2015 ANNUAL REPORT ANNUAL REPORT Table of Contents Chair of the Board of Directors' Letter to Shareholders . Chief Executive Officer's Letter to Shareholders . Management’s Discussion and Analysis . 1 Overview of Cineplex . 1 Business Strategy . 1 Cineplex’s Businesses . Overview of Operations . Results of Operations . Balance Sheets . 4 Liquidity and Capital Resources . 4 Adjusted Free Cash Flow and Dividends . Share Activity . Seasonality and Quarterly Results . 5 Related Party Transactions . 5 Significant Accounting Judgments and Estimation Uncertainties . 5 Accounting Policies . 5 Risks and Uncertainties . 5 Controls and Procedures . 6 Outlook . 6 Non-GAAP Measures . 66 Financial Statements and Notes . 7 Management’s Report to Shareholders . 7 Independent Auditor’s Report . 7 Consolidated Balance Sheets . 7 Consolidated Statements of Operations . 7 Consolidated Statements of Comprehensive Income . 7 Consolidated Statements of Changes in Equity . Consolidated Statements of Cash Flows . 8 Notes to Consolidated Financial Statements. Investor Information . 1 CINEPLEX INC. 2016 ANNUAL REPORT TABLE OF CONTENTS 1 CineplexCineplex Inc. Inc. March 31, 2017 Dear fellow shareholders, It is my pleasure to address you today as Chair of the Board of Directors of Cineplex Inc. As a long-standing Cineplex Board Member, I am honoured to have taken over this position from Phyllis Yaffe following her appointment as Canada’s Consul General in New York. My fellow directors and I have worked closely with senior management throughout the year to ensure Cineplex’s strategic direction continues to position the company for further growth and provide long-term value to shareholders. We are confident with the direction of the company’s four-point strategy, which is outlined as follows: x Continue to enhance and expand existing infrastructure and expand Cineplex’s presence as an entertainment destination for Canadians in-theatre, at-home and on-the-go; x Capitalize on core media strengths and infrastructure to provide continued growth of Cineplex’s media business both inside and outside theatres; x Develop and scale amusement and leisure concepts by extending existing capabilities and infrastructure; and x Pursue selective acquisitions and opportunities that are strategic, accretive and capitalize on Cineplex’s core strengths. The company continues to diversify beyond the traditional exhibition business, reducing its reliance on Hollywood film product. During the past year, management continued to extract value from the core exhibition business, while simultaneously growing the new businesses. Looking ahead, we believe exhibition will remain strong and the emerging businesses (Amusement Solutions, Location Based Entertainment, eSports and Digital Place-Based Media) will continue to grow and become more meaningful contributors to the company’s bottom line. As you review the annual report, I encourage you to take a look at the many accomplishments our team realized in 2016. The Board is committed to the ongoing success of Cineplex and has adopted strong and transparent governance practices. We meet with the CEO, COO and CFO at every Board Meeting in addition to separate strategy and corporate governance meetings. This year, we also created a new streamlined process to review the company’s strategic direction with senior management. We also regularly review the company’s succession plan and believe that Cineplex has the right people in place and a solid depth of management to build on its success and continue to flourish in the future. Additionally, we engage external consultants where appropriate to provide further information or provide assistance on key initiatives. CINEPLEX INC. 2016 ANNUAL REPORT LETTER TO SHAREHOLDERS 2 CineplexCineplex Inc. Inc. We want shareholders to have the opportunity to fully understand the reasoning behind the decisions made by the Board with regards to executive compensation. As such, in 2016 we adopted a “say on pay” policy, in which a non-binding advisory vote on executive compensation will be held at each annual meeting of the shareholders. This advisory vote forms an important part of the ongoing engagement and communication between shareholders and the Board. The Board reviews these results along with other feedback received from our fellow shareholders throughout the year. Before I conclude, I am pleased to advise that Donna Hayes, retired Publisher and CEO of Harlequin Enterprises Ltd, joined the board in November and we are looking forward to adding her expertise to our already diverse member skill set. We believe a gender balance is important for boards, which is why we became an inaugural member of the 30% Club in 2015. To that end, with the addition of Janice Fukakusa, retired CAO and CFO of Royal Bank of Canada, we are proposing a slate with women holding 30% of the Board positions at the upcoming annual meeting. We also believe that board renewal is important for our continued success. As such, the upcoming slate includes Nadir Mohamed, former CEO of Rogers Communications, as a proposed director. Both Anthony Munk and Bob Steacy will be retiring after more than 10 years each on our Board and we sincerely thank them for their long-term hard work and continued support. Please join us at the company’s annual meeting to be held on May 17, 2017 at 10:30 am at Cineplex Cinemas Yonge-Dundas and VIP, 10 Dundas Street East, Toronto, Ontario. On behalf of the entire board, I would like to thank the management team and all employees for their passion and hard work, which drives Cineplex’s success. I would also like to thank my fellow Board members for their dedication and contributions throughout the year. Should you wish to contact me directly, please send your email to [email protected]. Sincerely yours, Ian Greenberg Chair of the Board, Cineplex Inc. CINEPLEX INC. 2016 ANNUAL REPORT >ddZdK^,Z,K>Z^ 3 CineplexCineplex Inc. Inc. March 31, 2017 Dear fellow shareholders: Looking back at 2016, in spite of a challenging year for the film entertainment business, I am proud of the accomplishments and continued growth and diversification Cineplex experienced throughout the year. Total revenue increased 7.8% to $1.5 billion, with increases in all revenue categories. This increase was primarily due to our newly acquired businesses and ongoing efforts to diversify our sources of revenue. Weaker than expected film product in 2016, especially during the fourth quarter, resulted in a 3.2% decline in attendance. Against a tough comparator to the successful films in 2015, this resulted in relatively flat box office revenue of $712.4 million, up 0.2% for the year. Adjusted EBITDA declined 6.3% to $234.0 million, as a result of the decline in attendance, increased operating costs and costs attributed to our emerging businesses as we continue to execute our diversification strategy. While Film Entertainment results were impacted by the weaker product, Cineplex continued to report record results in many other performance metrics. New annual records were established for Box Office per Patron (“BPP”) of $9.55, which increased 3.5% largely due to the continued expansion of premium offerings across the circuit. Premium-priced offerings include 3D, VIP Cinemas, UltraAVX™, IMAX®, D- BOX and now 4DX and Barco Escape. Premium-priced product represented 46.1% of annual box office revenue in 2016, an all-time record for Cineplex. Record Theatre Food Service revenue of $421.2 million, increased 0.7% and Concession per Patron (“CPP”) reached an annual record of $5.65, up 4.1% in 2016. VIP Cinemas, which feature our specialty food menu, was a large contributor to the revenue growth in 2016. Total Media Revenue increased 11.2% to $170.8 million compared to 2015. The increase was due to record digital place-based media revenue, which grew $16.1 million or 39.2% during the year primarily due to an expanded client base and increased project installations. Other revenue increased 95.1% to $171.2 million, resulting from the consolidation of Cineplex Starburst Inc. (now Player One Amusement Group Inc. or “P1AG”) following our acquisition on October 1, 2015 of the remaining 50% that we did not already own and the acquisitions of Tricorp Amusements Inc. (“Tricorp”) and SAW, LLC (“SAW”). In addition, our first location of The Rec Room generated approximately $4.6 million in total revenue in its first full quarter of operations. In summary, box office revenue will fluctuate as a result of the quality and quantity of film released throughout the year. Overall, we are very encouraged by the results of our diversification strategy and the significant progress we’ve made in other areas of our company. CINEPLEX INC. 2016 ANNUAL REPORT LETTER TO SHAREHOLDERS 4 CineplexCineplex Inc. Inc. We look at our business in three main categories—Film Entertainment and Content, Media, and Amusement and Leisure. Film Entertainment and Content Exhibition Theatre exhibition is still the core business of Cineplex. That’s why we remain focused on enhancing and expanding our existing exhibition infrastructure and service offerings to attract new guests and increase frequency by offering the best movie-going experience possible. We do this through continued investment in our premium offerings. As an example, we added Canada’s first 4DX auditorium to Cineplex Cinemas Yonge-Dundas and VIP in Toronto. The 4DX experience features specially-designed motion seats and in-auditorium environmental effects that are synchronized with the action on screen. We also added the immersive Barco Escape technology into three auditoriums, which feature two additional side screens that complement the main screen to create a panoramic viewing range for guests. Our D-BOX presence was significantly expanded by 34 auditoriums in 2016, bringing our total to 77 auditoriums across the circuit at year end. Guests continue to seek out our most luxurious movie-going experience – VIP Cinemas. In 2016, we opened two new locations, bringing our total to 17 locations, encompassing 63 auditoriums with more locations to come over the next few years.