2019 Annual Information Form

March 24, 2020

POWER CORPORATION OF CANADA > 2019 ANNUAL INFORMAT I O N F O R M 2

TABLE OF CONTENTS

Item 1 General Information 3 Item 2 Documents Incorporated by Reference 4 Item 3 Forward-Looking Information 5 Item 4 Corporate Structure 6 Item 4.1 Incorporation 6 Item 4.2 Intercorporate relationships 7 Item 5 General Development of the Business 10 Item 5.1 Business of Power 10 Item 5.2 Development of the business over the last three years 10 Item 6 Narrative Description of the Business 13 Item 6.1 Power Financial Corporation 13 Item 6.2 Investment platforms and other 13 Item 7 Risk Factors 15 Item 8 Description of the Share Capital 17 Item 8.1 General 17 Item 8.2 Subordinate Voting Shares 17 Item 8.3 Participating Preferred Shares 18 Item 8.4 First Preferred Shares 18 Item 9 Ratings 20 Item 10 Dividends 23 Item 11 Market for Securities 24 Item 12 Directors and Officers 26 Item 12.1 Directors 26 Item 12.2 Executive and other officers 27 Item 13 Voting Securities 29 Item 14 Committees 30 Item 14.1 Audit Committee 30 Item 15 Interest of Management and Others in Material Transactions 33 Item 16 Material Contracts 33 Item 17 Transfer Agent 34 Item 18 Experts 34 Item 19 Environmental, Social and Governance Factors 35 Item 20 Additional Information 36 Appendix A Power Corporation of Canada Audit Committee Charter 37

Item 1 – General Information

I O N F O R M

2019 ANNUAL INFORMAT >

s Annual Information Form Information Annual s

’

s Annual Information Form Information Annual s

CANADA ’

on s MD&A s ’ s Annual Information Form Form Information Annual s ’

Lion Lion Electric Lumenpulse Investments Mackenzie Mackenzie Power Nautilus Pansolo Pargesa Parjointco Peak I Fund Ventures Portag3 II Fund Ventures Portag3 Potentia orCorporation Power the Power Energy Financial Power PFE Power Pacific Putnam SCP Fund Sagard Holdings Abbreviati Lifeco Financial IGM Financial Power Life Canada AMC China La Presse Retirement Empower Lifeco GBL Financial IGM Management IG Wealth

POWER CORPORATION OF

March 18, 2020 March 18,

West Lifeco Inc., West Lifeco

Canada, dated dated Canada,

Inc.

20 20 , 20 ,

2 Inc. 1 , 20, , 20,

9 s Discussion and Analysis and Analysis s Discussion ’ 1 2

GENERAL INFORMATION nc. nc. i

Holding Inc. Holding

Holdings Holdings March March March West Life & Annuity Insurance Company Annuity Insurance & West Life Inc. West Lifeco - - Buses Buses Sagard Holdings ULC Sagard Holdings Power Pacific Investment Management Inc. Management Investment Power Pacific LLC Investments, Putnam LP Partners, Credit Sagard Power Energy Corporation Power Energy Corporation Financial Power B.V. Europe Financial Power Potentia Renewables Inc. Renewables Potentia Canada of Corporation Power Peak Achievement Athletics Inc. Athletics Peak Achievement Partnership Limited Ventures Portag3 Partnership II Limited Ventures Portag3 Pansolo Pansolo SA Pargesa Holding N.V. Parjointco Management of ofCorporation Power LLC Energy, Nautilus Solar Mackenzie Financial Corporation Mackenzie Financial Inc. Mackenzie Investors Group Inc. Group Investors Lion Group Lumenpulse Great Lambert Groupe Bruxelles Inc. Financial IGM Gesca Gesca Great dated dated Company Assurance The Life Canada Co., Ltd. Management Asset China Annual Information Form of IGM Financial Inc., Inc., Financial IGM of Form Information Annual dated Corporation, Financial Power of Form Information Annual Name in full in Name Great of Form Information Annual dated February

ITEM 1 Form: Information Annual this throughout used been have abbreviations The following

Item 2 – Documents Incorporated by Reference

I O N F O R M d December 18, 2019 18, December d

and and the foregoing material change 2019 ANNUAL INFORMAT

. MD&A

’ CANADA

www.sedar.com www.sedar.com s profile at at profile s ’ POWER CORPORATION OF ED BY REFERENCE mation Form; and Form; mation and the material change report of the Corporation date Corporation the of report change material the and

s Annual Information Form; Form; Information Annual s ’ s Annual Information Form. Information Annual s ’ s MD&A s ’ s Annual Infor Annual s ’ DOCUMENTS INCORPORAT available on SEDAR under the Corporation under the on SEDAR available

Certain portions of Lifeco of portions Certain Financial IGM of portions Certain Certain portions of Power Financial Power of portions Certain are

˃ ˃ ˃ SEDAR under their respective company profiles at at profiles company respective their under SEDAR

are are incorporated herein by reference to the extent specified herein. Power report on Power of portions certain addition, In The above documents have been prepared by Power Financial, Lifeco and IGM Financial, respectively, and are available ITEM 2 herein: specified extent the to reference by herein incorporated are documents The following

Item 3 – Forward-Looking Information

, ’ s ” 5 ’ the the ons ons that that

looking looking looking and and the - - and

of certain

estimates “ that that the list fluctuati ,

assumptions assumptions ” I O N F O R M lly lly from current and and nd nd of IGM Financial believes d. A variety of factors, ofvariety A factors, d. s and its subsidiaries ’ “ refully refully and not to put , ” specific and which specific give

plans “ Corporation Corporation and its business, , ” and and Power Financial the the Reorganization (as defined

ble ble future developments, s Annual Information Form (which (which Form Information Annual s ’ the the availability of cash to complete risks related to investments in private private in investments to related risks 2019 ANNUAL INFORMAT the the Corporation

significant significant judgments, estimates and looking statements is based upon certain certain upon based is statements looking - anticipates “ , ” changes in accounting policies and methods methods and policies accounting in changes outlook for North American and international international and American North for outlook s business and material factors or factors material and business s ’ disclosed disclosed current expectations. Forward

the the ’ s s Annual Information Form a ’ s s current expectations, or with respect to disclosure orto disclosure respect with expectations, s current expects ’ “ of Power Financial Power of manmade manmade disasters, terrorist attacks, wars and other

” . ATION OF CANADA ” the the intended effects of of of the Corporation and Power Financial control, affect the operations, performance and results of of results and performance operations, the affect control,

, ’

as well as as well as

could “ ther ther than statements of historical fact, are forward and and

monetary monetary policies, business investment and the health of local and ” ATION

e e acquisitions and implement other growth strategies, POWER CORPOR ng statements include statements that are predictive in nature, depend depend nature, in predictive are that statements include statements ng or or negative versions thereof and other similar expressions, or future or

would ” Looking Information Looking “ - , looki ” - , , changes in government regulation and legislation, changes in tax laws, s and its subsidiaries its and s ngs, ngs, catastrophic events, ’ s MD&A, filed with the securities regulatory authorities in Canada and available at at available and Canada in authorities regulatory securities the with filed MD&A, s ’ forecasts should and and the proposed redemption by the Corporation “ Forward “ nsiders these assumptions to be reasonable based on information currently available available currently information on based reasonable be to assumptions these nsiders “ , , ” ” . Forward . success in anticipating and managing the foregoing factors. foregoing the managing and in anticipating success

will ’ l l year and subsequent periods “ including the fintech strategy, strategy, fintech the including

, ” LOOKING INFORM projects “ - looking statements. Information contained in forward in contained Information statements. looking s public subsidiaries, reflect such subsidiarie ’ may , - “ ” and and foreign exchange rates, B B and to redeem First Preferred Shares

t t of applying future accounting changes, business operational competition, and reputational risks, s, s, cybersecurity risks pects, pects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of the targets “ ts subsidiaries ts , RWARD ” . The section entitled entitled section The . , , inflation First Preferred Shares Preferred First s s perceptions of historical trends, current conditions and expected future developments, as well as other ’ FO s and subsidiaries its s and NCIB (as defined herein) ’ rates e

their their

intends looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect reflect to or made, is statement such which on date the after circumstances or events reflect to statement looking th “ - , , ” gement panies and illiquid securities, risks associated with financial instruments, instruments, financial with associated risks securities, illiquid and panies interest

seeks Annual Information Form) is incorporated herein by reference. herein incorporated is Form) Information Annual this Annual Information Form and Power and Form Information Annual this www.sedar.com section also incorporates by reference therein certain portions of Lifeco the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise. or results, or events future ofinformation, new result a as whether events, unanticipated of the occurrence Corporation the of uncertainties and risks the about information Additional on which information contained in forward‐looking statements is based is provided in its disclosure materials, including Other than as specifically required by applicable Canadian law, the Corporation undertakes no obligation to update any forward of factors in the previous paragraph, collectively, are not expected to have a material impact on the Corporation and its co Corporation the While subsidiaries. incorrect. be prove to may they to management, material material assumptions that were mana applied in drawing a considerations that are conclusion believed to be or appropriate in the making circumstances, including a purchases under the NCI forecast or projection, including The reader is cautioned to consider these and other factors, uncertainties and potential events ca forward on reliance undue conflicts, conflicts, or an outbreak of a public health pandemic or other public health crises, ability to complete strategic transactions, Corporation integrat assumptions), assumptions), the effec technological change unexpected judicial or regulatory proceedi in risks, funding and liquidity market of management markets, capital and equity global com used to report financial condition (including uncertainties associated with the the Corporation and its subsidiaries and their businesses, and could cause actual results to differ materia expectations of estimated or anticipated events or results. These factors include, internationally, and America in North but market factors and political economic, of general impact unanticipated are not limited to: the impact or rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, accurate, be to prove not will conclusions or projections predictions, forecasts, expectations, that possibility the rise to be achieve will not and priorities goals strategic and that objectives, be correct may assumptions not Corporation the beyond are which many of conditional verbs such as such verbs conditional general or be By that may is subject to and uncertainties inherent risks information its this nature, herein) of classes as such words include or conditions, or events future to or upon refer “ performance, performance, pros i and Corporation economies for the current fisca operations, operations, prospects and risks at a point in time in the context of historical and possi reader is cautioned that such statements may not be appropriate without for other purposes. limitation, These statements may statements include, regarding the operations, business, financial condition, expected financial results, statements based on certain assumptions and reflect the Corporation and reflect the assumptions on basedcertain statements regarding the Corporation statements are provided for the purposes of assisting the reader in understanding the ITEM 3 Certain statements in this Annual Information Form, o

Item 4 – Corporate Structure

6 B C G D

and and s on on s

I O N F O R M

The The Companies ferred ferred Shares, Series ) ) on June 13, 1980. Its head and ”

2019 ANNUAL INFORMAT ; >

CBCA “ ( Cumulative Cumulative First Preferred Shares, Series

Cumulative Cumulative First Preferred Shares, Series Cumulative Cumulative First Pre Cumulative Cumulative First Preferred Shares, Series - - - - Cumulative Cumulative First Preferred Shares, Series A

s: s: ATION OF CANADA POWER CORPOR

); ” 15¢ Participating Preferred Shares as 7½¢ Participating Preferred Shares Preferred Participating 7½¢ as Shares Preferred Participating 15¢

); and and ); ). ); ); ); ); ); ” ” ” ” ” Canada Business Corporations Act designate designate the 7½¢ Participating Preferred Shares as 3¾¢ Participating Preferred - designate the 3¾¢ Participating Preferred Shares as Participating Preferred Shares; Shares; Preferred as Participating Shares Preferred Participating 3¾¢ the designate designate as Subordinate Voting Shares the common shares of Power; of Power; shares common the Shares Voting as Subordinate designate - - Power Power Corporation du Canada was incorporated on April 18, 1925 under designate the the designate

STRUCTURE -

—

to re to and to re and

, vember vember 22, 2001, to create 8,000,000 5.35 per cent Non one one basis and to re - one one basis; one one basis one basis one

- - - for - Series D First Preferred Shares Preferred D First Series Shares Preferred First G Series Series B First Preferred Shares B Preferred First Series Shares Preferred First C Series Series A First Preferred Shares Preferred First A Series 1986 Series First Preferred Shares Preferred First Series 1986 CORPORATE for for for “ “ “ “ “ “

Incorporation - - - increase the size of the Board of Directors to a maximum of 27 members 27 of maximum to a Directors of the Board of size the increase

two effective October 12, 2005, to create 10,000,000 5.00 per cent Non (the effective February 22, 2012, to create 8,000,000 5.60 per cent Non (the (the effective December 2, 2002, to create 6,000,000 5.80 per cent Non (the effective July 23, 2004, to subdivide the Participating Preferred Shares and the Subordinate Voting Shares on a effective July 9, 1998, to subdivide the 3¾¢ Participating Preferred Shares and the Subordinate Voting Shares on a a on Shares Voting Subordinate the and Shares Preferred Participating 3¾¢ the subdivide to 1998, 9, July effective two effective June 9, 1999, to create 6,000,000 (the 5.60 per cent Non effective No effective May 1, 1986, to increase the size of the Board of Directors to a maximum of 28 members; members; 28 of a maximum to of Directors Board of the size increase the to 1, 1986, May effective Share Voting Subordinate the and Shares Preferred Participating 7½¢ the subdivide to 1986, 16, effective June a two Shares; effective June 3, 1985, to subdivide the 15¢ Participating Preferred Shares and the Subordinate Voting Shares on a a on Shares Voting Subordinate the and Shares Preferred Participating 15¢ the subdivide to 1985, 3, June effective two to effective January 31, 1986, to create 2,000,000 (the Cumulative Redeemable First Preferred Shares, 1986 Seri effective May 11, 1984, to re to May11, 1984, effective

(Canada) (Canada) and continued under the ˃ ˃ ˃ ˃ ˃ ˃ ˃ ˃ ˃ ˃ ˃ ˃

Since June 13, 1980, the Articles of Power have been amended as follow as amended been have Power of Articles 1980, the 13, Since June Power Power Corporation of Canada Act 2J3. H2Y Québec Montréal, Square, 751 Victoria at located is office registered ITEM 4 4.1 Item

Item 4 – Corporate Structure

7 e rwis

unless unless significantly significantly

I O N F O R M . The chart also 9 Certain subsidiaries filed with the Canadian

9 , including interests in its its in interests including , 9 1, 201 3 s s Annual Information Form ’ s consolidated assets or revenues revenues or assets consolidated s ’ 2019 ANNUAL INFORMAT

s s Annual Information Form and of IGM ’ s website. ’ of of Power Financial

” . of the Corporation the of

ATION OF CANADA tructure as at December 31, 201 31, December at as tructure per cent per

elationships r and onand Corporation the

rein by rein reference POWER CORPOR s corporate s corporate s ’ . The subsidiaries that have been omitted represent, as a group, ] Intercorporate Intercorporate

a [

www.sedar.com – at is incorporated he incorporated is cture cture

)

summarizes Power summarizes elationships annual consolidated financial statements for the fiscal year ended December

s ’ have have been omitted

9 of the consolidated assets and revenue of the Corporation as at December 31, 201 Corporate Corporate Stru

“ per per cent Intercorporater

on the following page page following the on s Annual Information Form Information Annual s

’ se total assets or revenues did not represent more than 10 than more represent not did revenues or assets total se Based on the Corporation securities regulators and which are available

] a [

Financial The section entitled (which section also incorporates by reference therein certain portions of Lifeco as at December 31, 201 less than 20 Corporation. the of subsidiaries other in investments hold to is role primary whose subsidiaries omits certain indicated, such percentages also represent the approximate percentages of votes attached to voting securities beneficially beneficially securities voting to attached votes of percentages approximate the represent also percentages such indicated, owned, or over which control or direction is exercised, directly or indirectly, by Power) as at that date. who otherwise indicated, all companies were incorporated in Canada) and the approximate percentages of participating equity equity participating of percentages approximate the and Canada) in incorporated were companies all indicated, otherwise othe (unless Power by indirectly, or directly exercised, is direction or control which over or owned, beneficially securities Item 4.2 Item chart The ( incorporation of jurisdiction the forth sets chart The companies. investee and subsidiaries other certain and material

Item 4 – Corporate Structure

8 the per The The

General 0.0 “

attached West West Life - a a wholly owned , representing an I O N F O R M The Great the sectiontheentitled

per cent of the votes attached votes the of cent per

. . In addition, a a wholly owned subsidiary of 6.0

of Power Financial

each

2.3 per cent are owned by 3411893 Canada3411893 by owned are cent per 2.3 hares

s per cent are owned by 3411893 Canada Inc., 2019 ANNUAL INFORMAT

1 . and >

the the Corporation in its segregated funds or for similar purposes). and Sagard Holdings Participation Inc.,

(as further(asdescribed in ommon

c to

Following the completion of the Reorganization and as

. ower Financial ower ears”). y ATION OF CANADA hree t

. the Reorganizationthe ast ast l

Sagard Holdings . a a wholly owned subsidiary of per cent of the participating equity securities of IGM Financial (excludingFinancial IGM of securitiesparticipatingequity the centof per

West West Life Assurance Company 9 - completed each

3. POWER CORPOR

per cent are owned by 4400003 Canada Inc.,

the Corporation, owns 4.0 per cent of the participating equity securities of Lifeco. 2 Power Financial

usiness over the in in

b ’ direct parent is managedis by The Great

and 3.

also holds 13.9 a per cent interest Chinain AMC.

nada Inc.

and PowerFinancialand

Sagard Holdings , IGM Financial

Development of the

– I. Portag3I. Ventures Fund

, a subsidiary of the Corporation,owns the subsidiaryof a , Investments Fund

, Lifeco and IGM Financial respectively hold 63.0 per cent, 18.5 per cent and 18.5 per cent equity interest in al , 2020, the Corporation2020,, the 13 and its subsidiaries own, in the aggregate, voting securities to which are attached approximately 6 approximatelyattached are which to securities votingaggregate, the in own,subsidiaries its and and its subsidiaries own, in the aggregate, voting securities to which are attached approximately 65.0 per cent of the votes the of cent per 65.0approximately attached are which tosecurities voting aggregate, the in own,subsidiaries its and

. . In addition, IGM Financial, a subsidiary of Mackenzie Ventures

per per cent of the participating equity securities of Lifeco are owned by Power Financial per cent of the participating equity securities of IGM Financial are owned by P by owned are Financial IGM of securities participatingequity the of cent per

and and 0.9 per cent are owned by 4400003 Canada Inc., per cent are owned by 3439453 Ca

9 8 . 3 Portag3 58. Inc. CompanyAssurance cent of equity securities of IGM Financial held by Corporation all votingto securities of IGM Financial. Power Financi Through 5 6.8 Corporation Corporation all votingto securities of Lifeco. On February On Development of the Business of the date hereof, the Corporation beneficially owns all of the issued and outstanding aggregate equity and voting interest of 100 cent per Effective January 1, 2020, the Corporation transferred its equity interest in Sagard SAS subsidiary of Corporationthe and

[6] [5] [4] [2] [3] [1]

Item 4 – Corporate Structure

– 9 per

6.8

1 The Canada Life

I O N F O R M – respectively. control of GBL. The

oposed transaction,oposed

least 90 per cent of ,

voting rights at GBL’s - per cent de facto

and their holding companies, e company 85.3

nce. insuranc

Canada Life life Narrative Description of the Business

“ , 2019 ANNUAL INFORMAT > per cent and

9 single

4. one and Parjointco is expected to retain

, and Portag3 Ventures Fund I and IGMFinancialalsoholdPortag3 IFund and Ventures , and ATION OF CANADA amalgamated into

, London Life Insurance Company

FinancialCorp.

POWER CORPOR Swiss Stock Exchange s Annual InformationForm, which incorporated is herein by refere ’ fer fer will be initiated by Parjointco for all Pargesa shares not already owned by Parjointco under which West LifeWest Assurance Company, -

per cent interest in Wealthsimpleincentinterest per

2 . The Great 1 2

. of Power Financial interest.

” Parjointco and Pargesa announced an agreement for a proposed transaction that would simplify the group structure.groupproposed perwouldPargesaAs transaction the announcedagreement forParjointco simplifyan a that and

, per cent interests, respectively, for an aggregate equity and voting interest of 8

Group 9

6. ticipated that Pargesa will be delisted from the per cent votingper Pargesa

75.4 cent per voting interest. proposed transaction will be subject to Parjointco holding or having received shareholder acceptances with respect to at Pargesa’s total voting rights and it is conditional Extraordinary Shareholders Meeting be to held on April 2020.28, upon GBL shareholders approving the implementation of double Certain companies in the The Pargesa group are more fully described in the section entitled Assurance Company 202011,March On the agreement, a public exchange of prhold.they Following Pargesasharebearer eachthe for GBL of shares receive0.93 entitled to shareholderswill be Pargesa it is an Power Financial holds a a FinancialholdsPower cent and 4 100 Effective January 1, 2020, Canada Life Financial Corporation and London Insurance Group Inc.

[12] [10] [11] [9] [7] [8]

Item 5 – General Development of the Business

” - - 10

per per

ears

Recent Recent usiness usiness

. 60.5 b hree hree Through Through its t

. I O N F O R M ast ast common shares shares common l as part of a going a of part as jointly jointly with Frère

and investment funds funds investment and eld

per per cent of the voting

s h

ver ver the million in North America, Europe in Europe America, North

per cent debentures due

in the company to to company in the

and and its U.S. and Canadian grade LED lighting solutions. lighting LED grade employees worldwide. employees

Development of the the of Development -

“ in in Power Financial

00 indirectly 6 usiness usiness

et manager et b interest interest

30, 2019 ANNUAL INFORMAT per per cent interest in Vein Clinics of ts

> , , a fund which provides credit capital

, an innovative company manufacturing manufacturing company innovative an , per per cent tely tely

standing standing relationships, to provide superior financial services financial global companies based in in Europe based companies global - Fund

100 Power Power also

consideration of $267 of consideration

Europe” of Europe” Power Annual Financial’s Information SCP

all of the issued and outstanding and outstanding issued the of all

- , increasing i increasing , Lion Electric Lion rporate purposes. See purposes. rporate

ears in ears ears ATION OF CANADA y performance, specification performance, a portfolio of portfolio a - Development Development of the

that that focuses on – million million principal amount of 4.81 hree hree

Performance Performance Sports Group Ltd. t , Power owned owned Power , ast ast per per cent equity interest, representing 75.4 l

s Annual Information Form) is incorporated herein by reference. herein incorporated is Form) Information Annual s

’ . of $250

POWER CORPOR

per cent interest interest cent per

through through Power Financial,

a 55.5 million in Lumenpulse in million OF THE BUSINESS

(which (which section also incorporates by reference therein certain portions of per cent of Lumenpulse for a a for Lumenpulse of cent per

ll ll the assets of completed completed the disposition of its 97.3 million and the assumption of related operating liabilities. operating of related assumption and the million

urance, retirement, wealth management and investment businesses, including a including a businesses, investment and management wealth retirement, urance, usiness usiness over the (as defined below) defined (as b

market companies across Canada and the United States. the United and Canada across companies market ngs ngs completed the first closing of - acquired a 43.8 a acquired

. ” an acquisition vehicle jointly controlled by jointly an an controlled acquisition vehicle of affiliate Sagard and Fairfax Financial Holdings Asia

f Power , Power and its subsidiaries had, in aggregate, approxima aggregate, in had, subsidiaries and its Power , – As As at December 31, 2019, , Sagard Holdings 9 sold throughout North America North throughout sold invested an additional $41 an additional invested

General General Development of the Business

Peak, Peak, “ n n Power Financial, Power controls Lifeco and IGM Financial and in recent years has implemented an

ears ears 201 Lumenpulse is a leading manufacturer of high of manufacturer leading a is Lumenpulse acquired acquired substantially a s s Annual Information Form

2017 , representing an aggregate equity and voting interest of ’ y .

2017, Sagard Holdi ,

Development of Development the , a holding company with significant interests in interests in significant with company , holding a 31,

2017, 2017,

–

29, 2017, Power completed its offering 2017, Power Energy Energy Power 2017, 21,

, per cent equity interest in China AMC and for general co general for and AMC China in interest equity cent per

hree hree 27, , a private healthcare services company. services healthcare private a , t Development of the businessthelastover three y GENERAL DEVELOPMENT Businesso . 31,

31 international management and holding company management international

2017, Power Energy acquired 55.7 acquired Energy Power 2017,

2047. 2047. The net proceeds were used by the Corporation to finance the purchase price of its acquisition of an

Its core holdings are leading ins leading are holdings core Its Inc ast ast

21,

l .

31,

is is an s Annual Information Form and of IGM Financial IGM of and Form Information Annual s which is incorporated herein by herein reference. incorporated is which ’

December completion of the Reorganization of the completion October Power Power Financial

America, directly to public and private middle private and public directly to On zero emission vehicles zero emission On December In 2018, Power Energy In 2018, Power cent. On On June On transaction private On On February Holdings Limited of US$575 price purchase a for subsidiaries additional 3.9 additional over the NORTH AMERICA On January January of Lifeco Item 5.2 Item The section entitled including including Sagard Europe, Sagard Holdings, Power Pacific, Power Energy and interests in China resulting from more than engagement. 40 of years at AsDecember Power Power conducts investment activities, built upon a network of deep and long ass alternative in investments include activities Investment basis. diversified a on returns developments regarding Power Financial’s interest in Pargesa are described in the section entitled “General Development Development “General entitled section in the are described Pargesa interest in Financial’s Power regarding developments of the Business Form, Bourgeois Bourgeois / Compagnie Nationale à Portefeuille rights, in Pargesa of Power Financial controlling interest i active fintech strategy. As As at December 31, 2019, Power held a 64.1 per cent equity and voting interest in Power Financial. Immediately following the Power Power and Asia platforms. investment asset alternative of portfolio ITEM 5 5.1 Item

Item 5 – General Development of the Business

- its its 11 On On

per per per per The The

. “Pre .

.0 zation zation Power Power

million million benefit benefit

. Pansolo 50.6 Emptive Emptive - 2048

27,

approximately approximately Emptive Emptive Right I O N F O R M

ed below), the - the the Corporation’s . . The Pre in reduced annual annual reduced in to to their respective

Subordinated Subordinated Voting , 2020, , (the “Reorganization”) (the “Reorganization”)

profit profit structure. Power rticles, the Corporation Corporation the rticles, - emptive emptive right (the A result result - , 2019 by the Corporation on on February 11, 2020 and for -

3 1

pro pro rata based based owner and operator of held - Subordinated Subordinated Voting

February 13 February Emptive Emptive Right

for cancellation 40,909,041 of - scale, scale, commercial and industrial company company that acquires, develops, exchanged exchanged for 1.05 Subordinated

d redemption redemption of all of its $250 2019 ANNUAL INFORMAT

as and and listed on the TSX following the , as of as , > w

Reorganization Reorganization (as defin completion completion of the Reorganization, the early

on on December

purchase issued issued and outstanding per per cent debentures due July

which is anticipated to to anticipated is which Following the completion of the completion Reorgani the Following its

. and and

, so as to own to as so , 2019. following

to to fund the 20

announced 22,

ATION OF CANADA Power Power Financial

Minority Minority Shareholders”) transferred transferred its net assets to a new not ’s 6.9 per cent March debentures due 11, 2033 remain outstanding at at a purchase price of $33.00 per

, PFC PFC , , expected changes to of the and the management Corporation, the ) POWER CORPOR Minority Shareholders Minority concern concern basis, of the retirement obligations accrued at the transaction

on February 12, 20 12, February on

- substantial substantial issuer bid to to holders who duly exercised the Pre per per cent equity interest in Nautilus, a g

(the (the “ million Participating Preferred Shares, representing an aggregate aggregate an representing Shares, Preferred Participating million

Shares with available cash, cash, available with Shares .7 PFC PFC

debentures Aprildue debentures 100

54 used used by the Corporation repurchase

Reorganization, the Corporation’s intent to undertake further initiatives to to initiatives further undertake to intent Corporation’s the Reorganization, to the to the Power Financial Power million million principal amount of 4.455

language language news media company, wholly owned by the Corporation through its - the the million million per year In connection with the Reorganization, the Corporation issued an aggregate of

oved oved by Power Financial shareholders at a meeting per cent per completed completed a

controlled controlled by the Family Desmarais Residuary Trust, to exercise the Pre

The Reorganization was initially

Preferred Shares Preferred $250 .

ordinate ordinate Voting Shares proposed to be issued pursuant to the Reorganization. , representing approximately 9.8 per cent of change in change timing for the dividend of to paid quarterly Voting and Shares holders Subordinate , a French issued Power Power Energy, through its indirect subsidiary Power Energy Eagle Creek LLP, completed the per per cent interest in Eagle Creek Renewable Energy, LLC, a U.S. corporation corporation hares oximately $15 oximately

respective First Preferred Preferred First respective , , in connection with the Reorganization, and in accordance with the pre S he he net proceeds were 0 each each common share of Power Financial (“PFC Common Share”) held by shareholders other than the 2018, 2018, Participating Participating Preferred Shares

, Power Power Financial diluted diluted basis prior to the

- oting oting , 202 holders holders of Participating Preferred Shares to acquire from the Corporation, 27 , transaction , a 2020, Financial the Corporation and Power completed reorganization referred referred Shares and the redemption of an aggregate of $350 million of certain classes of

2018, 2018, t

f the and Reorganization, million Participating Participating million 13 d

Subordinate Voting Shares Voting Subordinate increase increase of and 2018, 2018, Power 6, e

2018, 2018, La Presse First First Preferred Shares remain outstanding shares of

, , 2019, the Corporation 6

7 25,

14, 173

on on a non 6,006,094 6,006,094

million Subordinate Voting Shares and and Shares Voting Subordinate million

February February 12 regate principal amount of 7.57 amount principal regate ubordinated ubordinated purchased purchased 48.4 Right Right entitl is to 12 Preferred equal that Shares of Participating number Shares, an aggregate holdings Preferred in Participating cent of the number of Sub Emptive Right”) in favour of holders of Participating Preferred Shares included in the Corporation’s Corporation’s the in included Shares Preferred Participating of holders of favour in Right”) Emptive issued and and Power Financial and was appr 2020. 12, on February approval court received final On completion completion o as obligations of 250,628, Shares Common PFC outstanding and issued the of all owns beneficially Corporation the hereof, date the of as and Financial’s pursuant pursuant to which Corporation and its wholly owned subsidiaries Voting Shares and $0.01 in cash. Corporation’s intention to launch the NCIB (as defined below). defined (as NCIB the to launch intention Corporation’s On February Participating Participating P Financial’s Power and financing costs of appr (as defined below) in connection with with connection in below) defined (as shareholders in conjunction with the anticipated Reorganization (including, On On December 13, 2019, the Corporation and Power Financial intention of Pansolo, a announced the On On July 30, 2019, Power Energy acquired a finances and manages distributed solar projects across community, municipal/utility markets. substantial substantial issuer bid allowed the Corporation to return capital to its opportunities. growth fund future position to shareholders while maintaining a strong capital On On April 1 S Shares disposition disposition of its 54.8 facilities. hydroelectric September agg On November date. On July On On July subsidiary Square Victoria Communications Group Inc., retained responsibility for the funding, on a goin

Item 5 – General Development of the Business

12 IGM IGM 2021 2021

make make

which which

, on the open open on the , Voting Voting Shares. I O N F O R M

19”, 19”, has resulted Power Power and - , 9 Emptive Right on or prior prior or on Right Emptive - notice of intention to to intention of notice

Subordinate 2019 ANNUAL INFORMAT s ownership in China AMC as at ’ > purchase for cancellation purchase for SX SX or any alternative trading system in 19 outbreak is unknown at this time, as as time, at this unknown is outbreak 19

- T As As at December 31, 201 may and and outstanding

finalized finalized its investment in China AMC

also also issued s ’ accepted the Corporation’s the accepted ATION OF CANADA Corporation Corporation

30,000,000 30,000,000 Subordinate Voting Shares, representing had had

China AMC. China TSX

up up to IGM Financial There were no further exercises of the Pre the of exercises further no were There

POWER CORPOR the NCIB, the the NCIB, 017, 017, to to of the Corporation

imposed imposed quarantine periods and social distancing, have caused material

- ”

at be be made through the facilities of the tstanding. Pursuant In August 2 . ) ”

public public flo . “ and central bank interventions. It is not possible to reliably estimate the length and severity severity and length the estimate reliably to possible not is It interventions. bank central and

NCIB “

the period commencing on February 20, 2020 and ending on the earlier of February 19, February of earlier the on ending and 2020 20, February on commencing period the

of of the ownership ownership interest at a total cost of $638 million.

are are expected to

Corporation announced that the that announced Corporation

13.9 13.9 per cent.

ld a combined 27.8 per cent interest in interest 27.8 cent per a combined ld the

, e was h

per per cent per per cent

eakness. eakness. Governments and central banks have reacted with significant monetary and fiscal interventions 2017, Power completed the acquisition of an additional 3.9 per cent equity interest in China AMC for scretion during during scretion , 2020 , 201

31, under under the NCIB

therefore therefore 19 at its di its at , at prevailing market prices market prevailing at , -

million. million. Together with a 10 per cent interest purchased in 2011, Power

February 1 February normal course issuer issuer (the bid course normal

subsidiaries in future periods. in future subsidiaries designed to stabilize economic conditions. The duration and impact of the COVID of impact the and duration The economic conditions. stabilize designed to government the of efficacy the is of these developments and the impact on the financial results and condition of the Corporation and its operating include include the implementation of travel bans, self disruption to businesses globally resulting in an economic slowdown. Global equity markets have significant experienced volatility and w COVID Since December 31, 2019, the outbreak of the novel strain of coronavirus, specifically identified as “COVID in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which resulted resulted in a 13.9 Financial On On August 31, $178 December Canada ASIA and and the completion of approximately purchases 5.2 under the NCIB, Purchases a market, cent of the total votes of all Power shares ou shares Power all of votes total the of cent 2020. 12, March of deadline subsequent to the On

Item 6 – Narrative Description of the Business

13 ld ld a cific cific with with have have

. per cent cent per holdings holdings s Annual a a private

’

disposable disposable through through its

I O N F O R M platforms platforms that 42.6 a billion of assets assets of billion

France, France, Belgium, ld In February 2020, 2020, February In

e 2.0 significant h ’ direct parent ’ direct cement, aggregates cement, aggregates

supply of equipment equipment of supply

; and and third parties as US$

h depth knowledge of the depth knowledge d - GBL GBL in

based specialty solutions for for solutions specialty based Sagard Sagard Holdings also h operation operation of regional leisure -

it also it an

Sagard Holdings, Power Pa Power Holdings, Sagard

on. ased in France. France. in ased manage , ; and mineral 2019 ANNUAL INFORMAT Sagard Holdings Holdings Sagard

. >

provides provides credit capital directly to public in 2005 in equity, private credit, royalties and venture venture and royalties credit, private equity,

: s s Annual Information Form (which section ’ n sectors; n the and beverage food

America Sagard Europe, Sagard and markets sports equipment and apparel for for apparel and equipment sports markets and

, founded sized sized private companies based in h h of Sagard Healthcare Royalty Partners, which is - oil, gas and chemical industries chemical and gas oil,

; professionals have who professionals international management and holding company holding and management international nnual nnual Information Form and of IGM Financial was in in Canada, the United States and Europe

ATION OF CANADA

per per cent interest in IntegraMed America, Inc., n testing, inspection testing, inspection and certification;

; and Canada and s A ’

1.6 that is a is

. Peak designs designs Peak . of Power Financial a 9

as at March 18, 2020 18, March at as

” , 9 party investors in several alternative asset classes in three principal principal three in classes asset alternative several in investors party - investment investment ses

POWER CORPOR , active in the following industries: industries: in , the following active

hrough its indirect investment in Pargesa, in Pargesa, investment indirect hrough its

T Pargesa through its subsidiary, GBL, a Belgian holding company. holding Belgian a GBL, subsidiary, its through Pargesa wines and spirits . N OF THE BUSINESS

rights in Peak in rights ; asset clas asset

ther nce, retirement, wealth management and investment businesses, including a a including businesses, investment and management wealth retirement, nce, of the Corporation the of

o four , a wholly owned subsidiary of the Corporation b Corporation the of subsidiary owned wholly a , Financial and

across across

s s at December 31, 201 IGM subsidiary

. s s funds. Sagard Europe invests in mid wide range of processing industries primarily i primarily industries wide of processing range s Effective Effective January 1, 2020, the Corporation transferred its equity interest in Sagard SAS to ’ customer customer experience and business process outsourcing

and and asset management businesses operating a network of fertility clinics in North North in clinics fertility of network a operating and

latforms , , a fund launched and managed by Sagard Holdings, p per cent of the voting the of cent per

managed locally by experienced managed by locally experienced .0 Fund Narrative Narrative Description of the Business

distribution ofdistribution sportswear “ in in Lifeco

market companies across the United States United the across companies market 50 - s are are provision provision of

; SCP , a wholly owned subsidiary of the Corporation, Corporation, the of subsidiary owned wholly a , announced announced the launch of its fourth fund, Sagard 4. Since its inception in 2002,

materials technology and recycling of precious metals precious of recycling and technology materials

the life sciences sector with a focus on investments protected by strong intellectual property. intellectual strong by protected investments on a focus with sector sciences life the ;

Investment PowerFinancial Corporation NARRATIVE DESCRIPTIO to credit, credit,

in in financial services

design design and

;

Europe

These European investments are held are by investments European These

. per cent equity interest in GP Strategies Corporation, a global performance improvement company offering sales and and sales company offering improvement a global performance GP Strategies interest in Corporation, equity cent per

private private 4 . 1 dedicated dedicated and private middle and private In royalties, Sagard Holdings announced in January 2019 the launc 2 services. and engineering consulting management solutions, eLearning technical training, In equity interest and and interest equity ice hockey, baseball, softball and lacrosse under iconic brands including Bauer and East capital. capital. In equity, Sagard Holdings held, a company services healthcare Sagard Holdings, a wholly owned owned wholly a Holdings, Sagard commitments unfunded including Luxembourg Luxembourg and Switzerland. Holdings and Sagard Corporation of the subsidiary owned wholly Inc., a Participation Sagard Holdings SAGARD HOLDINGS Sagard Europe is managed by Sagard SAS Sagard by managed is Europe Sagard Sagard also invested in Sagard Europe local public and private market and private local public SAGARD EUROPE geographies: Europe, North America and China. The investment platforms investment China. The and America North Europe, geographies: and Power Energy Item 6.2 Item Since the launch of the first Sagard third and fund Corporation in the of 2002, behalf on portfolios the manage Corporation has continued to build investment also incorporates by reference therein certain portions of Lifeco by reference. herein incorporated is Form) Information hygiene products parks The section entitled and concrete and and a for project management controlling interest controlling in in based companies Europe a of portfolio global industry Item 6.1 Item Financial Power interests and Asia. Its core holdings are leading insura leading are holdings core Its and Asia. platforms. investment asset alternative of portfolio ITEM 6 Power is and holding company services that focuses management on an in Europe financial international America, North

Item 6 – Narrative Description of the Business

5 its its 14 4

Lion Lion term term -

a a Qualified

tment tment funds I O N F O R M and and operator of investments are are investments

inves

and and maintained

Current invested in more than

d ha that develop, own and operate operate and own develop, that Power Power Pacific has a long scale, scale, commercial and industrial has developed has - a company that acquires, develops, 2019 ANNUAL INFORMAT

Ventures Ventures

. per cent interest in China AMC. China interest in cent per

Nautilus,

, China AMC China , Portag3 Portag3 Shares Shares (“A” shares) market through - g g Stock Connect. 13.9

industry

China renewable energy sector with the goal of building and and building of goal the with sector energy renewable in in ATION OF CANADA has invested in companies companies in invested has

that that is a fully integrated developer, owner Hong Hong Kon

. . It . companies in the sustainable sector. sector. sustainable the in companies each held a each held

performance, performance, specification grade LED lighting solutions; and - through through company company POWER CORPOR

on in in the mainland China A as at March 18, 2020 18, March at as

management companies management invests invests an an investment manager within Sagard Holdings, manages

licence licence as well as fund

oration and IGM Financial and oration active active in North America and the Caribbean; (QFII)

, the Corp the , 9 one of the firstof one the

, a renewable energy generati

Portag3 Ventures Portag3 Fund I and Portag3 Fund Ventures II, as as based investment philosophy, and benefits from ongoing growth across multiple attractive sectors in China. China. in sectors attractive multiple across growth ongoing from benefits and philosophy, investment based actively manages investments in the sustainable and and sustainable the in investments manages actively -

mpanies and investment funds and investment mpanies in 1998 in 1998 Lumenpulse, Lumenpulse, a leading manufacturer of high

AMC ;

, an innovative company manufacturing zero emission vehicles sold throughout North America. America. North throughout sold vehicles emission zero manufacturing company innovative an , s Pacific Pacific (formerly, Sagard China) ollows: Potentia HINA ounded

F management asset Chinese in the market leaders the position among C 201 31, at AsDecember market Electric as f solar and wind energy assets finances and manages distributed solar projects across community, municipal/utility owning, over the long term, companies transformation energy global the that from benefit that companies can generate growing and stable cash flows. as well as America North in assets generating wind and solar Power Energy invests in POWER ENERGY Energy Power Power Power Foreign Institutional Investor fundamentals fintech fintech co POWER PACIFIC In venture capital, Portag3 Ventures, dedicated to backing innovative financial services companies that have Through its funds, the potential for change and global impact.

Item 7 – Risk Factors

s ’ d 15 on, on,

Power Power to

a result, the

novel strain of strain novel references references are

I O N F O R M As es. The risks of being being of risks The es. s s Annual Information ’

in North America, Europe in Europe America, North

Power Power Financial also holds a s business, prospects, dividend dividend prospects, business, s ’ s principal subsidiaries is subject subject is subsidiaries principal s ’ through through Pargesa.

2019 ANNUAL INFORMAT , financial markets have experienced s securities may be adversely affected. adversely be may securities s nd investment businesses, including a including a businesses, investment nd ’ > ancial

or acquisitions. acquisitions. or

of of Power Financial

in in GBL ” on financial services on financial At At times on on their ability to pay dividends. The ability of

its beneficial ownership of all of the issued and s s is e possible in the future. The inability of Risk Risk Factors “ focuse debenture debenture holders may not be able to liquidate their

ATION OF CANADA , and and its ability to raise additional capital. Dividends to

, including as a result of the outbreak of the of outbreak the of result a as including , holding holding that

future future will depend in part upon prevailing market conditions control

’ principal principal POWER CORPOR ligations, including payment of interest, other operating expenses and and expenses operating other interest, of payment including ligations, in turn in controls turn Lifeco and IGM Financial. Its Its to meet its obligations and pay dividends is dependent upon receipt of of receipt upon dependent is dividends pay and its obligations meet to There There is no market over which the Corporation’s debentures may be

s Annual Information Form, which subsection and further . ’ ” 19 periods periods of increased levels of volatility and related market turmoil, Power -

s s Annual Information Form, which subsection and further references are ’ Economic Economic conditions may adversely affect Power and its subsidiaries, including

of Lifeco

which which itself holds a controlling interest no no voting rights in the Corporation, except in limited circumstances, as may be ” COVID

, “

Power Financial Power Financial has .

s and such subsidiaries such and s ’ leading insurance, retirement, wealth management a management wealth retirement, insurance, leading s ability to meet its ob its meet to ability s

’ hares r risks of which the Corporation is not currently aware. currently is not Corporation ofthe risks which r S Risk Risk Factors dependent dependent on the operating performance, profitability, financial position and creditworthiness are “

hat have often been unrelated to the operating performance, underlying asset values or prospects prospects or values asset underlying performance, operating the to unrelated been often have hat of IGM Financial

are are ”

ommon ommon , , jointly controlled corporations and associates as well a , which is also a holding company, holding a also is which , following following and other risks discussed elsewhere in this Annual Information Form, which investors should ital ital markets in Canada, the United States, Europe and Asia. PFC PFC C operations could be adversely impacted and the trading price of Power of price trading the and impacted adversely be could operations RISK FACTORS core holdings core

’ , specifically identified as ed herein by reference. by herein ed Risk Factors

“ subsidiaries well as the business performance of Power and its subsidiaries. Although the Corporation has been able to access capital capital access to able been has Corporation the Although subsidiaries. its and Power of performance business the as well its

corporat required by law or as specifically provided in the provisions attaching to such securities. such securities. to attaching provisions in the provided specifically as or law required by paying capability and financial condition, and further enhancement opportunities enhancement and further condition, and financial paying capability A holder of First Preferred Shares as on financial markets in the past, there can be no assurance this Power will on effect b adverse material a have could terms acceptable on capital sufficient access ratios be maintained. maintained. ratios be The ability of Power to arrange additional financing in the Power Financial Power Fin Power by dividends and interest of payment The subsidiaries. its from dividends to restrictions set out in relevant corporate and insurance laws and regulations, which require that solvency and capital dividends dividends from its principal subsidiaries and other investments shareholders of Power of As a holding company, Power company, holding a As upon depends generally acquisitions or opportunities enhancement future desirable or current complete to and dividends, of such companies. These factors may cause decreases in asset values that are deemed to be significant which or may prolonged, result in impairment charges. In subsidiaries health health of cap Corporation the held by securities equity of prices the market affected have fluctuations that and volume price significant t and subsidiaries, its and debentures debentures in a timely manner, if at all. fluctuations in foreign exchange, inflation and interest rates, as well as monetary policies, business investment and the numerous factors beyond Power beyond factors numerous coronavirus traded, and it is very unlikely that one will develop. Consequently entitled entitled in The share price of Power, Power Financial and its subsidiaries may be volatile and subject to fluctuations in response to in in the subsection entitled incorporated herein by reference; and the risks of being an investor in IGM Financial are referenced in the subsection Corporation bears the risks associated with being a significant shareholder of these operating compani operating these of shareholder significant a being with associated risks the bears Corporation an investor in Power Financial are described in the section entitled reference and described are Lifeco in investor an being of risks the reference; by herein incorporated is section which Form, portfolio portfolio of alternative asset investment platforms. outstanding joint controlling interest in Parjointco Power is an international management Power is and holding company management an international Its and Asia. including including the carefully consider before investing in securities of the Corporation. This description of risks does not include all possible othe be may risks, and there ITEM 7 Corporati the of activities the in and Corporation the of securities the in investment an in inherent risks certain are There

Item 7 – Risk Factors

I O N F O R M

is is provided in the section entitled

2019 ANNUAL INFORMAT >

s business ’ ATION OF CANADA , and investors might not be able to reinvest the redemption the redemption beto reinvest able not might and investors , POWER CORPOR

. s MD&A, which section is incorporated herein by reference. by herein incorporated is section s which MD&A, ’ e e to redeem the First Preferred Shares from time to time, including when prevailing interest in Power in

” Risk Management

Additional information about the risks and uncertainties of the Corporation “ The Corporation may choos Shares Preferred First by the borne yields than rates lower are investment in comparable a proceeds

Item 8 – Description of the Share Capital

), ), ” 17

ere a 00

4 , deration deration rticles rticles of A 189 4,323,591 6,000,000 8,000,000 6,000,000 8,000,000 10,000,000 54,860,866 the the

I O N F O R M 62 Subordinate Voting Voting Subordinate

rticles can be found on on found be can rticles First First Preferred Shares “ A and and an unlimited number of Subordinate Subordinate Voting Shares to roperty roperty of the Corporation on

), ”

. Number of SharesNumber Issued and Outstanding 2019 ANNUAL INFORMAT >

, there were issued and and outstanding: issued were there , 20 20

, 18 per cent of the aggregate voting rights attached to to attached rights voting aggregate the of cent per

www.sedar.com of the Participating Preferred Shares and the First

22 March March

thirds of the holders of Subordinate Voting Shares, issue issue Shares, Voting Subordinate of holders the of thirds ATION OF CANADA - 53. emptive emptive rights or subscription rights attached to the - s should s capital. share be Reference made to ’ Participating Participating Preferred Shares holders holders of Shares Voting are Subordinate not entitled to vote “ ). As at at As). ”

POWER CORPOR to their holdings an aggregate number of Subordinate Voting Shares that that Shares Voting Subordinate of number aggregate an holdings their to ARE CAPITAL

and are filed on SEDAR at SEDAR on filed and are

pro rata pro

Subordinate Voting Shares Voting Subordinate “

third times the number of Participating Preferred Shares proposed to be issued for a consi a for issued be to proposed Shares Preferred Participating of number the times third

- up. Power may not, without approval of two of approval without not, may Power up. -

, the Subordinate Voting Shares represented represented Shares Voting Subordinate the ,

20 Subordinate Preferred Voting Shares Shares, Subordinate Participating and First Preferred are asShares only payable www.powercorporation.com ESCRIPTION OF THE SH , 20 ,

Subordinate VotingShares D General 18

s outstanding voting securities. voting outstanding s ’ March March Participating Shares Participating - ordinate Voting Shares. Voting ordinate unlimited unlimited number of Preferred (the Shares Participating Participating Preferred Shares Preferred Participating Shares Voting Subordinate 1986 Series 1986 A Series B Series C Series D Series G Series

Participating Shares Participating First Preferred Shares Preferred First Share Class Non

Power The Articles of Power do not contain any rights or provisions applicable to holders of Subordinate Voting Shares wh Shares. Preferred Participating the for made is bid takeover the PFC Minority Shareholders. Minority the PFC at As Sub In connection with the the Reorganization, Corporation issued an aggregate of 250,628,173 is equal to eight and one and eight to equal is issued. be to are Shares Preferred Participating the which for share per amount capital stated the to equal is that share per There are no conversion rights, special liquidation rights, pre dissolution or winding or dissolution of holders to offers issue such with contemporaneously Power unless Shares Preferred Participating any Power from acquire to right the Shares (e) (e) of subsection 176(1) of the CBCA. Subject to the rights of holders Preferred Shares, each Subordinate Voting Share entitles participate the equally with all holder other holders of to Subordinate Voting Shares in receive the remaining p any dividend on such share and to Each Subordinate Voting Share entitles the holder to one vote exclusively of another class or series of shares) provided that at all meetings of shareholders (other than meetings separately as a class in the case of an amendment to the Articles of the Corporation referred to in paragraphs (a), (b) and our website at at website our 8.2 Item The following ais of summary the of features the Corporation These capital. share our of and conditions terms all of description complete a for the Corporation Dividends on the of Directors. the Board by declared and when The authorized capital of Power consists of an unlimited number of First Preferred Shares (the an (the Shares Voting Subordinate ITEM 8 8.1 Item

Item 8 – Description of the Share Capital

- s s ’ is is

18 the the the the

Non “

up Power up Cumulative Cumulative - - I O N F O R M erred Shares the the Shares erred es shall be entitled to be Emptive Emptive Right in favour of

- up of Power or other distribution distribution other or Power of up whether whether voluntary or involuntary, - ny declared and unpaid dividends. ny unpaid and declared dividends. 2019 ANNUAL INFORMAT >

he purposes of this paragraph, the the paragraph, this of purposes he Emptive Right. Emptive - of of the holders of the First Preferred Shares up its affairs, bordinate bordinate Voting Shares. Upon any dissolution - any any meeting of its shareholders except as may be priority priority to the Participating Preferred Shares, the

ATION OF CANADA Cumulative Cumulative First Preferred Shar - ntary ntary or involuntary, or any other of distribution the assets of Cumulative Cumulative First Preferred Share plus declared and unpaid - up its affairs, the First Preferred Shares of each series rank on a - nd nd the further right to participate, share and share alike, with the series with such rights, privileges, restrictions and conditions as the the as conditions and restrictions privileges, rights, such with series cumulative cumulative dividend of $0.009375 per share per annum before any - POWER CORPOR

thirds thirds of the holders of Participating Preferred Shares, issue any Subordinate - Subject Subject to the rights of holders of the First Preferred Shares, each Participating

to their holdings an aggregate number of Participating Preferred Shares that is equal equal is that Shares Preferred Participating of number aggregate an holdings their to

s s of shares), provided that holders of Participating Preferred Shares are not entitled to up up of Power, whether volu

- ), in the event of the liquidation, dissolution or winding or dissolution liquidation, the of event the in ), ” pro rata pro ng ng Preferred Shares included in the Corporation’s Articles, the Corporation issued

First PreferredFirst Shares ParticipatingPreferred Shares Participating Preferred Shares to holders who duly exercised the Pre the exercised who duly to holders Shares Preferred Participating

per cent of the number of Subordinate Voting Shares proposed to be issued for a consideration per share that

Cumulative Cumulative First Preferred Shares, the holders of the Non .0 -

Preferred Shares, Subordinate Voting Shares or of shares of any other class of Power ranking junior to the Non junior to the ofranking class Power any other of of or shares Voting Shares Subordinate Preferred Shares, FirstShares. Preferred Non paid and to receive an amount equal to $25.00 per dividends Non before any amount shall be paid or any assets of Power shall be distributed to the holders of Participating Cumulative First Preferred Shares Preferred First Cumulative of the assets of Power among its shareholders for the purpose of winding to prior ranking Power of shares of holders of and Power of creditors all of claims the of satisfaction prior the to subject required by law or as specifically provided in the provisions attaching to the First Preferred Shares of such series. of such Shares Preferred First the to attaching provisions in the provided specifically as or law required by t (for Shares Preferred First G Series and D Series C, Series B, Series A, Series the For parity with Share Preferred First the of Holders Shares. First Preferred First the Preferred to junior ranking Shares shares other any and of Shares Voting Subordinate every other series and in of any series shall not be entitled to notice of or to attend or to vote at liquidation, liquidation, dissolution or winding Power among its shareholders for the purpose of winding Item 8.4 Item more or one in issued be may Shares Preferred First The Board of Directors designates. With respect to the payment of dividends and the ofdistribution assets in the event of holders of Participati 6,006,094 to to 12 issued. be to are Shares Voting Subordinate which the for share amount per capital stated average the equal to On February 12, 2020, in connection with the Reorganization, and in accordance with the Pre Voting Shares unless Power contemporaneously with such issue offers to the holders of Participating Pref Participating of holders issue to offers the such with contemporaneously unless Power Voting Shares Power from acquire to right and by preference over the holders of the Subordinate Voting Shares or any other shares ranking junior to the Participating Participating the to junior ranking shares other any or Shares Voting Subordinate the of holders the over preference by and Preferred entitled Shares, per a are an to amount equal share plus receive to $0.421875 Power may not, without approval of two after after payment of a dividend of $0.009375 per share per annum on the Su winding of the purpose for capital of distribution other any upon or Power of part, in or whole in or liquidation, affairs, the holders of Participating Preferred Shares, subject to the prior rights Preferred Preferred Share entitles the holder to receive a non dividends are paid for the Subordinate Voting Shares, a holders of Subordinate Voting Shares in any dividends that may be paid with respect to the Subordinate Voting Shares vote separately as a class in the case of an amendment to the Articles of the Corporation referred to in paragraphs (a), (b) and (e) of subsection 176(1) of the CBCA. Item 8.3 Item Each Participating Preferred Share entitles the holder to ten votes at all meetings of shareholders (other than meetings exclusively of another class or serie

Item 8 – Description of the Share Capital

Prime “

res per quarter eries eries of First s fect duringeach I O N F O R M

] 1 [

the the holders of First Each Each

the first day of the calendar

] 3 eries. [

s Redemption price declared(plus dividends) and unpaid $50.00 $25.00 $25.00 $25.00 $25.00 2019 15, April since $25.50 2020 15, April after or on $25.25 2021 15, April after or on $25.00 2019 ANNUAL INFORMAT >

redeemed in whole or in part. mmediately preceding

)

–

5.60% 5.35% 5.80% 5.00% 5.60% cumulative annual -

quarterly redemption redemption price of each

) ATION OF CANADA

Fixed nonFixed dividend (payable ing interest rates on Canadian dollar commercial loans made to prime future

POWER CORPOR

– – – – – , if applicable,

and ( , payable quarterly payable , ] 2 [

the applicablepayment dividendwhichrespectinofdate the determination beingismade, and Cumulative dividendfloating of 70.0% of quarter One Prime

equally with all other First Preferred Shares. Preferred First other all with equally

month period which ends on the last day of the calendar month i - s exceeding $50.00 per share.

First Preferred Shares Shares Preferred First is the reference rate as quoted by those two banks for determin First Preferred Shares Preferred First First Preferred Shares Preferred First

First Preferred Shares Preferred First Shares Preferred First First Preferred Shares Preferred First ” Power must make all reasonable efforts to purchase for cancellation on the open market 20,000 1986 Series First Preferred Sha aat price not All series of First Preferred Shares other thethan 1986 FirstSeries Preferred Shares may be Primetwo referenceef forinmeans,any quarterlybanksby dividend arithmetic Rates quoted Prime the average period, the of day during the three month precedingthewhichmonthin Rate commercial borrowers Canada. in

he following table sets out, for each series of First Preferred Shares, the quarterly payable dividend to Series G Series Series B Series C Series D Series 1986 Series 1986 A Series

[3] [2] [1] T Preferred Shares along with the current rank Preferred Shares

Item 9 – Ratings

) ) ) - - + + + + ” dual dual

. A A

A A A A

S&P Low Low “ 20 ( ( (

therefore therefore 1 1 - - , 20, 4

le P le P le 2 I O N F O R M s Ratings Servicess ’ Global scale Global scale Global March March mentioned mentioned ratings. In - s ability and willingness willingness and ability s ’ Canadian sca Canadian sca Canadian

Standard & Poor

2019 ANNUAL INFORMAT

) ” 2 2 > A A A A

- - Pfd Pfd DBRS “ ( assigned assigned a stable trend by DBRS and a stable DBRS Limited s outstanding securities as at at as securities outstanding s ATION OF CANADA and it and

looking measurements that assess an issuer an assess that measurements looking - POWER CORPOR

e last two years. last two e full full obligations in a timely manner, with respect to both dividend and principal

based on forward on based

sell or hold securities and may be subject to revision or withdrawal at any time by the rating rating the by time any at withdrawal or revision to subject be may and securities hold or sell

provide investors provide investors with an assessment of independent the credit quality of an issue or issuer

aid aid customary rating fees to S&P and DBRS in connection with the above and qualitative considerations relevant to the issuer, and the relative ranking claims. of ranking relative and the issuer, to the relevant considerations and qualitative

rm rm obligation rating scale provides an opinion on the risk of default, which is the risk that an issuer will

- RATINGS

websites.

’ s s or classes of securities, are based on the entity itself, without consideration for security or ranking. Ratings that securities ratings are opinions are ratings securities

’ cumulative - Non Preferred shares: Preferred Cumulative 8.57% debentures due April 22, 2039 22, April due debentures 8.57% 2047 31, January due debentures 4.81% 2048 27, July due debentures 4.455% Issuer rating Issuer

commitments. Every DBRS rating is based on quantitative and qualitative considerations relevant to the borrowing entity. entity. borrowing to the relevant considerations and qualitative quantitative on based is rating DBRS Every commitments. The DBRS preferred share scale rating is used in the Canadian securities market and meant is to give an indication of the risk that a borrower will not fulfill its The DBRS long are issued. Ratings been has an obligation which under withterms the in accordance obligations financial its satisfy fail to on basedquantitative to to make timely payments on outstanding obligations (whether principal, interest, dividend, or distributions) with respect obligation. of an to the terms securitie entity. given a for issuer rating the to equal or lower higher, be may securities actual apply to DBRS DBRS DBRS corporate rating analysis begins with an evaluation of the fundamental reflected in an issuer Issuer ratings address rating. credit the overall strength of the issuer creditworthiness and, unlike ratings on indivi of the issuer, which is (A) DBRS LIMITED obligation. an or security a an issuer, of creditworthiness the that reflect opinions are ratings DBRS terms, In general The Corporation has p addition, the Corporation has, in the ordinary course of business, made payments in respect of other services provided to during th DBRS and S&P by the Corporation agency. The definitions of the categories of each rating set forth below have been obtained from agencies the respective rating Credit ratings are intended to is rating security A investor. particular any for securities particular of suitability the to speak not do and securities of buy, to recommendation a not The ratings of the Corporation and its outstanding securities have been S&P. outlook by

ITEM 9 Corporation to the ratings assigned the provides below The table

Item 9 – Ratings

. ; s ” ’ 21 be be ific ific

ture ture

issuing issuing s about about s s s rating ’ asures asures of expected expected niverse niverse of Negative

“ categories two two ratings

designation designation -

” or

” I O N F O R M low rated “ used by DBRS for DBRS by used - opinion regarding regarding opinion

’ ndencies continue, continue, ndencies or or more more susceptible to

Stable ver the intermediate intermediate the ver

” “ , ” high

“ six ratings six

- 1 rated companies. Generally, Generally, companies. rated 1 - highest highest of twenty Positive

“

- is somewhat ifth

f ” + 2019 ANNUAL INFORMAT A “ category. category. >

” term credit rating o credit rating term is is the - A “

+ term term obligation rating scale. The Corporation rated rated entities. Entities in this category may -

” . The absence of either a a either of absence The . ” AA rating rating of A “ ) sign to show relative standing within the major letter letter major the within standing relative show to sign )

- low ’ “ ATION OF CANADA and and

” term term debenture rated - s overall financial capacity (creditworthiness) to pay its financial financial its pay to (creditworthiness) capacity financial overall s ’ high “ s debentures ’ es es is is of good credit quality. The capacity for the payment of financial POWER CORPOR

s ability and willingness to meet senior, unsecured obligations. The ’ 2 2 is the fifth highest of sixteen ratings used by DBRS for preferred shares term term basis using its long - -

quidation, quidation, statutory preferences, or the legality and enforceability of the by by DBRS

” es whose senior bonds are rated in the in the rated are bonds senior whose es A s debentures rating of A is the sixth highest of twenty of highest sixth the is Aof rating debentures s “ ’ 2 2 rating are of satisfactory credit quality, and protection of and dividends principal s s capacity and willingness to meet its commitments financial as they come due. It ’ - cific cific issue may reflect positive or negative adjustments relative to the issuer . The Corporation + obligor the specific issue. the specific

but qualifying negative factors are considered manageable. manageable. are considered factors negative qualifying but S RATINGS SERVICES ’ term term issue credit rating scale. A long - term term debt rated usually usually refers to the issuer - s capacity to meet its financial commitment on the obligation is still strong. still is obligation on the commitment financial its to meet capacity s ’

s preferred shares rating of Pfd ’

rating is A. The Corporation A.The is rating s S&P issuer rating is A ’

2 rating corresponds with compani with corresponds rating 2 term term debt. Long - -

the the adverse effects of changes in circumstances and economic conditions than obligations in higher obligor the however, An An S&P issuer rating Corporation used by S&P in its long term term (typically six months to two years). In determining a rating outlook, consideration economic and/or fundamental isbusiness conditions. An outlook is given not necessarily a precursor of to a rating change or any fu changes in the action. watch credit Most ratings may be modified by the addition of a plus (+) or minus ( minus or (+) plus a of addition the by modified be may ratings Most of long a direction potential the assesses outlook rating An S&P rating categories. the probability that a particular issuer or particular security issue will default. Instead, ratings express relative opinion relative express ratings Instead, default. will issue security particular or issuer particular a that probability the the creditworthiness of an issuer or credit quality of an individual issue, from strongest to weakest, within a credit risk. u Since there are future events and developments that cannot be foreseen, the assignment of credit ratings is not an exact science and, for this reason, S&P ratings opinions are not intended as of guarantees credit quality or as exact me financial financial program. The rating on a spe priority, payment the affect that factors other any (iii) or subordination, explicit (ii) collateral, of presence the (i) for of stability credit or recovery, obligation. In contrast, an issue rating relates to a specific financial obligation, a specific class of financial obligations, or a spec obligations obligations and focuses on the does not apply to any specific financial obligation, as it does not take into account the obligation, nature of and its provisions of the standing in bankruptcy or li (B) STANDARD obligor &an of opinion current a is POOR rating credit issuer S&P An in in Canada. Preferred shares with a Pfd Pfd as strong as not are ratios coverage and sheet balance the earnings, but substantial, still is a Pfd vulnerable to future events, events, future vulnerable to The Corporation DBRS issuer DBRS long obligations is substantial, but of lesser credit quality than that of entity operates. operates. entity DBRS typically assigns issuer ratings on a long The rating trend indicates the direction in which DBRS considers the rating is headed should present te present should headed is rating the considers DBRS which in direction the indicates trend rating The or in some cases, unless challenges are addressed. In general, the DBRS view is based primarily on an evaluation of the issuing entity itself, but may also include consideration of the outlook for the industry or industries in which the Most rating categories are denoted by the subcategori the by denoted are categories rating Most DBRS of respect in guidance provide trends Rating category. the of middle the in is rating the indicates categories three of one into falling trends rating with question, in rating the for outlook the

Item 9 – Ratings

in in 22

I O N F O R M rated rated categories; however, the - highest of twenty ratings used by by used ratings twenty of highest

2019 ANNUAL INFORMAT

fifth > .

highest of highest used eighteen by ratings S&P

is somewhat more susceptible to the adverse

” third - rating is the the is rating A

“ -

A ed ATION OF CANADA issuer. s Canadian national preferred share rating scale corresponds corresponds rating scale share preferred national s Canadian ’ ) rating is the Low (

1 teria teria associated with the determination of ratings on the Canadian - on the obligation is still strong still is obligation on the

) on S&P ) POWER CORPOR s s preferred share ratings on both the global rating scale and on the s ’ Low (

fic fic ratings assigned on the Canadian preferred share scale and the various 1 - rating of P of rating

’ on on about the creditworthiness of an obligor with respect to a specific preferred share looking looking opini - erred share ratings (determined in accordance with global rating criteria) in terms of rating symbols that that symbols rating of terms in criteria) rating global with accordance in (determined ratings share erred s preferred shares preferred s ’ s s Global share preferred A rating scale. P ’ on on S&P

- cts of changes in circumstances and economic conditions than obligations in higher A

effe commitment financial its meet to obligor’s capacity to to a Correspondingly, scale. rating share preferred national Canadian its S&P in its Global preferred share rating scale. A preferred share rat Canadian national scale when listing the ratings for a particular particular a for ratings listing the when scale national Canadian The Corporation rating rating levels on the global debt rating scale of S&P. Canadian is scale The rating determined by fully the global applicable scale rating, and there are no additional analytical cri scale. It is the practice of S&P to present an issuer scale is a forward There market. Canadian the in issuers other by issued shares preferred to relative market, Canadian the in issued obligation is a direct correspondence between the speci The S&P Canadian preferred share rating scale serves issuers, investors and intermediaries in the Canadian financial markets markets financial Canadian the in intermediaries and investors issuers, serves scale rating share preferred Canadian S&P The pref expressing by have been actively used in the Canadian market over a number of years. An S&P preferred share rating on the Canadian

Item 10 – Dividends

2017 1.4105 1.4105 1.4000 1.3375 1.4500 1.2500 0.9994 1.4000 over over the last I O N F O R M

dividends dividends s shares outstanding as at at as outstanding shares s

2018 ’

1.5045 1.5045 1.4000 1.3375 1.4500 1.2500 1.2390 1.4000 2018 quarterly quarterly 29, 29, 2019 28, 2019 ANNUAL INFORMAT > Effective Date 2017 30, June June June 2020 1, May

2019

1.3824 2.0020 2.0020 1.4000 1.3375 1.4500 1.2500 1.4000 . 7 per share) per share) per

0 ATION OF CANADA 050 for each class of the Corporation the of class each for

s Subordinate Voting Shares ’ June 30, 201 June 30,

POWER CORPOR per share to $0.3585 per share) per $0.3585 to share per $0.4 to share per

0 0 increase

over the last three years three last the over quarterly

(from $0.335 $0.382 (from to share per $0.3585 (from

per cent per cent per

Corporation is to pay dividends to the holders of Participating Preferred Shares and Subordinate Subordinate and Shares Preferred Participating of holders the to dividends pay to is Corporation 10.5 per cent (from $0.4050 per share to $0.4475 per share) per $0.4475 to share per $0.4050 (from cent per 10.5 Amount ofAmount the 7.0 6.6 $0.382 (from cent per 6.0

were as follows: as were

w w describes the increases in the Corporation DIVIDENDS

starting with the quarterly dividend payable on on payable quarterly dividend the with starting

First Preferred Shares (POW.PR.F) Shares Preferred First

First Preferred Shares (POW.PR.D) Shares Preferred First First Preferred Shares (POW.PR.G) (POW.PR.G) Shares Preferred First First Preferred Shares (POW.PR.B) Shares Preferred First First Preferred Shares (POW.PR.A) Shares Preferred First (POW.PR.C) Shares Preferred First

May 11, 2018 11, May 2019 14, May 2020 18, March Date of Announcement 2017 12, May 1986 Series Series 1986 G Series Series B Series C Series D Series Participating Preferred Shares (POW.PR.E) Shares Preferred Participating A Series (in dollars)(in (POW) Shares Voting Subordinate

DIVIDEND INCREASESThe table belo three years, The current practice of the the of practice current The Directors. of Board the by approval to subject are dates and amounts dividend future All basis. quarterly a on Shares Voting

December 31, 201 31, December ITEM 10 per share declared dividends The cash

Item 11 – Market for Securities

24 First First ,452

6 25.05 24.75 25.16 24.86 25.14 24.41 25.20 24.70 24.78 23.70 24.99 24.35 25.85 24.95 25.87 25.50 25.55 24.90 Shares, Series G 43,013 41,040 77,028 63,780 25,859 74,897 Preferred 10 199,028 316,862 (POW.PR.G)

st st I O N F O R M Fir 700 900 Series 3,732 48.00 47.50 6,725 45.50 44,25 46.00 45.25 1,300 47.00 45.00 7,000 48.00 46.99 8,300 48.00 46.06 4,835 47.07 46.01 47.00 46.00 45.75 44.50 1,400 Preferred (POW.PR.F) Shares, 1986

0 First First 22.60 22.20 23.03 21.91 22.95 22.25 23.28 22.19 22.50 22.0 22.63 22.15 22.56 21.74 22.30 20.87 22.50 21.70 Shares, Series D 92,696 90,131 44,477 Preferred 386,086 340,450 121,063 137,065 137,656 189,352 (POW.PR.D)

2019 ANNUAL INFORMAT > First 25.83 25.49 25.76 25.22 25.74 25.30 25.60 25.40 25.75 25.37 25.60 25.37 25.70 25.46 25.24 24.65 25.38 25.00 Shares, Series C 74,091 45,941 82,195 90,297 97,379 45,732 82,446 37,313 Preferred 152,813 (POW.PR.C)

First First 24.29 23.62 24.59 23.56 24.55 24.20 24.43 23.54 23.45 24.19 23.62 24.16 22.83 23.51 22.39 23.75 23.22 23.92 Shares, Series B 88,526 59,421 93,491 67,763 77,718 55,978 44,899 70,027 89,482 Preferred ATION OF CANADA (POW.PR.B)

First First 25.25 24.69 25.53 24.61 25.59 25.12 25.35 24.67 25.05 24.68 25.17 24.81 25.11 24.50 24.70 23.50 24.75 24.25 Shares, Series A Series A 82,294 63,070 52,585 43,306 54,980 56,945 39,589 47,954 34,071 Preferred (POW.PR.A) POWER CORPOR

) on a monthly basis for each month of the year ended December 31,

” ------

.00 .00 200 300 100 1 3 TSX S “ 29.00 Shares 29.56 29.04 4,430 3 28.16 4,925 3 30.00 1,300 30.00 30.00 29.00 28.00 33.00 30.00 1,690 29.00 Preferred (POW.PR.E) Participating Participating

(POW) 28.67 27.67 28.11 26.66 30.77 27.80 30.93 27.81 28.95 27.19 28.14 25.40 31.66 28.11 32.60 30.26 26.14 24.16 Subordinate Subordinate 17,959,671 18,004,594 28,121,083 43,819,552 33,101,822 27,633,959 23,964,561 45,537,113 23,127,955 Voting SharesVoting

9 MARKET FOR SECURITIE

9 9

9 9 9 9

. 9 Intraday High ($) High Intraday ($) Low Intraday Volume Intraday High ($) High Intraday ($) Low Intraday Volume Volume ($) High Intraday ($) Low Intraday Volume Intraday High ($) High Intraday ($) Low Intraday Volume ($) High Intraday ($) Low Intraday Intraday High ($) High Intraday ($) Low Intraday Volume Volume ($) High Intraday ($) Low Intraday Volume Intraday High ($) High Intraday ($) Low Intraday Volume ($) High Intraday ($) Low Intraday September 201 September August 201 August July 201 July June 201 June May 201 May April201 March 201 March February 201 February January 201 January

of Power on the Toronto Stock Exchange (the 201 ITEM 11 securities of classes these of each for traded volume and range price the regarding information provides table following The

Item 11 – Market for Securities

25 First First

25.29 24.85 25.63 25.15 25.73 25.27 Shares, SeriesG 55,291 67,583 Preferred 118,074 (POW.PR.G)

st st I O N F O R M Fir 290 770 Series 49.90 47.21 2,400 47.00 46.76 47.50 47.00 Preferred (POW.PR.F) Shares, 1986

First First 22.94 22.32 23.25 22.75 23.85 23.14 Shares, SeriesD 85,329 Preferred 317,204 221,906 (POW.PR.D)

2019 ANNUAL INFORMAT > First 25.94 25.73 25.95 25.70 25.95 25.45 Shares, SeriesC 28,389 54,390 70,041 Preferred (POW.PR.C)

First First 24.50 23.88 24.91 24.32 25.22 24.52 Shares, SeriesB 94,420 61,133 Preferred 123,617 ATION OF CANADA (POW.PR.B)

First First 25.31 25.01 25.66 25.16 25.69 25.20 Shares, Series A SeriesA 32,628 65,860 59,338 Preferred (POW.PR.A) POWER CORPOR

300 550 Shares 37.50 32.61 2,051 30.01 30.00 32.00 31.39 Preferred (POW.PR.E) Participating Participating

(POW) 35.15 31.50 31.21 29.13 32.39 30.50 Subordinate Subordinate 33,200,443 20,391,707 19,617,949 Voting SharesVoting

9 9

Intraday Low ($) Low Intraday Volume ($) High Intraday ($) Low Intraday Volume Intraday High ($) High Intraday ($) Low Intraday Volume ($) High Intraday December 201 December November 201 November October 201 October

Item 12 – Directors and Officers

on 26

] 1

[ and, and,

, , to hold

(Chair), , 201 AUDIT HR G&N (Chair) AUDIT HR G&N G&N, RP&CR AUDIT AUDIT, (Chair) RP&CR Committee Membership RP&CR AUDIT HR G&N (Chair) G&N , I O N F O R M 4 the Corporation

] ]

- - 2 2 [ [

. principal principal occupation

the principal theprincipal

; ; G&N = Governance and Nominating Wittington Wittington

, , current

2019 ANNUAL INFORMAT

hief Executive Officers of and Executive Co Executive and Co Executive and > C

- Mr. R. Jeffrey Orr, President and Chief Executive Committee on February 13, 2020

Group . . They continue to as serve as Chairman and Deputy Chairman of Chairman -

CANADA Chief Executive Officer of the the of Officer Executive Chief the of Officer Executive Chief

- - Canada’s Ambassador to to Ambassador Canada’s States theUnited Vice Limited, Investments, Weston the of company holding Loblaw n/a n/a France de Banque the of Governor n/a n/a n/a Previously held position(s) the(in five past years) Bombardier of Chairman Executive Inc. n/a and President Co Corporation Financial Power of Chairman Co Corporation Financial Power of Chairman

Power Financial.

Human Resources July current Director of the Corporation. Corporation. the of Director current

= on March 18, 2020

, a a , and a a and

publishing 2016 since

leader in in leader

for each for book POWER CORPORATION OF

r. r. and André Desmarais retired as Co

Inc., a a Inc., ] Corporation and of of and Corporation

2 [

since August since

Director since May 2016 May since Director

Financial

of Power Financial Power of Chairmen of Power Financial - Graydon LLP Graydon

President Emeritus of the University theUniversity of Emeritus President Manitoba of & of Board the of Chair Transcontinental America inNorth packaging flexible largestprinter Canada’s and text inschool leader Company of Officer Executive Chief and President of and theCorporation Power Director Company and and the of Chairman Financial Power Dentons at Advisor Business Senior LLP Canada Officer Executive Chief and Chairman investment an Inc., Sumarri of company management Cassels Blake, at Counsel Senior Current Principal Occupation Inc. Bombardier of Chairman transportation diversified company manufacturing 2017 Director Company theCorporation of Chairman Deputy

]

[

acronyms: AUDIT = Audit Committee; May May 1999 2013 May 2010 May 2016 May 2005 May 2014 1988 May 1988 May 2016 May 2001 May Director since May 2005 May 2011 May

and as Executive Co [3]

Membership

DIRECTORS AND OFFICE Directors

Canada ec, Canada ec, Mr. GrahamMr. was also appointed Lead Director on March 23, 2018. Mr. Ryan also served a as Director of Corporation the from 2011May to 2013.May Committee Committee; RP&CR = Related Party Conductand Review Committee. As part of the Reorganization, Messrs. Paul Desmarais, February 13, 2020 Chairman, respectively, of the Board of Directors of the Corporation and of ofOfficer Power Financial, became President and Chief Executive Officer of the Corporation America

Manitoba, Canada Manitoba, T. Timothy Ryan, Jr. Ryan, Timothy T. States United Florida, of Szathmáry J.E. Emőke R. Jeffrey Orr Jeffrey R. Canada Québec, Christian Noyer Christian France Paris, Isabelle Marcoux Isabelle Québ J. David A. Jackson A. David J. Canada Ontario, Anthony R. Graham R. Anthony Canada Ontario, Gary A. Doer A. Gary Canada Manitoba, Paul Desmarais, Jr. Desmarais, Paul Canada Québec, Alberta, Canada Alberta, Desmarais André Québec, Marcel R. Coutu R. Marcel Name and Province/StateName and Country of Residence Beaudoin Pierre Canada Québec, All All Directors listed above were elected as Directors at the Annual Meeting of Shareholders held on May 1 shareholders. of meeting annual next of the close office the until [4] [3] [2] [1] The following table sets forth the full name, province or state and country of residence five years in the last occupation previous if applicable, ITEM 12 12.1 Item

Item 12 – Directors and Officers

- -

, , from from from

from from from May from and and from May from Inc. Inc.

; previously, previously, ;

; previously, previously, ; ; fellow at the at the ; fellow ]

] ]

I O N F O R M 2 2 2 [

President President [ [ - previously, Vice previously, ; previously ; previously

] ] the Ontario Ontario the ; previously, Vice ; previously, ; 2 2 ] ]

[ [ 2 2 [ [ f Power Financial Financial f Power

] ] 2 2 [ er and Vice and er [

to March 2020 March to to March 2020 March to to March 2020 March to

since December 2015; 2015; December since

President, Global Strategy and Strategy Global President,

- President o President - to March 2020 March to 2020 March to

to March 2020 March to to March 2020 March to

President of Power Financial Financial Power of President President of Power Financial Financial Power of President Financial Power of President - - - Vice 2019 ANNUAL INFORMAT

President of Power Financial Financial of Power President Financial of Power President March 2015 March President of Power Financial Financial of Power President Equities Fundamental President, Financial of Power President Chairman of Power Financial of Power Chairman

------

Finance at La Presse at La Presse Finance

CANADA

Vice Vice n/a Vice 2016 September Vice Advisors Global at Street State Investing Vice 2020 March 2010 to January 2017 January and of Power Corporation the of President Financial Vice Senior 2016 September Innovation for Institute Brookfield 2015; October since Entrepreneurship in Minister Deputy previously, Government Offic Chief Financial of 2020 January and Corporation at the Director, Strategy Financial Power previously at Aimia Corporate Development 2020 January Company & McKinsey at Partner n/a n/a Previously held position(s) the(in five past years) n/a Vice 2020 March 2012 to n/a Executive Vice from Company & McKinsey of Senior Director Vice Senior 2017 January and of Power Corporation the of President Financial Vice Senior

[1]

ble ble

and

ve Officer of of Officer ve

Financial

POWER CORPORATION OF Chairman and Chief Chief and Chairman

and and

President and President Corporation of the President - -

President of the Corporation Corporation the of President Corporation the of President Corporation the of President - - - the Corporation the

fficers o President and Head of Corporate Corporate of and Head President President, General Counsel Counsel General President, of the and Controller President Corporation of the President since Corporation of the President President of the Corporation since since Corporation of the President since Corporation of the President since Corporation of the President Chairman of the Corporation Corporation of the Chairman ------Vice of Finance Vice and Corporation the of and Secretary ofFinancial Power Vice Financial Power and of Corporation Vice Vice 2016 September Vice 2016 September Vice 2020 January Vice 2020 January since March 2015 March since Vice Senior 2017 since January Sustaina Power of Executive Officer 2018 June since Inc. Investments Capital Chief Executi and Chairman 2018 July since Sagard Holdings Vice Senior 2017 since January Vice Senior 2016 since September Current Principal Occupation the of Officer Chief Executive and President Power and of Corporation Vice Executive Vice Corporation of the Officer Chief Financial Financial and of Power Executive Vice

ious occupation in the last five years for each current executive and other officers of the Corporation. Corporation. the of officers other and executive each current for years five in the last ious occupation

Bélair Bélair -

Executive andother

, Canada , Richard Pan Pan Richard Canada Québec, Eoin Ó hÓgáin Eoin hÓgáin Ó Canada Québec, Denis Le Vasseu Denis Le Canada Québec, (Henry) Yuhong Liu Canada Québec, Stéphane Lemay Stéphane Lemay Canada Québec, Mei Dong Ontario Hugo Hugo Breton Canada Québec, Arnaud Bellens Bellens Arnaud Canada Québec, Ontario, Canada Ontario, Paul C. Genest Genest C. Paul Paul Desmarais, III Desmarais, Paul Canada Québec, Olivier Desmarais Olivier Desmarais Canada Québec, Claude Généreux Généreux Claude Canada Québec, Gregory D. Tretiak Gregory D. Tretiak Canada Québec, Québec, Canada Québec, Michel Plessis Canada Québec, Name and Province/StateName and Country of Residence Orr R. Jeffrey

Item 12.2 Item The following table sets forth the full name, province or state and country of residence, current principal occupation and, prev if applicable,

Item 12 – Directors and Officers

nce nce May May

ficers ficers of Power the the

March 2018 March from from

] I O N F O R M 2 [ from cial, became President becamecial,

the Canada Pension Pension Canada the ; previously, Senior Senior ; previously,

] 2 [

; previously, Senior Legal Legal Senior ; previously, ] 2 [ 2019 ANNUAL INFORMAT the Corporation and and Corporation the Financial Financial >

to March 2020 March to President of Power Financial Financial of Power President Financial of Power President Board Investment

- -

Power

ecretary of Power Financial Financial of ecretary Power CANADA

the Corporation and of Power Financial si Financial Power of and the Corporation of Counsel the Legal 2016; previously, March Financial Power and of Corporation Previously held position(s) the(in five past years) Vice 2017 of Advisor of Vice 2020 March 2009 to November n/a at Director Managing Plan and Assistant Counsel General Assistant S 2020 to March of Secretary and Assistant Counsel since Financial Power and of Corporation of Counsel Legal Senior previously, 2017; March since since the the

President of President - POWER CORPORATION OF Vice Director of Sagard Holdings Holdings Sagard of Director

since November 2016 November since

President of the Corporation Corporation the of President

- President of the Corporation since May May since Corporation of the President Corporation of the President

Vice - - Assistant General Counsel and Assistant and Assistant Counsel General Assistant March since Corporation of Secretary the 2018 Vice 2017 Vice a and President respectively, 2018, May and 2017 May since and 2016 March ofHoldings Sagard Officer Chief Investment and 2017 May since Corporation Current Principal Occupation

ficer officer the Corporation.

. 4

to to

On February 13, 2020, as part of the Reorganization, Mr. R. Jeffrey Orr, President and Chief Executive Officer of Power Finan Power of Officer Executive Chief and President Orr, Jeffrey R. Mr. Reorganization, the of part as 2020, 13, February On Chiefand Executive Of On March 18, 2020, following the Reorganization, the Board of Directors of Power Financial decided to reduce the number of of Financial from 1

Québec, Canada Québec, Ontario, Canada Ontario, Delia Cristea United States of America of States United Vigna Adam Québec, Canada Québec, Samuel Robinson New York, Luc Reny Luc Reny Name and Province/StateName and Country of Residence Pierre Piché Canada Québec,

[2] [1]

Item 13 – Voting Securities

é he ed 29

Sophie 21 . 8 0.0 0.06 0.10 is, is, nd Andr per centofper included in

Subordinate

Power in turn 6.0 Percentage I O N F O R M ot ot been

7 directly and indirectly own of the issued and outstanding

, 23 Bélair are each a Director and/or a Bélair each are , to to direct the sale or pledge of up - 4 ion is shared by Pansolo and Paul , 2019 534,440 547,029 243,384 1 per cent

As at December 31, 2019, 31,00 Number of sharesNumber 2019 ANNUAL INFORMAT >

Decisions with respect to voting and disposition directly orindirectlydirectlycent 6 per65.0 and

CANADA , as at December 3

led

if if there is no such majority, Paul Desmarais, Jr. a

, Paul Desmarais, Jr. and André Desmarais marais Family Residuary Trust is for the benefit of members of the family of , provided that POWER CORPORATION OF . Paul Desmarais,PaulDesmaraisAndréPlessis Jr., Michel . and

rtin. The trustees also act as voting administrators.

was: was: per cent of the votes attached to the voting securities of Power.

, 8 . 9 61 determined (subject to the of rights

are Bélair and Guy Fo - controlled controlled or directed, directly or indirectly, by all Directors and executive officers of Power as

[2] per cent of the votingofcentthePowerperFinancial,control of shares turn inwhich

4.1 Michel Plessis

6 s shares of Power ’

VOTING SECURITIES 0,000 and 14,000,000 Subordinate Voting Shares of Power, respectively, as discussed below) by a majority of the trustees of t

led , as at December 31, 201 31, December , at as ] 1 [

Following completion the of the Reorganization and of as the date hereof, Power beneficially owns 100 PFC Common Shares of Pansolo to 15,00 Desmarais Family Residuary Trust, excluding Sophie Desmarais may decisionstogether,makesuch actingDesmarais, officer of Power. Other than 29,000,000 Subordinate Voting Shares of Power, for which control and direct Desmarais, Jr. or his designee as to 15,000,000 Subordinate Voting Shares or André Desmarais or his designee as to 14,000,000 Voting Shares, securities controlled by Pansolo have not been included thein table. Securities directly or indirectly controlled or beneficially owned by Power, Power Financial, Lifeco and IGM Financial have n the table. The Desmarais Family Residuary Trust exercises control over Pansolo which voting shares of Power carrying control the voting shares of Lifeco and IGM Financial, respectively. The Des The Honourable Paul G. Desmarais. The trustees of the Desmarais FamilyDesmarais, Residuary Trust are Paul Desmarais, Jr., André Desmara Common Shares Common Shares Common Shares Common Subordinate Voting Shares Voting Subordinate

group

IGM Financial IGM Power Financial Power Lifeco Name Power

[2] [1] beneficially beneficially owned, or a ITEM 13 The aggregate number and percentage of securities of each class of voting securities of Power and its subsidiaries

Item 14 – Committees

Audit Audit nnual nnual

– Canada Canada the areas the

110 110 a member -

member member of in

of this A I O N F O R M

and Designated Designated and d in the areas of of areas in the d 26 hair hair C

currently serves as Senior Senior as serves currently

and and Chairman of Syncrude is the the is

e of each Audit Committee From October 2009 to January January to 2009 October From on the Board of Power Financial Financial Power of Board the on

and and a Governance and Nominating 2019 ANNUAL INFORMAT Committee member is asis follows: member Committee ) in 2012, and and 2012, in ) > ”

Chairman Chairman of the Board of Sunnybrook - President and Chief Financial Officer of Gulf Gulf of Officer Financial Chief and President ed under National Instrument 52 Instrument National under ed - Blakes “ CANADA ional ional Engineers, Geologists and Geophysicists and Mackenzie. He He Mackenzie. and

served as a Director Director a as served as as previously the Premier of Manitoba from 1999 to . He He . from 1991 to 2001. Mr. Jackson has also served as a Director Director a as served also has Jackson Mr. 2001. to 1991 from

. He w e Audit Committee are financially literate (as defined under under defined (as literate financially are Committee Audit e was called to the Bar of Ontario in in 1974. Ontario of Bar to the called was

IT COMMITTEE MEMBERS Canada Life Canada , and , ittees ittees is set forth in the Directors table of page y from the University of Waterloo and an MBA from the University of POWER CORPORATION OF and and IG Wealth Management Wealth IG

). ). mittee is independent (as defin (as independent is mittee

IG Wealth Management Wealth IG of is attached as Appendix A to this Annual Information Form. Information Annual Athis to Appendix as attached is

s general business experience, the education and experienc ivate ivate corporations. He was a Director and the Vice ’ COMMITTEE ND EXPERIENCE OF AUD Audit Committees Audit

– s Ambassador to the United States Putnam, IGM Financial, Financial, IGM Putnam, ’ , de de Board. Mr. Coutu has also held board positions with Gulf Indonesia Resources Limited, 110 110 - S CHARTER ’ Committee, Committee, a Related Party and Conduct Review Committee

in a number of roles in the Legislative Assembly of Manitoba from 1986 Mr. In as to 2005 2009. of 1986 Premier, Assembly Manitoba roles from in of a in the number Legislative . securities securities legislation require the Corporation to have an Audit Committee. The Corporation also appoints r group companies including Lifeco including companies group r orm The current membership of the comm ) and none receives, directly or indirectly, any compensation from Power other than for service as AuditCommittee COMMITTEES retired as a Partner of the law firm Blake, Cassels & Graydon LLP ( LLP Graydon & Cassels Blake, firm law the of Partner a as retired F

served served is is a Company Director. He is a Director of Brookfield Asset Management Inc. and Enbridge Inc. From 2001 to

is a Senior Business Advisor to the law firm Dentons Canada LLP since August 2016. 2016. August since LLP Canada Dentons firm law the to Advisor Business Senior a is

, , he served as Canada Empower Retirement Empower Alberta until 2014. until Alberta several Powe several

Human Human Resources fe,

nformation nformation 2009, 2009, and Mr. Doer Mr. 2016 Western Ontario (now Western University). Mr. Coutu was a member of the Canadian Council of Chief Executives (now the the (now Chief Executives of Council Canadian of member the a Mr. was Coutu University). Western (now Western Ontario Business Council of Canada) and a member of the Association of Profess of Exhibition Exhibition and Stampe Producers. of Petroleum Association Canadian of the Governors of Board and the Partnership Limited Power TransCanada He holds a Bachelor of Science (Honours) in Geolog the Audit Committee of Power since May 2012. He is a Director of several Power group companies including Lifeco, Lifeco, including companies group Power several of Director a is He 2012. May since Power of Committee Audit the Li Financial Expert of the Committee Audit of Inc. Management Asset Brookfield and also serves as a of Director the Calgary Canada Resources Limited. He has more than 25 years of experience in the energy sector, primarily focuse sector, primarily energy in the experience of 25 years than more has He Limited. Resources Canada corporate investment finance, banking, mining, and oil and gas exploration and development. He has been a Mr. Coutu January 1, 2014, he was President and Chief Executive Officer of Canadian Oil Sands Limited Vice Senior previously was Coutu Mr. project. sands oil Canadian a Ltd., Canada of a number of public and pr Health Sciences Centre until June 2011. He holds a Bachelor of Commerce degree from the University of Windsor and a School Law Osgoode Hall from (LL.B.) Laws of Bachelor of and 2020 February to 2013 May from the Chairman the of 1995 Chairman Blakes from to 2001. He was ahis career as throughout recognized leading practitioner of mergers and acquisitions, corporate organizations. He finance has asserved Chairman of the Audit Committee of Power since May 2013. Mr. Jackson is also and a Director corporate governance by numerous independent assessment Mr. Jackson Mr. was He governance. corporate and acquisitions and mergers of areas the in primarily advice providing firm, the to Counsel RELEVANT EDUCATIONIn addition A to each member an Audit as responsibilities her his or of performance to the relevant is member that of the Board of Directors and its committees. All members of th of members All committees. its and Directors of Board the of 52 Instrument National The members of the Audit Committee are J. David A. Jackson, Marcel R. Coutu, Gary A. Doer, T. Timothy Ryan, Jr. and Emőke Emőke and Jr. Ryan, Timothy T. Doer, A. Gary Coutu, R. Marcel Jackson, A. David J. are Committee Audit the of members The Com Audit the of member Each Szathmáry. J.E. Committees The charter of the Audit Committee Committee Audit of the The charter COMPOSITION OF AUDIT Item 14.1 Item AUDIT COMMITTEE a Committee. I ITEM 14 The CBCA and

Item 14 – Committees

s s ’ ’ 31 the the

at United United - nancial, nancial, plomatic plomatic s Medal for for Medal s ’ He He is also a served served as an Power Power group I O N F O R M responsible for for responsible

Szathmáry Szathmáry was

ging ging Director. He Chancellor Chancellor of the - other other member member of its Audit

e e External Auditor (the several several Mr. Doer serves as volunteer volunteer as serves Mr.Doer Chairman Chairman of the Boards of

and and Mackenzie. approved by the Committee, Committee, the by approved

- on on climate change. In 2017, Mr. cial Markets Association (GFMA), s Audit Committee and a member member a and Committee Audit s ’ He He was a Director of Barrick Gold esident esident and Vice een een a member of the Corporation 2019 ANNUAL INFORMAT >

a Director of Previously, Mr. Ryan was President and Chief Chief and President was Ryan Mr. Previously,

. CANADA

several several Power group companies, including Power f the Order of Manitoba. In 2015, she was appointed appointed was she 2015, In Manitoba. of Order the f Japan Private Sector/Government Commission with with Commission Sector/Government Private Japan - IG IG Wealth Management antander antander International. He served as a Director of Markit of Air Canada since May 2018. May since Canada Air of Director Director of Power Financial and a

approval approval of Services Provided by th - 017, 017, she served as Director Director of Putnam. Putnam. In addition, Mr. Ryan is appointed in 2018 in appointed - partisan partisan public policy forum which focuses on Canada - was was a Performing Loans workout, and from 2000 to 2004, he served as a a as served 2004, he to 2000 and from workout, Loans Performing - and and organizations. She has received the Lieutenant Governor Lieutenant the received has She organizations. lso lso a

POWER CORPORATION OF irector irector of several Power group companies, including Power Fi D Until Until May 2 profit profit - . . The Policy sets out audit services that are pre are that services audit sets out .Policy The , and was re was , and ), a global financial services firm. firm. services financial global a ),

” for - Chairman, Financial Chairman, Financial Institutions and Governments, and Mana 2014, 2014, Lloyds Banking Group from March 2009 to April 2013, Power and Power -

2020

Canada Canada Life

assets. assets. He is a Life, Life, Putnam, IGM Financial, J.P. Morgan J.P. “ Mr. Mr. Doer is also a February 2013, 2013, and Lifeco from May 2010 to May 2013. He has b

s s Canada Institute, a non ’ , Canada to to S AND PROCEDURES

President (Academic) at McMaster University in Hamilton and, prior thereto, Dean of the Faculty Faculty the of Dean thereto, prior and, Hamilton in University McMaster at (Academic) President fice fice of Thrift Supervision, U.S. Department of the Treasury, where he served as the principal iversity iversity of Western Ontario (now Western University) in London. She has been a of member the - Ryan Ryan is a graduate of Villanova University and the American University Law School. He

May May 1999 Empower Empower Retirement, Army from 1967 to 1970. 1967 Army from

was named President Emeritus of the University of Manitoba in 2008. She received the title of Professor

s endowments, which oversees the professional investment managers of these funds. Dr. ’ from s Audit Committee since May 2002, and ’ sity is is a Company Director. Until October 2014, he was Managing Director, Global Head of Regulatory Strategy and

and a member of the Audit, Finance & Risk Committee Committee Risk & Finance Audit, the of member a and , which also applies to Power Financial Power to applies also which , ) Empower Empower Retirement sibility for Corporate Restructuring and the Non and the Restructuring Corporate for sibility s global affiliate, until February 2013. Prior to joining SIFMA, Mr. Ryan held a number of senior positions with J.P. ” ’ APPROVAL POLICIE - Chair Chair of the Wilson Centre - Policy “ PRE The Audit Committee has adopted a Policy Regarding Pre Excellence Excellence in Public Administration in Manitoba, as well as seven Honorary Doctorates. Dr. Szathmáry is o a and Canada Fellow of Order of the of the member a is and Canada of Society Royal Rifles Winnipeg Royal the of Honorary Colonel Committee Committee companies including Lifeco and Canada Life. She also serves on the Board of Directors of several national and provincial not philanthropic and research educational, previously Provost and Vice and Provost previously of Social at Science the Un Corporation annual budget, including its trust and endowment funds. She was also a member of the committee that is that committee the of member a also was She funds. endowment and trust its including budget, annual the Univer University of Manitoba, a member of its Board of Governors and a member of the Board the of member a and Governors of Board its of member a Manitoba, of University of the Finance, Administration and Human Resources Committee. University, she was accountable for monitoring and In communicating financial information with respect to the University the course of her administrative duties officer in the U.S. officer in Dr. Szathmáry Emeritus in the Department of Anthropology in 2014. From 1996 to 2008, she was Pr Audit Committee since May 2014 and previously served as a member and the Chairman of the Audit Committee from May May from Committee Audit the of Chairman the and member a as served previously and 2014 May since Committee Audit 2012 to May 2013. Mr. Santander Santander Holdings USA, Inc., Santander Bank, N.A. and Banco S Group Limited from April 2013 to October Financial from May 2011 to May manager of the savings and loan cleanup that involved closing approximately 700 insolvent institutions, improving capital capital improving institutions, insolvent 700 approximately closing involved that cleanup loan and savings the of manager bases, and selling over $300 billion of Financial, Lifeco, respon Ryan Mr. Morgan, J.P. joining Before Korea. Seoul, of Bank KorAm at Committee Audit the of Chairman and member board was the Director of the Of was was a private sector member of the Global Markets Advisory Committee for the U.S. National Intelligence Council from of the U.S. awas 2004, Mr. Ryan member to 2002 2007 to From 2011. global global financial markets participants, and Chief Executive Officer of the SIFMA Global Finan Morgan from 1993 to 2008, including Vice Mr. Ryan ( Co. & Chase JPMorgan for Policy 680 representing association trade a (SIFMA), Association Markets Financial and Industry Securities the of Officer Executive States States relations. In 2010, Mr. Doer was named a Member of the Order of Manitoba and, in 2011, he received a di Council. Affairs World the from award service Lifeco, Lifeco, Director Co Doer Doer was named by Business Week Magazine as one of the top 20 international leaders Doer joined the Trilateral Commission as a member of the North American Corporation from 2016 Group. to 2018.

Item 14 – Committees

32 .

81,000

1 Power Power

2018 1, $57,000)

approved approved $2,000 - of $ to to Deloitte

$58,000 and H2Y 2J3 H2Y

$108,000 8 ngagements. ngagements. audit audit services $1,176,000 $1,344,000 - I O N F O R M e e pre , , these related to Power Power

inancial inancial statements

$10,000 (2018

Power Financial Power ,

2019

2019 Years ended 31 December

$58,000 $49,000 $34,000 and annual annual f

$1,218,000 $1,359,000 $705,000) filings or similar e similar or filings consultations with respect to -

the the services to certain subsidiary entities of audit audit services. Th 2018 - quarterly financial statements and and statements financial quarterly

and and December 31, 201

s Annual Information Form and fees payable fees and Form Information Annual s services to certain subsidiary entities of the ’ 2019 ANNUAL INFORMAT

9 or additional fees in the amount > 2018

00 (2018 tax and other of Lifeco of s Annual InformationForm.

$118,000 $607,000 $100,000 ’ tax ”

respective respective , $1,081,000 $1,906,000

reasonably reasonably related to the performance of the CANADA cial

approved before an engagement is accepted. is engagement an before approved related and - Power - related

- audit audit services. In

- , the Corporation has established procedures for the

audit 2019 . Persons wishing to utilize such procedures may contact contact may procedures such utilize to wishing Persons . of IGM Finan

77,000 00,000 ” $34,000 1 6 approved approved periodically and certain other non Lifeco and IGM Financial, f

- $ $534,000 $1,009,000 $1, Power Financial’s Power are not reported under the audit fees item above. These services services These above. item fees audit the under reported not are

approved approved list of permitted non -

and and .

that s

’ Audit Committee InformationCommittee Audit

“ POWER CORPORATION OF hereafter) hereafter) implement its own policies and procedures to provide that , prospectus and other offering document document offering other and prospectus , Audit Audit Committees

Audit Committee

”

“ – , Deloitte LLP provided respectively. 9 for for the years ended December 31, 201

), ), 110 110 - as follows: as and its subsidiaries, including

the the auditor $434,000

“ cost of translation of various continuous disclosure documents of -

case case basis by the Audit Committee. The Policy further requires that the external 8 - as as

for assurance and related services that are by (201 - AINTS for the review of Power of review the for connection connection with other permitted non

, , which also applies to Power Financial Power to applies also which , for professional professional for services rendered by the auditor for the of audit , respectively, respectively, , for for tax compliance services, assistance with tax audits and assistance with various other tax and and Power Financial

audit audit services and sets out a pre

Power Financial incurred incurred 356,000

[1] , respectively. $ atters

audit audit services is to be reviewed and pre -

[3] nd

and presentations to management to and presentations a

[2] )

incurred

$68,000) incurred

y Power - [3]

S FEES

’

[3] 1,780,000

ent ent auditor (referred to

President, General Counsel and Secretary of the Corporation at 751 Victoria Square, Montréal, Québec Montréal, Square, Victoria 751 at Corporation the of Secretary and Counsel General President,

[2] - questions. 8

RELATED FEES Related Fees Related related related fees were - - - During the financial year ended December 31, 2019, Deloitte LLP provided audit Power Financial, other than Lifeco and IGM Financial, for additional fees in the amount of $711,0 niland (2018 Fees payable by Lifeco are described in the section entitled section the in described are Lifeco by payable Fees by IGM Financial are described in the section entitled During the financial year ended December 31, 201 Corporation, other than (201

All Other Fees Other All TOTAL Audit Fees Audit Audit Fees Tax

controls or auditing m auditing or controls the Vice In accordance with National Instrument 52 receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting These fees were incurred in projects innovation PROCEDURES FOR COMPL related ALL OTHER FEES TAX FEES Tax fees were audit or review of the annual financial statements and statements financial annual the of review or audit consisted primarily of other attest services not standards. and reporting accounting required by statute or regulation and Financial. AUDIT Audit for services provided in connection with regulatory with connection in provided services for In addition, audit fees included the AUDIT FEES Audit fees were Financial Power and Power of The nature of each category of fees is described below. is of described fees category each of The nature [3] [1] [2] AUDITOR Fees payable b were and its affiliates LLP independ pre are services permitted and that provided not are services prohibited outlines outlines prohibited non list of permitted non must be approved on a case

Item 15 – Interest of Management and Others in Material Transactions Item 16 – Material Contracts

33 The The PFC PFC

diluted diluted - FORM ONS I O N on on a non than than 10 per cent of hree hree most recently

irectors or executive executive or irectors 2,436,370 of 2,436,370 the D a a filing is required. ch ch ) ) under Power’s and Power irectors and executive officers officers executive and irectors D common common shares for whi 2019 ANNUAL INFORMAT sed sed for cancellation 49,999,973 of its on December 12, 2019 and the related related the and 2019 12, December on >

A . Pursuant . 4 to Pursuant the bid, www.sedar.com Financial Financial N MATERIAL TRANSACTI in in any transaction within the t

, or (iii) any associate or affiliate of the persons referred to to referred persons of the affiliate or any associate (iii) or , common common share CORPORATION OF CANAD

P O W E R , direct or indirect, NT AND OTHERS I

S by Power were purchased by Power Financial. Power by purchased were Power by

, representing approximately , 7.0 representing per ofcent its issued and outstanding MATERIAL CONTRACT INTEREST OF MANAGEME hares beneficially owned beneficially hares

S ’s respective company profiles, Power is not bound by any material contract Subordinated Voting Shares or Participating Preferred Shares Preferred or Participating Shares Voting Subordinated

ommon ommon

descriptions descriptions of the foregoing agreements, as contained within reference. by herein the incorporated are 2019, 18, December material change report of the Corporation dated voting rights and support agreements entered into by Power and each of Power Financial’s Financial’s Power of each and Power by into entered agreements support and rights voting as well as with Pansolo which were filed on December 18, 2019 on SEDAR ( Financial ITEM 16 Power and Power by into entered agreement arrangement the Except for C On On April 17, 2019, Power Financial completed a substantial issuer bid and purcha common shares at basis of prior per the purchase $33.00 repurchase, price a to completed completed financial years or during the current financial year that has materially affected or is reasonably Corporation. the materially affect expected to officers officers of the Corporation, (ii) shareholders who beneficially own or control directly or indirectly more the in (i) and (ii), has or has had any material interest ITEM 15 the (i) of none Form, Information Annual this in elsewhere described as or below out set as than Other

Item 17 – Transfer Agent Item 18 – Experts

FORM I O N 2019 ANNUAL INFORMAT >

A transfer agent and registrar, Computershare Investor Services Services Investor Computershare registrar, and agent transfer Ordre des comptables professionnels agréés du Québec agréés du professionnels comptables des Ordre CORPORATION OF CANAD P O W E R

ing of the Code of Ethics of the the of Ethics of Code the ing of

EXPERTS TRANSFER AGENT

s s auditor is Deloitte LLP. Deloitte LLP has advised the Corporation that it is independent with respect to the s securities are transferable at the principal offices of its its of offices principal the at transferable are securities s ’ ’

Corporation within the mean the within Corporation ITEM 18 Power Inc., in Toronto, Vancouver and Montréal. and Vancouver Inc., in Toronto, ITEM 17 Power

Item 19 – Environmental, Social and Governance Factors

with

group group

s ’ st st key ESG Power I O N F O R M dedicated dedicated website - CSR

co subsidiaries GLC Asset corruption, corruption, human rights, its - articulating articulating its commitments

performance performance again

s ’ 2019 ANNUAL INFORMAT TORS > Power

including including Life A

these these commitments to third parties –

s , , to highlight some of the organizations it y y to Power Financial)

portfolio portfolio companies to confirm they continue to be . also also extend

tributions tributions it makes to numerous organizations through its Power with CORPORATION OF CANAD

responsible responsible management philosophy. Many of

s s ’ ironmental, social and governance (ESG) factors can have a positive positive a have can factors (ESG) governance and social ironmental, (which (which also appl P O W E R

engage (Leadership) in 201 in (Leadership) L AND GOVERNANCE FAC

Data Data Supplement, which presents -

term performance and ability to create value in a sustainable manner. manner. in sustainable a value create to ability and term performance - its Investment Managers; Investment IGM Financial subsidiaries IG Wealth Management and Power Power

the the Corporation www.PowerCorporationCommunity.com related related topics such as business conduct and ethics, anti - . Power has been a signatory to United Nations Global Compact (UNGC) since 2014. 2014. since (UNGC) Compact Global Nations to United a been signatory has Power . also also been responding to the Climate Change questionnaire of the Carbon Disclosure

), as well as Third Third Party Code of Conduct,

its s profitability, profitability, long s ’

Power Power has to to transparent disclosure with regards to ESG factors. On an annual basis, .

active active ownership approach,

ENVIRONMENTAL, SOCIA its

are are updated

s s approach to community investment consists of the con ’ esponsibility, esponsibility, etc. Through www.powercorporationcsr.com

Mackenzie, as well as GBL. well as as Mackenzie, managed managed in a manner consistent with companies are signatories to the Principles for Responsible Investment (PRI) Management Group, Putnam and Irish Life supports, and the positive outcomes they achieved. they outcomes positive the supports, and As part of Power established has Power initiatives. volunteering employee of support its through and investments, and donations corporate a community investment microsite, metrics A of score a obtaining 2012, (CDP) since Project which it has a business relationship business it a has which Power is committed ( towards and management of ESG respectful and inclusive workplace, r diversity, responsible procurement, data privacy and security, environmental impact on our Corporation on our impact Power has established a series of corporate policies ITEM 19 env of management effective the that recognizes Power

Item 20 – Additional Information

ve ve 36 and and

’

material change change material A T I O N F O R M

s MD&A, which ha ’ interests interests of insiders in and and Power

9 2019 ANNUAL INFORM . Information including Directors including Information . >

A s s securities, stock options and ’ www.sedar.com CORPORATION OF CANAD to file annual and interim financial annual to statements, file and interim financial P O W E R

ON issuers issuers are required

www.sedar.com ADDITIONAL INFORMATI

remuneration remuneration and indebtedness, principal holders of Power

’

Canadian securities legislation. These legislation. Canadian securities reports and copies of material contracts. Investors who wish to do so may view at profiles company such documents under the respective been filed on been SEDAR. filed Power Financial, Lifeco and IGM Financial, the major direct and indirect subsidiaries of Power, are reporting issuers under officers material transactions is, where applicable, contained information is provided in the financial statements for the year ended December 201 31, in its latest Management Proxy Circular. Additional financial ITEM 20 at SEDAR on found be may Power to relating information Additional

Appendix A

’

of of the

of of the Board

than than 48 hours ) is to assist the the assist to is ) ” A T I O N F O R M s discussions and ’

Corporation “ s public disclosure of financial financial of disclosure public s discretion; ’

its

2019 ANNUAL INFORM >

A s interim management ’ s expense, the compensation of such advisors. of such compensation the s expense, ’ as secretary of meetings of the Committee. the of meetings of secretary as

s financial statements, other than the disclosure provided ’

e the Corporation s external auditor; and auditor; external s

’ CORPORATION OF CANAD g of the Canadian Securities Administrators National Instrument Instrument National Administrators Securities Canadian the of g ) of Power Corporation of Canada (the Canada of Corporation Power of ) ”

P O W E R

Corporation st four times every year, and more often if necessary, to discharge its duties duties its discharge to necessary, if often more and year, every times four st

, , the person(s) calling such meeting shall so inform the Chair

Committee “

ION within the meanin the within

ILITIES

s discussions and and analyses; discussions s ’ of the Board

earnings press releases; and releases; press earnings te procedures are in place for the review of the Corporation the of review the for place in are procedures te ties and to set and pay, at the Corporation pay, at the and set and to ties s: ’ ) in reviewing: ” The Committee shall: Committee The A A meeting of the Committee may be called by the Chair of the Committee, by the Chair

– –

Board

“ financially literate financially s financial disclosure; financial s ’ than than the Chair

and and

The Chair, or any person appointed by the Chair, shall shall act Chair, the by appointed person any or Chair, The A The Committee shall meet at lea at meet shall Committee The

A quorum at any meeting of the Committee shall be a majority of the Committee members. Committee of the a be majority shall Committee the of meeting any at quorum A The Committee shall have the authority to engage independent counsel and other advisors as it determines determines it as advisors other and counsel independent engage to authority the have shall Committee The – –

– – other documents containing audited or unaudited financial information, at information, financial unaudited or audited containing other documents interim and annual financial statements; financial annual interim and management annual annual interim and

by the external auditor of the Corporation, or by any member of the Committee, on not less

d adequa that satisfied be information extracted or derived from the Corporation review the Corporation review the a b c unless unless otherwise determined by the Board, approv Board); by the authority of to delegation analyses (pursuant and and report thereon to the Board before such are documents approved by the Board and disclosed to the public; and

3. 2. DUTIES AND RESPONSIBFinancial Disclosure 1. Calling Calling of Meetings Board, notice to the members of the Committee specifying the place, date and time of the meeting. Meetings may be held at ifany time notice without all of waive members notice. If Committee the a meeting of is the Committee by called anyone other Committee. of the Chair and the Advisors du its out carry to necessary Quorum Secretary PROCEDURAL MATTERS Meetings hereunder. and responsibilities the qualifications and independence of the of and independence the qualifications auditor. external the of the performance PURPOSE AND COMPOSIT the Corporation 110. independent

PPENDIX

3.1 3. 2.4 2.5 2.3 2.1 2.2 2. procedures: following observe the shall Committee the and responsibilities, its ofduties discharge the with In connection be 52 1.3 shall whom of all Corporation, the of directors three than less not of composed be shall Corporation the of Committee The 1.1 1.2 1. (the Committee Audit the of purpose The (the of BoardDirectors Audit Committee Charter AuditCommittee Charter A ofCanada Corporation Power

Appendix A

s ’ 38 and and

s report or or report s ’

A T I O N F O R M

the the report of the external t findings, and any restrictions restrictions any and findings, t 2019 ANNUAL INFORM >

A s disclosure relating thereto. relating disclosure s ’

ices ices fees, and consider the impact of such

. Following this review, the Chair shall report to the

audit audit serv

The Chair of the Committee shall review, at least annually, ions and analyses and earnings press releases, and shall

. CORPORATION OF CANAD

audit audit services to be provided to the Corporation or its subsidiary - s discuss

al auditor; and auditor; al ’ P O W E R

s s internal control over financial reporting conducted by the external ’ or attest services; attest or

s engagement, the appropriateness and reasonableness of proposed audit audit proposed of reasonableness and appropriateness the engagement, s ’ s hiring policy regarding partners, employees and former partners and ’

s response; s work; s ’ ’ s financial reporting; financial s Expense Expense Reports ’ approval approval to one or more of its independent members) in accordance with a - ’s ’s

The The Chair of the Committee shall review, at least annually, the application of the

pre

. ft. Following this review, the Chair shall report to the Committee. to the report shall Chair the review, this Following ft.

stablishment, stablishment, maintenance and implementation of disclosure controls and procedures resident resident and Chief Executive Officer P the the

In performing its duties and exercising its powers, the Committee shall consider and address: and consider shall Committee powers, its the exercising and its duties performing In thority to communicate directly with the external auditor; external with the directly communicate to thority The Committee shall: Committee The

Chief Chief Executive Officer – .

compensation of the external auditor; external of the compensation audit, audit, review or attest services for the Corporation, including the resolution of disagreements between approve approve (or delegate such approval policy, all engagements for non - - the the risks related to the e (DC&P) and internal control over and law; applicable with accordance financial reporting (ICFR) in relation to disclosure by the Corporation in review review and approve the Corporation extern and former present the of employees Corporation the approve and review of auditor, change a event of in the review review any evaluation of the Corporation management with auditor, together pre pre entities by the external auditor, together auditor; with external of the independence on the and fees engagements all non meet with the external auditor to discuss the annual financial statements (including auditor thereon) and the interim financial statements (including the review engagement report of the external thereon); auditor review any management letter containing the recommendations of the external auditor, and the response any such recommendations; to relation in management by follow up have the au have the Committee; the to directly report to auditor external require the an auditor of issue or preparation the to related is that auditor external the of work the oversee directly other reporting; financial regarding auditor external and the management regarding its independence; its regarding audi plan, audit the review to management with and auditor external the with meet auditor external the scope of on the that Principles Accounting Accepted Generally in changes any management and auditor external the with review Corporation the to may material be report or performing other audit, review audit, other or report performing auditor external the of terms the review respect with Board the to recommendation a make and fees, audit of payment the to relating issues any and fees, to the review the independence of the external auditor, including an annual report prepared by the external auditor recommend recommend to the Board the external auditor to be appointed for purposes of preparing or issuing an auditor by the financial statements, management procedures. those of adequacy assess the periodically

1. 13. 14. Risk Oversight 11. 12. 9. 10. 6. 7. 8. 4. 5. 2. 3. Committee. Policy on Use of Corporate Aircraft Aircra of Corporate Policy on Use External Audit 1. President President and the expense reports of

3.5 3.3 3.4 3.2

Appendix A

s . ’ 39

secretary of secretary of

ent directors. ent A T I O N F O R M ); and nts nts 10% or of more ”

meet without members of report report from the

Material Operating Subsidiary Operating Material s audit committee, together with a a with together committee, audit s ’ 2019 ANNUAL INFORM >

A Process Memorandum Process “ that of in its that are performance necessary the requested requested by a member of the Committee,

the the processes mandated by its charter and Process

l l of the financial statements of the Direct Subsidiary by and Corporation the between chain ownership orporate

CORPORATION OF CANAD

harter of the Direct Subsidiary the Direct of harter

INGS

P O W E R Bribery Policy. Bribery

- The Committee shall establish procedures for: procedures establish shall Committee The

–

t t of complaints received by the Corporation regarding accounting, internal ” ” means an whose operating net subsidiary represe income

N followed. s.

s Global Anti Global s ’ urity that would reasonably be expected to have a material effect on the Corporation the on effect material a have to expected be reasonably would that urity

The Committee shall be responsible for monitoring the implementation of, and s audit committee confirming that ’

– ” ” means the first Material Operating entity Subsidiary below the Corporation in a corporate

At least four times a year, the members of the Committee shall

– S ATTENDANCE AT MEET ’ Bribery Policy

- Material Operating Subsidiary Direct Subsidiary “ and Corporation; of the the income net “ independ of a of majority comprised is which committee audit an has that chain ownership the Committee shall receive a copy of the c of athe copy shall receive the Committee ( and structure processes its meeting summarizing memorandum at each ofmeeting the Committee, the secretary of the Committee shall table a the Direct Subsidiary been have Memorandum the the Committee shall rely on the review and approva the audit committee and the board of directors of the Direct Subsidiary, and on reports or opinions of statements; the financial on those auditor external

For these purposes: For these a b b c any Direct Subsidiary, the Committee shall review the financial statements of that of that statements the financial review shall Committee the Subsidiary, any Direct Subsidiary: any Direct to With respect a With respect to any Material Operating Subsidiary in the c the in Subsidiary Operating Material any to respect With accounting controls, or auditing matters; and matters; auditing or controls, accounting the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable matter auditing or accounting the risks related to cybersec to related risks the and/or reputation. affairs ongoing business, the receipt, retention and treatmen Camera Camera Sessions -

ACCESS TO INFORMATIO REVIEW OF CHARTER AUDITOR 3. 2. In management present. The Committee shall also periodically meet separately with each of the external auditor and appropriate. deems asCommittee the management, Subsidiaries 1. 2. Global Anti Corporation the with, compliance 2. Procedures Handling Financial Complaints 1.

appropriate. 6. The Committee shall periodically review this Charter and recommend any changes to the Board as it may deem The Committee shall have access to any information, documents and records The to Committee documents any information, shall have access Charter. this under responsibilities its of discharge and the duties the external auditor shall attend every meeting of the Committee held during the term of office of the external auditor. external the of of office the term during held Committee of the meeting every attend shall auditor the external 5. The external auditor shall be entitled to receive notice of every meeting of the Corporation, Committee to attend and, and be heard at at any the meeting of expense the Committee. Ifof so the 4. 3.9 3.8 3.7 3.6

Appendix A

of the Board the of

A T I O N F O R M

2019 ANNUAL INFORM >

A of of any significant issues raised during the performance of

CORPORATION OF CANAD P O W E R of of the Board

ORTING ons as set out herein, by the external auditor or any Committee member, and shall provide the Chair the provide shall and member, Committee any or auditor external the by herein, out set as ons REP

the functi the Committee. the to auditor external by the provided or letters reports written of copies any 7. The Chair of the Committee shall report to the Board, at such times and in such manner, as the Board may from time to time require and shall promptly inform the Chair