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Printmgr File 2016 ANNUAL INFORMATION FORM March 16, 2017 015ANNUAL INFORMATIONFOR Annual Information Form Table of Contents General Disclosure Matters ..................................................................................... 1 Corporate Structure .................................................................................................... 5 Overview and Development of Our Business................................................. 7 Risk Factors ................................................................................................................. 34 Capital Structure ....................................................................................................... 46 Credit Ratings ............................................................................................................. 47 Dividends/Distributions ........................................................................................ 48 Market For Securities .............................................................................................. 50 Directors and Officers ............................................................................................. 51 Legal Proceedings and Regulatory Actions ................................................. 56 Transfer Agent and Registrar .............................................................................. 56 Material Contracts .................................................................................................... 57 Interest of Experts .................................................................................................... 57 Additional Information ........................................................................................... 57 Schedule A – Glossary of Terms......................................................................... 58 Schedule B – Audit Committee Charter .......................................................... 60 General Disclosure Matters could cause actual results or outcomes to differ Certain References and materially from those expressed in the forward- looking statements. Therefore, any such forward- Glossary looking statements are qualified in their entirety In this Annual Information Form (“AIF”), unless by reference to the factors discussed throughout the context otherwise requires, references to this document. “AutoCanada”, “ACI”, the “Company”, “we”, In particular, material forward-looking statements “us”, “our” or similar terms refer to AutoCanada in this annual information form include: Inc. together with its subsidiaries, the Dealer GPs and the Dealer LPs and any other • our intentions for future growth and its effect franchised automobile dealership owned by the on financial operations; foregoing parties. • our expectations regarding the future of the The “Glossary of Terms” attached as Schedule A Canadian automotive retail industry; to this AIF contains definitions of terms used in • management’s expected usage of GAAP and this AIF. non-GAAP financial measures; Date of Information • our expectation of reduced supply of off- lease vehicles in the future; The information in this AIF is presented as of • our belief that an extended manufacturer’s March 16, 2017, unless otherwise indicated. warranty will increase our potential to retain pre-owned vehicle purchasers as future parts Forward Looking and service customers; Information • our intention to improve our used vehicle Certain statements contained in this AIF are trade-in valuation process; forward-looking information (collectively • our expectation to improve used inventory “forward- looking statements”), within the turnover; meaning of the applicable Canadian securities legislation. We hereby provide cautionary • our belief that relocating certain dealerships statements identifying important factors that may provide growth and the timing and cost could cause our actual results to differ of relocations; materially from those projected in these • our intentions of our incentive and forward-looking statements. Any statements compensation plans; that express, or involve discussions as to, expectations, beliefs, plans, objectives, • our intentions for future focus of marketing assumptions or future events or performance efforts; (often, but not always, through the use of words • our expectation of the effect of current credit or phrases such as “will likely result”, “are conditions on our future operations; expected to”, “will continue”, “is anticipated”, “projection”, “vision”, “goals”, “objective”, • our belief that a higher percentage of all “target”, “schedules”, “outlook”, “anticipate”, repair work will be performed at dealerships; “expect”, “estimate”, “could”, “should”, “expect”, • our goals of retaining long-term customers; “plan”, “seek”, “may”, “intend”, “likely”, “will”, “believe” and similar expressions are not • anticipation that lease options will be historical facts and are forward-looking and exercised for dealership land and buildings; may involve estimates and assumptions and are • our statements regarding the acquisition of subject to risks, uncertainties and other factors franchises in which we currently do not have a some of which are beyond our control and relationship; difficult to predict. Accordingly, these factors Annual Information Form • AutoCanada • Page 1 • statements regarding the amount of time it legislation and regulations is likely to continue; takes for acquisitions and Open Points to • statements that we do not anticipate that any achieve normalized performance; material environmental liabilities will be • statements regarding our competitive incurred in the future; strengths and their effect on operations in • expectation regarding seasonal variations in the future; revenues; • expectation that our supply of vehicles will • statements regarding S&P issuer credit rating; meet the demand in our markets; • our expectation to incur some additional • statements regarding the timing, cost, and administrative and legal costs as the Company structure of dealership acquisitions; adds additional dealerships; • expectations and future plans regarding our • expectations that re-imaging will attract more current and other potential GM acquisitions; customers to its dealerships; and • statements regarding the timing of Open • the impact of working capital requirements and Point franchises commencing operations, its impact on future liquidity. estimated construction costs, and sales targets; Although we believe that the expectations reflected by the forward-looking statements presented in this • the impact of and estimates related to AIF are reasonable, our forward- looking statements dealership real estate relocations and have been based on assumptions and factors purchases and its impact on liquidity, concerning future events that may prove to be financial performance and the Company’s inaccurate. Those assumptions and factors are capital requirements; based on information currently available to us about • guidance with respect to future acquisition ourselves and the businesses in which we operate. and Open Point opportunities; Information used in developing forward-looking statements has been acquired from various sources • targets for inventory turnover and inventory including third-party consultants, suppliers, management; regulators, and other sources. In some instances, • potential future impact of provisions in our material assumptions are disclosed elsewhere in this credit agreements; AIF in respect of forward-looking statements. We caution the reader that the following list of • our beliefs of the future impact of internet assumptions is not exhaustive. The material factors and e-commerce on the Company; and assumptions used to develop the forward- • our anticipated compliance with looking statements include but are not limited to: governmental regulations and assumptions • no significant adverse changes to the with respect to changes in regulations; automotive market, competitive conditions, the • statements we have made regarding future supply and demand of vehicles, parts and dividends of the Company including the service, and finance and insurance products; effect of acquisitions on earnings of the • no significant construction delays that may Company and the payment of dividends; adversely affect the timing of dealership • our expectations regarding macroeconomic relocations and renovations; factors including fuel prices; • no significant disruption of our operations such • our belief that the trend of more expansive as may result from harsh weather, natural and stricter environmental disaster, accident, civil unrest, or other calamitous event; Page 2 • AutoCanada • Annual Information Form • levels of unemployment in our markets and • no significant unexpected technological other macroeconomic factors; event or commercial difficulties that adversely affect our operations; • our suppliers ability to provide a desirable mix of popular new vehicles; • continuing availability of economical capital resources; • the ability to continue financing inventory under similar interest rates; • demand for our products and our cost of operations; • our suppliers ability to continue to provide manufacturer incentive programs; • no significant adverse legislative and regulatory changes; • the loss of key personnel and limited management and personnel resources; • stability of general domestic economic, market, and business conditions; • the ability to refinance or renew credit agreements in the future; • assumptions regarding
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