effective April 1, 2015. The paywall was implemented in 2013.

 In November 2014, Metro announced the closure of all of its digital-only markets in Hamilton, Kitchener, London, Regina, Saskatoon, Victoria and Windsor and in July 2014, it announced the closure of its print editions in London, Regina and Saskatoon, which were launched in early 2012.

 In July 2014, the Star Media Group announced the closure of The Grid, a weekly Toronto focused print publication and website (thegridto.com) that targeted people in their 20s and 30s and in June 2014 it announced the closure of Star Dispatches, the Toronto Star’s ebook program.

 In March 2014, Star Media Group acquired the remaining 10% of the equity in Metro, increasing its ownership to 100%, and in August 2014, Metro acquired the Canadian trademark rights for the Metro brand from Metro International S.A. (“MISA”) and terminated its franchise arrangement with MISA.

 In March 2014, the Toronto Star outsourced all of its advertising sales operations and Metro’s sales organization became the representative for most national and retail sales for the Toronto Star while continuing to represent the Metro brand.

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B. Metroland Media Group

Metroland Media Group includes The Hamilton Spectator and the Waterloo Region Record daily newspapers and more than 100 weekly community newspapers and has a number of specialty publications, directories, consumer shows, distribution operations and digital properties (including homefinder.ca, save.ca, travelalerts.ca, wagjag.com, and the regional online sites, such as durhamregion.ca).

During the current financial year and over the past three years Metroland Media Group has launched or acquired several weekly community newspapers and digital properties, combined the operations of certain community newspapers and ceased publication of certain community newspapers. These and the following events have been influenced by the changing media landscape and the competitive conditions affecting Metroland Media Group’s businesses and highlight the general development of the businesses operated under Metroland Media Group.

 In January 2016, Metroland Media Group ceased publishing the print edition of the Guelph Mercury daily newspaper. Metroland will continue to serve the Guelph market through its community newspapers and the Guelph Mercury’s website.

C. Digital Ventures

Digital Ventures includes eyeReturn Marketing Inc. (“eyeReturn”) and Torstar’s joint venture interest in Workopolis as well as Torstar’s 56% interest in VerticalScope, which as a result of certain terms in the applicable shareholders’ agreement, is classified as an associated business for IFRS reporting purposes rather than a consolidated subsidiary or joint venture. VerticalScope is a Toronto-based vertically focused digital media company with expertise in programmatic advertising and whose sites attract more than 80 million unique visitors per month across desktop, mobile and tablet platforms as measured by Google Analytics. VerticalScope has more than 150 employees and serves the North American market through its network of more than 600 user forums and premium content sites offering advertisers access to large audiences in popular verticals including automotive, powersports, outdoors, home and health.

D. Dispositions, Investments and Other Events

Sale of Harlequin

Torstar owned Harlequin Enterprises Limited (collectively, with its subsidiaries “Harlequin”), a leading global publisher of books for women until August 1, 2014 when Torstar sold all of the shares of Harlequin to a division of HarperCollins Publishers L.L.C., a subsidiary of News Corp., for a purchase price of $455 million, subject to certain adjustments. Additional information on the sale of Harlequin is set forth in Torstar’s Material Change Report dated August 1, 2014, which is incorporated herein by reference and copies of which are available at www.sedar.com.

The Corporation used part of the proceeds from the Harlequin sale to repay all of its outstanding debt and it terminated its $150 million credit facility and $200 million credit facility.

Investment in VerticalScope

On July 28, 2015, Torstar purchased a 56% interest in VerticalScope for $200 million. In the fourth quarter of 2015, Torstar received a $22.1 million distribution from VerticalScope, as anticipated at the time of the closing, reducing its original investment to approximately $178 million. See also “Material Contracts” below.

Additional information on the investment in VerticalScope is set forth in Torstar’s Material Change Report dated August 5, 2015, which is incorporated herein by reference and copies of which are available at www.sedar.com.

- 5 - Other Investments

Over the past three years Torstar has also made a number of other strategic investments, including:

 Torstar’s approximate 21% interest in Blue Ant Media Inc. (“Blue Ant”), a media company that creates and distributes video content across a range of traditional and new media platforms in “enthusiast categories” such as outdoor life, nature and science, style and do-it-yourself/DIY, music and gaming. Torstar initially invested in Blue Ant in 2011 and made subsequent investments in 2012, 2013, 2014 and January 2016.

 Torstar’s approximate 15% interest in Shop.ca Network Inc. (“Shop.ca”), an online Canadian shopping marketplace that sells a variety of products and services. Torstar initially acquired an approximate 14% interest in Shop.ca in 2012, increased its investment to 22% in connection with an agreement to provide Shop.ca with certain promotional support in exchange for additional shares, which ended in the first quarter of 2013, and also made a subsequent investment in Shop.ca in 2014 as part of a broader financing.

 Torstar’s approximate 5% interest in TeamSnap, Inc. (“Teamsnap”), a company that operates a website and mobile application to manage group activities and amateur sports teams. Torstar initially invested in TeamSnap in 2012 and made a subsequent investment in 2014 maintaining Torstar’s proportionate share of equity at that time.

Other Events

Over the past three years Torstar has sold other businesses or investments in businesses or otherwise ceased to operate certain businesses based on a number of factors, which may have included the strategic fit of these businesses or investments. Examples include:

 Torstar announced on January 15, 2016 that it has entered into an agreement to outsource the printing of the Toronto Star newspaper to Transcontinental Printing, with services expected to begin in July 2016. Torstar also announced that it will close the Vaughan Press Centre and explore the sale of the facility and surrounding land.

 Effective January 1, 2016, Olive Media, a partnership between Star Media Group and Square Victoria, ceased operations.

 Torstar’s sale of its approximate 38% interest in Tuango Inc. (which offers Quebec-focused daily group buying deals through the website tuango.ca) in October 2014.

III. DESCRIPTION OF THE BUSINESS

A. General Summary

Torstar has three reportable operating segments: Star Media Group, Metroland Media Group and Digital Ventures.

Star Media Group includes the daily Toronto Star newspaper, Toronto Star Touch and thestar.com; Metro, which publishes the Metro free daily commuter papers in Toronto, Vancouver, Ottawa, Calgary, Edmonton and Winnipeg, and in Halifax (pursuant to a joint venture between Metro and Transcontinental Media G.P.); Sing Tao Daily, a Chinese-language daily newspaper published in Toronto, Vancouver and Calgary (pursuant to a joint venture with Sing Tao Holdings); toronto.com; and several other specialty publications, magazines and distribution services.

Metroland Media Group includes 107 weekly community newspapers, two daily newspapers (The Hamilton Spectator and the Waterloo Region Record), numerous other specialty and monthly publications, magazines, directories, consumer shows and distribution operations, and a number of digital properties.

- 6 - Digital Ventures includes eyeReturn and Torstar’s joint venture interest in Workopolis, as well as Torstar’s 56% interest in VerticalScope.

Torstar also has investments in Black Press Ltd. (“Black Press”), Blue Ant, Canadian Press Enterprises Inc. (“Canadian Press”), Shop.ca, Kanetix Ltd. (“Kanetix”), Teamsnap and CanadaStays.

Revenue from Star Media Group accounted for approximately 41% of Torstar's total consolidated segmented operating revenues in 2015 (43% in 2014). Revenue from Metroland Media Group accounted for approximately 53% of Torstar's total consolidated segmented operating revenues in 2015 (53% in 2014). Revenue from Digital Ventures accounted for approximately 6% of Torstar’s total consolidated segmented operating revenues in 2015 (4% in 2014).

The following chart provides a breakdown of the total consolidated segmented operating revenue by percentage for the years ended December 31, 2015 and December 31, 2014:

% of Segmented Operating Revenue for the Year Ended

December 31, 2015 December 31, 2014

Print Advertising 45.2% 48.2% Digital Advertising 14.9% 12.2% Distribution 17.4% 17.4% Subscriber 15.3% 14.9% Other 7.2% 7.3%

Torstar’s digital properties are accessed across desktop, mobile and tablet platforms, however desktop usage has been declining as digital usage shifts to include greater usage on mobile and tablet platforms. comScore, a popular industry measure of desktop unique visitors and page views, reports on a number of Torstar’s websites, however comScore data reported throughout this AIF does not include comparable unique visitors or page views for mobile devices or tablets for 2014 and 2015.

Torstar’s websites that are reported on by comScore had an aggregate monthly average of 5.2 million unique visitors and 61 million page views in 2015 (representing a decrease of 11% and an increase of 4% respectively compared to 2014)1. During the same period mobile page views increased by approximately 34%, as compared to 2014, based on internal data from Adobe Analytics and Google Analytics2. Mobile page view figures do not include data relating to Metroland Media Group’s mobile applications due to a change in analytics methodology between 2014 and 2015.

Torstar’s printing plant interests are comprised of: Metroland Media Group's six printing plants, each of which is engaged in commercial printing in addition to supporting internal printing needs; the Toronto Star’s Vaughan Press Centre, which primarily supports the Toronto Star’s printing needs but is also engaged in commercial printing; and Sing Tao’s printing plants in Toronto, Vancouver and Calgary, which primarily support Sing Tao’s printing needs but are also engaged in commercial printing. Torstar has announced that it will close and explore the sale of the Vaughan Press Centre.

Star Media Group and Metroland Media Group primarily source newsprint from three main suppliers. While Torstar has pricing arrangements with two of these suppliers, pricing in 2016 is expected to be higher than in 2015. 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 services including product distribution, certain page production functions, call center services, certain information technology functions and

1Excluding websites of jointly owned operations within Star Media Group such as Sing Tao and within Digital Ventures such as Workopolis and VerticalScope; and several of Metroland Media Group’s websites which are not reported on by comScore. 2Excluding mobile and tablet page views of jointly owned operations within Star Media Group such as Sing Tao and within Digital Ventures such as Workopolis and VerticalScope; and several of Metroland Media Group’s sites where internal data is not available. Figures relating to the Toronto Star Touch application are not included. - 7 - certain printing, advertising production and sales (e.g. classified sales, local retail and US sales) and content supply requirements, and it may outsource additional components of its business operations in the future.

B. Principal Activities

1. STAR MEDIA GROUP

(a) The Toronto Star - General Information

Torstar publishes the Toronto Star through its wholly-owned subsidiary, Toronto Star Newspapers Limited. The primary market for the Toronto Star is the Greater Toronto Area (“GTA”). It is published daily and is also available online at thestar.com and in mobile and tablet applications.

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 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.

(b) The Toronto Star Advertising, Circulation & Distribution, and Readership

Newspaper revenues are derived primarily from advertising and secondarily from circulation. The Toronto Star's ability to attract advertising revenues is in large part determined by its share of the newspaper circulation and readership market. In this regard, the Toronto Star's Monday to Friday print circulation is substantially larger than that of each of the other three largest competing paid daily newspapers, as shown below on page 10.

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While print advertising, print circulation and readership have declined, the Toronto Star has continued to maintain its leading position in print circulation, readership, advertising linage and market share over the past several years.

The following chart provides a breakdown of the Star Media Group segment revenue by percentage for the years ended December 31, 2015 and December 31, 2014:

% of Segmented Operating Revenue for the Year Ended

December 31, 2015 December 31, 2014

Print Advertising 52.7% 55.6% Digital Advertising 10.2% 9.5% Subscriber 29.2% 27.5% Distribution 2.9% 2.7% Other 5.0% 4.7%

(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 national, local/retail, insert and classified advertising. The Toronto Star’s advertising base includes local and national advertisers, such as car manufacturers and dealers, home builders, financial services, telecommunications, travel, department and grocery stores and other retailers. In the first quarter of 2014 most of the Toronto Star’s advertising sales operations were reorganized and outsourced, with Metro’s sales organization acting as the point of contact for both the Toronto Star and Metro brands.

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 has declined (see “Circulation and Distribution” and “Readership” below). These shifts have and will continue to impact print advertising revenue and appear to be permanent.

During 2015, the Toronto Star accounted for approximately 40% of the total daily 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 2015 declined by an aggregate of approximately 25% since 2013. The Toronto Star’s advertising linage for 2015 declined by approximately 27% since 2013, with the other three major paid daily newspapers in the Metropolitan Toronto market declining approximately 23% in aggregate since 20133.

Print advertising revenue at the Toronto Star was down approximately 15% for the twelve months ended December 31, 2015, as compared to the twelve months ended December 31, 2014.

(ii) Circulation and Distribution

Print

Print circulation 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, That’s Puzzling (a weekly puzzle magazine) and STARWEEK Magazine (a weekly TV listing magazine). Between 2013 and 2015, print circulation revenue for the Toronto Star has been relatively stable, declining approximately 5%, while overall print circulation has declined by approximately 16%.

3 Advertising lineage information is based on internally collected data. - 9 - Newspapers are shipped by independent trucking and distribution companies from the Corporation’s printing plant. As part of Star Media Group’s ongoing efforts to contain costs, Star Media Group and The Globe and Mail (“The Globe”) created a partnership in 2012, operating under the name “Delivery Ink”, to jointly distribute the Toronto Star and The Globe and Mail and certain other print products in Ontario to home delivery subscribers, retail and vending box locations and bulk locations. It is anticipated that Star Media Group and The Globe will continue to benefit from jointly distributing their newspapers through agreements between the partnership and distributors. In 2015, Delivery Ink began distribution of certain Postmedia products.

The Toronto Star has the largest print circulation of any daily newspaper in Canada. The circulation numbers below are national total average print circulation, however for the Toronto Star, sales outside the Province of Ontario are minimal.

2015 Total Average Print Circulation(A)

of Toronto and National Paid Daily Newspapers Monday to Friday Saturday Sunday

Toronto Star 259,083(B) 364,447(B) 217,968(B) Toronto Sun 112,519(C) 102,163(C) 148,784(D) The Globe and 169,409(D) 250,715(D) N/A(D) Mail National Post 133,379(D) 143,585(D) N/A(D)

(A) Print Circulation figures are from AAM and CCAB statements for print only, and do not include electronic replica editions or digital access circulation. (B) 2015 circulation data for the Toronto Star is an average based on the CCAB unaudited statement for the 12 months ended December 31, 2015. (C) Circulation data for the Toronto Sun for 2015 was not available as of the date of this AIF. Circulation data for the Toronto Sun is an average based on the CCAB statement for the 12 months ended December 31, 2014. (D) 2015 circulation data for the National Post and The Globe and Mail is from the AAM publisher’s statements for the 6 months ended September 30, 2015. The 12 month AAM audit statements ending September 30, 2015 were not available as of the date of this AIF. The Globe and Mail and the National Post do not have a Sunday print edition.

Digital

The Toronto Star’s website thestar.com posts breaking news continuously seven days a week and provides a range of interactive features and links. In 2015, thestar.com (excluding mobile and tablet devices) received an average of approximately 27 million page views per month and an average of approximately 2.9 million unique visitors per month according to comScore. Page views remained relatively flat and unique visitors decreased by 13% compared to 2014). During the same period, mobile page views were up modestly, as compared to 2014, based on internal data from Adobe Analytics. Tablet page views in 2015 are not comparable to those for 2014 as a result of the decision to remove thestar.com’s tablet app from app stores in mid 2015 in advance of the launch of the Toronto Star Touch tablet product.

In 2013, Star Media Group re-launched thestar.com on a new content management platform, introduced a redesign of thestar.com and subsequently launched a pay model for online readership of thestar.com. The paywall was eliminated on April 1, 2015.

As part of the Toronto Star’s multi-platform evolution, the Star Media Group launched Toronto Star Touch, a new tablet product for the Toronto Star, on September 15, 2015. It is free to readers and supported by advertising. This new tablet product is based on technology, research, and experience associated with the La Presse+ tablet product launched in 2013. The Toronto Star will seek to build its digital revenue base by expanding its audiences and increasing reader engagement through the new tablet product.

(iii) Print Readership

The Toronto Star's share of the print readership market in the Toronto Census Metropolitan Area (“CMA”) compared with the share of the Toronto Sun, The Globe and Mail, the National Post, 24 Hours (a free daily newspaper produced by Sun Media Corporation), and Metro Toronto (a free daily newspaper produced by Metro) is

- 10 - summarized below, on a “read yesterday” basis. The table illustrates that the Toronto Star and Metro together accounted for approximately 54% of the total gross4 weekday readership in 2015. Due to a significant change in research methodology, these results are different from those reported in prior years and consequently relevant comparisons to previous readership figures are unavailable.

2015 Average Weekday Readership(*) (in thousands) Toronto Star 1,075 Metro Toronto 656 Toronto Sun 501 24 Hours 437 The Globe and Mail 359 National Post 156

Toronto Star’s percentage of total gross readership 34% Toronto Star and Metro’s combined percentage of total gross readership 54%

(*) On a “read yesterday” basis. Source: Vividata Q2 2015, Toronto CMA 18+.

The average print readership reach (as a percentage of the total market 18 years of age and older) of the six main daily newspapers available in the Toronto CMA for 2015 is as follows: 2015 Average Readership Reach (**) (as a percentage of the total market) Weekday Saturday Sunday Toronto Star 22% 29% 22% Metro Toronto 14% N/A N/A Toronto Sun 10% 14% 13% 24 Hours 9% N/A N/A The Globe and Mail 7% 10% N/A National Post 3% 6% N/A

(**) Based on “read yesterday” for weekdays, and “read last” for Saturday and Sunday. Source: Vividata Q2 2015. Base: Toronto CMA 18+.

(c) Metro

Star Media Group also includes Metro, which operates the following seven free daily newspapers for commuters: Metro Toronto; Metro Vancouver; Metro Ottawa; Metro Calgary; Metro Edmonton; Metro Winnipeg and through a two-thirds interest in a joint venture between Metro and Transcontinental Media G.P., Metro Halifax. Metro operates www.metronews.ca with online editions tied to each of the print editions. Metro newspapers are widely available daily (Monday–Friday) through a variety of channels, including public transit systems, street promoters, boxes and racks and other strategic locations. Readership for Metro Toronto on a “read yesterday” basis is approximately 656,000 per day Monday through Friday, according to the Vividata Q2-2015 report. Metro Toronto continued to hold the second highest weekday readership amongst daily newspapers in 2015 in the GTA (second only to the Toronto Star), as the tables on this page illustrate. Aggregate readership for Metro’s daily newspapers on a “read yesterday” basis is 1,573,000 per day Monday through Friday, according to the Vividata Q2-2015 report.

(d) 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 publishes Chinese-language editions 5 days a week in Calgary. In addition to the daily newspaper, Sing Tao's Canadian media group is also involved in printing, outdoor advertising, radio and publishes a number of weekly magazines, inserts, free weekly newspapers, Chinese- language directories and websites and provides enterprise software development services. Sing Tao, in partnership with Fairchild Media Group, also operates A1 Chinese Radio, which produces 46 hours of Chinese programming per week targeting the Chinese audience in the GTA.

4 “Total” readership is the aggregated average weekday readership of the six listed newspapers. “Gross” readership means a person can be counted more than once, if the person reads more than one newspaper. - 11 - Star Media Group also publishes The Kit and TheKit.ca, a fashion and beauty magazine, website and digital magazine. The print edition is distributed weekly with select copies of the Toronto Star and other newspapers across Canada.

The Star Media Group also includes wheels.ca and toronto.com. Wheels.ca is an automotive website designed to help users through all phases of the car purchase decision making process. Wheels.ca is operated in partnership with Metroland Media Group and comprises part of the digital automotive business that also includes the new and used car listing business operated through Wheels.ca, Autocatch.com and LeadDriver, an online lead generating network for automotive dealers. Wheels.ca provides access to an extensive database of new and used car listings in addition to automotive content. Toronto.com offers comprehensive GTA business and event listings, movie listings and editorial content around core entertainment categories including restaurants, hotels, attractions, shopping, bars, and movies in the GTA.

Star Media Group provides content services to external clients, including content strategy and services 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 Star Media Group properties.

Torstar also holds a 75% interest in the Olive Media partnership. Effective January 1, 2016, Olive Media ceased operations.

The websites operated in Star Media Group that are reported on by comScore had an aggregate monthly average of 3.6 million unique visitors and a monthly average of 34 million page views in 2015 (unique visitors decreased by approximately 12% and page views decreased by approximately 4%, compared to 2014)5. During the same period, mobile page views increased by approximately 18%, as compared to 2014, based on internal data from Adobe Analytics and Google Analytics6. Tablet page views in 2015 are not comparable to those for 2014 as a result of the decision to remove thestar.com’s tablet app from app stores in mid 2015 in advance of the launch of the Toronto Star Touch tablet product.

(e) Printing

The Star Media Group operates the Vaughan Press Centre, located in Vaughan, Ontario, which primarily supports the Toronto Star's printing needs but is also engaged in commercial printing. Torstar announced on January 15, 2016 that it has entered into an agreement to outsource the printing of the Toronto Star newspaper to Transcontinental Printing, with services expected to begin in July 2016. Torstar also announced that it will close and explore the sale of the Vaughan Press Centre.

2. METROLAND MEDIA GROUP

The Metroland Media Group newspapers each focus on a specific community and include 107 weekly community newspapers and two daily newspapers. In addition to its focus on newspapers, Metroland Media Group also produces a number of specialty publications, magazines and directories and operates numerous consumer shows and a number of digital properties.

The websites operated in Metroland Media Group that are reported on by comScore had an aggregate monthly average of 2.5 million unique visitors and a monthly average of 26 million page views in 2015 (representing a decrease of 5% and an increase of 9% respectively compared to 2014) 7. During the same period, mobile page views increased by approximately 84% and tablet page views increased by approximately 5%, as compared to 2014, based on internal data from Adobe Analytics and Google Analytics8. Mobile and tablet page view figures do not include

5Excluding websites of jointly owned operations within Star Media Group such as Sing Tao. 6Excluding mobile and tablet page views of jointly owned operations within Star Media Group such as Sing Tao. Figures relating to the Toronto Star Touch application are not included. 7Excluding several of Metroland Media Group’s websites which are not reported on by comScore. 8 Excluding mobile and tablet page views of several of Metroland Media Group’s sites where internal data is not available. - 12 - data relating to Metroland Media Group’s mobile applications due to a change in analytics methodology between 2014 and 2015.

The following chart provides a breakdown of the Metroland Media Group segment revenue by percentage for the years ended December 31, 2015 and December 31, 2014:

% of Segmented Operating Revenue for the Year Ended

December 31, 2015 December 31, 2014

Print Advertising 44.8% 45.8% Digital Advertising 8.4% 7.9% Distribution 30.5% 30.4% Subscriber 6.4% 6.1% Other 9.9% 9.8%

(i) Weekly Community Newspapers

Metroland Media Group publishes a total of 107 weekly community newspapers in 121 editions. Metroland Media Group’s newspaper properties reach a significant portion of the Ontario population and cover the territory stretching from Niagara to Parry Sound, from London through Toronto and on to Kingston, Ottawa and the Ottawa Valley region.

As at the date of this AIF, the combined distribution of the weekly newspapers published by Metroland Media Group was more than 3.9 million copies per week from the following newspapers:

Ajax News Advertiser Glanbrook Gazette Orleans News The Herald (Alliston) Gravenhurst Banner Oshawa This Week Almaguin News Guelph Tribune Ottawa East News Ancaster News Hamilton Mountain News Ottawa South News Arnprior Chronicle Guide The Huntsville Forester Ottawa West News Arthur Enterprise News The Independent & Free Press The Parkdale Villager The Aurora Banner Independent Plus Parry Sound Beacon Star Barrie Advance Innisfil Journal Parry Sound North Star The Beach Mirror Kanata Kourier Standard The Perth Courier The Belleville News Kawartha Lakes This Week Peterborough This Week The Bloor West Villager The Kemptville Advance Pickering News Advertiser Bracebridge Examiner King Connection Port Perry Star Bradford West Gwillimbury Topic The Kingston Heritage The Quinte West News The Brampton Guardian Kitchener Post Renfrew Mercury Brant News Listowel Banner The Richmond Hill Liberal Brighton Independent Our London The Sachem Brock Citizen Manotick News The Scarborough Mirror Burlington Post Markham Economist & Sun The Smiths Falls Record News Caledon/Bolton Enterprise Meaford Express South Asian Focus Cambridge Times The Midland Mirror St. Lawrence News Carleton Place-Almonte Canadian Gazette The Canadian Champion St. Marys Journal-Argus Central Hastings-Trent Hills News The Minto Express St.Thomas/ElginWeekly News The City Centre Mirror The Mississauga News Stittsville News Clarington This Week The Confederate Stoney Creek News The Collingwood Connection The Muskokan Stouffville Sun Tribune Dundas Star News Muskokaregion.com Stratford City Gazette East Gwillimbury Express Nepean/Barrhaven News The Sun The East York Mirror New Hamburg Independent Thornhill Liberal Erin Advocate The Newmarket Era Uxbridge Times Journal The Etobicoke Guardian Niagara This Week Vaughan Citizen Exeter Times Advocate Norfolk News The Walkerton Herald-Times Fergus-Elora News Express The North York Mirror Waterloo Chronicle Flamborough Review Northumberland News West Carleton Review The Frontenac Gazette Oakville Beaver Whitby This Week Georgina Advocate Orangeville Banner Wingham Advance Times Orillia Today The York Guardian

- 13 -

Over the past three years, Metroland Media Group has launched a number of new publications, including Norfolk News and the East Gwillimbury Express, ceased publication of The Blue Mountains Courier Herald, Elmira Independent and North Bay Nipissing News, and combined the Stayner Sun and Wasaga Sun and the Central Hastings News and Trent Hills Independent into single titles.

(ii) Daily Newspapers

Metroland Media Group publishes two daily (Monday to Saturday) newspapers: The Hamilton Spectator and the Waterloo Region Record. The NADbank 2015 Monday to Saturday cumulative adult print readership of the papers (as a percentage of their CMA) is 47% and 48%, respectively and cumulative adult print and paid digital readership of the papers (as a percentage of their CMA) is 52% and 55%, respectively. 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

According to the Newspapers Canada 2014 Daily Newspaper Circulation Report, the Hamilton Spectator is the 10th largest paid daily newspaper in Canada by circulation and the Waterloo Region Record is the 19th largest paid daily newspaper in Canada by circulation. 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 Metroland Media Group’s two daily newspapers has declined. These shifts have and will continue to impact print advertising and circulation revenue and appear to be permanent.

Each of Metroland Media Group’s daily newspapers has a website, located at thespec.com and therecord.com, respectively, which offers daily news, together with other content and interactive features. Each of Metroland Media Group’s daily newspapers utilize a metered model for their websites and mobile applications which allows users to view a certain number of content pages in a given month and upon reaching that limit, users are asked to purchase a monthly subscription for digital access.

(iii) Other Specialty Publications and Magazines

Metroland Media Group publishes a number of specialty publications, magazines and directories including the following:

Being Well City Parent Grand Splurge Big Type Phone Book Durham Parent Guelph Life Suhaag Boating Business East of the City Ideal Homes Taste Canadian Auto World Forever Young Information (FYI) Muskoka Life The Kawarthan Canadian Immigrant Goodlife Niagara Life Wedding Trends Cheers Niagara Gold Book Sideroads West of the City

(iv) Consumer Shows

Metroland Media Group produces and manages many consumer shows through its individual community newspapers and its Premier Consumer Shows division, including: The Toronto Golf & Travel Show, The National Bridal Show, Toronto’s Ultimate Travel Show, the Total Woman Show, Forever Young Lifestyle Show, the City Parent Family Show, the Suhaag Wedding and Lifestyle Show, the Waterloo Region Food and Drink Show and the Wedding Trends Bridal Show.

(v) Printing and Distribution

Metroland Media Group has six printing plant locations with one in each of North York, Durham, Barrie and Smiths Falls and two in Hamilton. In 2013 and 2014 Metroland Media Group closed its printing plants in Renfrew and - 14 - Guelph. The print facilities are used to print Metroland Media Group’s daily newspapers, most of its community newspapers, the Toronto and Ottawa editions of Metro and certain specialty publications, advertising flyers and third party publications. The services of contractors are used to transport Metroland Media Group’s newspapers from the printing plants and to deliver them to households within Metroland Media Group’s coverage area.

In addition to the distribution of its own publications, Metroland Media Group distributes flyers, advertising materials and product samples to target markets within the Metroland Media Group communities together with its newspapers. In 2015, Metroland Media Group distributed more than 3.8 billion advertising pieces.

(vi) Other Digital Activities

Community Based Digital Properties

Metroland Media Group has approximately 40 regional community newspaper and community information sites (e.g. yorkregion.com, durhamregion.com) with a continued focus on local content and specific community interests. Metroland Media Group operates 19 active commercially oriented community based sites which include 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; Homefinder.ca, a Southern Ontario home search website; Yourclassifieds.ca, a local classifieds website; Suhaag.com, a South Asian wedding, fashion, lifestyle and glamour website; and CanadianImmigrant.ca.

Digital Commerce

Metroland Media Group operates a number of consumer focused ecommerce businesses including wagjag.com, which offers daily group buying deals including deals on restaurants, products, services, groceries, golf and hotel stays; and travelalerts.ca, which provides online travel services and circulates a weekly travel promotions e-mail newsletter.

Metroland Media Group also operates 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.

In early 2015, Metroland Media Group launched a new website called simpofly.com, providing advertisers a self- serve solution which allows advertisers to access flyer templates, high quality printing, door-to-door delivery and digital distribution for their flyers.

Local Digital Advertising and Marketing Solutions

Metroland Media Group offers a suite of print and digital advertising solutions and services to small and medium sized businesses. The solutions include enhanced business profile pages, sponsored and custom content distribution, display ad impressions, mobile web, video, social media management, search engine management and custom websites and are currently sold through all sales channels across Metroland Media Group. Gold Book Directories together with its website, Goldbook.ca, provides print and digital advertising opportunities for advertisers, while providing visitors an opportunity to search and find local businesses.

In early 2015, Metroland Media Group launched Tradyo, a new mobile application that enables people to buy and sell on a very local level.

Digital Auto

Autocatch.com, an automotive site focused on used car listings, is operated in partnership with Star Media Group and comprises part of the digital automotive business that also includes wheels.ca, an automotive site focused on new car editorial content, and LeadDriver, an online lead generating network for automotive dealers. Metroland Media Group also owns a 50% interest in Lease Busters Inc., which markets and facilitates the assignment of car leases through the website leasebusters.com.

- 15 -

(vii) Product Sales

Metroland Media Group formerly operated a small product sales business, but ceased actively conducting product sales in 2015 and is in the process of winding down product sales operations.

3. DIGITAL VENTURES

Torstar operates eyeReturn, holds a 50% interest in the Workopolis partnership, a partnership with Square Victoria, and holds a 56% interest in VerticalScope.

 VerticalScope is a Toronto-based vertically focused digital media company with expertise in programmatic advertising and whose sites attract more than 80 million unique visitors per month across desktop, mobile and tablet platforms as measured by Google Analytics. VerticalScope, which has more than 150 employees, serves the North American market through its network of more than 600 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. It has the largest multi-platform automotive resource audience in the United States as measured by comScore in December 2015, with over 16 million unique visitors a month across desktop, mobile and tablet platforms, with users visiting hundreds of specific auto make and model user forums, as well as the premium content AutoGuide.com. Premium sites in other verticals include Motorcycle.com, ATV.com and PetGuide.com.

 eyeReturn is an advertising technology company that provides advertising services related to display advertising, video, rich media and mobile advertising and also offers advertisers a real-time bidding digital advertising solution.

 Workopolis is a digital recruitment business that provides solutions for enterprise customers and small and medium-sized businesses. Workopolis enables employers and job seekers to connect with each other online through workopolis.com, partnerships with industry association and community sites as well as through social networking sites and mobile applications. Workopolis also helps Canadians further their careers with tools that make their job searches easier such as Job Alert emails and real-time tweets of industry/location specific jobs. Candidates can also post their resumes online in order to quickly and easily apply to job opportunities from anywhere. The monthly desktop unique visitors for workopolis.com averaged approximately 1.3 million in 2015, up slightly from approximately 1.2 million in 2014 as measured by comScore. Mobile and tablet unique visitors increased by 25% as compared to 2014, based on internal data from Adobe Analytics.

The following chart provides a breakdown of the Digital Ventures segment revenue by percentage for the years ended December 31, 2015 and December 31, 2014:

% of Segmented Operating Revenue for the Year Ended

December 31, 2015 December 31, 2014

Advertising 100% 100%

4. INVESTMENTS IN ASSOCIATED BUSINESSES Torstar has an approximate 19% interest in Black Press, a privately owned and operated company with its head office in Victoria, British Columbia. Black Press publishes more than 150 titles in print and online in Canada and the U.S. and has operations in British Columbia, Alberta, Washington State, California, Hawaii and Ohio.

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

Torstar holds an approximate 21% interest in Blue Ant, a media company founded in 2011 that creates and distributes video content across a range of traditional and new media platforms in “enthusiast categories” such as outdoor life, nature and science, style and do-it-yourself/DIY, music and gaming. Torstar initially invested in Blue Ant in 2011 and made subsequent investments in 2012, 2013, 2014 and January 2016.

Torstar has an approximate 15% interest in Shop.ca, a privately owned and operated company that operates a Canadian online shopping marketplace that sells a variety of products and services.

Torstar also holds an approximate 31% interest in Nest Wealth.

5. PORTFOLIO INVESTMENTS

Torstar holds an approximate 12% interest in Kanetix, an online insurance marketplace located at kanetix.ca that provides quotes for insurance as well as comparisons for mortgages and credit cards. Kanetix also operates InsuranceHotline.com and Comparasave.com. Torstar also holds an approximate 5% interest in TeamSnap, a company that operates a website and mobile application to manage group activities and amateur sports teams, and an approximate 8% interest in CanadaStays.com, a Canadian vacation rental website which showcases and facilitates rentals of vacation properties for property owners.

C. Employees of Torstar

As at December 31, 2015, Torstar had approximately 4,600 full-time equivalent (“FTE”) employees, excluding employees of jointly owned operations within the Star Media Group segment such as Sing Tao and within the Digital Ventures segment such as Workopolis and VerticalScope, but including employees of Olive Media. Approximately 1,200 of the above FTE employees were employed in the Star Media Group segment, approximately 3,300 were employed with the Metroland Media Group segment and approximately 75 were employed with the Digital Ventures segment. The remaining approximate 25 FTE employees were at the Torstar corporate head office.

In 2015, the Toronto Star launched a new tablet edition, resulting in the addition of approximately 75 temporary and permanent FTE employees. Effective January 1, 2016, Olive Media ceased operations, impacting approximately 70 FTE employees of Star Media Group.

Over the past several years Torstar has initiated a number of voluntary and involuntary staff reductions resulting in the departure of some Torstar employees. In 2015 the Toronto Star implemented a voluntary early retirement program for editorial staff, along with selective involuntary staff reductions in other areas, together impacting approximately 25 FTE employees. In January 2016, the Toronto Star launched a voluntary separation program for certain editorial, finance and syndication staff, and initiated selective involuntary staff reductions in other areas. In 2015, Metroland Media Group implemented voluntary and involuntary staff reductions which impacted approximately 280 FTE employees.

The closure of the Vaughan Press Centre will affect approximately 240 FTE employees (approximately 220 full-time and 65 part-time staff).

Additional information on employees of Torstar and information on its collective agreements is set forth in the Corporation’s 2015 MD&A (as contained in the Corporation’s 2015 Annual Report), which is incorporated herein by reference and a copy of which is available at www.sedar.com.

D. Properties of Torstar

Torstar owns approximately 43 acres of land in the City of Vaughan on the outskirts of Metropolitan Toronto. Since July 1993, the Toronto Star has been printed and distributed from the Vaughan Press Centre, located on the Vaughan

- 17 - land. Torstar announced on January 15, 2016 that it will close the Vaughan Press Centre and explore the sale of the facility and surrounding land. Torstar also owns the land and buildings where some of Metroland Media Group’s newspapers are printed or published, including in Hamilton and North York. In February 2016, Metroland Media Group sold a former printing facility property in Mississauga. All other 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.

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 URL’s 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.

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 available recycled content in newsprint and/or 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 Salary & Organization 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 2015 MD&A (as contained in the Corporation’s 2015 Annual Report, which is incorporated herein by reference and a copy of which is available at www.sedar.com), the newspaper and advertising industries 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 Star Media Group, Metroland Media Group and Digital Ventures with the first and the third quarters being the softest, while expenses are relatively constant throughout the fiscal year.

- 18 -

H. Competitive Conditions

Torstar faces competition in each of its business segments. Certain of Torstar’s competitors are larger and have greater financial resources than Torstar. 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 advertising industry from print to digital advertising and, as a result, competition for advertising comes primarily from digital media. This shift has and will continue to negatively impact print advertising revenue and appears to be permanent. Competition also comes from a variety of other sources such as free and paid local, regional and national newspapers, radio, broadcast and cable television, magazines, outdoor, direct marketing, flyers, directories, and other communications and advertising media.

Digital competition is not limited to platforms that provide news and news aggregation. Competitors include but are not limited to providers of search engine marketing, display advertising, digital classifieds, digital directories, social media, mobile advertising and video advertising, and include a number of large U.S. based technology companies with an established presence in digital advertising. In addition, online advertising networks, exchanges, real-time bidding and programmatic buying channels that allow advertisers to target audiences are also playing a more significant role in the advertising industry. Torstar’s platforms and sites, including those of VerticalScope, face competition for users, readers and advertisers. Torstar’s existing and potential future digital competitors range from start-up operations with low cost structures to global players that have access to greater operational, financial and other resources than Torstar. The extent and nature of competition from digital media has intensified over the past several years as a result of the rapid and continued development of digital media alternatives and this has resulted in the fragmentation of audiences. We expect intense competition to continue. Advertisers also have increased access to data and greater ability to reach customers directly with new digital technologies, which may contribute to reduced spending on external advertising. Torstar may not be able to successfully adapt to these rapid changes and increasing number of digital media options, to respond as quickly 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.

Revenue generated by our advertising offerings will depend, to a large extent, on their perceived effectiveness and the continued growth in digital advertising. Thus far, digital advertising revenues have not offset a significant portion of lost print advertising revenue and Torstar may not be successful in replacing print revenue declines in the future. In addition, some of Torstar’s digital platforms are in an early stage of development or implementation and may not achieve profitability.

There has been and continues to be consolidation in Canadian media. In addition, the shift to digital media has resulted in additional competition from new local and global competitors. Competitors are increasingly larger, may have interests in multiple forms of media and may be more successful in attracting advertising revenue.

Additional information on competitive conditions faced by the Corporation is set forth in the Corporation’s 2015 MD&A (as contained in the Corporation’s 2015 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 2015 MD&A (as contained in the Corporation’s 2015 Annual Report), which is incorporated herein by reference and a copy of which is available at www.sedar.com. This description of risks does not include all possible risks.

- 19 - 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. Although Torstar has no current intention of changing this dividend policy, Torstar has announced its intention to reduce the dividend to 26 cents per share annually effective the first quarter of 2016 and there is no assurance as to the amount or timing of such 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 31/15 June 30/15 September 30/15 December 31/15 Dividend per Class A share $0.13125 $0.13125 $0.13125 $0.13125 and Class B non-voting share Quarter Ended

March 31/14 June 30/14 September 30/14 December 31/14 Dividend per Class A share $0.13125 $0.13125 $0.13125 $0.13125 and Class B non-voting share Quarter Ended

March 31/13 June 30/13 September 30/13 December 31/13 Dividend per Class A share $0.13125 $0.13125 $0.13125 $0.13125 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.

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, 2015, there were 9,839,355 Class A shares, 70,707,063 Class B non-voting shares, unexercised options to purchase 5,543,589 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 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. To date, the Corporation has paid in full all quarterly preferential dividends on the Class B non-voting shares. In addition, holders of Class B non-voting shares are 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

- 20 - 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 to CIBC Mellon Trust Company as Trustee for all holders of Class B non-voting shares 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 approximately 99% 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.

- 21 -

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, 2015.

High $ Low $ Volume Traded

January $7.47 $6.04 4,766,510 February $7.49 $6.88 554,150 March $7.50 $6.38 1,382,329 April $7.20 $6.44 964,935 May $7.29 $5.91 1,851,058 June $6.16 $5.75 1,170,083 July $5.99 $4.20 1,484,038 August $4.62 $3.80 1,026,091 September $4.28 $3.62 2,293,457 October $4.29 $3.81 909,286 November $4.10 $2.77 1,472,385 December $3.24 $2.55 1,048,286

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 and Operator of Fabric Spark Ontario, Canada Co-owner and President of Dashboard from 2007 to 2012

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

CAMPBELL R. HARVEY May 8, 1992 Professor of Finance at Duke University; President North Carolina, U.S.A. and director of the American Finance Association; and Research Associate of the National Bureau of

Economic Research in Cambridge, Massachusetts Editor of the Journal of Finance from 2006 to 2012.

DAVID HOLLAND May 6, 2009 President and Chief Executive Officer, Torstar. Ontario, Canada

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

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

DANIEL A. JAUERNIG January 16, 2009 Chief Operating Officer of Element Financial Ontario, Canada Corporation 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 PHYLLIS YAFFE 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 2016 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

DAVID HOLLAND President and Chief Executive Officer, Torstar. Ontario, Canada

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

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

JENNIFER BARBER Senior Vice-President Finance, Torstar. Ontario, Canada Chief Financial Officer and Corporate Secretary at Hydrogenics Corporation from July 2011 to November 2012; Vice-President and Corporate Controller, Hydrogenics Corporation, from May 2005 to July 2011.

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

CHRISTOPHER GOODRIDGE Senior Vice-President, Strategy and Digital Ventures. Ontario, Canada President, Torstar Digital from April 2012 to September 2013; Chief Financial Officer, Torstar Digital from January 2011 to April 2012. D. TODD SMITH Treasurer, Torstar. Ontario, Canada

C. Shareholdings of Directors and Officers

On March 1, 2016, the Corporation had outstanding 9,837,015 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, 4,375,051 Class A shares as of March 1, 2016, representing approximately 44% of the aggregate number of voting securities of the Corporation outstanding as at March 1, 2016. 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 2016 Information Circular, including in the section entitled “Voting Shares and the Voting Trust”. The 2016 Information Circular is available at www.sedar.com.

D. Committees

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

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

Pension Committee Alnasir Samji, John Honderich, David Holland and Paul Weiss

Salary & Organization Committee John Honderich, Linda Hughes, Dorothy Strachan, Martin Thall and Phyllis Yaffe

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

E. Audit Committee

Audit Committee Charter

The Audit 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 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 Committee (if less than $100,000) or by the full Audit Committee (if $100,000 or more). The services approved by the Audit Committee in each of 2014 and 2015 are set out in the Corporation’s 2016 Information Circular under the section “Appointment of Auditors”. The 2016 Information Circular is available at www.sedar.com.

- 24 - Composition of the Audit Committee

As of the date of this AIF, the Audit Committee is comprised of six directors: Paul Weiss (Chair), John Honderich, Linda Hughes, Daniel Jauernig, Alnasir Samji and Martin Thall. Each member of the Audit 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 committee member that is relevant to the performance of his or her responsibilities as an Audit Committee member is as follows:

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 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. 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. 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 and is Chair of the Alberta Health Services Board of Directors.

Mr. Jauernig is the Chief Operating Officer of Element Financial Corporation. He was 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 Accountant and Certified Management Accountant and a United States Certified Public Accountant. Mr. Jauernig serves on the Board and audit committee of HomEquity Bank, a federally regulated Schedule I Canadian Bank.

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 - 25 - 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 and Chair of the United Way of Toronto and as the Chair of its Audit and Finance Committee and is currently a member of the CAAT Pension Plan Audit Committee and the United Way Centraide Canada Audit 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 2016 Information Circular under the section “Appointment of Auditors”, which section is incorporated herein by reference. The 2016 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, except for the following:

(i) Transit Television Network, LLC (“TTN”) and Transit Television Network California, LLC (“TTN California”) were indirect wholly-owned subsidiaries of Torstar. In his capacity as an employee of Torstar, Lorenzo DeMarchi was a member of the management board (director) of each of TTN and TTN California. Each of TTN and TTN California filed a voluntary petition for relief under Chapter 7 of Title 11 of the United States Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware on February 4, 2009.

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 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.

- 26 - 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 exceed 10% of the current assets of the Corporation.

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 CST Trust Company, P.O. Box 700, Station B, Montreal, Quebec, H3B 3K3.

XII. MATERIAL CONTRACTS Vertical Scope On July 28, 2015, Torstar entered into a share purchase agreement (the “Purchase Agreement”) and a unanimous shareholders’ agreement with VerticalScope’s continuing shareholders (the “Shareholders’ Agreement”) in relation to its acquisition of a 56% interest in VerticalScope. The following is a summary of the terms of the Purchase Agreement and the Shareholders’ Agreement.

Purchase Agreement

The Purchase Agreement provides for the purchase by Torstar of shares of VerticalScope representing, in aggregate, 56-per-cent of the outstanding shares of VerticalScope from entities controlled by ABRY Partners and continuing shareholders of VerticalScope (collectively, the “Sellers”) for an aggregate cash purchase price of CDN$200 million, subject to adjustments based on the amount of working capital, cash and cash equivalents and indebtedness owing under VerticalScope’s credit facility at the time of closing. The Sellers provided customary indemnities to Torstar for various items including breaches or incorrectness of their and VerticalScope’s representations and warranties. Such indemnities for breaches or incorrectness of representations and warranties (other than with respect to certain fundamental and tax representations) are subject to certain thresholds pertaining to individual and aggregate claim amounts and to certain limitations including that the Sellers’ indemnification payments for breaches or incorrectness of representations and warranties may not exceed US$15 million in the aggregate, subject to certain exceptions. An amount equal to US$15 million of the purchase price has been placed in escrow for 18 months following the closing to secure the adjustments to the purchase price and the Sellers’ indemnification obligations under the Purchase Agreement.

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

- 27 - 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.

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

Harlequin

On May 1, 2014, Torstar entered into an agreement to sell all of the shares of Harlequin, to a division of HarperCollins Publishers L.L.C., a subsidiary of News Corp., and on August 1, 2014, Torstar completed the sale. The purchase agreement contains certain continuing covenants and indemnities. Torstar agreed to indemnify the purchaser for various items (subject to certain limitations) relating to periods occurring prior to the closing date. Other than with respect to certain limited circumstances, Torstar is restricted for a period of four years from the closing of the transaction from engaging in, or having an interest in, a business that is carrying on or being engaged in the business of publishing (including self-publishing) romance novels in print or digital format in any jurisdiction in which Harlequin and its subsidiaries currently operate. Torstar is also restricted for a period of three years from the closing of the Transaction from: (i) hiring certain named employees of Harlequin and its subsidiaries; (ii) soliciting any employees of Harlequin and its subsidiaries to leave such employment (subject to customary exceptions); or (iii) causing, inducing or encouraging any actual or prospective client, customer, supplier or licensor of Harlequin and its subsidiaries to terminate or modify its relationship with Harlequin or its subsidiaries. A copy of the purchase agreement is available at Torstar’s profile on SEDAR at www.sedar.com. The description of the purchase 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 1, 2014, which report is incorporated herein by reference, and to the purchase 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, 222 Bay Street, Toronto, Ontario M5K 1J7. The Corporation’s consolidated financial statements as at December 31, 2015 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, independent chartered accountants, given on their authority as experts in auditing and accounting. As at February 24, 2016, Ernst & Young LLP has advised that it is independent with respect to the Corporation in accordance with the Rules 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 2016 Information Circular for the Annual Meeting of Shareholders to be held on May 4, 2016, and additional financial information is provided in the Corporation's consolidated financial statements for 2015 and the 2015 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.

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APPENDIX “A”

AUDIT COMMITTEE TERMS OF REFERENCE

The primary purpose of the Audit Committee is to assist the Board in discharging its responsibilities relating to the oversight of: (a) the integrity of the Corporation’s financial statements; (b) the Corporation’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 the Corporation’s internal controls over financial reporting; and (e) the performance of the external auditors and the Corporation’s internal audit function.

The Committee shall have the ability to access the Corporation’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 the Corporation’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 the Corporation is responsible for the preparation, presentation and integrity of the Corporation’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 the Corporation’s annual financial statements and reviews of the Corporation’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 the Corporation’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 the Corporation’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.

- 29 -

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 the Corporation’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 the Corporation’s next proxy circular for shareholder approval and appointment. In the event of a change of auditors, the Audit 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 Audit 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 the Corporation (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.

- 30 -

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 the Corporation, and the fees billed for all services rendered by the external auditors to the Corporation 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 the Corporation’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 the Corporation'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 the Corporation and any serious differences of opinion between management and such auditors on such subjects.

23. Review and approve policies for the Corporation’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 the Corporation regarding accounting, internal controls or auditing matters; and (b) the confidential, anonymous submission by employees of the Corporation 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 the Corporation assess and manage the Corporation’s exposure to financial risk and discuss the Corporation’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including reviewing the adequacy of the Corporation’s insurance program and approving for recommendation to the Board policies governing short-term investments, foreign exchange transactions, use of derivatives and other financial instruments by the Corporation, including a list of qualified institutions with which the Corporation’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 Committee, and to the Board as a whole

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

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

- 31 -

29. Ensure that the Corporation 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 Committee forthwith.

30. Be satisfied that the Corporation has established an appropriate code of ethics for the Corporation’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.

Reporting to Board & Use of Advisors

31. Make regular reports to the Board.

32. 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

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

34. 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.

- 32 -