13031198-v15-Project Zebra - Proxy Circular · 2020-06-29 · MANAGEMENT INFORMATION CIRCULAR with...

TORSTAR CORPORATION

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 21, 2020

and

MANAGEMENT INFORMATION CIRCULAR

with respect to a proposed

PLAN OF ARRANGEMENT

involving

TORSTAR CORPORATION and NORDSTAR CAPITAL LP

June 18, 2020

These materials are important and require your immediate attention. They require shareholders of Torstar Corporation to make important decisions. If you require assistance, please contact your financial, legal, tax or other professional advisors. If you are a shareholder of Torstar Corporation and have any questions or require more information, please contact AST Trust Company (Canada) by telephone at 416-682-3860 or (toll free in North America) at 1-800-387-0825.

RECOMMENDATION TO SHAREHOLDERS:

THE BOARD OF DIRECTORS RECOMMENDS THAT CLASS A AND CLASS B SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION

TORSTAR CORPORATION

June 18, 2020

Dear Shareholders:

You are invited to attend the special meeting of holders of Class A shares and Class B non-voting shares (collectively, the “Shareholders”) of Torstar Corporation (the “Corporation”) to be held on July 21, 2020 at 10:00 a.m. (Toronto time) (the “Meeting”). Out of an abundance of caution, to proactively deal with the public health impact of the novel coronavirus, also known as COVID-19, and to mitigate risks to the health and safety of our communities, Shareholders, employees and other stakeholders, we will be holding the Meeting in a virtual-only format, which will be conducted via live audio webcast online at https://web.lumiagm.com/175007155. During the audio webcast, Shareholders will be able to hear the Meeting live, and registered Shareholders and duly appointed and registered proxyholders will be able to submit questions and vote while the Meeting is being held. We hope that hosting a virtual meeting helps enable greater participation by our Shareholders by allowing Shareholders that might not otherwise be able to travel to a physical meeting to attend online, while minimizing the health risk that may be associated with large gatherings. The accompanying management information circular (the “Circular”) provides important and detailed instructions about how to participate at the virtual Meeting.

At the Meeting, Shareholders will be asked to approve an arrangement (the “Arrangement”) pursuant to the provisions of the Business Corporations Act (Ontario) involving the Corporation and NordStar Capital LP (the “Purchaser”), pursuant to which the Purchaser will acquire all of the issued and outstanding Class A shares (“Class A Shares”) and Class B non-voting shares (“Class B Shares” and, together with the Class A Shares, the “Shares”) of the Corporation.

Each Share will, subject to certain conditions, be acquired for $0.63 per Share in cash (the “Consideration”). The Consideration represents a premium of 66.67% to the volume-weighted average price of the Class B Shares on the Toronto Stock Exchange for the 20 trading days ending May 25, 2020, the last trading day prior to the announcement of the Arrangement.

The Arrangement was recommended by a special committee of the board of directors of the Corporation (the “Board”) composed entirely of independent directors (the “Special Committee”). The Special Committee was initially comprised of Linda Hughes (Chair), Daniel Jauernig, Alnasir Samji and Paul Weiss. Mr. Weiss retired from the Board on May 6, 2020, but continued as an advisor to the Special Committee until the Arrangement was announced.

The Board, following receipt of the unanimous recommendation by the Special Committee:

determined that the Arrangement is fair and reasonable to the Shareholders and is in the best interest of the Corporation,

approved the entry by the Corporation into an agreement with the Purchaser with respect to the Arrangement and the transactions contemplated thereby (the “Arrangement Agreement”), and

recommends that Shareholders vote FOR the Shareholders’ resolution to approve the Arrangement.

Blair Franklin Capital Partners Inc. (“Blair Franklin”) and Marckenz Group Limited (“Marckenz Capital”) were retained by the Special Committee and the Corporation, respectively, as financial advisors in respect of the Arrangement. Blair Franklin and Marckenz Capital each provided the Special Committee and the Board with an opinion to the effect that, as at May 26, 2020, subject to the assumptions, limitations

and qualifications contained therein, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders. A copy of each of the Blair Franklin fairness opinion and the Marckenz Capital fairness opinion, which should be read carefully and in their entirety, along with other relevant background information related to the involvement of Blair Franklin and Marckenz Capital, have been included in this Circular.

The trustees of the voting trust governed by the voting trust agreement dated as of October 1, 1992 among the Corporation, National Trust Company and the Shareholders party thereto, as amended from time to time (the “Voting Trust”) (in respect of approximately 93.2% of the Shares subject to such trust) have agreed to vote in favour of the Arrangement. Moreover, each of the directors of the Corporation who are not also trustees of the Voting Trust and who hold Class A Shares or Class B Shares have entered into voting support agreements pursuant to which they have agreed, subject to the terms thereof, to vote the Shares over which they exercise voting control in favour of the Arrangement. Hamblin Watsa Investment Counsel Ltd., a wholly-owned subsidiary of Fairfax Financial Holdings Limited (“Fairfax Financial”), the Corporation’s largest Shareholder, has also entered into a voting support agreement with the Purchaser pursuant to which it has agreed, subject to the terms thereof, to vote all of the Class B Shares owned or controlled by Fairfax Financial, representing approximately 40.3% of the outstanding Class B Shares, in favour of the Arrangement. In the aggregate, parties holding or controlling approximately 84.3% and 57.6% of the Class A Shares and Class B Shares, respectively, and an aggregate of approximately 60.8% of the total number of issued and outstanding Shares, have agreed to vote in favour of the Arrangement.

To be implemented, the Arrangement requires approval of at least two thirds of the votes cast by the holders of the Class A Shares and Class B Shares voting together as a single class. The Arrangement will also require approval of a simple majority of the votes cast by the holders of the Class A Shares and Class B Shares, each voting as a separate class and excluding those Shares required to be excluded for the purpose of determining if minority approval is obtained pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Parties holding approximately 97.9% of the Class A Shares and approximately 53.4% of the Class B Shares, which, in each case, are not required to be excluded as part of minority approval, have agreed to vote their Shares in favour of the Arrangement. The Arrangement is also subject to the approval of the Ontario Superior Court of Justice (Commercial List) and the satisfaction of other customary closing conditions, including receipt of regulatory approvals. The Arrangement is not conditional on the Purchaser obtaining financing.

If the required Shareholder and court approvals are obtained and all other conditions to the Arrangement are satisfied, it is anticipated that the Arrangement will be completed on or about July 28, 2020.

This Circular provides a detailed description of the Arrangement and includes additional information to assist you in considering how to vote at the Meeting. You are urged to read this information carefully and, if you require assistance, to consult your own financial, legal, tax or other professional advisor.

Your vote is important regardless of the number of Shares you own. If you are unable to attend the virtual Meeting, we encourage you to take the time now to complete, sign, date and return the enclosed form of proxy or voting instruction form, as applicable, so that your Shares can be voted at the Meeting in accordance with your instructions. If you are a registered Shareholder, we also encourage you, regardless of how you vote, to complete, sign, date and return the enclosed letter of transmittal, which will help the Corporation to arrange for the prompt payment for your Shares if the Arrangement is completed.

If you have any questions about the information contained in the Circular or require assistance in completing your form of proxy or letter of transmittal, please contact the Corporation’s transfer agent and depositary for the Arrangement, AST Trust Company (Canada), by telephone at 416-682-3860 or (toll free in North America) at 1-800-387-0825.

On behalf of the Board, we would like to take this opportunity to thank you for the support you have shown as Shareholders of the Corporation.

Yours very truly,

John Honderich Chair of the Board of Directors

TORSTAR CORPORATION

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the “Meeting”) of the holders of Class A shares and Class B non-voting shares (collectively, the “Shareholders”) of Torstar Corporation (the “Corporation”) will be held as a virtual-only meeting via live audio webcast online using the LUMI meeting platform at https://web.lumiagm.com/175007155 on July 21, 2020 at 10:00 a.m. (Toronto time), subject to any adjournment(s) or postponement(s) thereof, for the following purposes:

1. to consider, and, if deemed advisable, to pass, with or without variation, a special resolution (the “Arrangement Resolution”), the full text of which is set forth in Appendix A of the accompanying management information circular (the “Circular”), to approve an arrangement (the “Arrangement”) pursuant to Section 182 of the Business Corporations Act (Ontario) (the “OBCA”) involving the Corporation and NordStar Capital LP (the “Purchaser”) whereby, among other things, the Purchaser will acquire all of the Class A shares and Class B non-voting shares of the Corporation for cash consideration of $0.63 per share, as further described in the Circular; and

2. to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

The Board of Directors of the Corporation has set the close of business on June 10, 2020 as the record date for determining the Shareholders who are entitled to receive notice of, and to vote at, the Meeting. Only persons shown on the register of Shareholders at the close of business on that date, or their proxyholders, will be entitled to attend the Meeting and vote on the Arrangement Resolution.

Out of an abundance of caution, to proactively deal with the public health impact of the novel coronavirus, also known as COVID-19, and to mitigate risks to the health and safety of our communities, Shareholders, employees and other stakeholders, we will be holding the Meeting in a virtual-only format, which will be conducted via live audio webcast online at https://web.lumiagm.com/175007155. During the audio webcast, Shareholders will be able to hear the Meeting live, and registered Shareholders and duly appointed and registered proxyholders will be able to submit questions and vote while the Meeting is being held. We hope that hosting a virtual meeting helps enable greater participation by our Shareholders by allowing Shareholders that might not otherwise be able to travel to a physical meeting to attend online, while minimizing the health risk that may be associated with large gatherings. The accompanying Circular provides important and detailed instructions about how to participate at the virtual Meeting.

Registered Shareholders and duly appointed and registered proxyholders will be able to attend, submit questions and vote at the Meeting virtually at https://web.lumiagm.com/175007155, using password “torstar2020” (case sensitive). Beneficial (non-registered) Shareholders who receive this notice of special meeting of Shareholders and related materials through their broker, investment dealer, bank, trust company, custodian, nominee or other intermediary, should carefully follow the instructions of their intermediary to ensure that their shares are voted at the Meeting in accordance with such Shareholders’ instructions and to arrange for their intermediary to complete the necessary transmittal documents to ensure that they receive payment of the consideration for their shares if the Arrangement is completed.

Beneficial (non-registered) Shareholders are advised that voting through a proxyholder at the Meeting will include, as a result of the virtual nature of the Meeting, the additional step of registering proxyholders with our transfer agent, AST Trust Company (Canada), after submitting their form of proxy or voting instruction

form, as applicable. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a “Control Number” to participate in the Meeting and only being able to attend as a guest. Beneficial (non-registered) Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests but will not be able to vote or submit questions at the Meeting. Please refer to the instructions provided in the Circular under the heading “General Proxy Matters – Appointment of Proxies”.

Whether or not they are able to attend the Meeting, Shareholders are urged to vote as soon as possible electronically, by telephone, email, facsimile or in writing, by following the instructions set out on the form of proxy or voting instruction form, as applicable, which accompanies this notice of special meeting of Shareholders. Votes must be received by AST Trust Company (Canada) not later than 10:00 a.m. (Toronto time) on July 17, 2020, or not less than 48 hours (Saturdays, Sundays and statutory holidays excepted), prior to the time any adjourned meeting is reconvened or any postponed meeting is convened.

Pursuant to the interim order obtained from the Ontario Superior Court of Justice (Commercial List) in respect of the Arrangement (the “Interim Order”), registered Shareholders of the Corporation have the right to dissent with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of their shares in accordance with the provisions of Section 185 of the OBCA, as modified by the Interim Order and the plan of arrangement pertaining to the Arrangement (the “Plan of Arrangement”). A registered Shareholder wishing to exercise rights of dissent with respect to the Arrangement must send to the Corporation a written objection to the Arrangement Resolution, which written objection must be received by the Corporation at 1 Yonge Street, Toronto, Ontario, M5E 1E6, Attention: Marie E. Beyette, Senior Vice President, General Counsel & Corporate Secretary by no later than 5:00 p.m. (Toronto time) on July 17, 2020 (or by 5:00 p.m. on the second business day immediately preceding the date that any adjourned or postponed Meeting is reconvened), and must otherwise strictly comply with the dissent procedures set forth in Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement, and described in the Circular. The registered Shareholders’ right to dissent is more particularly described in the Circular, and copies of the Plan of Arrangement, the Interim Order and the text of Section 185 of the OBCA are set forth in Appendix B, Appendix E and Appendix G, respectively, of the Circular. Anyone who is a beneficial owner of shares and who wishes to exercise a right of dissent should be aware that only registered Shareholders are entitled to exercise a right of dissent. Accordingly, a beneficial (non-registered) Shareholder who desires to exercise a right of dissent must make arrangements for the Shares beneficially owned by such holder to be registered in the name of such holder prior to the time the notice of dissent is required to be received by the Corporation or, alternatively, make arrangements for the registered Shareholder of such Shares to exercise the right of dissent on behalf of such Shareholder. A Shareholder wishing to exercise a right of dissent may only exercise such rights with respect to all Shares registered in the name of such Shareholder. It is recommended that you seek independent legal advice if you wish to exercise a right of dissent. Failure to strictly comply with the requirements set forth in Section 185 of the OBCA, as modified by the Interim Order and the Plan of Arrangement, may result in the loss of any right of dissent.

By order of the Board of Directors


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TABLE OF CONTENTS

Page

GLOSSARY OF TERMS ............................................................................................................................. 1

MANAGEMENT INFORMATION CIRCULAR ...................................................................................... 13

INFORMATION ABOUT THE PURCHASER ......................................................................................... 13

NOTICE TO SHAREHOLDERS NOT RESIDENT IN CANADA .......................................................... 13

CURRENCY ............................................................................................................................................... 14

FORWARD-LOOKING STATEMENTS .................................................................................................. 14

QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE ARRANGEMENT .................... 16

SUMMARY OF CIRCULAR ..................................................................................................................... 21

Meeting and Record Date ....................................................................................................................... 21

The Arrangement Resolution .................................................................................................................. 21

Voting at the Meeting ............................................................................................................................. 21

Effect of the Arrangement ...................................................................................................................... 21

The Parties .............................................................................................................................................. 21

Background to the Arrangement ............................................................................................................. 22

Recommendations of the Special Committee and the Board .................................................................. 22

Reasons for the Recommendations ......................................................................................................... 22

Fairness Opinions.................................................................................................................................... 23

Arrangement Mechanics ......................................................................................................................... 23

The Arrangement Agreement.................................................................................................................. 23

Voting Support Agreements ................................................................................................................... 24

Non-Solicitation and Right to Match ...................................................................................................... 24

Termination Fees .................................................................................................................................... 24

Shareholder Approval of the Arrangement ............................................................................................. 24

Court Approval of the Arrangement ....................................................................................................... 25

MI 61-101 Requirements ........................................................................................................................ 25

Stock Exchange De-Listing and Reporting Issuer Status ....................................................................... 25

Dissent Rights ......................................................................................................................................... 25

Depositary ............................................................................................................................................... 25

Risk Factors ............................................................................................................................................ 26

Income Tax Considerations .................................................................................................................... 26

GENERAL PROXY MATTERS ................................................................................................................ 27

Meeting Information ............................................................................................................................... 27

Voting Instructions .................................................................................................................................. 28

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Exercise of Discretion by Proxies ........................................................................................................... 30

How the Votes Will be Counted ............................................................................................................. 30

Appointment of Proxies .......................................................................................................................... 30

If you are Unable to Attend the Virtual Meeting .................................................................................... 31

THE ARRANGEMENT ............................................................................................................................. 32

Background to the Arrangement ............................................................................................................. 32

Considerations of the Special Committee and the Board in Making their Recommendations ............... 38

Recommendation of the Special Committee ........................................................................................... 41

Recommendation of the Board ............................................................................................................... 42

Fairness Opinions.................................................................................................................................... 42

Voting Support Agreements ................................................................................................................... 44

Description of the Arrangement .............................................................................................................. 46

Certain Legal and Regulatory Matters .................................................................................................... 49

Treatment of DSUs, RSUs and Options.................................................................................................. 55

THE ARRANGEMENT AGREEMENT .................................................................................................... 55

The Arrangement .................................................................................................................................... 56

Covenants ................................................................................................................................................ 57

Representations and Warranties .............................................................................................................. 63

Conditions to Closing ............................................................................................................................. 63

Acquisition Proposals ............................................................................................................................. 65

Termination of the Arrangement Agreement .......................................................................................... 68

Termination Fees .................................................................................................................................... 70

Expenses ................................................................................................................................................. 72

Amendments ........................................................................................................................................... 72

THE ESCROW AGREEMENT.................................................................................................................. 72

DISSENT RIGHTS OF SHAREHOLDERS .............................................................................................. 72

INFORMATION REGARDING THE CORPORATION .......................................................................... 75

General .................................................................................................................................................... 75

Description of Share Capital ................................................................................................................... 76

Trading in Shares .................................................................................................................................... 76

Ownership of Shares ............................................................................................................................... 76

Commitments to Acquire Shares ............................................................................................................ 80

Benefits from the Arrangement............................................................................................................... 80

Insider Support of the Arrangement........................................................................................................ 81

Previous Purchases and Sales by the Corporation .................................................................................. 81

Previous Distributions ............................................................................................................................. 81

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Dividend Policy ...................................................................................................................................... 82

Expenses of the Corporation ................................................................................................................... 83

Interest of Informed Persons in Material Transactions ........................................................................... 83

Material Change in the Affairs of the Corporation ................................................................................. 83

Other Information ................................................................................................................................... 83

Auditors .................................................................................................................................................. 83

Transfer Agent ........................................................................................................................................ 83

INFORMATION REGARDING THE PURCHASER ............................................................................... 83

RISK FACTORS ........................................................................................................................................ 84

Risks Relating to the Arrangement ......................................................................................................... 84

Risks Relating to the Corporation ........................................................................................................... 87

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS............................................. 87

Disposition of Shares under the Arrangement ........................................................................................ 88

Dissenting Holders of Shares .................................................................................................................. 88

Capital Gains and Capital Losses............................................................................................................ 88

Additional Refundable Tax ..................................................................................................................... 89

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON ....................................... 89

INTERESTS OF EXPERTS ....................................................................................................................... 89

OTHER BUSINESS ................................................................................................................................... 89

ADDITIONAL INFORMATION ............................................................................................................... 89

APPROVAL BY DIRECTORS .................................................................................................................. 90

CONSENT OF BLAIR FRANKLIN CAPITAL PARTNERS INC. .......................................................... 91

CONSENT OF MARCKENZ GROUP LIMITED ..................................................................................... 92

APPENDIX A ARRANGEMENT RESOLUTION ................................................................................ A-1

APPENDIX B PLAN OF ARRANGEMENT ......................................................................................... B-1

APPENDIX C BLAIR FRANKLIN FAIRNESS OPINION ................................................................... C-1

APPENDIX D MARCKENZ CAPITAL FAIRNESS OPINION ........................................................... D-1

APPENDIX E INTERIM ORDER .......................................................................................................... E-1

APPENDIX F NOTICE OF APPLICATION FOR FINAL ORDER ...................................................... F-1

APPENDIX G DISSENT PROVISIONS OF THE OBCA ..................................................................... G-1

GLOSSARY OF TERMS

In this Circular, the following capitalized words and terms shall have the following meanings:

“Acquisition Proposal” means, other than the transactions contemplated by the Arrangement Agreement, any bona fide offer or proposal (written or oral) from any Person or group of Persons other than the Purchaser (or any of its affiliates) relating to: (a) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or exclusive license involving the Corporation and/or any of its Subsidiaries owning 20% or more of the consolidated assets of the Corporation; (b) any direct or indirect sale or disposition (or any license, lease or other arrangement having the same economic effect as a sale or disposition) in a single transaction or a series of transactions, of assets representing 20% or more of the consolidated assets of the Corporation, 20% or more of the consolidated revenues of the Corporation, or 20% or more of the voting or equity securities of the Corporation (or rights or interests therein or thereto); (c) any direct or indirect take over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities of the Corporation, or any of its Subsidiaries owning 20% or more of the consolidated assets of the Corporation (or securities convertible into or exchangeable or exercisable for such voting or equity securities assuming, if applicable, the conversion, exchange or exercise of such securities convertible into or exchangeable or exercisable for such voting or equity securities); or (d) any other similar transaction or series of transactions involving the Corporation; provided that, in each case, the consolidated assets of the Corporation shall be deemed to include its Subsidiaries, its Investments and its direct or indirect interests in the Joint Ventures.

“Action” means any litigation, legal action, lawsuit, claim, grievance, complaint, investigation, reassessment, audit or other proceeding (whether civil, administrative, quasi-criminal or criminal) by or before any Governmental Entity.

“affiliate” has the meaning specified in the OBCA.

“ARC” has the meaning set out in “The Arrangement – Certain Legal and Regulatory Matters – Regulatory Approvals”.

“Arrangement” means the proposed arrangement of the Corporation under Section 182 of the OBCA in accordance with the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Arrangement Agreement, the Plan of Arrangement and the Interim Order or made at the direction of the Court in the Final Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

“Arrangement Agreement” means the arrangement agreement made as of May 26, 2020, between the Purchaser and the Corporation (including the Schedules thereto), as it may be amended, modified or supplemented from time to time in accordance with its terms.

“Arrangement Resolution” means the special resolution of the Shareholders approving the Plan of Arrangement to be considered at the Meeting, substantially in the form set out in Appendix A to this Circular.

“Articles of Arrangement” means the articles of arrangement of the Corporation in respect of the Arrangement required by the OBCA to be sent to the Director after the Final Order is made, which shall

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include the Plan of Arrangement and otherwise be in form and content satisfactory to the Corporation and the Purchaser, each acting reasonably.

“associate” has the meaning specified in the OBCA.

“Atkinson Principles” has the meaning set out in “Information Regarding the Corporation – Ownership of Shares – The Voting Trust”.

“Beneficial Shareholder” has the meaning set out in “General Proxy Matters – Voting Instructions – Beneficial Shareholders”.

“Blair Franklin” means Blair Franklin Capital Partners Inc.

“Blair Franklin Engagement Agreement” has the meaning set out in “The Arrangement – Fairness Opinions – Fairness Opinion of Blair Franklin”.

“Blair Franklin Fairness Opinion” means the opinion of Blair Franklin addressed to the Board and the Special Committee to the effect that, as of the date of such opinion, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders.

“Blakes” means Blake, Cassels & Graydon LLP.

“Board” means the board of directors of the Corporation, as constituted from time to time.

“Board Recommendation” means the Board’s determination (a) that the Arrangement is fair and reasonable to the Shareholders; (b) that the Arrangement is in the best interest of the Corporation; and (c) to recommend that Shareholders vote in favour of the Arrangement Resolution.

“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which major banks are generally closed for business in Toronto, Ontario.

“Canso” has the meaning set out in “The Arrangement – Background to the Arrangement”.

“CDS” means CDS Clearing and Depositary Services Inc.

“Certificate of Arrangement” means the certificate of arrangement giving effect to the Arrangement to be issued by the Director pursuant to subsection 183(2) of the OBCA in respect of the Articles of Arrangement.

“Change in Recommendation” has the meaning ascribed to it under “The Arrangement Agreement – Termination of the Arrangement Agreement”.

“Circular” means this management information circular and accompanying Notice of Meeting (including all Appendices hereto) including any amendments or supplements hereto in accordance with the terms of the Arrangement Agreement.

“Class A Shares” means the Class A shares in the capital of the Corporation.

“Class B Shares” means the Class B non-voting shares in the capital of the Corporation.

“Commissioner” has the meaning set out in “The Arrangement – Certain Legal and Regulatory Matters – Regulatory Approvals”.

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“Commitment Letter” means the commitment letter between the Purchaser and the Financing Sources identified therein dated May 26, 2020.

“Competition Act” means the Competition Act (Canada).

“Competition Act Approval” means, in respect of the transactions contemplated by the Arrangement Agreement, either: (a) the issuance of an advance ruling certificate pursuant to Section 102 of the Competition Act; or (b) both of (i) the expiry, waiver or termination of any applicable waiting periods under Section 123 of the Competition Act, and (ii) the Commissioner of Competition, or his designee, shall have issued a No Action Letter.

“Confidentiality Agreement” means the letter agreement dated March 27, 2020 between the Corporation and Jordan Bitove and as assigned by Jordan Bitove to the Purchaser.

“Consideration” means $0.63 in cash per Share.

“Contract” means any legally binding written or oral agreement, commitment, engagement, contract, license, lease, obligation or undertaking to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries is bound or affected, or to which any of their respective properties or their assets is subject.

“Control Number” has the meaning set out in “General Proxy Matters – Meeting Information – Registered Shareholders”.

“Corporation” or “Torstar” means Torstar Corporation, a corporation incorporated under the Laws of the Province of Ontario.

“Corporation Employees” means the employees, including part time and full time employees of the Corporation or any of its Subsidiaries, as the case may be.

“Corporation Termination Fee” means the sum of (a) $2,000,000 and (b) an amount equal to all reasonable documented out-of-pocket expenses, costs and fees of the Purchaser and its affiliates owed to third parties incurred in connection with the transactions contemplated by the Arrangement Agreement and related financings not to exceed $1,500,000 in the aggregate (inclusive of Taxes) against invoices or receipts therefor to the Purchaser, which sum shall be payable by the Corporation to the Purchaser in accordance with the terms of the Arrangement Agreement.

“Corporation Termination Fee Event” has the meaning set out in “The Arrangement Agreement – Termination Fees”.

“Court” means the Ontario Superior Court of Justice (Commercial List).

“COVID-19 Measures” has the meaning specified in “The Arrangement Agreement – Covenants”.

“CRA” means the Canada Revenue Agency.

“Demand for Payment” has the meaning set out in “Dissent Rights of Shareholders”.

“Depositary” means AST Trust Company (Canada), in its capacity as depositary for the Arrangement.

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“Depositary Agreement” means the agreement entered into among the Depositary and the Parties dated the date hereof relating to, among other things, the deposit of Shares by the Shareholders, the terms and conditions of which must be satisfactory to the Parties, each acting reasonably.

“Director” means the Director appointed pursuant to Section 278 of the OBCA.

“Director DSU Plan” means the directors’ deferred share unit plan of the Corporation effective as of January 1, 2003, as amended from time to time.

“Dissent Notice” has the meaning set out in “Dissent Rights of Shareholders”.

“Dissent Rights” has the meaning set out in “Dissent Rights of Shareholders”.

“Dissenting Holder” has the meaning set out in “Certain Canadian Federal Income Tax Considerations – Dissenting Holders of Shares”.

“Dissenting Shareholder” has the meaning set out in “Dissent Rights of Shareholders”.

“Dissenting Shares” has the meaning set out in “Dissent Rights of Shareholders”.

“DRIP” means the dividend reinvestment plan of the Corporation as amended from time to time.

“DSU” means a deferred share unit issued under either of the DSU Plans.

“DSU Holders” means the holders of DSUs.

“DSU Plans” means the Director DSU Plan and the Executive DSU Plan.

“Effective Date” means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

“Effective Time” means 12:05 a.m. (Toronto time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

“Escrow Agent” means AST Trust Company (Canada), in its capacity as escrow agent under the Escrow Agreement.

“Escrow Agreement” means the escrow agreement among the Escrow Agent, the Purchaser and the Corporation dated May 25, 2020.

“ESPP” means the employee share purchase plan of the Corporation as amended from time to time.

“Excluded Shareholders” has the meaning set out in “The Arrangement – Certain Legal and Regulatory Matters – Securities Law Matters”.

“Excluded Votes” has the meaning set out in “The Arrangement – Certain Legal and Regulatory Matters – Securities Law Matters”.

“Executive DSU Plan” means the optional executives’ deferred share unit plan of the Corporation effective as of January 1, 2003, as amended from time to time.

“Fairfax Financial” means Fairfax Financial Holdings Limited.

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“Fairness Opinions” means, collectively, the Blair Franklin Fairness Opinion and the Marckenz Capital Fairness Opinion.

“Final Hearing” has the meaning set out in “The Arrangement – Certain Legal and Regulatory Matters – Court Approval of the Arrangement”.

“Final Order” means the final order of the Court approving the Arrangement pursuant to Section 182(5) of the OBCA, as such order may be amended by the Court (with the written consent of both the Corporation and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Corporation and the Purchaser, each acting reasonably) on appeal.

“Financial Advisors” means Blair Franklin and Marckenz Capital, as financial advisors to the Corporation.

“Financing” means the agreement of the Financing Sources to lend, subject to the terms and conditions of the Commitment Letter, the amounts set forth in the Commitment Letter, which will be used by the Purchaser for purposes of financing the aggregate Consideration for the Shares and any other amounts payable to Securityholders in connection with the Arrangement in accordance with the terms of the Arrangement Agreement and any replacement, amended, modified or alternative debt financing provided by the Financing Sources.

“Financing Sources” shall mean each Person that has committed to provide or otherwise entered into agreements in connection with the Commitment Letter or other financings in connection with the transactions contemplated hereby, including any commitment letters, engagement letters, credit agreements, loan agreements or indentures relating thereto and their respective successors and assigns.

“Financing Sources Related Parties” shall mean each affiliate of each Financing Source and each former, current or future officer, director, employee, partner, controlling person, account or fund managed by the agent, shareholder, member, manager, advisor, attorney, agent and representative of each Financing Source or affiliate thereof and their respective successors and assigns.

“General Partner” means NordStar Capital Inc., a corporation incorporated under the Laws of the Province of Ontario, the general partner of the Purchaser.

“Governmental Entity” means (a) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign; (b) any subdivision, agent or authority of any of the foregoing; (c) any quasi-governmental or private body including any tribunal, commission, regulatory agency or self-regulatory organization exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) any Securities Authority or stock exchange, including the TSX.

“Hard Lock-up Agreement” has the meaning set out in “The Arrangement – Background to the Arrangement”.

“Holder” has the meaning set out in “Certain Canadian Federal Income Tax Considerations”.

“HWIC” means Hamblin Watsa Investment Counsel Ltd., a wholly-owned subsidiary of Fairfax Financial.

“Increased Proposal” has the meaning set out in “The Arrangement – Background to the Arrangement”.

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“Initial Proposal” has the meaning set out in “The Arrangement – Background to the Arrangement”.

“Interim Order” means the interim order of the Court pursuant to Section 182(5) of the OBCA in a form acceptable to the Corporation and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended by the Court with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

“Interim Period Measures” has the meaning set out in “The Arrangement Agreement – Covenants”.

“Intermediary” has the meaning set out in “General Proxy Matters – Voting Instructions – Beneficial Shareholders”.

“Investment Canada Act” means the Investment Canada Act (Canada).

“Investments” means, collectively, the Corporation’s direct and indirect investments in Black Press Ltd., 311773 BC Limited, Blue Ant Media Inc., Canadian Press Enterprises Inc., Nest Wealth Asset Management Inc. and TeamSnap Inc. and “Investment” means any of them, as the context requires.

“Joint Ventures” means, collectively, Lease Busters Inc., Sing Tao Daily Limited, Sing Tao Newspapers (Canada 1998) Limited and VerticalScope Holdings Inc., and “Joint Venture” means any of them, as the context requires.

“Law” means all federal, national, multinational, provincial, state, municipal, regional and local laws (statutory, common or otherwise), constitutions, treaties, conventions, by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, certificates, ordinances, judgments, injunctions, determinations, awards, decrees, legally binding codes or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Entity or self-regulatory authority (including the TSX), and the term “applicable” with respect to such Laws and in a context that refers to one or more Persons, means such Laws as are binding upon or applicable to such Person or its assets.

“Letter of Transmittal” means the letter of transmittal to be sent by the Corporation to Registered Shareholders in connection with the Arrangement.

“Lien” means any mortgage, charge, pledge, hypothec, security interest, prior claim, encroachment (including any encroachment from any subject property onto any neighbouring property), option, right of first refusal or first offer, occupancy right, restrictive covenant, assignment, lien (statutory or otherwise), defect of title or encumbrance of any kind.

“Marckenz” or “Marckenz Capital” means Marckenz Group Limited.

“Marckenz Capital Engagement Agreement” has the meaning set out in “The Arrangement – Fairness Opinions – Fairness Opinion of Marckenz Capital”.

“Marckenz Capital Fairness Opinion” means the opinion of Marckenz Capital addressed to the Board and the Special Committee to the effect that, as of the date of such opinion, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders.

“Matching Period” has the meaning set out in “The Arrangement Agreement – Acquisition Proposals.”

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“Material Adverse Effect” means any fact, state of facts, change, event, occurrence, effect or circumstance that, individually or in the aggregate, is, or would reasonably be expected to be, material and adverse to the business, financial condition, operations, results of operations, assets, properties, liabilities (contingent or otherwise) or obligations (whether absolute, accrued, conditional or otherwise) of the Corporation, its Subsidiaries, its Investments and its direct and indirect interest in the Joint Ventures, taken as a whole, except any such fact, state of facts, change, event, occurrence, effect, or circumstance resulting from or arising in connection with:

(a) any change, effect, event, occurrence, state of fact or circumstance affecting the Canadian media industry as a whole;

(b) any change in global, national or regional political conditions (including the outbreak or escalation of war or acts of terrorism) or in general economic, political, regulatory or market conditions or in national or global financial or capital markets;

(c) any change in generally accepted accounting principles;

(d) any adoption, proposal, implementation or change in Law, or in any interpretation of Law, by any Governmental Entity;

(e) any natural or man-made disaster or act of God (including epidemics, pandemics, disease outbreak (including COVID-19) other health crisis or public health event, or otherwise);

(f) the failure by the Corporation or any of its Subsidiaries, Investments or Joint Ventures, as applicable, to meet any internal, third party or public projections, forecasts, guidance or estimates of revenues or earnings (it being understood that the cause underlying such failure may be taken into account in determining whether a Material Adverse Effect has occurred) or any seasonal fluctuations in the Corporation’s results;

(g) any action taken (or omitted to be taken) by the Corporation or any of its Subsidiaries which is required to be taken (or omitted to be taken) pursuant to the Arrangement Agreement;

(h) any actions taken (or omitted to be taken) upon the request of the Purchaser;

(i) the announcement or performance of the Arrangement Agreement or the consummation of the Arrangement, including (i) any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Corporation or any of its Subsidiaries with the Corporation Employees, and (ii) any change of control payments owing to any of the Corporation Employees; or

(j) any change in the market price or trading volumes of any securities of the Corporation (it being understood that the causes underlying such change in market price or trading volumes may be taken into account in determining whether a Material Adverse Effect has occurred);

provided, however, that with respect to clauses (a) through to and including (e), to the extent such matter does not have a materially disproportionate effect on the Corporation and its Subsidiaries, taken as a whole, relative to other comparable companies or entities operating in the markets and in the industries in which the Corporation and its Subsidiaries operate; and unless expressly provided in any particular section of the Arrangement Agreement, references in certain sections of the Arrangement Agreement to dollar amounts

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are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a Material Adverse Effect has occurred.

“Material Contract” means any Contract: (a) relating directly or indirectly to the guarantee of any liabilities or obligations or to indebtedness for borrowed money provided by the Corporation or its Subsidiaries in excess of a principal amount of $200,000, but does not include any guarantee by the Corporation or one of its Subsidiaries of another Subsidiary; (b) restricting the incurrence of indebtedness by the Corporation or any of its Subsidiaries (including by requiring the granting of an equal and rateable Lien) or the incurrence of any Liens on any properties or assets of the Corporation or any of its Subsidiaries, or restricting the payment of dividends by the Corporation; (c) under which the Corporation or any of its Subsidiaries is obligated to make to any Person or expects to receive from any Person payments in excess of $500,000 over any one year period; (d) with a Governmental Entity having a value equal to or in excess of (i) $500,000, or (ii) $1,000,000 in the case of advertising insertion orders; (e) providing for the establishment, investment in, organization or formation of any joint venture, limited liability company, partnership or similar entity; (f) that (i) creates an exclusive dealing arrangement, entered into other than in the Ordinary Course, or (ii) creates a right of first offer or refusal; (g) that contains any non-solicitation obligations of the Corporation or any of its Subsidiaries, entered into other than in the Ordinary Course; (h) providing for retention or change in control payments in excess of $250,000 in the aggregate or severance in excess of two years; (i) providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset for a price or having a value equal to or in excess of $500,000 individually or $1,000,000 in the aggregate, other than any such Contract which terminated or pursuant to which the purchase, sale or exchange transaction consummated, in each case prior to May 22, 2018; (j) that limits or restricts (i) the ability of the Corporation or any of its Subsidiaries to engage in any line of business or carry on business in any geographic area, or (ii) the scope of Persons to whom the Corporation or any of its Subsidiaries may sell products, deliver services or conduct business; or (k) that if terminated or modified or if it ceased to be in effect would reasonably be expected to have a Material Adverse Effect.

“Meeting” means the special meeting of Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in this Circular and agreed to in writing by the Purchaser in accordance with the Arrangement Agreement.

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

“Misrepresentation” has the meaning specified in the Securities Act (Ontario) and other Securities Laws.

“No Action Letter” has the meaning set out in “The Arrangement – Certain Legal and Regulatory Matters – Regulatory Approvals”.

“NOBO” has the meaning set out in “General Proxy Matters – Voting Instructions – Beneficial Shareholders”.

“Norton Rose” means Norton Rose Fulbright Canada LLP.

“Notifiable Transaction” has the meaning set out in “The Arrangement – Certain Legal and Regulatory Matters – Regulatory Approvals”.

“OBCA” means the Business Corporations Act (Ontario).

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“OBO” has the meaning set out in “General Proxy Matters – Voting Instructions – Beneficial Shareholders”.

“Offer to Pay” has the meaning set out in “Dissent Rights of Shareholders”.

“officer” has the meaning specified in the Securities Act (Ontario).

“Option” means an outstanding option to purchase Class B Shares issued pursuant to the Share Option Plan.

“Optionholders” means holders of Options.

“Ordinary Course” means, with respect to an action taken by the Corporation, its Subsidiaries, Investments or Joint Ventures, that such action is taken in the ordinary course of the normal operations of the business of, as applicable, the Corporation, its Subsidiaries, Investments or Joint Ventures, as the same may be varied, in good faith and on a commercially reasonable basis, to take into account any applicable COVID-19 Measures or in response to the actual or reasonably anticipated effect of the COVID-19 pandemic.

“OSC” means the Ontario Securities Commission.

“Outside Date” means September 30, 2020, or such later date as may be agreed to in writing by the Parties, provided that if the Effective Date has not occurred by September 30, 2020 as a result of the failure to satisfy any of the conditions precedent to the consummation of the Arrangement as a consequence, directly or indirectly, of any situation or circumstance arising as a result of, or in connection with, the COVID-19 pandemic, then either Party may elect by notice in writing delivered to the other Party by no later than 4:30 p.m. (Toronto time) on a date that is five Business Days prior to such date, to extend the Outside Date by a period of thirty days, provided that, notwithstanding the foregoing, a Party shall not be permitted to extend the Outside Date if the failure to satisfy any such condition is primarily the result of the breach by such Party of its representations and warranties set forth in the Arrangement Agreement or such Party’s failure to comply with its covenants therein (unless such breach or failure to comply is the result of any situation or circumstance arising as a result of, or in connection with, the COVID-19 pandemic).

“Parties” means the Corporation and the Purchaser and “Party” means any one of them.

“Person” includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

“Plan of Arrangement” means the plan of arrangement proposed under Section 182 of the OBCA, substantially in the form set out in Appendix B, and any amendments or variations made in accordance with the Arrangement Agreement and the Plan of Arrangement and the Interim Order (once issued) or made at the direction of the Court in the Final Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

“PointNorth” means PointNorth Capital Inc.

“Pre-Closing Reorganizations” means reorganizations, upon request of the Purchaser, of the respective corporate structure, capital structure, business, operations and assets of the Corporation and any of its Subsidiaries, as applicable, or such other transactions as the Purchaser may request, acting reasonably, including but not limited to the formation of a new Subsidiary.

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“Purchaser” means NordStar Capital LP, a limited partnership formed under the Laws of the Province of Manitoba.

“Record Date” means June 10, 2020.

“Registered Shareholder” means a registered holder of Shares as recorded in the securities register of the Corporation.

“Regulatory Approvals” means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made), waivers, early terminations, authorizations, clearances, or written confirmations of no intention to initiate legal proceedings from Governmental Entities, in each case required to consummate the transactions contemplated by the Arrangement Agreement, including, if applicable, Competition Act Approval, but excluding the approval of the Arrangement by the Court.

“Representative” means, with respect to any Person, any officer, director, employee, representative (including any financial, legal or other advisor) or agent of such Person or of any of its affiliates. In respect of the Purchaser, Representative also includes any lender providing financing to the Purchaser in connection with the Arrangement.

“Required Shareholder Approval” for the Arrangement Resolution means: (a) not less than two thirds of the votes cast on the Arrangement Resolution by Shareholders, voting as a single class, voting virtually or represented by proxy at the Meeting, each being entitled to one vote per Share; and (b) a simple majority of the votes cast on the Arrangement Resolution by Shareholders (other than the Purchaser and any other Person required to be excluded for the purpose of such vote under MI 61-101), with the holders of Class A Shares and the holders of Class B Shares voting in separate class votes, voting virtually or represented by proxy at the Meeting, each being entitled to one vote per Share, voting in accordance with Part 8 of MI 61-101 or any exemption therefrom, together with any other vote required under the Interim Order.

“Reverse Termination Fee” means $3,500,000, which shall be payable by the Purchaser to the Corporation in accordance with the terms of the Arrangement Agreement.

“Reverse Termination Fee Event” has the meaning set out in “The Arrangement Agreement – Termination Fees”.

“RSU” means a restricted share unit, equivalent in value to the price of a Class B Share, issued under the RSU Plan.

“RSU Holders” means the holders of RSUs.

“RSU Plan” means the restricted share unit plan of the Corporation adopted on January 1, 2006, as amended from time to time.

“Securities Authority” means the OSC and any other applicable securities commission or securities regulatory authority of a province or territory of Canada.

“Securities Laws” means the Securities Act (Ontario) and the rules, regulations and published policies thereunder, any other applicable Canadian provincial and territorial securities Laws, and, where applicable, applicable securities Laws and regulations of other jurisdictions.

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“Securityholders” means, collectively, the Shareholders and the holders of Options, DSUs and RSUs.

“Share Option Plan” means the share option plan of the Corporation adopted on April 25, 1995, as amended from time to time.

“Share Reward Program” means the program pursuant to which Class B Shares may be awarded and issued to certain Corporation Employees in recognition of a substantial length of service or as a reward for superior or noteworthy performance, established in September 2002, as amended from time to time.

“Shareholders” means the registered or beneficial holders of the Shares, as the context requires.

“Shares” means, collectively, the Class A Shares and the Class B Shares.

“SIR” has the meaning set out in “The Arrangement – Certain Legal and Regulatory Matters – Regulatory Approvals”.

“Special Committee” means the special committee consisting of independent members of the Board formed to consider, among other things, the Arrangement and the other transactions contemplated by the Arrangement Agreement.

“Subsidiary” has the meaning specified in the OBCA and, in the case of the Corporation, is deemed to include Toronto Star Newspapers Limited and Metroland Media Group Ltd., and deemed to exclude Sing Tao Daily Limited.

“Superior Proposal” means any bona fide written Acquisition Proposal from a Person or Person(s) to acquire not less than all of the outstanding Shares or all or substantially all of the assets of the Corporation on a consolidated basis that:

(a) complies with applicable Laws and did not result from or involve a breach of the non-solicitation provisions of the Arrangement Agreement;

(b) that the Board (or any relevant committee thereof) determines, in its good faith judgment, after receiving the advice of its outside legal counsel and financial advisors, is reasonably capable of being completed without undue delay relative to the Arrangement, taking into account all financial, legal, regulatory and other aspects of such proposal;

(c) that the Board (or any relevant committee thereof) determines, in its good faith judgment, after receiving the advice of its outside legal counsel and financial advisors, would, if consummated in accordance with its terms and without assuming away the risk of delay or non-completion, result in a transaction which is more favourable, from a financial point of view, to the Shareholders than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by the Purchaser pursuant to the non-solicitation provisions of the Arrangement Agreement);

(d) that is not subject to any financing condition and in respect of which the Board (or any relevant committee thereof) determines, in its good faith judgment, after receiving the advice of its outside legal counsel and financial advisors, that adequate arrangements have been made to ensure that the required funds will be available to effect payment in full for all of the outstanding Shares or all or substantially all of the assets, as the case may be; and

(e) is not subject to any due diligence condition.

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“Superior Proposal Notice” has the meaning set out in “The Arrangement Agreement – Acquisition Proposals”.

“Tax Act” means the Income Tax Act (Canada) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time.

“Tax Proposals” has the meaning set out in “Certain Canadian Federal Income Tax Considerations”.

“Taxes” means (a) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (b) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (a) above or this clause (b); (c) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (d) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.

“third-party proxyholder” has the meaning set out in “General Proxy Matters – Appointment of Proxies”.

“Transfer Agent” means AST Trust Company (Canada), in its capacity as the transfer agent and registrar for the Corporation.

“TSX” means the Toronto Stock Exchange.

“Voting Support Agreements” means, collectively, the support and voting agreements entered into between the Purchaser and (a) the Voting Trust; (b) the directors of the Corporation who own Shares (except for those directors already subject to the Voting Support Agreement in (a)); and (c) HWIC, and “Voting Support Agreement” means any of them, as the context requires.

“Voting Trust” means the voting trust governed by the Voting Trust Agreement.

“Voting Trust Agreement” means the voting trust agreement dated as of October 1, 1992 among the Corporation, National Trust Company and the Shareholders party thereto, as amended from time to time.

“Voting Trustee” has the meaning set out in “Information Regarding the Corporation – Ownership of Shares – The Voting Trust”.

“wilful breach” means a material breach that is a consequence of an act or a failure to act undertaken by the breaching Party with the actual knowledge that such act or failure to act would, or would be reasonably expected to, cause a breach of the Arrangement Agreement.

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MANAGEMENT INFORMATION CIRCULAR

This Circular is furnished in connection with the solicitation of proxies by and on behalf of management of the Corporation for use at the Meeting to be held on July 21, 2020 at 10:00 a.m. (Toronto time), and any adjournment(s) or postponement(s) thereof.

Information contained in this Circular is given as of June 18, 2020, except where otherwise noted and except that information in documents incorporated by reference is given as of the dates noted therein. No Person has been authorized to give any information or to make any representation in connection with the Arrangement and other matters described herein other than those contained in this Circular and, if given or made, any such information or representation should be considered not to have been authorized by the Corporation or the Purchaser.

This Circular does not constitute the solicitation of an offer to purchase, or the making of an offer to sell, any securities or the solicitation of a proxy by any Person in any jurisdiction in which such solicitation or offer is not authorized or in which the Person making such solicitation or offer is not qualified to do so or to any Person to whom it is unlawful to make such solicitation or offer.

Information contained in this Circular should not be construed as legal, tax or financial advice and Shareholders are urged to consult their own professional advisors in connection therewith. Descriptions in this Circular of the terms of the Arrangement Agreement, the Plan of Arrangement, the Voting Support Agreements, the Fairness Opinions and the Interim Order are summaries of the terms of those documents. Shareholders should refer to the full text of each of these documents. The Arrangement Agreement and Voting Support Agreements are available on the Corporation’s SEDAR profile at www.sedar.com and copies of the Plan of Arrangement, Fairness Opinions and the Interim Order are attached to this Circular as Appendices B, C, D, and E, respectively. You are urged to carefully read the full text of the Plan of Arrangement.

INFORMATION ABOUT THE PURCHASER

Certain information in this Circular pertaining to the Purchaser has been provided by the Purchaser, including, but not limited to, information under “Information Regarding the Purchaser”. Although the Corporation does not have any knowledge that would indicate that such information is untrue or incomplete, neither the Corporation nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information, or for the failure by the Purchaser to disclose events or information that may affect the completeness or accuracy of such information.

NOTICE TO SHAREHOLDERS NOT RESIDENT IN CANADA

Torstar is a corporation organized under the Laws of the Province of Ontario. The solicitation of proxies involves securities of a Canadian issuer and is being effected in accordance with applicable corporate Laws and Securities Laws in Canada. Shareholders should be aware that the requirements applicable to the Corporation under Canadian Laws may differ from the requirements under corporate Laws and Securities Laws relating to corporations in other jurisdictions.

The enforcement of civil liabilities under the Securities Laws of other jurisdictions outside of Canada may be affected adversely by the fact that the Corporation is organized under the Laws of the Province of Ontario and all of its directors and executive officers, with the exception of Campbell R. Harvey, are residents of Canada. You may not be able to sue the Corporation or its directors or officers in a Canadian court for

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violations of foreign securities Laws. It may be difficult to compel the Corporation to subject itself to a judgment of a court outside of Canada.

THE ARRANGEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY ANY SECURITIES REGULATORY AUTHORITY, NOR HAS ANY SECURITIES REGULATORY AUTHORITY PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.

This Circular has been prepared in accordance with the disclosure requirements in effect in Canada, which differ from the disclosure requirements in effect in the United States.

Shareholders who are foreign taxpayers should be aware that the Arrangement described in this Circular may have tax consequences both in Canada and such foreign jurisdiction. The consequences for such Shareholders are not described in this Circular and such Shareholders are advised to consult their tax advisors to determine the particular tax consequences to them of the transactions contemplated in this Circular.

CURRENCY

All dollar amounts set forth in this Circular are in Canadian dollars, except where otherwise indicated. In this Circular, references to “$” are to Canadian dollars.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this Circular may constitute forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Securities Laws, which are based on the opinions, estimates and assumptions of the Corporation’s management and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Forward-looking statements may include views related to the completion of the Arrangement, the anticipated benefits of the Arrangement, the anticipated closing date of the Arrangement, the delisting of the Class B Shares and other expectations of the Corporation and are often, but not always, identified by the use of words such as “aim”, “anticipate”, “believe”, “budget”, “continue”, “estimate”, “expect”, “forecast”, “foresee”, “may”, “will”, “plan”, “outlook”, “potential”, “project”, “predict”, “seek”, “strive”, “targeting”, “intend”, “would”, “could”, “might”, “should”, or the negative of these terms or similar words suggesting future outcomes or statements regarding an outlook.

Such forward-looking statements reflect the Corporation’s business judgment based on information currently available to the Corporation at the time they are made and on the Corporation’s then-current view of future events and, as such, are subject to certain risks, uncertainties and assumptions, including those discussed below. Many factors could cause the Corporation’s actual results, performance or achievements to differ materially from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.

These risks and uncertainties include, but are not limited to, general global economic, market and business conditions; governmental and regulatory requirements and actions by governmental authorities; relationships with employees, customers, business partners and competitors; actual or threatened epidemics,

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pandemics, outbreaks, or other public health crises, including the recent global outbreak of the novel coronavirus (COVID-19); and diversion of management time on the Arrangement. There are also risks that are inherent in the nature of the Arrangement, including failure to satisfy the conditions to the completion of the Arrangement, including as a result of a failure to obtain required regulatory, Court, Shareholder and other approvals (or to do so in a timely manner), the absence of any event, change or other circumstances that could give rise to the termination of the Arrangement Agreement, the delay in or increase in the cost of completing the Arrangement, and the failure to complete the Arrangement for any other reason. The anticipated timeline for completion of the Arrangement may change for a number of reasons, including the inability to secure necessary regulatory, Court, Shareholder or other approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Arrangement. As a result of the foregoing, readers should not place undue reliance on the forward-looking statements contained in this Circular. The Corporation cautions that the foregoing list is not exhaustive of all possible risk factors, as other factors could adversely affect the Corporation’s results or the Arrangement. Additional risks and uncertainties regarding the Corporation are described in the “Risk Factors” section of the Corporation’s Annual Information Form dated March 20, 2020, and in the “Risks and Uncertainties” section of the Corporation’s Management’s Discussion and Analysis for the year ended December 31, 2019 and for the three months ended March 31, 2020, each of which are available on the Corporation’s SEDAR profile at www.sedar.com. Additional risks and uncertainties regarding the Arrangement are discussed under the “Risk Factors” section of this Circular.

Although the forward-looking statements contained in this Circular are based upon what the Corporation believes are reasonable assumptions, Shareholders are cautioned against placing undue reliance on such statements since actual results may vary materially from the forward-looking statements. The assumptions made in preparing the forward-looking statements may include the assumptions that the conditions to complete the Arrangement will be satisfied, that the Arrangement will be completed within the expected time frame at the expected cost and that the Corporation and the Purchaser will not fail to complete the Arrangement for any other reason, including, but not limited to, the matters discussed under the “Risk Factors” section of this Circular.

Forward-looking statements are made as of the date of this Circular, and the Corporation does not intend, and does not assume any obligation, to update or revise such statements, except as may be required under applicable Laws. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement.

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QUESTIONS AND ANSWERS ABOUT THE MEETING AND THE ARRANGEMENT

The following are selected questions that you, a Shareholder, may have relating to the Meeting and answers to those questions. These questions and answers do not provide all of the information relating to the Meeting or the matters to be considered at the Meeting and are qualified in their entirety by the more detailed information contained elsewhere in this Circular, the attached Appendices, the form of Letter of Transmittal and the form of proxy, all of which are important and should be reviewed carefully. You are urged to read this Circular in its entirety before making a decision related to your Shares. See the Glossary to this Circular for the meanings assigned to capitalized terms used below and elsewhere in this Circular and not otherwise defined herein.

1. Why did I receive this package of information?

On May 26, 2020, Torstar entered into the Arrangement Agreement with the Purchaser pursuant to which, among other things, the Purchaser has agreed to acquire all of the issued and outstanding Class A Shares and Class B Shares pursuant to the Plan of Arrangement. This acquisition is subject to, among other things, obtaining the approval of Shareholders. As a Shareholder as of the close of business on the Record Date, you are entitled to receive notice of, and to vote at, the Meeting. We are soliciting your proxy, or vote, and providing this Circular in connection with such solicitation.

2. What is a plan of arrangement?

A plan of arrangement is a statutory procedure under Canadian corporate Law that allows companies to carry out transactions with the approval of the Court. The Plan of Arrangement that you are being asked to consider will provide for, among other things, the acquisition by the Purchaser of all of the issued and outstanding Class A Shares and Class B Shares.

3. Are there summaries of the material terms of the Arrangement?

Yes. This Circular includes a summary of the Arrangement Agreement and the terms of the Plan of Arrangement. For more information, see “The Arrangement Agreement” and “The Arrangement – Description of the Arrangement”.

4. When and where is the Meeting?

The Meeting will be held in a virtual-only format, which will be conducted via live audio webcastat 10:00 a.m. (Toronto time) on July 21, 2020, unless adjourned or postponed. Out of an abundance of caution, to proactively deal with the public health impact of the novel coronavirus, also known as COVID-19, and to mitigate risks to the health and safety of our communities, Shareholders, employees and other stakeholders, we will be holding the Meeting in a virtual-only format, which will be conducted via live audio webcast. Shareholders will have an equal opportunity to participate in the Meeting online, regardless of their geographic location. The live audio webcast will be accessible online at https://web.lumiagm.com/175007155, password “torstar2020” (case sensitive).

5. Am I entitled to vote as a holder of Class B Shares?

Yes. The Plan of Arrangement requires the approval of holders of both Class A Shares and Class B Shares, as described below.

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6. What am I being asked to vote on?

You are being asked to vote on the Arrangement Resolution to approve the Plan of Arrangement, which provides for, among other things, the acquisition by the Purchaser of all of the issued and outstanding Class A Shares and Class B Shares for $0.63 per Share in cash.

7. Does the Board support the Arrangement?

Yes. The Board, having undertaken a thorough review of information concerning the Corporation, the Purchaser and the terms of the Arrangement, and after receiving a unanimous recommendation from the Special Committee and advice of legal counsel and the Financial Advisors, including receiving the Fairness Opinions (attached hereto as Appendix C and Appendix D), has determined (with one director dissenting) that the Arrangement is fair and reasonable to Shareholders and is in the best interest of Torstar. Accordingly, the Board recommends that Shareholders vote FOR the Arrangement Resolution.

8. Who is entitled to vote on the Arrangement Resolution at the Meeting and how will the votes be counted?

All Shareholders as of the close of business on the Record Date are entitled to vote on the Arrangement Resolution at the Meeting. Each Class A Share and Class B Share entitles the holder thereof to one vote per Share in respect of the Arrangement Resolution. Votes will be counted by the Transfer Agent.

9. What if I acquire ownership of Shares after the Record Date?

Only Shareholders as of the close of business on the Record Date are entitled to receive notice of, attend, be heard and vote at the Meeting.

10. How can I vote my Shares if I am a Registered Shareholder?

If you were a Registered Shareholder as of the close of business on the Record Date, you can vote by proxy or you can attend the Meeting online and complete a ballot virtually during the Meeting. Registered Shareholders will receive a “Control Number” from the Transfer Agent for the purposes of logging in to the Meeting.

In order to vote by proxy, complete, sign and date your proxy form, and return it to AST Trust Company (Canada) using one of the following methods: (1) by email to [email protected]; (2) by facsimile to 416-368-2502 or 1-866-781-3111; (3) by touch-tone telephone at 1-888-489-5760; (4) by mail to Torstar Corporation c/o AST Trust Company (Canada), P.O. Box 721, Agincourt, Ontario, M1S 0A1, using the envelope accompanying your proxy; or (5) by Internet at www.astvotemyproxy.com.

If you wish to appoint a person other than the management nominees identified in your proxy form to act as your proxyholder, you must submit your proxy appointing that person as proxyholder andregister that proxyholder with the Transfer Agent. For more information, see “General Proxy Matters – Appointment of Proxies”.

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11. How can I vote my Shares if I am a Beneficial Shareholder?

Most Shareholders are Beneficial Shareholders. You are a Beneficial Shareholder if your Shares are held in the name of an Intermediary or in the name of a clearing agency (such as CDS).

Beneficial Shareholders can either vote by proxy or voting instruction form or appoint themselves as proxyholders and attend and vote at the Meeting. For more information, see “General Proxy Matters – Appointment of Proxies”.

If you are a NOBO, the Corporation has sent the Meeting materials directly to you, and your name and address and information about your holdings of Shares have been obtained in accordance with applicable Securities Laws from the Intermediary holding on your behalf. The voting instruction form that is sent to NOBOs contains an explanation as to how you can exercise the voting rights attached to your Shares, including how to attend and vote directly at the Meeting.

If you are an OBO, you received the Meeting materials from your Intermediary or its agent (such as Broadridge Financial Solutions Inc.), and your Intermediary is required to seek your instructions as to the manner in which to exercise the voting rights attached to your Shares. Your Intermediary will generally provide you with a voting instruction form or a proxy form. You should follow the voting instructions provided by your Intermediary.

Beneficial Shareholders who have not duly appointed themselves as proxyholders may still attend the Meeting as guests. Guests will be able to listen to the Meeting but will not be able to vote at the Meeting.

12. How many securities are entitled to be voted?

As of the Record Date, there were 9,803,535 Class A Shares and 71,615,373 Class B Shares issued and outstanding. Each Class A Share and Class B Share entitles the holder thereof to one vote per Share in respect of the Arrangement Resolution. Only Shareholders of record as of the Record Date will be entitled to vote at the Meeting.

13. Is there a deadline for my form of proxy to be received?

Yes. Regardless of the manner in which you choose to vote, your proxy vote must be received by the Transfer Agent by no later than 10:00 a.m. (Toronto time) on July 17, 2020, or not less than 48 hours (Saturdays, Sundays and statutory holidays excepted) prior to the time any adjourned meeting is reconvened or any postponed meeting is convened. Note that if you are a Beneficial Shareholder, you must provide your voting instructions to your Intermediary sooner (preferably at least a day prior to the deadline set by your Intermediary) to enable the Intermediary to act upon them prior to the deadline.

14. How will my Shares be voted if I give my proxy?

Shares represented by properly executed proxies appointing the management nominees of the Corporation as designated in the proxy will be voted for or against the Arrangement Resolution in accordance with the instructions contained in the proxy. If you do not specify on your proxy form how you want a proxyholder appointed by you (other than the management nominees) to vote your Shares, then your proxyholder can vote your Shares as he or she sees fit. If a proxy appointing management nominees does not contain voting instructions, the Shares represented by such proxies will be voted FOR the Arrangement Resolution. If any other matters properly come

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before the Meeting and may properly be considered and acted upon, proxies will be voted by those named in the applicable form of proxy or voting instruction form in their sole discretion, including with respect to any amendments or variations of the Arrangement Resolution.

15. Am I entitled to Dissent Rights?

Only Registered Shareholders are entitled to dissent. Dissent Rights must be exercised by providing written notice to Torstar not later than 5:00 p.m. (Toronto time) on July 17, 2020 (or 5:00 p.m. (Toronto time) on the date that is two Business Days immediately preceding any adjourned or postponed Meeting, as the case may be) in the manner described under the heading “Dissent Rights of Shareholders”. Failure to properly exercise Dissent Rights may result in the loss or unavailability of the right to dissent. If a Registered Shareholder properly exercises the Dissent Rights, and the Arrangement is completed, the Dissenting Shareholder will be entitled to be paid the fair value of its Class A Shares or Class B Shares, as applicable, as of the close of business on the Business Day before the day the Arrangement Resolution is adopted. This amount may be the same as, more than or less than the Consideration under the Arrangement.

Beneficial Shareholders desiring to exercise Dissent Rights must make arrangements for the Shares beneficially owned by such Shareholder to be registered in the Shareholder’s name in order to exercise Dissent Rights or, alternatively, make arrangements for the registered holder of such Shares to dissent on the Shareholder’s behalf.

16. I own Shares. What will I receive if the Arrangement is completed?

Pursuant to the Arrangement, the Purchaser will acquire all of the issued and outstanding Class A Shares and Class B Shares, in consideration of which Shareholders (other than Dissenting Shareholders) will be entitled to receive $0.63 in cash per Share.

17. What premium does the Consideration offered for the Shares represent?

The Consideration represents a 66.7% premium to the volume-weighted average trading price of the Class B Shares on the TSX for the 20 consecutive trading days ended May 25, 2020, the last trading day prior to the announcement of the Arrangement.

18. What approvals are required for the Arrangement to become effective?

Completion of the Arrangement is subject to the conditions precedent contained in the Arrangement Agreement having been satisfied, including receipt of, among other things: (a) the approval of the Court; (b) the approval of at least two-thirds of the votes cast by holders of Class A Shares and Class B Shares, voting together as a single class, who vote in respect of the Arrangement Resolution virtually or by proxy at the Meeting; (c) the approval of a simple majority of the votes cast by holders of Class A Shares and holders of Class B Shares, each voting as a separate class, who vote in respect of the Arrangement Resolution virtually or by proxy at the Meeting, and excluding Shares required to be excluded pursuant to MI 61-101; and (d) the Regulatory Approvals.

19. How will I know when all required approvals have been received?

Torstar plans to issue a press release once all the required approvals have been received and conditions to implementing the Arrangement have been satisfied or waived.

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20. When will I receive the Consideration for my Shares?

You will receive the Consideration for your Shares as soon as practicable after the Arrangement is completed, provided you have sent all of the necessary documentation to the Depositary, including in the case of Registered Shareholders a duly completed and signed Letter of Transmittal. If the Shareholders approve the Arrangement, it is anticipated that the Arrangement will be completed on or about July 28, 2020, subject to satisfaction of all outstanding conditions including Torstar obtaining approval of the Court and receipt of the required Regulatory Approvals.

21. What will I have to do as a Shareholder to receive the Consideration for my Shares?

If you are a Registered Shareholder, you will receive a Letter of Transmittal that you must complete, sign and send with the certificate(s) (if applicable) representing your Shares to the Depositary. The Depositary will mail you a cheque by first-class mail as soon as practicable after the Effective Date or upon receipt of your completed Letter of Transmittal and the certificate(s) representing your Shares or hold such cheque for you to pick up in accordance with the instructions provided in the completed Letter of Transmittal.

If you are a Beneficial Shareholder, you will receive your payment through your account with your Intermediary that holds Shares on your behalf. You should contact your Intermediary if you have questions about this process.

22. What happens if Shareholders do not approve the Arrangement?

If Torstar does not receive the required vote by Shareholders in favour of the Arrangement Resolution, the Arrangement will not become effective. Additionally, the Purchaser is not required to complete the Arrangement in certain circumstances, including if Shareholders have exercised Dissent Rights in connection with the Arrangement with respect to more than 7.5% of the outstanding Class B Shares. Failure to complete the Arrangement is likely to have a material negative effect on the market price of the Shares. Further, depending on the circumstances in which termination of the Arrangement Agreement occurs, Torstar may have to pay a termination fee to the Purchaser. For more information, see “Risk Factors” and “The Arrangement Agreement – Termination Fees”.

23. Will the Class B Shares continue to be listed on the TSX after the Arrangement?

The Class B Shares are expected to be delisted from the TSX shortly after the completion of the Arrangement.

24. Who can I contact if I have questions?

If you have any questions about submitting your Shares to the Arrangement, including with respect to the completion and delivery of your proxy and/or the applicable Letter of Transmittal, please contact AST Trust Company (Canada):

Telephone: 416-682-3860 or 1-800-387-0825 (toll-free in North America) Email: [email protected]

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SUMMARY OF CIRCULAR

This summary should be read together with and is qualified in its entirety by the more detailed information contained elsewhere in this Circular, including the Appendices hereto. Capitalized terms in this summary have the meanings set out in the Glossary of Terms. Shareholders are urged to read this Circular, including the Appendices hereto, carefully and in its entirety.

Meeting and Record Date

The Meeting is scheduled to be held at 10:00 a.m. (Toronto time) on July 21, 2020 in a virtual-only format, which will be conducted via live audio webcast. The live audio webcast will be accessible online at https://web.lumiagm.com/175007155 password “torstar2020” (case sensitive). The Board has fixed the Record Date for determining Shareholders who are entitled to receive notice of and vote at the Meeting as June 10, 2020.

The Arrangement Resolution

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass the Arrangement Resolution, a copy of which is attached as Appendix A to this Circular. See “The Arrangement – Certain Legal and Regulatory Matters – Shareholder Approval” for a discussion of the shareholder approval requirements to effect the Arrangement.

Voting at the Meeting

This Circular is being sent to all Shareholders as of the close of business on the Record Date. Only Registered Shareholders or the Persons they appoint as their proxyholders are permitted to vote at the Meeting. Beneficial Shareholders should follow the voting instructions provided by their Intermediaries so the Beneficial Shareholders can direct the voting of the Shares which they beneficially own. See “General Proxy Matters – Voting Instructions” for more information on how to vote at the Meeting.

Effect of the Arrangement

If the Arrangement is completed, Shares will be purchased for cash consideration of $0.63 per Share. Options, RSUs and DSUs will be terminated and will be of no further force and effect, all in exchange for payment, if any, in accordance with the terms of the Arrangement. See “The Arrangement – Treatment of DSUs, RSUs and Options”.

The Parties

Torstar is a broadly-based Canadian media corporation existing under the OBCA. Its registered and principal office is located at 1 Yonge Street, Toronto, Ontario, M5E 1E6. The Class B Shares are posted and listed for trading on the TSX under the symbol “TS-B”. For more information regarding Torstar, see “Information Regarding the Corporation”.

The Purchaser is a limited partnership formed under the Laws of the Province of Manitoba. The General Partner is a corporation incorporated under the Laws of the Province of Ontario. The Purchaser was formed for the purposes of consummating the transactions contemplated by the Arrangement Agreement and is controlled by Jordan Bitove and Paul Rivett and wholly-owned by the Bitove and Rivett families. See “Information Regarding the Purchaser”.

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Background to the Arrangement

See “The Arrangement – Background to the Arrangement” for a summary of the main events that led to the execution of the Arrangement Agreement including certain meetings, negotiations, discussions and actions of the parties that preceded the execution of the Arrangement Agreement and the public announcement of the Arrangement.

Recommendations of the Special Committee and the Board

The Special Committee, upon careful consideration of, among other things, the Fairness Opinions (see “The Arrangement – Fairness Opinions”) and advice of legal counsel and the Financial Advisors, unanimously recommended to the Board that it determine the Arrangement is fair and reasonable to the Shareholders and is in the best interest of the Corporation and that the Board recommend that Shareholders vote FOR the Arrangement Resolution.

The Board, after receiving the unanimous recommendation of the Special Committee and, upon careful consideration of, among other things, the Fairness Opinions and advice of its legal counsel and the Financial Advisors, determined (with one director dissenting) that the Arrangement is fair and reasonable to the Shareholders and is in the best interest of the Corporation. Accordingly, the Board recommends that Shareholders vote FOR the Arrangement Resolution.

Reasons for the Recommendations

In determining that the Arrangement is fair to Shareholders and in the best interest of the Corporation, and in making their respective recommendations, the Special Committee and the Board considered and relied upon a number of factors, including: (a) the significant premium the Consideration offers to the market value of the Shares; (b) the certainty of value and immediate liquidity offered by the Arrangement; (c) the Special Committee’s review of strategic alternatives; (d) the Arrangement and the Arrangement Agreement being the result of comprehensive arm’s length negotiations; (e) the Voting Support Agreements representing approximately 84.3% and 57.6% of the Class A Shares and Class B Shares, respectively, to be voted in favour of the approval of the Arrangement Resolution; (f) the Arrangement having a reasonable likelihood of completion; (g) each of the Fairness Opinions concluding that, subject to the assumptions, qualifications and limitations set out therein, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair from a financial point of view to such Shareholders; (h) the ability of the Board to respond to unsolicited Acquisition Proposals that constitute, or could reasonably be expected to constitute or lead to, a Superior Proposal; (i) the Purchaser’s stated intent to continue supporting the Atkinson Principles; (j) a Corporation Termination Fee that would not preclude a third party from potentially making a Superior Proposal; (k) the Reverse Termination Fee payable to the Corporation being held in escrow with the Escrow Agent; (l) the requirement that the Arrangement receive approval from Shareholders and from the Court; (m) the terms of the Arrangement treating stakeholders equitably and fairly and being expected to benefit the Corporation and stakeholders; (n) the reasonableness of interim period restrictions on the Corporation’s business until the Arrangement is completed or the Arrangement Agreement is terminated in accordance with its terms, and the expectation that they will not impair the Corporation’s business during such period; and (o) the right of Shareholders opposing the Arrangement to exercise Dissent Rights and, if ultimately successful, receive fair value for their Shares.

The Special Committee and the Board did not attempt to assign relative weights to the various factors and individual members of the Special Committee and the Board may have given different weights to different factors. The discussion of the information and factors considered and evaluated by the Special Committee and the Board is not intended to be exhaustive of all factors considered and evaluated by the Special

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Committee and the Board. The conclusions and recommendations of the Special Committee and the Board were made in light of the totality of the information and factors considered.

In the course of its deliberations, the Board also identified and considered a variety of risks (as described in greater detail under “Risk Factors”) and potentially negative factors relating to the Arrangement described under “The Arrangement – Considerations of the Special Committee and the Board in Making their Recommendations – Potential Issues Relating to the Arrangement”.

Fairness Opinions

In connection with the evaluation of the Arrangement, the Special Committee and the Board received and considered the oral opinions of Blair Franklin and Marckenz Capital (each subsequently confirmed in writing).

Blair Franklin was of the opinion that, as of May 26, 2020, subject to the assumptions, limitations and qualifications set out in the Blair Franklin Fairness Opinion, the consideration of $0.63 in cash per Share to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders. A summary of the Blair Franklin Fairness Opinion is included in this Circular, and the full text of the Blair Franklin Fairness Opinion, which sets forth among other things, the assumptions made, procedure followed, information reviewed, matters considered, and limitations on the scope of review undertaken by Blair Franklin in connection with the Blair Franklin Fairness Opinion, is attached as Appendix C to this Circular.

Marckenz Capital was also of the opinion that, as of May 26, 2020, subject to the assumptions, limitations and qualifications set out in the Marckenz Capital Fairness Opinion, the consideration of $0.63 in cash per Share to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders. A summary of the Marckenz Capital Fairness Opinion is included in this Circular, and the full text of the Marckenz Capital Fairness Opinion, which sets forth among other things, the assumptions made, procedures followed, information reviewed, matters considered, and limitations on the scope of review undertaken by Marckenz Capital in connection with the Marckenz Capital Fairness Opinion, is attached as Appendix D to this Circular.

The summaries of the Blair Franklin Fairness Opinion and the Marckenz Capital Fairness Opinion set out above and in “The Arrangement – Fairness Opinions” are qualified in their entirety by the full texts of the Fairness Opinions set out in Appendix C and Appendix D, respectively. Shareholders are urged to read the Fairness Opinions in their entirety.

Arrangement Mechanics

If the Arrangement is approved at the Meeting and the other conditions set out in the Arrangement Agreement are satisfied or waived at or before the Effective Time, then upon consummation of the Plan of Arrangement each of the events set out in Section 2.3 of the Plan of Arrangement, attached as Appendix B to this Circular, will be deemed to occur in the order specified therein. See “The Arrangement – Description of the Arrangement – Arrangement Mechanics”.

The Arrangement Agreement

On May 26, 2020, Torstar and the Purchaser entered into the Arrangement Agreement, under which the Parties agreed, subject to certain terms and conditions, to implement the Arrangement on the terms and conditions set out in the Plan of Arrangement. Under the Arrangement Agreement, Torstar has agreed to, among other things, call the Meeting to seek approval of the Arrangement Resolution by Shareholders and,

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if approved, apply to the Court for the Final Order. For a summary of certain provisions of the Arrangement Agreement, see “The Arrangement Agreement”.

Voting Support Agreements

The Purchaser has entered into Voting Support Agreements with (a) the Voting Trust; (b) each director of the Corporation who is not also a Voting Trustee; and (c) HWIC. An aggregate of 8,264,022 Class A Shares and 41,272,161 Class B Shares are subject to such Voting Support Agreements with the Purchaser, representing a total of approximately 84.3% and 57.6% of the issued and outstanding Class A Shares and Class B Shares, respectively, and an aggregate of approximately 60.8% of the total number of issued and outstanding Shares. The Voting Support Agreements will terminate automatically in the event the Arrangement Agreement is terminated in accordance with its terms. See “The Arrangement – Voting Support Agreements” for more information on the terms of the Voting Support Agreements.

Non-Solicitation and Right to Match

The Arrangement Agreement contains customary non-solicitation provisions with respect to the Corporation and each of its Subsidiaries, along with a right of the Board to respond to an unsolicited Acquisition Proposal that constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal at any time prior to obtaining the approval by Shareholders of the Arrangement Resolution. Prior to entering into a Superior Proposal, the Corporation must first provide the Purchaser with the opportunity to match any such Superior Proposal for a period of five Business Days. See “The Arrangement Agreement – Acquisition Proposals” for more information on the non-solicitation and right to match provisions.

Termination Fees

If a Corporation Termination Fee Event occurs, Torstar will be required to pay to the Purchaser the Corporation Termination Fee of $2 million plus the reimbursement of the reasonable expenses, costs and fees of the Purchaser of up to an additional $1.5 million. The Corporation Termination Fee is payable in a number of circumstances, including termination of the Arrangement Agreement on the basis of a Change in Recommendation, or if the Corporation is in material breach of its non-solicitation obligations under the Arrangement Agreement.

The Arrangement Agreement also provides for the Reverse Termination Fee of $3.5 million, payable by the Purchaser to Torstar if the Purchaser wilfully breaches the Arrangement Agreement or if, after all other conditions to the closing of the Arrangement have been satisfied or waived, the Purchaser fails to comply with its obligations to provide the Depositary with sufficient funds to satisfy the aggregate Consideration.

See “The Arrangement Agreement – Termination Fees” for more information on the Corporation Termination Fee and the Reverse Termination Fee.

Shareholder Approval of the Arrangement

To be effective, the Arrangement Resolution must be approved, with or without variation, by the affirmative vote of: (a) at least two thirds of votes cast at the Meeting virtually or by proxy by the holders of Class A Shares and Class B Shares, voting together as a single class; and (b) a simple majority of the votes cast at the Meeting virtually or by proxy by the holders of Class A Shares and Class B Shares, voting separately, subject to the exclusion of certain parties in accordance with MI 61-101, which, in this case, consists of the Shares held by the Excluded Shareholders or related parties of and/or joint actors of such Excluded Shareholders, being an aggregate of approximately 61.5% of the Class A Shares and 12.2% of the Class B Shares.

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The Arrangement Resolution must be passed in order for the Corporation to seek the Final Order and implement the Arrangement on the Effective Date. See “The Arrangement – Certain Legal and Regulatory Matters – Shareholder Approval”.

Court Approval of the Arrangement

The Arrangement requires approval by the Court under Section 182 of the OBCA. A copy of the Notice of Application applying for the Final Order approving the Arrangement is attached hereto as Appendix F. Subject to the approval of the Arrangement Resolution by Shareholders at the Meeting, the hearing in respect of the Final Order is expected to take place on July 23, 2020, at 10:00 a.m. (Toronto time) or as soon after that time as the motion can be heard by Zoom videoconference at Toronto, Ontario. At the hearing, the Court will consider, among other things, the fairness and reasonableness of the terms and conditions of the Arrangement to the Shareholders. The Court may approve the Arrangement in any manner the Court may direct and determine appropriate. See “The Arrangement – Certain Legal and Regulatory Matters – Court Approval of the Arrangement”.

MI 61-101 Requirements

Torstar is subject to MI 61-101. MI 61-101 is intended to regulate certain transactions to ensure equality of treatment among securityholders, generally requiring enhanced disclosure, approval by a majority of securityholders excluding certain interested or related parties and their joint actors, independent valuations and, in certain instances, approval and oversight of the transaction by a special committee of independent directors. The arrangement is a “business combination” (as defined in MI 61-101) and, accordingly, the requirements of MI 61-101 apply, including the requirements to obtain “minority approval” of the Arrangement (as defined in MI 61-101). For further details on the impact of MI 61-101 on the Arrangement, see “The Arrangement – Certain Legal and Regulatory Matters – Securities Law Matters”.

Stock Exchange De-Listing and Reporting Issuer Status

The Class B Shares are currently listed on the TSX and trade under the stock symbol “TS-B”. It is expected that shortly following the Effective Date, the Class B Shares will be de-listed from the TSX. Following the Effective Date, the Corporation will also seek to be deemed to have ceased to be a reporting issuer under the Securities Laws of each of the provinces of Canada under which it is currently a reporting issuer.

Dissent Rights

Registered Shareholders as of the Record Date have been provided with the right to dissent in respect of the Arrangement Resolution in the manner provided in Section 185 of the OBCA, as amended by the Interim Order and the Plan of Arrangement. Registered Shareholders considering exercising Dissent Rights should seek the advice of their own legal counsel and tax and investment advisors and should carefully review the description of such rights set forth in this Circular, including timing deadlines, and comply with the provisions of Section 185 of the OBCA, the full text of which is set out in Appendix G to this Circular, as modified by the Plan of Arrangement and the Interim Order (where such Dissent Rights may be further modified by the Final Order). See “Dissent Rights of Shareholders” for further details.

Depositary

Torstar has engaged AST Trust Company (Canada) to act as Depositary for the receipt of certificates in respect of the Shares and related Letters of Transmittal.

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Risk Factors

The Arrangement may not be completed. If the Arrangement is not completed, the Corporation will continue to face the risks that it currently faces with respect to its affairs, business and operations and future prospects. Additionally, failure to complete the Arrangement could materially and negatively impact the trading price of the Class B Shares. These and other risk factors described under “Risk Factors” should be carefully considered by Shareholders.

Income Tax Considerations

Shareholders should carefully read the information under “Certain Canadian Federal Income Tax Considerations” in this Circular, which sets out a general summary of certain tax considerations that may be applicable to Shareholders. Such disclosure is not intended to be legal or tax advice to any particular Shareholder. Shareholders should consult their own tax advisors with respect to their particular circumstances.

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GENERAL PROXY MATTERS

This Circular is furnished in connection with the solicitation by and on behalf of the management of the Corporation of proxies to be used at the Meeting to be held at 10:00 a.m. (Toronto time) on July 21, 2020, or any adjournment(s) or postponement(s) thereof, to consider the matters set out in the Notice of Meeting accompanying this Circular.

It is expected that the solicitation of proxies will be primarily by mail, but proxies may also be solicited personally, by telephone, facsimile transmission, other electronic means or personal contact by the directors, officers or employees of the Corporation without special compensation. The Corporation may also retain a proxy solicitation agent. The cost of solicitation, including of any proxy solicitation agent retained by it, will be borne by the Corporation.

Meeting Information

The Meeting is scheduled to be held at 10:00 a.m. (Toronto time) on July 21, 2020. Out of an abundance of caution, to proactively deal with the public health impact of the novel coronavirus, also known as COVID-19, and to mitigate risks to the health and safety of our communities, Shareholders, employees and other stakeholders, we will be holding the Meeting in a virtual-only format, which will be conducted via live audio webcast. Shareholders will have an equal opportunity to participate at the Meeting online, regardless of their geographic location. The live audio webcast will be accessible online at https://web.lumiagm.com/175007155, password “torstar2020” (case sensitive).

Attending the Meeting

The Meeting will be held in a virtual-only format, which will be conducted via live audio webcast. Shareholders will not be able to attend the Meeting in person.

Registered Shareholders and duly appointed and registered proxyholders will be able to virtually attend, participate and vote at the Meeting. Registered Shareholders and duly appointed and registered proxyholders who participate in the Meeting online will be able to listen to the Meeting, ask questions and vote, all in real time, provided they are connected to the Internet and comply with all of the requirements set out below under “Voting Instructions – Registered Shareholders – Voting at the Virtual Meeting”.

Beneficial Shareholders who have not duly appointed themselves as proxyholders may still attend the Meeting as guests. Guests will be able to listen to the Meeting but will not be able to vote at the Meeting. See “Voting Instructions – Beneficial Shareholders – Voting at the Virtual Meeting” below.

Registered Shareholders, duly appointed and registered proxyholders and guests, including Beneficial Shareholders who have not duly appointed themselves as proxyholder, can log in to the Meeting as set out below. Guests can listen to the Meeting but are not able to vote.

- Log in online at https://web.lumiagm.com/175007155. We recommend that you log in at least one hour before the Meeting starts.

- Click “Login” and then enter your Control Number (see below) and password “torstar2020” (case sensitive).

OR

Click “Guest” and then complete the online form.

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Registered Shareholders

The control number located on the form of proxy or in the email notification you received is your “Control Number” for the purposes of logging in to the Meeting.

Duly Appointed Proxyholders

The Transfer Agent will provide proxyholders with a Control Number by email after the proxyholder has been duly appointed and registered in accordance with the instructions provided in the form of proxy.

If you attend the Meeting, it is important that you are connected to the Internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting. You should allow ample time to check into the Meeting online and complete the related procedures.

Voting Instructions

You can vote your Shares by proxy or at the Meeting. Please follow the instructions below based on whether you are a Registered Shareholder or a Beneficial Shareholder.

Beneficial Shareholders

You are a beneficial (non-registered) Shareholder (a “Beneficial Shareholder”) if your Shares are held in the name of an intermediary (“Intermediary”) (such as a bank, trust company or securities broker) or in the name of a clearing agency (such as CDS). Under applicable Securities Laws, a Beneficial Shareholder is a “non-objecting beneficial owner” (“NOBO”) if such Beneficial Shareholder has or is deemed to have provided instructions to the Intermediary holding the Shares on such Beneficial Shareholder’s behalf not objecting to the Intermediary disclosing ownership information about the Beneficial Shareholder in accordance with such legislation, and a Beneficial Shareholder is an “objecting beneficial owner” (“OBO”) if such Beneficial Shareholder has or is deemed to have provided instructions objecting to same.

If you are a NOBO, the Corporation has sent these materials directly to you, and your name and address and information about your holdings of Shares have been obtained in accordance with applicable Securities Laws from the Intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. The voting instruction form that is sent to NOBOs contains an explanation as to how you can exercise the voting rights attached to your Shares, including how to attend and vote directly at the Meeting. Please return your voting instructions as specified in the enclosed voting instruction form.

If you are an OBO, you received these materials from your Intermediary or its agent (such as Broadridge Financial Solutions Inc.), and your Intermediary is required to seek your instructions as to the manner in which to exercise the voting rights attached to your Shares. Your Intermediary will generally provide you with a voting instruction form or a proxy form. You should follow the voting instructions provided by your Intermediary. The Corporation has agreed to pay for Intermediaries to deliver to OBOs the proxy-related materials and the relevant voting instruction form. The voting instruction form that is sent to an OBO by the Intermediary or its agent should contain an explanation as to how you can exercise the voting rights attached to your Shares, including how to attend online and vote directly at the Meeting. Please provide your voting instructions to your Intermediary as specified in the enclosed voting instruction form.

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Voting at the Virtual Meeting

Beneficial Shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the Meeting but will be able to participate as a guest. This is because we do not have unrestricted access to the names of our Beneficial Shareholders. If you attend the Meeting, we may have no record of your shareholdings or entitlement to vote, unless your Intermediary has appointed you as proxyholder.

Should a Beneficial Shareholder wish to attend and vote at the Meeting (or have another person attend and vote on behalf of the Beneficial Shareholder), the Beneficial Shareholder should follow the instructions for voting at the Meeting that are provided on the voting instruction form or form of proxy, as applicable, and refer to the instructions set out below under “Appointment of Proxies”.

Changing your Vote

If you have already sent your completed voting instruction form to your Intermediary and you change your mind about your voting instructions, or want to vote at the Meeting, contact your Intermediary to find out whether this is possible and what procedure to follow.

Registered Shareholders

You are a Registered Shareholder if you have a share certificate for Shares and they are registered in your name or if you hold Shares through direct registration. You will find a form of proxy enclosed.

Voting by Proxy

Voting by proxy means you are giving the person or persons named in your form of proxy the authority to attend the Meeting, or any adjournment(s) or postponement(s) thereof, and vote your Shares for you. Please mark your vote, sign, date and follow the return instructions provided in the enclosed form of proxy. By doing this, you are giving the directors or officers of Torstar who are named in the form of proxy the authority to vote your Shares at the Meeting, or any adjournment or postponement thereof.

You can choose another person or company to be your proxyholder, including someone who is not a Shareholder. You can do so by following the instructions set out below under “Appointment of Proxies”.

Voting at the Virtual Meeting

You do not need to complete or return your form of proxy if you plan to vote at the Meeting.

Simply follow the instructions set out under “Meeting Information – Attending the Meeting” above, to attend the Meeting online and complete a ballot virtually during the Meeting.

Changing your Vote

A Registered Shareholder who has submitted a proxy may revoke the proxy by delivering a signed instrument in writing, including another proxy bearing a later date, executed by the Registered Shareholder or his or her attorney authorized in writing or, if the Registered Shareholder is a corporation, by an officer or attorney thereof duly authorized, to the Transfer Agent before the deadline for filing proxies, or in any other manner permitted by Law. The revocation of a proxy does not, however, affect any matter on which a vote has been taken prior to the revocation.

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If you have followed the process for attending and voting at the Meeting virtually, voting at the Meeting virtually will revoke your previous proxy.

Exercise of Discretion by Proxies

If you do not specify on your proxy form how you want a proxyholder appointed by you (other than the management nominees) to vote your Shares, then your proxyholder can vote your Shares as he or she sees fit. Shares represented by properly executed proxies in favour of the management nominees of the Corporation as designated in the proxy will be voted for or against the Arrangement Resolution in accordance with the instructions contained in the proxy. If a proxy appointing management nominees does not contain voting instructions, the Shares represented by such proxies will be voted FOR the Arrangement Resolution.

How the Votes Will be Counted

Proxies are counted by the Transfer Agent.

Appointment of Proxies

The following applies to Shareholders who wish to appoint a person (a “third-party proxyholder”) other than the management nominees identified in the form of proxy or voting instruction form, as applicable, as proxyholder, including Beneficial Shareholders who wish to appoint themselves as proxyholder to attend and vote at the Meeting.

Shareholders who wish to appoint a third-party proxyholder to attend at the Meeting as their proxyholder and vote their Shares MUST submit their form of proxy or voting instruction form, as applicable, appointing that person as proxyholder AND register that proxyholder with the Transfer Agent, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a Control Number that is required to vote at the Meeting and only being able to attend as a guest.

Step 1 – Submit your Form of Proxy or Voting Instruction Form: To appoint a third-party proxyholder, insert that person’s name in the blank space provided in the form of proxy or voting instruction form (if permitted) and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed before registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form. If you are a Beneficial Shareholder and wish to vote at the Meeting, you must insert your own name in the space provided on the voting instruction form sent to you by your Intermediary, follow all of the applicable instructions provided by your Intermediary AND register yourself as your proxyholder, as described below. By doing so, you are instructing your Intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your Intermediary.

Step 2 – Register your Proxyholder: To register a third-party proxyholder, Shareholders must contact the Transfer Agent by phone at 1-866-751-6315 (within North America) or 212-235-5754 (outside North America) by no later than 10:00 a.m. (Toronto Time) on July 17, 2020, or not less than 48 hours (Saturdays, Sundays and statutory holidays excepted) prior to the time any adjourned meeting is reconvened or any postponed meeting is convened, and provide the Transfer Agent with the required proxyholder contact information so that the Transfer Agent may provide the third-party proxyholder with a Control Number via email. This Control Number will allow third-party

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proxyholders to log in and vote at the Meeting. Without a Control Number, third-party proxyholders will not be able to vote at the Meeting and will only be able to participate as a guest.

Beneficial Shareholders in the United States

If you are a Beneficial Shareholder located in the United States and wish to vote at the Meeting or, if permitted, appoint a third-party proxyholder, you must obtain a valid legal proxy from your Intermediary. Follow the instructions from your Intermediary included with the legal proxy form and the voting information form sent to you, or contact your Intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your Intermediary, you must then submit such legal proxy to the Transfer Agent. Requests for registration from Beneficial Shareholders located in the United States that wish to vote at the Meeting or, if permitted, appoint a third party proxyholder must be sent by e-mail or by courier to: [email protected] (if by e-mail), or AST Trust Company (Canada), Attn: Proxy Dept, 1170 Birchmount Road, Toronto, Ontario, M1P 5E3, Canada (if by courier), and in both cases, must be labeled “Legal Proxy” and received by no later than 10:00 a.m. (Toronto time) on July 17, 2020, or not less than 48 hours (Saturdays, Sundays and statutory holidays excepted) prior to the time any adjourned meeting is reconvened or any postponed meeting is convened.

In addition, Beneficial Shareholders located in the United States must contact the Transfer Agent by phone at 1-866-751-6315 (within North America) or 212-235-5754 (outside North America), by no later than 10:00 a.m. (Toronto time) on July 17, 2020, or not less than 48 hours (Saturdays, Sundays and statutory holidays excepted) prior to the time any adjourned meeting is reconvened or any postponed meeting is convened, so that the Transfer Agent may provide the third-party proxyholder with a Control Number via email. This Control Number will allow third-party proxyholders to log in and vote at the Meeting. Without a Control Number, third-party proxyholders will only be able to participate as a guest at the Meeting.

If you are Unable to Attend the Virtual Meeting

In order for your vote to be counted, your voting instructions must be received before the date indicated on your voting instruction form, or if voting by proxy, by no later than 10:00 a.m. (Toronto time) on July 17, 2020, or not less than 48 hours (Saturdays, Sundays and statutory holidays excepted) prior to the time any adjourned meeting is reconvened or any postponed meeting is convened.

You may vote by proxy using one of the following methods:

- By email to [email protected] By facsimile to 416-368-2502 or 1-866-781-3111 - By touch-tone telephone at 1-888-489-5760 - By mail to AST Trust Company (Canada), using the business reply envelope accompanying

your proxy - By Internet at www.astvotemyproxy.com

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THE ARRANGEMENT

Background to the Arrangement

The Arrangement Agreement is the result of extensive arm’s length negotiations conducted among representatives of the Corporation and the Special Committee, the Voting Trust and the Purchaser, and their respective advisors. The following is a summary of the principal events leading to the execution of the Arrangement Agreement.

Torstar is a broadly-based Canadian media company with a strong presence in Ontario. Its businesses include the Toronto Star, Canada’s largest daily newspaper; six regional daily newspapers in Ontario including The Hamilton Spectator and more than 70 weekly community newspapers in Ontario; flyer distribution services; and digital properties including thestar.com, wheels.ca, toronto.com, save.ca, a number of regional online sites and eyeReturn Marketing. It also holds a majority interest in VerticalScope, a North American vertically-focused digital media company.

Changes in the print and digital media landscapes, as well as digital technologies and platforms, have had an impact on Torstar’s businesses and the media industry as a whole in recent years. The media landscape, and the newspaper industry in particular, has experienced significant changes. As a result of the evolving media landscape, the competitive conditions facing Torstar’s businesses have broadened and shifted to include a broad range of media and Torstar has had to explore other ways to retain readership, reader engagement and subscriptions, and advertising and distribution revenues.

The Board regularly evaluates the strategic direction of the Corporation, and increasingly in recent years has considered the strategic alternatives available to the Corporation in light of the competitive conditions the Corporation has faced. In August 2019, the Corporation retained a management consulting firm to assist the Board and management in considering various options to create or unlock potential additional shareholder value beyond the Corporation’s existing transformation plans. In late September 2019, the consulting firm presented the Board with potential alternatives to accelerate value creation, following which the Board confirmed its support for exploring a potential sale of Torstar’s community newspapers and/or its interest in VerticalScope and instructed management to commence preliminary work relating to these possibilities.

On October 29, 2019, at the Board’s regularly scheduled meeting, management reported on its preliminary work since the prior Board meeting and the Board continued its discussions regarding the potential range of transactions and alternatives including the potential sale of the Corporation’s community newspapers and/or its interest in VerticalScope and also including potentially the sale of the Corporation. Management was asked to engage with potential financial advisors as an initial step in the Board’s selection of an advisor to assist in a possible sale process.

On December 3, 2019, at the Board’s regularly scheduled meeting, the Board received an update from management on discussions with potential financial advisors, including Marckenz. On January 20, 2020, the Board approved the engagement of Marckenz to act as financial advisor to assist in the development, evaluation and potential implementation of various strategic alternatives. On January 23, 2020, the Corporation formally engaged Marckenz to advise the Board and any special committee thereof in connection with the foregoing.

On February 10, 2020, the Corporation received an unsolicited written, non-binding proposal (the “Initial Proposal”) from Jordan Bitove, which proposed a transaction whereby a company controlled by Mr. Bitove would acquire 100% of the Class A Shares and Class B Shares for $0.566 per Share in cash. The Initial Proposal included a request for a period of approximately nine weeks during which Mr. Bitove and his

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advisors would conduct due diligence and the Corporation and Mr. Bitove would conduct exclusive negotiations. Among other things, the Initial Proposal contemplated that the Corporation and the Purchaser would cooperate to cause the Voting Trust, Fairfax Financial (or an affiliate) and the Corporation’s directors to enter into voting support agreements in connection with the proposed transaction. Later on the same day, Paul Rivett, then the President of Fairfax Financial, advised John Boynton, Torstar’s President and Chief Executive Officer that Fairfax Financial, in its capacity as the Corporation’s largest holder of Class B Shares, holding approximately 40% of the Class B Shares, had also been provided with a copy of the Initial Proposal by Mr. Bitove.

On February 18, 2020, Mr. Boynton and a representative of Marckenz met with Mr. Rivett to discuss Fairfax Financial’s view of the Initial Proposal. Mr. Rivett informed them that he had retired as President of Fairfax Financial (as had been publicly announced on February 13, 2020), but, at the request of Fairfax Financial, would be continuing as Fairfax Financial’s point person on its investment in Torstar for the time being. He indicated that while Fairfax Financial would prefer to receive a higher price than was contemplated in the Initial Proposal, it was supportive of a sale of Torstar at the price contemplated in such proposal. Later on the same day, Mr. Boynton, representatives of Marckenz and Torstar’s legal counsel, Blakes, met with Mr. Bitove and representatives of the Purchaser’s legal counsel, Norton Rose. At that meeting, Torstar and its advisors obtained additional background regarding the Initial Proposal and advised Mr. Bitove that the Board would consider the Initial Proposal at a regularly-scheduled Board meeting to be held on February 25, 2020. Following the meeting, Marckenz obtained additional background information regarding the Initial Proposal from Mr. Bitove’s financial advisor, PointNorth.

At its meeting on February 25, 2020, the Board received advice from Blakes regarding, among other things, the fiduciary duty of directors and the specific obligations of directors in connection with strategic transactions. Marckenz provided an overview of the analysis and activities it had undertaken since it had been engaged, including some preliminary perspectives on the value of the Shares and of Torstar’s operating segments, and discussed the parties Marckenz had identified as potential purchasers of Torstar or certain of its assets. The Board and its advisors also discussed the Initial Proposal, and Marckenz advised the Board of the discussions that had taken place regarding the Initial Proposal with Mr. Bitove and PointNorth, as well as Fairfax Financial’s view of the Initial Proposal. The Board resolved at the meeting to establish a special committee of independent directors consisting of Linda Hughes (Chair), Daniel A. Jauernig, Alnasir Samji and Paul R. Weiss, with a mandate to, among other things, solicit third party proposals for one or more potential strategic transactions; consider and determine whether any such transaction is in the best interest of the Corporation and its stakeholders and should be pursued by Torstar, including relative to maintenance of the status quo of Torstar; to negotiate or supervise the negotiation of any such transaction; and to make recommendations to the Board respecting any such transaction.

Immediately following the Board meeting, the Special Committee met with John Honderich, the Chair of the Board and of the Voting Trust, Blakes and Marckenz. There was a further discussion of the prospects of Torstar’s operating segments and potential purchasers of Torstar or certain of its assets. The Special Committee directed Marckenz to initiate contact with various potential purchasers to gauge the level of interest of such parties in pursuing a transaction with Torstar. With respect to the Initial Proposal, the Special Committee concluded that given that approximately 99% of the Class A Shares were held by the Voting Trust and that the Initial Proposal contemplated a voting support agreement from the Voting Trust, the Voting Trust’s views of the Initial Proposal were a critical factor in considering a potential transaction with Mr. Bitove. Mr. Honderich indicated that he would arrange a meeting between the Voting Trustees and Mr. Bitove. Based on, among other things, the initial advice from Marckenz, the Special Committee determined that the price offered in the Initial Proposal was not acceptable to the Special Committee and instructed Marckenz to advise Mr. Bitove of its determination, and to provide an update to Fairfax Financial. The Special Committee also discussed the merits of seeking a fairness opinion from another independent financial advisor in the event that a transaction was to proceed. Potential financial advisors for such an

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assignment were discussed, and Blakes indicated it would approach possible advisors regarding the potential assignment.

At a meeting of the Special Committee on February 28, 2020, Marckenz provided an update on its market-sounding process. Marckenz reported that it had identified and contacted 26 third parties (comprised of potential strategic and financial buyers as well as high net worth individuals) to solicit interest in a transaction for part or all of Torstar. Marckenz reported that most parties contacted were not interested in considering a possible transaction, and that of the parties expressing interest, most had concentrated on the acquisition of specific assets of the Corporation, rather than a broader strategic transaction. Marckenz also updated the Special Committee on its discussions with PointNorth on February 26, 2020 regarding the inadequacy of the price contemplated in the Initial Proposal. Marckenz also updated the Special Committee on its discussions with Fairfax Financial on February 26, 2020. Marckenz reported that Fairfax Financial continued to be supportive of a Torstar sale transaction. The Special Committee also reviewed with Blakes and Marckenz the non-financial terms of the Initial Proposal and instructed Marckenz to revert to PointNorth with proposed revisions to the terms of such proposal.

The Special Committee met again on March 5, 2020 following a meeting earlier that day between Mr. Bitove and the Voting Trustees. Mr. Honderich provided an update to the Special Committee regarding the earlier meeting and advised that the Voting Trust would be supportive of the Corporation entering into an exclusive due diligence and negotiation process with Mr. Bitove for a period of up to six weeks if the indicative price in the Initial Proposal was meaningfully increased. Marckenz provided the Special Committee with an update on its market-sounding process with other potential purchasers and discussed potential strategic alternatives and its perspectives on the value of the Corporation and certain of its assets. Marckenz also updated the Special Committee on its discussion on March 3, 2020 with Mr. Rivett and Prem Watsa, Chairman and Chief Executive Officer of Fairfax Financial, during which Mr. Watsa re-iterated Fairfax Financial’s continued interest in and support of the transaction contemplated in the Initial Proposal. Following discussions, the Special Committee determined that the Corporation should advise Mr. Bitove that it was willing to enter into an exclusive due diligence and negotiation process with Mr. Bitove for a 30-day period in respect of a proposed transaction at a meaningfully increased indicative price and that it would recommend this course of action to the Board.

The Special Committee presented the Board with its recommendation at a meeting on March 9, 2020. At such meeting, Marckenz discussed potential strategic alternatives and provided the Board with its preliminary perspectives on value of the Corporation and certain of its assets as well as an update on its identification of, outreach to and discussions with various potential purchasers, after which the Board authorized Marckenz to advise Mr. Bitove that the Corporation was willing to enter into an exclusive due diligence and negotiation process with him on the terms recommended by the Special Committee. The Board further authorized the Special Committee to enter into an exclusivity agreement with Mr. Bitove on terms acceptable to the Special Committee. Later that day, Marckenz conveyed the Corporation’s position to PointNorth, and provided a further update to Fairfax Financial (through Mr. Rivett).

On March 18, 2020, the Corporation received an updated non-binding proposal (the “Increased Proposal”) from Mr. Bitove for a company controlled by him to acquire 100% of the Class A Shares and Class B Shares for $0.63 per Share in cash. The Increased Proposal contemplated a 45-day exclusivity period.

On March 20, 2020, the Special Committee met to consider, among other things, the Increased Proposal. Marckenz provided an update to the Special Committee regarding the potential purchasers it had contacted and advised that while four parties had entered into confidentiality agreements and received access to confidential materials regarding the Corporation, based on discussions with such parties, the prospect of an offer from any such party at a price above the indicative price in the Increased Proposal was low. Marckenz also updated the Special Committee on its discussions with PointNorth that preceded the delivery of the

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Increased Proposal. Marckenz advised that Mr. Bitove had repeatedly indicated that he would not participate in any auction process and would only be willing to further pursue a potential transaction if an exclusivity period was granted to him. Additionally, Marckenz provided financial advice to assist the Special Committee in evaluating the Increased Proposal. Following deliberations, the Special Committee determined that the Corporation should enter into a 45-day exclusivity agreement with Mr. Bitove, consistent with the terms of the Increased Proposal, subject to confirmation that the Voting Trust would be supportive of a transaction at the price contemplated in the Increased Proposal.

On March 24, 2020, following a meeting of the Voting Trustees and Gary Girvan, the Voting Trust’s legal counsel, to discuss the Increased Proposal, Mr. Honderich advised the Chair of the Special Committee that the Voting Trust was supportive of pursuing the transaction contemplated in the Increased Proposal and of the Corporation entering into an exclusivity agreement with Mr. Bitove consistent with the terms of the Increased Proposal.

On March 26, 2020, the Special Committee met and received a further update from Marckenz on its discussions with certain of the third parties that had entered into confidentiality agreements and received access to confidential materials regarding the Corporation. Marckenz advised that it continued to be of the view that the prospect of an offer from any of such parties at a price above the indicative price in the Increased Proposal was low. Following such update, and taking into consideration the views of the Voting Trust provided to it by Mr. Honderich, the Special Committee again determined that the Corporation should proceed to enter into an exclusivity agreement with Mr. Bitove.

On March 27, 2020, the Corporation entered into an exclusivity agreement with Mr. Bitove which provided a 45-day period during which the Corporation would negotiate exclusively with Mr. Bitove and Mr. Bitove would conduct due diligence regarding the transaction contemplated in the Increased Proposal. Among other things, the Increased Proposal contemplated that the Corporation and the Purchaser would cooperate to cause the Voting Trust, Fairfax Financial (or an affiliate) and the Corporation’s directors to enter into voting support agreements in connection with the proposed transaction, including potentially voting support agreements that would not automatically terminate upon termination of the definitive transaction agreement. The Corporation also entered into the Confidentiality Agreement with Mr. Bitove on that date.

Over the next few weeks, Mr. Bitove and his representatives conducted due diligence investigations of Torstar and its businesses, including in a number of meetings with management of Torstar. These discussions and investigations included a review of the potential impact of the COVID-19 pandemic on Torstar’s businesses. Over the same period, discussions among the respective representatives of Torstar and Mr. Bitove regarding the principal terms of the Arrangement commenced and an initial draft of the Arrangement Agreement was prepared. During these discussions, Torstar’s representatives were advised by Mr. Bitove’s representatives on March 30 and 31, 2020 that Mr. Rivett, in his personal capacity, had agreed to a request from Mr. Bitove to assist the Purchaser with due diligence and financing matters in connection with the proposed transaction and that Mr. Rivett had ceased to be Fairfax Financial’s point person with respect to its investment in Torstar. Subsequently, on April 6, 2020, Torstar’s representatives were further advised by Mr. Bitove’s representatives that Mr. Rivett would have a non-controlling equity interest in the Purchaser.

At a meeting on April 20, 2020, the Special Committee received an update from Marckenz and Blakes regarding the proposed transaction and the negotiation of the Arrangement Agreement, and the Purchaser’s due diligence progress. The Special Committee discussed the expected timing of a transaction if one were to proceed and determined that it was an appropriate time to engage a second, independent financial advisor to provide an opinion as to the fairness of the consideration to be received by Shareholders pursuant to a potential transaction. After consideration of alternatives, the Special Committee decided to engage Blair Franklin as an independent financial advisor.

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Later in the day on April 20, 2020, the respective legal advisors for the Corporation and the Purchaser continued discussions with respect to the transaction. Among other things, the Purchaser’s counsel advised that, with respect to the structure of the Purchaser, Mr. Rivett would be participating equally along with Mr. Bitove in the ownership of the Purchaser and that, with respect to the voting support agreements, the Purchaser was seeking a voting support agreement from Fairfax Financial that would not automatically terminate upon termination of the Arrangement Agreement (a “Hard Lock-up Agreement”). Blakes advised Norton Rose that, based on prior deliberations of the Special Committee and the Voting Trustees, it expected that a transaction involving a Hard Lock-up Agreement with Fairfax Financial would not be acceptable to the Special Committee or the Voting Trust as, in their view, the existence of such an agreement would effectively deprive Shareholders of the possibility of a superior proposal emerging following the execution of an arrangement agreement.

On April 24, 2020, the Special Committee met with Mr. Honderich, Blakes and Marckenz to receive updates on negotiations regarding the transaction, including the developments that had been discussed by Norton Rose and Blakes on April 20, 2020 and subsequent discussions between the respective legal and financial advisors of Torstar and the Purchaser.

Over the next few days, the Parties’ respective legal and financial advisors continued negotiating the Arrangement Agreement and related documents. Among the key outstanding issues discussed were the Parties’ respective positions on the possibility of a Hard Lock-up Agreement with Fairfax Financial, the quantum of the termination fees and certain interim period covenants of the Corporation.

On April 27, 2020, Blair Franklin was formally engaged by the Special Committee.

During the first week of May 2020, the Special Committee met twice to receive updates from Blakes and Marckenz on the status of negotiations and the outstanding issues in connection with the Arrangement Agreement and related documents, as well as the status of Blair Franklin’s work. Blakes, following discussions with Mr. Girvan, also discussed with the Special Committee the proposed process to comply with the majority of the minority voting requirements imposed by MI 61-101 with respect to the Shares subject to the Voting Trust. Updates regarding these matters were also provided to the Board at a regularly scheduled Board meeting held on May 5, 2020.

On May 6, 2020, Torstar held its annual general meeting. Mr. Weiss had previously determined that he was not going to stand for re-election as a director of Torstar and he therefore was not nominated for election at the meeting. Although Mr. Weiss ceased to be a director on May 6, 2020, he continued to assist and attend meetings of the Special Committee thereafter in an advisory capacity. Following the annual general meeting, Mr. Bitove made a presentation to the Board, the Voting Trustees and management regarding the transaction, including Mr. Bitove’s views on the importance of newspapers and the Atkinson Principles. Following such presentation, the Special Committee met to receive an update from Blair Franklin on its progress and approach to fairness.

Negotiation of the Arrangement Agreement and related documents between the Parties and their respective advisors continued during the course of the following week, and the Special Committee met during that period to receive updates on such negotiations and on the debt financing alternatives being considered by the Purchaser, including the possible financing of the transaction by Canso Investment Counsel, Ltd. in its capacity as portfolio manager acting for and on behalf of certain accounts managed by it (“Canso”). On May 11, 2020, the Parties agreed to extend the exclusivity period to May 19, 2020.

From the Corporation’s perspective, the principal outstanding issue following such negotiations was the possibility of a Hard Lock-up Agreement with Fairfax Financial. Following a Special Committee meeting on the evening of May 13, 2020, which was attended by Mr. Honderich and Mr. Girvan on behalf of the

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Voting Trust, Marckenz advised PointNorth that the Special Committee and the Voting Trust were unwilling to proceed with a transaction that involved a Hard Lock-up Agreement with Fairfax Financial, but that the Special Committee was willing to consider increasing the amount of the termination fee under discussion in the Arrangement Agreement, provided that the amount of the reverse termination fee was also increased.

On May 19, 2020, the Purchaser advised Marckenz that it was willing to consider a transaction that did not involve a Hard Lock-up Agreement with Fairfax Financial if the termination fee payable under the Arrangement Agreement were to be meaningfully increased. Later that day, the Special Committee met and received a presentation from Blair Franklin regarding its detailed preliminary view of fairness. Following that meeting, the Parties agreed to extend the exclusivity period to May 25, 2020.

During the week that followed, the Parties and their respective advisors continued to negotiate the remaining terms of the Arrangement Agreement and related documents, including the Voting Support Agreements.

On May 21, 2020, the Special Committee held a meeting to which it invited the Voting Trustees and Mr. Girvan to attend to hear the presentation from Blair Franklin regarding its detailed preliminary view of fairness. At the conclusion of the meeting, the Special Committee advised the Voting Trustees that, based on the Special Committee’s consideration of, among other things, the preliminary view of fairness provided by Blair Franklin and the advice of the Corporation’s legal counsel and financial advisors, the Special Committee’s preliminary view was that the Arrangement is in the best interest of the Corporation and that the Arrangement, including the Consideration, is fair to Shareholders. The Special Committee further advised that the final recommendation of the Special Committee to the Board remained contingent on, among other things, the determination of the Voting Trustees as to the Voting Trust’s support for the Arrangement, receipt of the Blair Franklin Fairness Opinion and the final terms of the Arrangement Agreement and the Voting Support Agreements. The Special Committee was advised by Mr. Honderich that the Voting Trustees were scheduled to meet after the Special Committee meeting in order to discuss and initiate the process of determining the level of support within the Voting Trust, including within each of the voting trust groups constituting the Voting Trust, for the Arrangement and the execution of a Voting Support Agreement with the Purchaser.

Negotiations regarding the terms of the Arrangement Agreement and the Voting Support Agreements continued between May 21, 2020 and May 25, 2020. On May 25, 2020, following a meeting of the Voting Trustees, the Board met to receive an update on the level of support for the Arrangement from the members of the Voting Trust. The Board was advised that the Voting Trust would sign a Voting Support Agreement in respect of approximately 93.2% of the Shares held in the Voting Trust. The Board also received an update on the status of negotiations of the Arrangement Agreement and related documents, including on the Purchaser’s proposed financing of the Arrangement by Canso and the status of Canso’s due diligence review. The Board approved an extension to the exclusivity period and the Corporation agreed with the Purchaser following the meeting to extend such period to the morning of May 28, 2020.

Late in the afternoon on May 26, 2020, the Special Committee met to consider the Arrangement and invited the other members of the Board to attend. Blakes provided legal advice regarding the terms of the settled form of Arrangement Agreement and the Voting Support Agreements and related matters. Marckenz and Blair Franklin each delivered to the Special Committee its oral fairness opinion, which was subsequently confirmed by delivery of the Blair Franklin Fairness Opinion and the Marckenz Fairness Opinion, respectively, to the effect that, as of May 26, 2020 and subject to the assumptions, limitations and qualifications contained therein, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders. After consideration and discussion of the advice and opinions provided to the Special Committee, the Special Committee

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unanimously determined and recommended, based on the factors set forth below under “Considerations of the Special Committee and the Board in Making their Recommendation – Reasons for the Recommendations”, that: (i) the Board determine the Arrangement is fair and reasonable to the Shareholders and is in the best interest of the Corporation and that the Arrangement Agreement be approved by the Board, and (ii) the Board recommend that Shareholders vote in favour of the Arrangement Resolution.

The Board met on May 26, 2020 following the Special Committee meeting. After receipt of the aforementioned recommendation of the Special Committee, the Board (with one director, Martin Thall, dissenting on the basis that the Corporation should continue its review of strategic alternatives in order to solicit and consider alternative transactions to that contemplated by the Arrangement) resolved, based on the factors set forth below under “Considerations of the Special Committee and the Board in Making their Recommendation – Reasons for the Recommendations”: (i) that the Arrangement is fair and reasonable to the Shareholders, (ii) that the Arrangement is in the best interest of the Corporation, and (iii) to recommend that Shareholders vote in favour of the Arrangement Resolution.

In the evening on May 26, 2020, the Arrangement Agreement was executed and delivered by the Corporation and the Purchaser, and the Corporation issued a news release announcing the entering into of the Arrangement Agreement.

Considerations of the Special Committee and the Board in Making their Recommendations

Reasons for the Recommendations

In determining that the Arrangement is fair and reasonable to the Shareholders and in the best interest of Torstar, and in making their respective recommendations, the Special Committee and the Board considered and relied upon a number of factors, including, among others, those listed below. The Special Committee and the Board did not attempt to assign relative weights to the various factors and individual members of the Special Committee and the Board may have given different weights to different factors. The following discussion of the information and factors considered and evaluated by the Special Committee and the Board is not intended to be exhaustive of all factors considered and evaluated by the Special Committee and the Board. The conclusions and recommendations of the Special Committee and the Board were made in light of the totality of the information and factors considered.

The following includes forward-looking statements and the reasons and potential issues are subject to various risks and assumptions. See “Forward-Looking Statements” and “Risk Factors”.

Significant Premium to Market Values. The Consideration to be paid pursuant to the Arrangement for each Share represents a premium of approximately 66.7% to the volume-weighted average price of the Class B Shares for the 20 trading days on the TSX ended May 25, 2020, the last trading day prior to the announcement of the Arrangement, as well as a significant premium to the recent trading ranges of the Class B Shares on the TSX prior to the decline in equity markets in advance of the declaration of the COVID-19 pandemic. For example, the Consideration to be paid pursuant to the Arrangement for each Share represents a premium of approximately 39% to the volume-weighted average price of the Class B Shares for the 20 trading days on the TSX ended February 20, 2020, the date on which the S&P/TSX Composite Index reached its all-time high of 17,971.

Certainty of Value and Immediate Liquidity. The Consideration to be received by Shareholders is payable entirely in cash and provides Shareholders with certainty of value and immediate liquidity and removes the uncertainties to Shareholders associated with the potential future performance of the Corporation, including those related to the challenging competitive conditions the Corporation has faced in recent years and the current economic environment, the risks and costs associated with

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the Corporation remaining a public entity, as well as other risks that are beyond the control of the Corporation and its management, including management of Torstar’s various associated businesses.

Review of Strategic Alternatives. The Special Committee and the Board, in consultation with senior management of the Corporation and with the assistance of legal and financial advisors, assessed the business, operations, assets, financial condition, operating results and future prospects of the Corporation and the relative benefits and risks of various alternatives reasonably available to the Corporation, including the continued execution of the Corporation’s existing strategic plan and the possibility of soliciting other buyers of the Corporation or some or all of the assets of the Corporation, and determined that the Arrangement represents the best current prospect for maximizing Shareholder value.

Arm’s Length Negotiations. The Arrangement and the Arrangement Agreement are the result of a comprehensive negotiation process that was undertaken at arm’s length with the oversight and participation of the Special Committee and the Board and the participation of legal counsel and the Financial Advisors, which resulted in an agreement with terms and conditions that are reasonable in the judgment of the Special Committee and the Board.

Voting Support Agreements. The Voting Trust (in respect of approximately 93.2% of the Shares subject to such trust), the directors of the Corporation who are not trustees under the Voting Trust, and HWIC, a wholly-owned subsidiary of Fairfax Financial, the Corporation’s largest holder of Class B Shares, have entered into the Voting Support Agreements with the Purchaser in respect of 8,264,022 Class A Shares and 41,272,161 Class B Shares, representing approximately 84.3% and 57.6% of the Class A Shares and Class B Shares, respectively, and an aggregate of approximately 60.8% of the total number of issued and outstanding Class A Shares and Class B Shares. Such Shareholders have agreed, among other things, to vote in favour of the approval of the Arrangement Resolution. In the event the Arrangement Agreement is terminated in accordance with its terms, obligations under the Voting Support Agreements automatically terminate.

Reasonable Likelihood of Completion. The Arrangement is not subject to a financing condition and is otherwise subject to a limited number of conditions. In addition, in connection with the execution of the Arrangement Agreement, the Purchaser deposited $3.5 million in escrow with the Escrow Agent to fund the Reverse Termination Fee (discussed below). Further, based upon representations and warranties from the Purchaser, no material regulatory issues are expected to arise in connection with the Arrangement so as to prevent or delay the consummation of the Arrangement.

Fairness Opinions. Each of Blair Franklin and Marckenz Capital provided an opinion to the Special Committee and the Board to the effect that, based upon and subject to the assumptions, qualifications and limitations set out in their respective Fairness Opinion, as of May 26, 2020, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders. See “The Arrangement – Fairness Opinions – Fairness Opinion of Blair Franklin” and “The Arrangement – Fairness Opinions – Fairness Opinion of Marckenz Capital”.

Ability to Respond to Superior Proposals. The terms and conditions of the Arrangement Agreement do not prevent a third party from making an unsolicited Acquisition Proposal. Subject to compliance with the terms of the Arrangement Agreement, the Board is not precluded from considering and responding to an unsolicited Acquisition Proposal that constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal at any time prior to obtaining the approval by Shareholders of the Arrangement Resolution. In the event that a Superior Proposal

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is made and not matched by the Purchaser, the Arrangement Agreement may be terminated by the Corporation subject to the payment by the Corporation to the Purchaser of the Corporation Termination Fee (as described below), and the Corporation may enter into a definitive agreement with respect to such Superior Proposal. In the event the Arrangement Agreement is terminated in accordance with its terms, obligations under the Voting Support Agreements automatically terminate.

Support for Atkinson Principles. The Purchaser has stated to the Special Committee and the Board its intent to continue to operate the Toronto Star under and pursuant to the set of doctrines and beliefs established by J.E. Atkinson, known as the “Atkinson Principles” and continue the newspaper’s goal of the advancement of society through the pursuit of social, economic and political reforms.

Corporation Termination Fee. The Corporation Termination Fee of $2 million plus the reimbursement of the reasonable expenses, costs and fees of the Purchaser of up to an additional $1.5 million is payable by the Corporation to the Purchaser if the Arrangement is not completed under certain circumstances and is appropriate in the circumstances as an inducement for the Purchaser to enter into the Arrangement Agreement. In the view of the Special Committee and the Board, the Corporation Termination Fee would not preclude the possibility of a third party making a Superior Proposal.

Reverse Termination Fee. The Reverse Termination Fee of $3.5 million has been deposited in escrow with the Escrow Agent and is payable by the Purchaser to the Corporation if the Purchaser wilfully breaches the Arrangement Agreement, or if after all other conditions to the closing of the Arrangement have been satisfied or waived, the Purchaser does not pay the aggregate purchase price.

Shareholder and Court Approval. The Arrangement Resolution must be approved by (a) the affirmative vote of at least two-thirds of the votes cast by Shareholders, voting as a single class, and (b) the affirmative vote of at least a majority of the votes cast by Shareholders, voting on a separate class basis, excluding those Shareholders whose votes must be excluded pursuant to MI 61-101, in each case voting virtually or represented by proxy at the Meeting. The Arrangement must also be approved by the Court, which will consider the fairness and reasonableness of the Arrangement to all Shareholders.

Fair Treatment. In the Special Committee’s and the Board’s respective views, the terms of the Arrangement Agreement treat stakeholders of the Corporation equitably and fairly, including payment of identical consideration to holders of the Class A Shares and Class B Shares on a per Share basis, and the Arrangement is expected to benefit the Corporation and its stakeholders.

Interim Period Restrictions. The restrictions on the Corporation’s business until the Arrangement is completed or the Arrangement Agreement is terminated are reasonable and are not expected to impair or materially affect the Corporation’s business during such period.

Availability of Dissent Rights. Registered Shareholders who oppose the Arrangement may, upon compliance with certain conditions, exercise Dissent Rights and, if ultimately successful, receive fair value for their Shares.

No Brokerage Fees or Commissions. The Arrangement will allow each Shareholder to dispose of his, her or its Shares without incurring brokerage fees or commissions.

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Potential Issues Relating to the Arrangement

In the course of their deliberations, the Special Committee and the Board, in consultation with Torstar management and their legal and financial advisors, also considered a number of potential risks (as described in greater detail under the heading “Risk Factors”) and issues relating to the Arrangement, including the following:

the Corporation’s non-solicitation obligations under the Arrangement Agreement, the Purchaser’s right under the Arrangement Agreement to match a Superior Proposal and the quantum of the Corporation Termination Fee may discourage other parties from making a Superior Proposal. The Special Committee and the Board understood that such restrictions could limit the possibility that a Superior Proposal will emerge;

closing of the Arrangement is subject to certain conditions, including the receipt of Regulatory Approvals, which may not be forthcoming or satisfied;

the risks to the Corporation if the Arrangement is not completed, including the costs to the Corporation in pursuing the Arrangement and the diversion of the Corporation’s management team from the conduct of the Corporation’s day-to-day business, the potential impact on the Corporation’s current business relationships (including with current and prospective advertisers, employees, suppliers, joint venture partners and other industry partners) and the potential adverse effect on the market price of the Class B Shares;

if the Arrangement is completed, the Corporation will no longer exist as a publicly traded Canadian company and Shareholders will be unable to participate in the longer-term potential benefits of the business of the Corporation, including any benefits that may result from any improvement in the Corporation’s financial results;

if the Arrangement Agreement is terminated by the Corporation due to a wilful breach of the Arrangement Agreement by the Purchaser, or failure by the Purchaser to fund the aggregate Consideration at the closing of the Arrangement, and the Corporation is paid the Reverse Termination Fee of $3.5 million, such Reverse Termination Fee will be its sole monetary remedy and Torstar will be precluded from any other remedy against the Purchaser or any Financing Source or Financing Source Related Party at Law or in equity or otherwise; and such fee is unlikely to compensate Torstar fully for the adverse effects of the termination of the Arrangement Agreement;

the Financing may cease to be available and replacement financing may not be available on terms that are acceptable to the Purchaser or at all, taking into account the Purchaser’s obligations in such respects under the Arrangement Agreement; and

the purchase by the Purchaser of Shares from Shareholders will be a taxable transaction for Canadian federal income tax purposes (and may also be a taxable transaction under other applicable tax Laws) and, as a result, Shareholders will generally be required to pay taxes on gains, if any, that result from the receipt of the Consideration for their Shares under the Arrangement.

Recommendation of the Special Committee

The Special Committee, upon careful consideration of, among other things, the Fairness Opinions and advice of legal counsel and the Financial Advisors, unanimously recommended to the Board that it determine the Arrangement is fair and reasonable to the Shareholders and is in the best interest of the

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Corporation and that the Board recommend that Shareholders vote FOR the Arrangement Resolution approving the Arrangement.

Recommendation of the Board

The Board, after receiving the unanimous recommendation of the Special Committee and, upon careful consideration of, among other things, the Fairness Opinions and advice of its legal counsel and the Financial Advisors, determined (with one director dissenting) that the Arrangement is fair and reasonable to the Shareholders and is in the best interest of the Corporation. Accordingly, the Board recommends that Shareholders vote FOR the Arrangement Resolution approving the Arrangement.

Fairness Opinions

In connection with the evaluation of the Arrangement, the Special Committee and the Board received and considered the oral opinions of Blair Franklin and Marckenz Capital (each subsequently confirmed in writing).

Fairness Opinion of Blair Franklin

Blair Franklin was formally retained by the Special Committee pursuant to an engagement agreement dated April 24, 2020 (the “Blair Franklin Engagement Agreement”). Pursuant to the Blair Franklin Engagement Agreement, Blair Franklin agreed to provide a written opinion as to the fairness, from a financial point of view, of the Consideration to be received by the Shareholders pursuant to the Arrangement. Blair Franklin has been determined to be independent and qualified to provide the Blair Franklin Fairness Opinion based on the credentials of Blair Franklin as a financial advisor in a number of transactions similar to the Arrangement. See “Appendix C – Blair Franklin Fairness Opinion – Credentials of Blair Franklin”.

The terms of the Blair Franklin Engagement Agreement provide for the payment to Blair Franklin of fixed fees for its services and such fees are not contingent on the completion of the Arrangement or any other transaction of the Corporation or on the conclusions reached in the Blair Franklin Fairness Opinion. In addition, Blair Franklin is to be reimbursed for its reasonable out-of-pocket expenses and is to be indemnified by the Corporation in certain circumstances.

Blair Franklin has not provided any financial advisory services or participated in any financing involving the Corporation, the Purchaser or any of their respective associates or affiliates within the past twenty-four months, other than services provided under the Blair Franklin Engagement Agreement. There are no other understandings, agreements, or commitments between Blair Franklin and any of the interested parties with respect to any current or future business dealings which would be material to the Blair Franklin Fairness Opinion.

At the meeting of the Special Committee held on May 26, 2020 to evaluate the Arrangement, Blair Franklin rendered its oral opinion, which it confirmed by delivery of its written Blair Franklin Fairness Opinion dated May 26, 2020. Blair Franklin’s oral opinion reflected the determination that, as of May 26, 2020, subject to the assumptions, limitations and qualifications set out in the Blair Franklin Fairness Opinion, the Consideration of $0.63 in cash per Share to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders.

The full text of the Blair Franklin Fairness Opinion dated May 26, 2020, which sets forth assumptions made, procedures followed, information reviewed, matters considered, and limitations on the scope of review undertaken by Blair Franklin is attached as Appendix C to this Circular. This summary is qualified

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in its entirety by reference to the full text of such opinion. The Blair Franklin Fairness Opinion is not a recommendation as to how any Shareholder should vote or act on any matter relating to the Arrangement or any other matter.

The Blair Franklin Fairness Opinion represents the opinion of Blair Franklin and the form and content of such opinion have been approved for release by a committee of its principals, each of whom is experienced in mergers and acquisitions, divestitures, restructurings, minority investments, capital markets, fairness opinions and valuation matters.

In deciding to recommend and approve the Arrangement, the Special Committee and the Board considered, among other things, the advice and financial analyses provided by Blair Franklin referred to above, as well as the Blair Franklin Fairness Opinion. The Blair Franklin Fairness Opinion was only one of many factors considered by the Special Committee and the Board in evaluating the Arrangement and should not be viewed as determinative of the views of the Special Committee or the Board with respect to the Arrangement or the Consideration to be received by Shareholders pursuant to the Arrangement. In assessing the Blair Franklin Fairness Opinion, the Special Committee and the Board considered and assessed the independence of Blair Franklin, taking into account that no portion of the fees payable to Blair Franklin is contingent upon the completion of the Arrangement.

Fairness Opinion of Marckenz Capital

Marckenz Capital was formally retained by the Corporation pursuant to an engagement agreement dated January 23, 2020 (the “Marckenz Capital Engagement Agreement”). Pursuant to the Marckenz Capital Engagement Agreement, Marckenz Capital agreed to provide financial advice and analysis, which the Corporation requested to include the provision of a written opinion as to the fairness, from a financial point of view, of the Consideration to be received by the Shareholders pursuant to the Arrangement. Marckenz Capital has been determined to be independent and qualified to provide the Marckenz Capital Fairness Opinion based on the credentials of Marckenz Capital as a financial advisor in a number of transactions. See “Appendix D – Marckenz Capital Fairness Opinion – Credentials of Marckenz Group”.

The terms of the Marckenz Capital Engagement Agreement provide for the payment to Marckenz Capital of a monthly work fee and a fee based on the transaction value for each transaction subject to the Marckenz Capital Engagement Agreement. Such fees are not contingent on the conclusions reached in the Marckenz Capital Fairness Opinion. In addition, Marckenz Capital is to be reimbursed for its reasonable out-of-pocket expenses and is to be indemnified by the Corporation in certain circumstances.

Marckenz Capital has not provided any financial advisory services or participated in any financing involving the Corporation, the Purchaser or any of their respective associates or affiliates within the past twenty-four months, other than services provided under the Marckenz Capital Engagement Agreement and to Black Press Ltd., one of the Corporation’s Investments, in respect of a refinancing completed in March 2019. There are no other understandings, agreements, or commitments between Marckenz Capital and any of the interested parties with respect to any current or future business dealings which would be material to the Marckenz Capital Fairness Opinion.

At the meeting of the Special Committee held on May 26, 2020 to evaluate the Arrangement, Marckenz Capital rendered its oral opinion, which it confirmed by delivery of its written Marckenz Capital Fairness Opinion dated May 26, 2020. Marckenz Capital’s oral opinion reflected the determination that, as of May 26, 2020, subject to the assumptions, limitations and qualifications set out in the Marckenz Capital Fairness Opinion, the Consideration of $0.63 in cash per Share to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders.

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The full text of the Marckenz Capital Fairness Opinion dated May 26, 2020, which sets forth assumptions made, procedures followed, information reviewed, matters considered, and limitations on the scope of review undertaken by Marckenz Capital is attached as Appendix D to this Circular. This summary is qualified in its entirety by reference to the full text of such opinion. The Marckenz Capital Fairness Opinion is not a recommendation as to how any Shareholder should vote or act on any matter relating to the Arrangement or any other matter.

The Marckenz Capital Fairness Opinion represents the opinion of Marckenz Capital and the form and content of such opinion have been approved for release by a committee of its principals, each of whom is experienced in mergers and acquisitions, divestitures, restructurings, minority investments, capital markets, fairness opinions and valuation matters.

In deciding to recommend and approve the Arrangement, the Special Committee and the Board considered, among other things, the advice and financial analyses provided by Marckenz Capital referred to above, as well as the Marckenz Capital Fairness Opinion. The Marckenz Capital Fairness Opinion was only one of many factors considered by the Special Committee and the Board in evaluating the Arrangement and should not be viewed as determinative of the views of the Special Committee or the Board with respect to the Arrangement or the Consideration to be received by Shareholders pursuant to the Arrangement. In assessing the Marckenz Capital Fairness Opinion, the Special Committee and the Board considered and assessed the independence of Marckenz Capital, taking into account that a portion of the fees payable to Marckenz Capital is contingent upon the completion of the Arrangement.


An aggregate of 8,264,022 Class A Shares and 41,272,161 Class B Shares are subject to Voting Support Agreements with the Purchaser, representing approximately 84.3% and 57.6% of the issued and outstanding Class A Shares and Class B Shares, respectively, and an aggregate of approximately 60.8% of the total number of issued and outstanding Shares. In the event the Arrangement Agreement is terminated in accordance with its terms, obligations under the Voting Support Agreements will terminate automatically. See “Information Regarding the Corporation – Ownership of Shares”.

Voting Support Agreements have been entered into by the Voting Trust, each director of the Corporation who is not also a Voting Trustee, and HWIC, a wholly-owned subsidiary of Fairfax Financial, the Corporation’s largest holder of Class B Shares.

The following is a summary of the key terms of each Voting Support Agreement and is qualified in its entirety by reference to the full text of each Voting Support Agreement. A copy of each Voting Support Agreement is available on the Corporation’s SEDAR profile at www.sedar.com.

Voting Trust

The trustees of the Voting Trust, which trust holds approximately 99% of the Class A Shares and approximately 18% of the Class B Shares, have entered into a Voting Support Agreement with the Purchaser (in respect of approximately 93.2% of the Shares subject to such trust) pursuant to which the Voting Trust has agreed that, among other things, until the termination of the Voting Support Agreement in accordance with its terms, and except with the prior written consent of the Purchaser, the Voting Trust will support the Arrangement and vote all Shares subject to such Voting Support Agreement in favour of the Arrangement Resolution.

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The Voting Support Agreement of the Voting Trust will be terminated and be of no further force and effect upon, among other things, the valid termination of the Arrangement Agreement in accordance with its terms.

Directors of the Corporation

Each director of the Corporation who is not also a Voting Trustee has entered into a Voting Support Agreement with the Purchaser substantially in the form of the Voting Support Agreement entered into by the Voting Trust. The Shares subject to such Voting Support Agreements collectively represent less than 1% of the Class A Shares and less than 1% of the Class B Shares in the aggregate.

Notwithstanding any provision of the Voting Support Agreement to the contrary, the directors of the Corporation are not limited or restricted in any way whatsoever in the exercise of their fiduciary duties as directors of the Corporation.

Each of such Voting Support Agreements of the directors will be terminated and be of no further force and effect upon, among other things, the valid termination of the Arrangement Agreement in accordance with its terms.

Fairfax Financial

HWIC has entered into a Voting Support Agreement with the Purchaser (in respect of approximately 40.3% of the issued and outstanding Class B Shares, which are owned or controlled by Fairfax Financial, directly and in the investment portfolios of its insurance subsidiaries) pursuant to which HWIC has agreed that, among other things, until the termination of such Voting Support Agreement in accordance with its terms, and except with the prior written consent of the Purchaser, HWIC will support the Arrangement and vote all Class B Shares subject to such Voting Support Agreement in favour of the Arrangement Resolution. HWIC has also agreed to notify the Purchaser promptly if HWIC receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes, or could reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to Torstar or any of its Subsidiaries, including material terms and conditions of, and the identity of the Person making, the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide the Purchaser with copies of all material documents, material correspondence and other materials received from or on behalf of such Person.

The Voting Support Agreement of HWIC will be terminated and be of no further force and effect upon, among other things, the valid termination of the Arrangement Agreement in accordance with its terms, or the delivery of written notice of termination by HWIC to the Purchaser if:

(a) without the prior written consent of HWIC, there is any decrease or change in the form of the Consideration; or

(b) without the prior written consent of HWIC, the terms of the Arrangement Agreement have been varied in a manner that is materially adverse to HWIC (or any of its affiliates holding Class B Shares subject to such Voting Support Agreement) including, for greater certainty, any amendment to the conditions in the Arrangement Agreement that is adverse to HWIC (or any of its affiliates holding Class B Shares subject to such Voting Support Agreement) or any increase in the consideration to be paid for any Shares unless the same increase is made to the Consideration.

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Description of the Arrangement

The following summary of the Plan of Arrangement is qualified in its entirety by reference to the full text of the Plan of Arrangement, a copy of which is attached as Appendix B.

Plan of Arrangement

The Arrangement will be implemented by way of a Court-approved plan of arrangement under the OBCA pursuant to the terms of the Arrangement Agreement and the Interim Order.

Pursuant to the Plan of Arrangement, each of the following events will occur and will be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time:

(a) each of the Shares held by Dissenting Shareholders in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality, by or on behalf of the Dissenting Shareholders, to the Purchaser in consideration for a claim against the Purchaser for the fair value of the Shares in respect of which Dissent Rights have been validly exercised, and:

(i) such Dissenting Shareholders shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid fair value by the Purchaser for such Shares;

(ii) such Dissenting Shareholders’ names shall be removed as the holders of such Shares from the registers of Class A Shares or Class B Shares, as applicable, maintained by or on behalf of the Corporation; and

(iii) the Purchaser shall be deemed to be the transferee of such Shares (free and clear of all Liens), and shall be entered in the register of Class A Shares or Class B Shares, as applicable, maintained by or on behalf of the Corporation;

(b) each Share outstanding immediately prior to the Effective Time, other than Shares held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised and Shares held by the Purchaser shall, without any further action by or on behalf of a Shareholder, be purchased by the Purchaser in exchange for the Consideration, and:

(i) the holders of such Shares shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid the Consideration by the Purchaser in accordance with the Plan of Arrangement; and

(ii) such holders’ names shall be removed from the register of the Class A Shares or Class B Shares, as applicable, maintained by or on behalf of the Corporation.

(c) notwithstanding the terms of the Share Option Plan or any applicable award agreements in relation thereto, each Option whether vested or unvested, that has not, prior to the Effective Time, been exercised or surrendered in accordance with its terms shall, without any further action or formality on behalf of the holder thereof and the Corporation and without any payment by such Optionholder, be deemed to be transferred to the Corporation as follows:

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(i) in respect of each Option outstanding at the Effective Time whether vested or unvested, that has an exercise price that is less than the Consideration, the applicable Option shall be deemed to be surrendered to the Corporation in exchange for an amount, less applicable withholdings, equal to the amount by which the Consideration exceeds the exercise price thereof, payable in cash to the Optionholder in full satisfaction of the Corporation’s obligations under such surrendered Option; and

(ii) in respect of each Option outstanding at the Effective Time whether vested or unvested, that has an exercise price that is equal to or greater than the Consideration, the applicable Option shall be deemed to be surrendered to the Corporation for no consideration, and none of the Corporation or the Purchaser shall be obligated to pay any amount in respect of such Option,

whereupon all Options shall be, and shall be deemed to be, cancelled by the Corporation, all obligations in respect of the Options shall be deemed to be fully satisfied, and the holders thereof shall cease to have any rights in respect thereof other than the right to receive the Consideration contemplated under the Plan of Arrangement;

(d) each DSU outstanding immediately prior to the Effective Time, notwithstanding the terms of the DSU Plans, shall, without any further action by or on behalf of a DSU Holder, be deemed to be assigned and transferred by such holder to the Corporation in exchange for a cash payment from the Corporation equal to the Consideration, less applicable withholdings, and each such DSU shall immediately be cancelled and (i) the DSU Holders shall cease to be the holders thereof, and to have any rights as DSU Holders other than the right to receive the consideration of $0.63 per unit; (ii) such holders’ names shall be removed from the register of the DSUs maintained by or on behalf of the Corporation; and (iii) the DSU Plans and all agreements relating to the DSUs shall be terminated and shall be of no further force and effect; and

(e) each RSU outstanding immediately prior to the Effective Time, notwithstanding the terms of the RSU Plan, shall, without any further action by or on behalf of a of RSU Holder, be deemed to be assigned and transferred by such holder to the Corporation in exchange for a cash payment from the Corporation equal to the Consideration, less applicable withholdings, and each such RSU shall immediately be cancelled and (i) the RSU Holders shall cease to be the holders thereof, and to have any rights as RSU Holders other than the right to receive the consideration of $0.63 per unit; (ii) such holders’ names shall be removed from the register of the RSUs maintained by or on behalf of the Corporation; and (iii) the RSU Plan and all agreements relating to the RSUs shall be terminated and shall be of no further force and effect.

Arrangement Mechanics

Depositary Agreement

Pursuant to the Plan of Arrangement and following receipt of the Final Order, the Purchaser shall, at least one Business Day prior to the filing by the Corporation of the Articles of Arrangement with the Director, transfer, or cause to be transferred to the Depositary the aggregate Consideration payable to the Shareholders (after taking into account the amount of funds already held and available under the Escrow Agreement). The Corporation shall direct the Depositary to use such funds to make such payments in

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accordance with the Plan of Arrangement. The Corporation, the Purchaser and the Depositary will enter into the Depositary Agreement prior to the Effective Date.

Certificates and Payment

Upon surrender to the Depositary for cancellation of a certificate that immediately prior to the Effective Time represented outstanding Shares that were acquired by the Purchaser pursuant to the Plan of Arrangement, together with a duly completed and executed Letter of Transmittal and such other documents and instruments as would have been required to effect the transfer of the Shares formerly represented by such certificate under the OBCA and the by-laws of the Corporation, and such additional documents as the Depositary may require, such former Shareholder (other than a Dissenting Shareholder) holding such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder as soon as practicable following the Effective Time a cheque (or, if required by applicable Laws, a wire transfer) for the amount of cash such holder is entitled to receive under the Plan of Arrangement, less any amounts withheld and remitted pursuant to the Plan of Arrangement, and any certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Shares that was not registered in the transfer records of the Transfer Agent, the amount of cash payable for such Shares under the Arrangement may be delivered to the transferee if the certificate representing such Shares is presented to the Depositary as provided above, accompanied by all documents and instruments required to evidence and effect such transfer.

Pursuant to the Plan of Arrangement, any certificate, agreement or other instrument that immediately prior to the Effective Time represented outstanding Shares not duly surrendered with all other documents required under the Arrangement Agreement on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former Shareholder of any kind or nature against or in the Corporation or the Purchaser. On such date, all consideration to which such former holder was entitled under the Plan of Arrangement shall be deemed to have been surrendered to the Corporation.

Any payment made by way of cheque by the Depositary pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment under the Arrangement Agreement that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the Consideration for the Shares pursuant to the Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser for no consideration.

In the event any certificate that immediately prior to the Effective Time represented one or more outstanding Shares that were transferred pursuant to the Plan of Arrangement shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary shall issue and deliver to the Person claiming such certificate to be lost, stolen or destroyed, in exchange for such affidavit and the associated Letter of Transmittal, a wire or cheque representing the aggregate consideration in respect thereof which such holder is entitled to receive pursuant to the Arrangement, deliverable in accordance with such holder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such payment is to be delivered shall, as a condition precedent to the delivery of such payment, give a bond in form satisfactory to the Purchaser and the Depositary in such sum as the Purchaser may direct, or otherwise indemnify the Purchaser, the Corporation and the Depositary in a manner satisfactory to the Purchaser and the Corporation, against any claim that may be made against the Purchaser, the Corporation and the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

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The Plan of Arrangement provides that the Corporation, the Purchaser, the Depositary and any other Person that makes a payment shall be entitled to deduct and withhold from the amount payable to any Person under the Plan of Arrangement, such amounts as the Corporation, the Purchaser or the Depositary, as applicable, determines, acting reasonably, are required to be deducted or withheld with respect to such payment under the Tax Act or any provision of any other Law and remit such deducted and withheld amount to the appropriate Governmental Entity. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes of the Plan of Arrangement as having been paid to the relevant recipient, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity.

Letter of Transmittal

Registered Shareholders will have received with this Circular a Letter of Transmittal. In order to receive the Consideration, such Shareholders (other than the Dissenting Shareholders) must complete and sign the Letter of Transmittal enclosed with this Circular and deliver it and the other documents required by it, including the certificates representing the Shares, to the Depositary in accordance with the instructions contained in the Letter of Transmittal. Beneficial Shareholders must contact their Intermediary for instructions and assistance in receiving the Consideration for their Shares.

The Letter of Transmittal contains procedural information relating to the Arrangement and should be reviewed carefully. Registered Shareholders (other than the Dissenting Shareholders) can obtain additional copies of the Letter of Transmittal by contacting the Depositary. The Letter of Transmittal is also available on the Corporation’s SEDAR profile at www.sedar.com.

The Purchaser, in its absolute discretion, reserves the right to instruct the Depositary to waive or not to waive any and all defects or irregularities contained in any Letter of Transmittal or other document and any such waiver or non-waiver will be binding upon the affected Shareholders. The granting of a waiver to one or more Shareholders does not constitute a waiver for any other Shareholders. The Purchaser reserves the right to demand strict compliance with the terms of the Letter of Transmittal and the Arrangement. The method used to deliver the Letter of Transmittal and any accompanying certificates representing the Shares is at the option and risk of the holder surrendering them, and delivery will be deemed effective only when such documents are actually received by the Depositary. The Corporation and the Purchaser recommend that the necessary documentation be hand delivered to the Depositary, and a receipt obtained therefor; otherwise the use of registered mail with an acknowledgment of receipt requested, and with proper insurance obtained, is recommended.

Certain Legal and Regulatory Matters

Implementation of the Arrangement and Timing

The Arrangement will be implemented by way of a Court-approved plan of arrangement under the OBCA pursuant to the terms of the Arrangement Agreement. The following procedural steps must be taken in order for the Arrangement to become effective: (a) the Required Shareholder Approval must be obtained; (b) the Court must grant the Final Order approving the Arrangement; (c) all conditions precedent to the Arrangement, as set forth in the Arrangement Agreement, must be satisfied or waived by the appropriate party; and (d) the Final Order and Articles of Arrangement in the form prescribed by the OBCA must be filed with the Director.

Except as otherwise provided in the Arrangement Agreement, the Corporation will file the Articles of Arrangement with the Director on the second Business Day after the satisfaction or, where permitted, waiver of the conditions set forth in the Arrangement Agreement (other than those which by their nature

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are to be satisfied at the Effective Time) unless another time or date is agreed to by the Purchaser and the Corporation, provided that the Corporation is not required to file the Articles of Arrangement with the Director unless it has received confirmation from the Depositary that the Depositary has received from, or on behalf of, the Purchaser, the aggregate Consideration owing under the Arrangement.

It is currently anticipated that the Arrangement will be completed on or about July 28, 2020. However, completion of the Arrangement is dependent on many factors and it is not possible at this time to determine precisely when or if the Arrangement will become effective. As provided under the Arrangement Agreement, the Arrangement cannot be completed later than September 30, 2020, without triggering termination rights under the Arrangement Agreement, unless such Outside Date is extended to a later date as permitted under the Arrangement Agreement or with the consent of both Parties.

Shareholder Approval

To be effective, the Arrangement Resolution must be approved, with or without variation, by the affirmative vote of: (a) at least two thirds of votes cast at the Meeting virtually or by proxy by the holders of Class A Shares and Class B Shares, voting together as a single class; and (b) a simple majority of the votes cast at the Meeting virtually or by proxy by the holders of Class A Shares and Class B Shares, voting separately, subject to the exclusion of certain parties in accordance with MI 61-101, which, in this case, consists of the Shares held by the Excluded Shareholders or related parties of and/or joint actors of such Excluded Shareholders, being an aggregate of approximately 61.5% of the Class A Shares and 12.2% of the Class B Shares. See “The Arrangement – Certain Legal and Regulatory Matters – Securities Law Matters.”

Notwithstanding the approval by Shareholders of the Arrangement Resolution, the Arrangement Resolution authorizes the Board to, without notice to or approval of the Shareholders, (a) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted thereby, and (b) subject to the terms of the Arrangement Agreement, determine not to proceed with the Arrangement and related transactions, in each case at any time prior to the filing of the Articles of Arrangement giving effect to the Arrangement.

Court Approval of the Arrangement

Interim Order

The Arrangement requires approval by the Court under Section 182 of the OBCA. Prior to the mailing of this Circular, the Corporation obtained the Interim Order providing for the calling and holding of the Meeting and other procedural matters, including, but not limited to: (a) the Required Shareholder Approval; (b) the Dissent Rights to Registered Shareholders; (c) the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) the ability of the Corporation to adjourn or postpone the Meeting from time to time in accordance with the terms of the Arrangement Agreement without the need for additional approval of the Court; and (e) unless required by Law or the Court, that the Record Date for the Shareholders entitled to notice of and to vote at the Meeting will not change in respect or as a consequence of any adjournment(s) or postponement(s) of the Meeting. A copy of the Interim Order is attached as Appendix E to this Circular.

Final Order

Subject to the terms of the Arrangement Agreement, following the approval of the Arrangement Resolution by Shareholders, the Corporation will make an application to the Court for the Final Order. An application for the Final Order approving the Arrangement is expected to be heard on July 23, 2020 before the Ontario Superior Court of Justice (Commercial List), by Zoom videoconference at Toronto, Ontario (the “Final

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Hearing”). A copy of the Notice of Application for the Final Order, including the details for joining the teleconference, is set forth in Appendix F to this Circular. Any Shareholder who wishes to appear or be represented and to present evidence or arguments at the Final Hearing must serve and file a notice of intention to appear as set out in the Interim Order and satisfy any other requirements of the Court. At the Final Hearing, the Court will consider, among other things, the fairness of the Arrangement. The Court may approve the Arrangement (with the consent of the Corporation and the Purchaser, each acting reasonably) in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. In the event that the Final Hearing is postponed, adjourned or rescheduled then, subject to any further order of the Court, only those persons having previously served a notice of appearance in compliance with the Notice of Application and the Interim Order will be given notice of the postponement, adjournment or rescheduled date.

Regulatory Approvals

Competition Act Approval

Where a proposed acquisition of the shares of a corporation carrying on an operating business in Canada exceeds specified financial and shareholding thresholds set out in Sections 109 and 110 of the Competition Act (a “Notifiable Transaction”), the Parties must provide notice of the transaction to the Commissioner of Competition (the “Commissioner”) and comply with Part IX of the Competition Act prior to completing the transaction. The Arrangement is a Notifiable Transaction.

Under the Competition Act, Notifiable Transactions may not be completed until: (a) the expiry of the applicable statutory waiting period; (b) the Commissioner has waived the obligation to notify the transaction pursuant to Section 113(c) of the Competition Act; (c) the Commissioner has issued an advance ruling certificate (“ARC”) pursuant to Section 102 of the Competition Act; or (d) the Commissioner has terminated the waiting period pursuant to subsection 123(2) of the Competition Act. The Competition Act Approval condition in the Arrangement Agreement requires either: (a) the issuance of an ARC; or (b) both of (i) the expiry, waiver or termination of any applicable waiting periods under Section 123 of the Competition Act, and (ii) written confirmation from the Commissioner, or his authorized representative, that he does not, at that time, intend to make an application under Section 92 of the Competition Act in respect of the Arrangement (a “No Action Letter”).

The notification requirements of Part IX of the Competition Act impose an initial 30 calendar day waiting period, during which a Notifiable Transaction cannot be completed. The waiting period begins the day after the Parties to the transaction both submit their completed notifications. If the Commissioner determines, within the initial 30 day waiting period, that he requires additional information to review the transaction, he may issue a “supplementary information request” (a “SIR”) to each of the Parties for additional information and documents relevant to the transaction. A SIR extends the statutory waiting period by a further 30 calendar days from the day after the Parties have each complied with their SIR.

The Purchaser and Torstar filed their notifications on June 8, 2020 and June 9, 2020, respectively, pursuant to Part IX of the Competition Act, and the Purchaser submitted to the Commissioner a letter requesting an ARC or, in the alternative, a No Action Letter in respect of the Arrangement.

On June 12, 2020, the Parties were advised by the Competition Bureau that the Arrangement has been designated as “non-complex”, with a corresponding service standard period (the non-binding timeframe during which the Competition Bureau expects to complete its review) of 14 calendar days.

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Securities Law Matters

Business Combination under MI 61-101

Torstar is a reporting issuer or equivalent in each of the provinces of Canada and, accordingly is subject to MI 61-101.

MI 61-101 is intended to regulate certain transactions to ensure equality of treatment among securityholders, generally requiring enhanced disclosure, approval by a majority of securityholders excluding certain interested or related parties and their joint actors and, in certain instances, independent valuations and approval and oversight of the transaction by a special committee of independent directors. The protections of MI 61-101 apply to, among other transactions, “business combinations”, as defined in MI 61-101. A “business combination” includes, for an issuer, a transaction (including an arrangement) (a) as a consequence of which the interest of a holder of an equity security of the issuer may be terminated without the holder’s consent, and (b) where a person who is a “related party”, as defined in MI 61-101, of the issuer at the time the transaction is agreed to is entitled to receive, directly or indirectly, as a consequence of the transaction, a “collateral benefit”, as defined in MI 61-101. The Arrangement is a business combination under MI 61-101 since, as described below, certain related parties of Torstar will be entitled to receive a “collateral benefit” as a consequence of the Arrangement. A formal valuation is not required in respect of the Arrangement pursuant to MI 61-101.

A collateral benefit includes any benefit that a related party of Torstar (which includes the directors and “senior officers”, as defined under MI 61-101, of Torstar) is entitled to receive, directly or indirectly, as a consequence of the Arrangement, including, without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities, or other enhancement in benefits related to past or future services as an employee, director or consultant of Torstar or another person.

However, MI 61-101 excludes from the meaning of collateral benefit certain benefits to a related party received solely in connection with the related party’s services as an employee, director or consultant of an issuer or an affiliated entity of the issuer or a successor to the business of the issuer if, among other things, (a) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the transaction; (b) the conferring of the benefit is not, by its terms, conditional on the related party supporting the transaction in any manner; (c) full particulars of the benefit are disclosed in the disclosure document for the transaction; and (d) (i) at the time the transaction was agreed to, the related party and its associated entities beneficially own or exercise control or direction, over less than 1% of the outstanding securities of any class of equity securities of the issuer, or (ii) an independent committee, acting in good faith, determines that the value of the collateral benefit, net of any offsetting costs to the related party, is less than 5% of the value of the consideration the related party expects to receive under the terms of the transaction and this determination is disclosed in the disclosure document for the transaction.

Collateral Benefits

All of the directors of Torstar hold DSUs and certain of the senior officers of Torstar hold DSUs and/or RSUs. Pursuant to the Arrangement, among other things, the vesting of all RSUs will be accelerated and all holders of DSUs and RSUs, as applicable, will be entitled to receive cash payments in respect thereof, in each case at the Effective Time. See “The Arrangement — Treatment of DSUs, RSUs and Options”.

In connection with their work in respect of the Arrangement, certain officers of Torstar were awarded cash bonuses in an aggregate amount of $200,000. In addition, if the Arrangement is completed, certain senior officers of Torstar will be entitled to an enhancement of their retirement entitlement pursuant to the change

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of control provisions in the defined benefit component of Torstar’s supplementary retirement income program, whereby following the Arrangement the pensionable earnings upon which the pension entitlement is calculated will be determined based on the average of the applicable participant’s last three years of eligible pension compensation (plus applicable bonus inclusion).

As at the date of the Arrangement Agreement, each of Elaine Berger, Campbell R. Harvey, Martin Thall, John Boynton, Lorenzo DeMarchi, and Ian Oliver were entitled to receive a “collateral benefit” as a result of their entitlement to the cash payments in respect of their holdings of DSUs and/or RSUs, as applicable. Each such individual, together with their associated entities, beneficially owns or exercises control over more than 1% of the issued and outstanding Class A Shares and/or Class B Shares (assuming the exercise of certain Options, as required by MI 61-101), and the benefit such individual is entitled to receive is greater than 5% of the amount of consideration that he or she is entitled to receive pursuant to the Arrangement in exchange for the Shares beneficially owned by such individual.

John Honderich, who is entitled to receive a cash payment in respect of his DSUs in connection with the Arrangement, together with his associated entities, also beneficially owns or exercises control or direction over 1% or more of both the Class A Shares and the Class B Shares. However, the Special Committee, acting in good faith, has determined that the value of the benefit to Mr. Honderich (i.e., the cash payment in respect of his DSUs), net of any offsetting costs, is less than 5% of the value of the consideration that Mr. Honderich is entitled to receive under the terms of the Arrangement in respect of his Class A Shares and Class B Shares. Consequently, Mr. Honderich is not entitled to receive a “collateral benefit” in connection with the Arrangement.

Minority Approval Requirements

MI 61-101 requires that, unless an exemption is available, in addition to any other required security holder approval, a “business combination” be subject to “minority approval”, as defined in MI 61-101.

Minority approval entails a simple majority of the votes cast by all holders of a class of “affected securities” other than: (a) “interested parties”, as defined in MI 61-101; (b) any related party of an “interested party”, unless the related party meets that description solely in its capacity as a director or senior officer of one or more persons that are neither “interested party” nor “issuer insiders”, as defined in MI 61-101, of the issuer; and (c) any person that is a “joint actor”, as defined in MI 61-101, with any of the foregoing. For the Arrangement, the Class A Shares and the Class B Shares are “affected securities”.

In addition to obtaining approval of the Arrangement Resolution by at least two thirds of the votes cast by the Shareholders, voting together as a single class, who vote either virtually or by proxy at the Meeting, approval will also be required from a simple majority of the votes cast by the holders of Class A Shares and Class B Shares, each voting as a separate class, who vote either virtually or by proxy at the Meeting, after excluding, for each class, the votes of such Shareholders that are required to be excluded pursuant to MI 61-101.

For the purposes of MI 61-101, “interested parties” includes any related parties of the issuer (including and directors or senior officers) who receive a collateral benefit which, as noted above, for the purposes of the Arrangement, are Elaine Berger, Campbell R. Harvey, Martin Thall, John Boynton, Lorenzo DeMarchi and Ian Oliver (the “Excluded Shareholders”). Accordingly, the votes required to be excluded for the purposes of the minority approval requirements under MI 61-101 (the “Excluded Votes”) are those attaching to the Shares beneficially owned or over which direction or control is exercised by the Excluded Shareholders and by (a) any related parties of such Excluded Shareholders (subject to the exception noted above) and (b) any joint actors of such Excluded Shareholders or its related parties. The determination of whether or not a person constitutes a related party of an Excluded Shareholder, or a joint actor of an Excluded Shareholder

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or its related parties (subject to the exception noted above), requires, among other things, a consideration of the beneficial ownership, control and direction of the Corporation’s securities. The Corporation did not have detailed information regarding the ownership and control structures within each of the relevant voting trust groups party to the Voting Trust. Consequently, in advance of the determination to enter into the Voting Support Agreement, the Voting Trustees (including the applicable Excluded Shareholders) were advised that votes attaching to all Class A Shares and Class B Shares within the voting trust group associated with an Excluded Shareholder would be treated as Excluded Votes in connection with the Arrangement and excluded for purposes of the minority approval requirements under MI 61-101. However, the members of each voting trust group were also advised that if any member believes that votes related to a number of Shares within such group should not be treated as Excluded Votes (based on the requirements of MI 61-101), such member should provide all relevant information and request to the applicable Excluded Shareholder and the Corporation, who would then assess such information to determine whether the votes attaching to such Shares should still constitute Excluded Votes. The Corporation has not been provided with any such requests as of the date hereof.

To the knowledge of Torstar, after reasonable inquiry and based on the considerations described above, the Excluded Votes are the votes attaching to an aggregate of 6,027,670 Class A Shares and 8,742,751 Class B Shares (being approximately 61.5% of the issued and outstanding Class A Shares and approximately 12.2% of the issued and outstanding Class B Shares as at the date of this Circular), as set out in further detail below:

Excluded Shareholder, Related Parties and Joint Actors Number and Type of SharesElaine Berger and The Starson Group (the executors of the Estate of Joseph S. Atkinson, Starson Investments Limited, Starson Holdings Inc., and 661005 Ontario Inc.)(1)

3,110,949 Class A Shares4,630,152 Class B Shares

Campbell R. Harvey(2) 1,458,360 Class A Shares3,016,404 Class B Shares

Martin E. Thall, including Thall Investments Inc., Eleanor E. Thall, Nelson S. Thall, Thall Holdings Limited, 661005 Ontario Inc.(3)

1,458,360 Class A Shares1,044,636 Class B Shares

John Boynton 1 Class A Share45,000 Class B Shares

Lorenzo DeMarchi 6,559 Class B SharesIan Oliver Nil

(1) With the exception of 3,709 Class A Shares and 272,056 Class B Shares, all of the Class A Shares and Class B Shares shown are owned by Starson Holdings Inc., which is directly or indirectly controlled by the executors of the estate of the late Joseph S. Atkinson, one of whom is Elaine Berger. Elaine Berger is also the Board nominee of the Atkinson Group/Starson Group and has been the representative of the Starson Investments Limited, the Starson Group’s Voting Trustee on the Voting Trust since 1968.

(2) The holdings shown include the aggregate number of Shares controlled by Campbell R. Harvey on behalf of the Campbell Group under its voting trust agreement.

(3) The holdings shown include the aggregate number of Shares held within the Voting Trust by the Thall Group, as well as 1,017,772 Class B Shares held by Thall Investments Inc. outside of the Voting Trust. With the exception of 36 Class A Shares and 26,864 of the Class B Shares, all Shares shown are owned by Thall Investments Inc., which is owned by Thall Holdings Corporation. Mr. Thall is a trustee and beneficiary of the trust that owns the common shares of Thall Holdings Corporation, and as a result, has a beneficial interest in the shares of Torstar owned by Thall Investments Inc. Mr. Thall is also a director of Thall Investments Inc., and the Voting Trustee for the Thall Group.

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Prior Valuations

There have not been any “prior valuations” (as defined in MI 61-101) of Torstar or any of its Subsidiaries or any of its material assets or liabilities in the past 24 months preceding the entry into the Arrangement Agreement.

No Prior Offers

Torstar has not received any bona fide prior offer relating to the subject matter of, or otherwise relevant to, the Arrangement in the past 24 months preceding the entry into the Arrangement Agreement.

Stock Exchange De-Listing and Reporting Issuer Status

Torstar expects that the Class B Shares will be de-listed from the TSX shortly following the Effective Date. It is also expected that Torstar will apply to cease to be a reporting issuer in all the provinces of Canada after the Effective Date.

Treatment of DSUs, RSUs and Options

A total of 2,729,508 DSUs, 1,791,306 RSUs and 7,741,843 Options are outstanding as of the date hereof.

Pursuant to the Plan of Arrangement, (a) each DSU outstanding immediately prior to the Effective Time, notwithstanding the terms of the DSU Plans, will be deemed to be assigned and transferred by the holder of such DSU to the Corporation in exchange for a cash payment from the Corporation equal to the Consideration, less applicable withholdings, and each such DSU will then be immediately be cancelled; (b) each RSU outstanding immediately prior to the Effective Time, notwithstanding the terms of the RSU Plan, will be deemed to be assigned and transferred by the holder of such RSU to the Corporation in exchange for a cash payment from the Corporation equal to the Consideration, less applicable withholdings, and each such RSU will then immediately be cancelled; and (c) notwithstanding the terms of the Share Option Plan or any applicable award agreements in relation thereto, each Option outstanding immediately prior to the Effective Time (whether vested or unvested) will be deemed to be transferred to the Corporation: (i) in respect of outstanding Options that have an exercise price less than the Consideration, in exchange for an amount in cash equal to the amount by which the Consideration exceeds the exercise price thereof, less applicable withholdings; or (ii) in respect of outstanding Options that have an exercise price that is equal to or greater than the Consideration, for no consideration, and neither the Corporation nor the Purchaser will be obligated to pay the holder of such Option any amount in respect of such Option. There are currently no outstanding Options that have an exercise price less than the Consideration.

On or as soon as practicable after the Effective Date, the Corporation shall deliver to each DSU Holder, RSU Holder and Optionholder, or to such other Person as such holder may direct, the cash payment, if any, which such DSU Holder, RSU Holder and Optionholder has the right to receive for such DSUs, RSUs and Options, less any amount withheld pursuant to the withholding rights under the Plan of Arrangement, either pursuant to the normal payroll practices and procedures of the Corporation, or by cheque.

THE ARRANGEMENT AGREEMENT

The Arrangement Agreement and the Plan of Arrangement are the legal documents that govern the Arrangement. This section of the Circular describes the material provisions of the Arrangement Agreement but does not purport to be complete and may not contain all of the information about the Arrangement Agreement that is important to you. This summary is qualified in its entirety by the Arrangement Agreement and the Plan of Arrangement, which are available on SEDAR at www.sedar.com. We encourage you to

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read the Arrangement Agreement in its entirety. The Arrangement Agreement establishes and governs the legal relationship between Torstar and the Purchaser with respect to the transactions described in this Circular. It is not intended to be a source of business or operational information about Torstar or the Purchaser.

The Arrangement

Final Order

If the Arrangement Resolution is passed at the Meeting as provided for in the Interim Order and as required by applicable Law, Torstar will, subject to the terms of the Arrangement Agreement, take all steps necessary or advisable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 182 of the OBCA, as soon as reasonably practicable and in any event no later than five Business Days after the Arrangement Resolution is passed at the Meeting, subject to extension in certain circumstances if necessary due to restrictions on Court operations in response to the COVID-19 pandemic.

Court Proceedings

Subject to the terms of the Arrangement Agreement, the Purchaser will cooperate with, assist and consent to Torstar seeking the Final Order, including by providing to Torstar on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith. In connection with all Court proceedings relating to obtaining the Final Order, Torstar will:

(a) diligently pursue, and cooperate with the Purchaser to obtain, the Final Order;

(b) provide the Purchaser and its outside legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, the Court or the Director in connection with the Arrangement, including drafts of the Final Order and give reasonable consideration to all such comments of the Purchaser and its legal counsel;

(c) provide outside legal counsel to the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on Torstar or its outside legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;

(d) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of the Arrangement Agreement and the Plan of Arrangement;

(e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by the Arrangement Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided the Purchaser is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under the Arrangement Agreement, or that require any amendment or modification to the terms and conditions of the Voting Support Agreements;

(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with the Arrangement Agreement, and if required by the terms of the Final Order or by Law to return to

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Court with respect to the Final Order, to do so only after notice to, and in consultation and cooperation with, the Purchaser; and

(g) not object to legal counsel to the Purchaser making such submissions on the hearing of the application for the Final Order as such counsel considers appropriate, provided the Purchaser provides copies to Torstar of any notice of appearance, motions or other documents supporting such submissions in advance of the hearing and such submissions are consistent with the Arrangement Agreement and the Plan of Arrangement.

Articles of Arrangement and Effective Date

The Articles of Arrangement will implement the Plan of Arrangement. The Articles of Arrangement will include the form of the Plan of Arrangement. On the second Business Day after the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, and subject to applicable Law, of the conditions in the Arrangement Agreement, unless another time or date is agreed to in writing by the Parties, the Articles of Arrangement will be filed by Torstar with the Director; provided that Torstar will not be required to file the Articles of Arrangement with the Director unless Torstar has received written confirmation, in form satisfactory to it, from the Depositary that it has received the aggregate Consideration for all of the Shares to be acquired pursuant to the Arrangement. From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable Law, including the OBCA.

Payment of Consideration

The Purchaser has agreed to, following receipt of the Final Order and at least one Business Day prior to the filing by Torstar of the Articles of Arrangement with the Director, transfer or cause to be transferred to the Depositary sufficient funds (after taking into account the amount of funds already held and available under the Escrow Agreement) in order to provide the Depositary with sufficient funds to pay the aggregate Consideration for all of the Shares to be acquired pursuant to the Arrangement, which funds will be held and dealt with by the Depositary in accordance with the Depositary Agreement and the Plan of Arrangement.

Covenants

Conduct of Business of Torstar

Torstar has covenanted and agreed that, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, Torstar will, and will cause its Subsidiaries to, conduct its business in the Ordinary Course, including in material compliance with the collective agreements, except as required to comply with any quarantine, “shelter in place”, “stay at home”, workforce reduction, social distancing, shut down, closure, sequester or any other applicable Law, guidelines or recommendations by any Governmental Entity in connection with or in response to COVID-19 (“COVID-19 Measures”), as required or specifically permitted by the Arrangement Agreement, as required by applicable Law or a Governmental Entity, as required by any Contract, or with the prior written consent of the Purchaser, acting reasonably, and Torstar will, and will cause each of its Subsidiaries to, and will exercise its rights, if any, with respect to the Joint Ventures to cause the Joint Ventures to duly and on a timely basis file all required tax returns on a commercially reasonable basis and in material compliance with applicable Law, fully and timely pay all Taxes shown on such tax returns, and properly reserve (and reflect for such reserves in its books and records and financial statements) for all Taxes accruing which are not due or payable prior to the Effective Date in a manner consistent with past practice and in accordance with the provisions of the Tax Act. Torstar

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has further covenanted and agreed that, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, it will, and will cause its Subsidiaries to exercise any of its rights with respect to the Investments and Joint Ventures, and will use its commercially reasonable efforts to maintain and preserve intact the current business organization, goodwill, assets and properties of Torstar, its Subsidiaries, Investments and Joint Ventures; develop and, if determined advisable by the Chief Executive Officer and Chief Financial Officer, implement certain cost reduction measures in response to general economic conditions (the “Interim Period Measures”); maintain an amount equal to all after-tax proceeds derived from the sale, transfer or disposition of any assets of the Corporation or its Subsidiaries (including their interests in the Joint Ventures or Investments) occurring after the date of the Arrangement Agreement and other than in the Ordinary Course, on the Corporation’s balance sheet; keep available the services of Torstar employees; maintain good relationships with suppliers, customers, landlords, creditors, distributors, joint venture partners and all other Persons having business relationships with Torstar or its Subsidiaries; comply in all material respects with the terms of all Material Contracts and with applicable Laws, in each case except as required to comply with COVID-19 Measures, and except for any commercially reasonable action taken or not taken by Torstar in good faith to respond to the actual or reasonably anticipated effect on Torstar, its Subsidiaries, Joint Ventures or Investments of COVID-19 or the COVID-19 Measures.

Shareholders should refer to the Arrangement Agreement for details regarding the additional negative and affirmative covenants given by Torstar in relation to the conduct of its business prior to the Effective Time, which include, among other things, covenants by the Corporation not to, without the consent of the Purchaser and subject to certain exceptions: (a) amend constating documents; (b) reduce stated capital or split, combine or reclassify shares or amend the terms of outstanding debt securities; (c) declare, set aside or pay a dividend or other distribution; (d) redeem, repurchase, or otherwise acquire shares; (e) adopt a plan of liquidation or resolution providing for a liquidation or dissolution; (f) enter into a joint venture agreement, partnership agreement, shareholders’ agreement or similar relationship; (g) issue, grant, deliver, sell, pledge or otherwise encumber or create any derivative interest in, shares or other equity or voting interests; (h) reorganize, merge, combine or amalgamate with another entity or acquire businesses, assets, properties or interests outside of the Ordinary Course; (i) make, or commit to make, capital expenditures beyond certain specified limitations; (j) commence, cancel, waive, release, assign, settle or compromise any certain claims, Actions or proceedings; (k) prepay long-term indebtedness or increase, create, incur, assume or otherwise become liable for indebtedness for borrowed money or guarantees thereof; (l) make loans or advances to, or capital contributions or investments in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, another person or entity; (m) adopt or enter into certain employment arrangements or make certain amendments to an existing employee plan or employee contracts; (n) amend or modify in any material respect, or terminate or waive or fail to enforce certain rights under existing Material Contracts or enter into any new Material Contracts; (o) transfer, pledge, lease, dispose of, or grant Liens (other than permitted Liens) on, assets of Corporation or its Subsidiaries; or (p) materially change the nature of its business.

Covenants of Torstar Regarding the Arrangement

Torstar has covenanted and agreed that it will, and will cause its Subsidiaries to, perform all obligations required or desirable to be performed by Torstar or its Subsidiaries under the Arrangement Agreement, cooperate with the Purchaser in connection therewith, and will use its commercially reasonable efforts to perform all such other actions as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, Torstar will, and will cause its Subsidiaries to:

(a) use its commercially reasonable efforts to satisfy all mutual conditions precedent and additional conditions precedent to the obligations of the Purchaser set forth in the Arrangement Agreement

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and carry out the terms of the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to the Arrangement Agreement or the Arrangement;

(b) except in respect of the Regulatory Approvals, use its commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it or its Subsidiaries relating to the Arrangement;

(c) except in respect of the Regulatory Approvals, use its commercially reasonable efforts to, upon reasonable consultation with the Purchaser, oppose, lift or rescind any injunction, restraining or other order, decree, judgment or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it or its Subsidiaries is a party or brought against it or its Subsidiaries or any of their directors or officers challenging the Arrangement or the Arrangement Agreement;

(d) use commercially reasonable efforts to provide all required notifications and to obtain and maintain all third party consents, waivers or approvals that are required to be provided or obtained under Material Contracts in connection with the Arrangement or in order to maintain its Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or its Subsidiaries or the Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of the Purchaser;

(e) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with the Arrangement Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by the Arrangement Agreement other than as permitted under the Arrangement Agreement; and

(f) promptly notify the Purchaser of: (i) any Material Adverse Effect or any event, change or development which would reasonably be expected to have a Material Adverse Effect; (ii) any notice or other communication from any Person alleging (a) that the consent, waiver or approval of such Person is required in connection with the Arrangement Agreement or the Arrangement; (b) such Person is terminating or otherwise materially adversely modifying a Material Contract as a result of the Arrangement Agreement or the Arrangement, or alleging that the transactions contemplated by the Arrangement Agreement would result in a breach of such Material Contract; or (c) such Person is terminating or otherwise materially adversely modifying its relationship with Torstar or any of its Subsidiaries as a result of the Arrangement Agreement or the Arrangement; (iii) any material notice or other communication from any Governmental Entity in connection with the Arrangement Agreement (and, subject to Law, Torstar will promptly provide a copy of any such written notice or communication to the Purchaser); or (iv) any actions, suits, arbitrations or other proceedings commenced or, to the knowledge of Torstar, threatened against Torstar or its Subsidiaries or affecting their assets that relate to the Arrangement Agreement or the Arrangement, in each case to the extent that such notice, communication, action, suit, arbitration or proceeding would reasonably be expected to impair, impede, materially delay or prevent Torstar from performing its obligations under the Arrangement Agreement.

Covenants of the Purchaser Regarding the Arrangement

The Purchaser has covenanted and agreed to perform all obligations required or desirable to be performed by it under the Arrangement Agreement, cooperate with Torstar in connection therewith, and to use its

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commercially reasonable efforts to perform all such other actions as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Purchaser will:

(a) use its commercially reasonable efforts to satisfy the mutual conditions precedent and additional conditions precedent to the obligations of the Purchaser set forth in the Arrangement Agreement and carry out the terms of the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to the Arrangement Agreement or the Arrangement;

(b) except in respect of the Regulatory Approvals, use its commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement or the transactions contemplated by the Arrangement Agreement;

(c) except in respect of the Regulatory Approvals, use its commercially reasonable efforts, upon reasonable consultation with Torstar, to oppose, lift or rescind any injunction, restraining or other order, decree, judgment or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers and challenging the Arrangement or the Arrangement Agreement;

(d) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with the Arrangement Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by the Arrangement Agreement, other than as permitted under the Arrangement Agreement; and

(e) promptly notify Torstar of: (i) any notice or other communication from any Person alleging that the consent, waiver or approval of such Person is required in connection with the Arrangement Agreement or the Arrangement; (ii) any material notice or other communication from any Governmental Entity in connection with the Arrangement Agreement (and, subject to Law, the Purchaser will promptly provide a copy of any such written notice or communication to Torstar); or (iii) any actions, suits, arbitrations or other proceedings commenced or, to the knowledge of the Purchaser, threatened against the Purchaser or affecting its assets that relate to the Arrangement Agreement or the Arrangement, in each case to the extent that such notice, communication, action, suit, arbitration or proceeding would reasonably be expected to impair, impede, materially delay or prevent the Purchaser from performing its obligations under the Arrangement Agreement.

Shareholders should refer to the Arrangement Agreement for details regarding the additional covenants given by the Purchaser which include, among other things, covenants by the Purchaser to use reasonable commercial efforts to take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary to: (a) maintain in effect the Commitment Letter; (b) consummate the Financing contemplated by the Commitment Letter on the terms and conditions described therein, including the negotiation and execution of definitive credit, loan or other agreements and all other documentation with respect to the Financing; and (c) cause the Financing Sources to fund the Financing required to consummate the transactions contemplated by the Arrangement Agreement on or prior to the Effective Date, including, if necessary, taking enforcement actions to cause such Financing Source to provide such Financing in accordance with the terms of the Commitment Letter and the conditions of the Arrangement Agreement. The Purchaser has agreed not to amend or alter, or agree to amend or alter, the Commitment Letter or any definitive agreement or documentation referred to in the Arrangement Agreement in any manner that would

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reasonably be expected to materially impair, delay or prevent the consummation of the transactions contemplated by the Arrangement Agreement, in each case without the prior written consent of Torstar, such consent not to be unreasonably withheld, conditioned or delayed.

Pre-Closing Reorganizations

Upon request of the Purchaser, Torstar and its Subsidiaries, as applicable, will perform such reorganizations of their respective corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably, including but not limited to the formation of a new Subsidiary, and cooperate with the Purchaser and its advisors to determine the nature of the Pre-Closing Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. Neither Torstar nor any of its Subsidiaries will be obligated to participate in any Pre-Closing Reorganization unless such Pre-Closing Reorganization satisfies the conditions set forth in the Arrangement Agreement, including the execution and delivery of a limited guarantee in favour of Torstar and its Subsidiaries from a credit-worthy Person, in form and substance satisfactory to Torstar, acting reasonably, in support of the Purchaser’s obligations to indemnify Torstar and any of its Subsidiaries undertaking such Pre-Closing Reorganization for all losses and reasonable costs and expenses (including any professional fees and expenses and taxes) incurred in considering or effecting all or any part of any Pre-Closing Reorganization, and in connection with reversing or unwinding any Pre-Closing Reorganization, in the event the Arrangement is not completed.

Regulatory Approvals

The Parties mutually covenanted and agreed to: (a) as promptly as practicable, and in any event within ten Business Days of the date of the Arrangement Agreement, each file with the Competition Bureau their respective pre-merger notification forms pursuant to Part IX of the Competition Act, and the Purchaser will file with the Commissioner of Competition a request for an ARC pursuant to Section 102 of the Competition Act; (b) cooperate in good faith to obtain the Regulatory Approvals including (i) promptly furnishing to the other such information and assistance as may reasonably be requested in order to prepare any notification, application, filing or request in connection with a Regulatory Approval, (ii) consulting with, and considering in good faith, any suggestions or comments made by the other Party with respect to the documentation relating to the Regulatory Approvals process, (iii) providing or submitting on a timely basis, and as promptly as practicable, all documentation and information that is required or advisable, and (iv) cooperating in the preparation and submission of all applications, notices, filings and submissions to Governmental Entities; (c) promptly inform the other party of any material communication received by that Party in respect of obtaining or concluding the Regulatory Approvals; (d) use commercially reasonable efforts to respond promptly to any request or notice from any Governmental Entity requiring the Parties, or any one of them, to supply additional information that is relevant to the review of the transactions; (e) permit the other Party to review in advance any proposed applications, notices, filings and submissions to Governmental Entities in respect of obtaining or concluding the Regulatory Approvals; (f) promptly provide the other Party with any filed copies of applications, notices, filings and submissions that were submitted to a Governmental Entity in respect of obtaining or concluding the Regulatory Approvals; (g) not participate in any substantive meeting or discussion with Governmental Entities in respect of obtaining or concluding the Regulatory Approvals unless it consults with the other Party in advance and gives the other Party or its legal counsel the opportunity to attend and participate thereat, unless a Governmental Entity requests otherwise; and (h) keep the other Party promptly informed of the status of discussions relating to obtaining or concluding the Regulatory Approvals. Each Party will bear the cost of preparing its own Part IX pre-merger notification and related expenses incurred to obtain the Competition Act Approval, and the Purchaser will be responsible for payment of the applicable Competition Act pre-merger notification filing fee.

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Access to Information; Confidentiality

From the date of the Arrangement Agreement until the earlier of the Effective Time and the termination of the Arrangement Agreement, subject to applicable Laws and the Confidentiality Agreement, Torstar will and will cause its Subsidiaries to give, to the Purchaser and its Representatives, upon reasonable notice, reasonable access to its books and records, its Subsidiaries’ books and records, Contracts and financial and operating data or other information with respect to the personnel, assets or business of Torstar or its Subsidiaries as the Purchaser or its Representatives may from time to time request in connection with strategic and integration planning, confirmatory due diligence, or for any other reasons reasonably relating to the transactions contemplated in the Arrangement Agreement, so long as the access does not unduly interfere with the conduct of the business of Torstar or its Subsidiaries. Additionally, Torstar has agreed and covenanted to periodically meet with the Purchaser until the earlier of the Effective Time and the termination of the Arrangement Agreement, upon request and reasonable notice from the Purchaser, to provide updates regarding the implementation and effect of any Interim Period Measures, and to provide certain updated financial information regarding the Corporation and its Subsidiaries. Torstar has agreed and covenanted to use commercially reasonable efforts to facilitate discussions between the Purchaser and any joint venture partner, Material Contract counterparty or any other Person from whom consent may be required, subject to the terms of any existing Contracts and upon the Purchaser’s reasonable request.

Financing Assistance

Torstar has covenanted and agreed to, and to cause its Subsidiaries to, and to use commercially reasonable efforts to cause the Joint Ventures and Investments to, provide such cooperation (including with respect to timeliness) to the Purchaser as the Purchaser may reasonably request in connection with the arrangements by the Purchaser to obtain the Financing, subject to the terms of the Arrangement Agreement. The Purchaser has covenanted and agreed to, promptly upon request by Torstar and from time to time, reimburse Torstar, its Subsidiaries and the Joint Ventures and/or Investments for all reasonable and documented out-of-pocket costs (including reasonable and documented out-of-pocket legal fees) incurred by Torstar, its Subsidiaries, the Joint Ventures and/or the Investments in connection with any of the actions contemplated by this covenant, and will indemnify and hold harmless Torstar, its Subsidiaries, the Joint Ventures and the Investments and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with actions contemplated by this covenant.

Insurance and Indemnification

Prior to the Effective Date, Torstar will purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by Torstar and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date, and the Purchaser will, or will cause Torstar and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Effective Date; provided that the Purchaser will not be required to pay any amounts in respect of such coverage prior to the Effective Time; and provided further that the cost of such policies will not exceed 400% of the aggregate premium for policies currently maintained by Torstar and its Subsidiaries.

TSX De-Listing

The Purchaser and Torstar have agreed to use their commercially reasonable efforts to cause the Class B Shares to be delisted from the TSX promptly, with effect immediately following the acquisition by the Purchaser of the Shares pursuant to the Arrangement.

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The Purchaser has covenanted and agreed not to (a) modify, amend, supplement or permit the modification, amendment or supplementation of any Voting Support Agreement or (b) enter into any other agreement, arrangement, commitment or understanding with any Person relating to the voting, transfer or other disposition of Shares in connection with the transactions contemplated by the Arrangement Agreement or any other transaction involving or related to Torstar without the express prior written consent of Torstar.

Representations and Warranties

The Arrangement Agreement contains certain representations and warranties of Torstar relating to, among other things, its corporate existence and power; its corporate authorization; the execution and enforceability of the Arrangement Agreement; governmental authorizations required in connection with the Arrangement; the impact of the Arrangement on constating documents, material contracts, authorizations and other matters; its capitalization; its Subsidiaries, Joint Ventures and Investments; its shareholders’ and similar agreements; certain Canadian and U.S. securities Laws matters; its financial statements; its disclosure/internal controls; its auditors; the absence of undisclosed material liabilities; the absence of certain changes; the existence of any non-arm’s length transactions; the existence of any “collateral benefits” (as such term is defined under MI 61-101); compliance with Laws and governmental authorizations; certain litigation matters; certain taxation matters; certain employment matters; its customers and suppliers; certain environmental matters; its owned and leased real property; its personal property; its material contracts; its intellectual property; its computer systems; its insurance; its books and records; the existence of restrictions on its business conduct; its funds available on termination; that it does not have a shareholder rights plan; compliance with anti-money laundering and anti-corruption Laws; its financial advisors; and the voting support agreements.

The Arrangement Agreement also contains certain representations and warranties of the Purchaser relating to its organization and qualification; its general partner; its ownership structure; its corporate authorization; the execution and binding obligation of the Arrangement Agreement; governmental authorization required in connection with the Arrangement; non-contravention of certain contracts, authorizations and other matters; certain litigation matters; that it has sufficient funds; that it has not paid any finders’ fees in relation to the Arrangement; the Purchaser’s ownership of securities of Torstar; and its compliance with the Investment Canada Act.

Conditions to Closing

Mutual Conditions Precedent

The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied at or before the Effective Time, which conditions may only be waived, in whole or in part, with the mutual consent of the Parties:

(a) the Arrangement Resolution has been approved and adopted by the Shareholders with the Required Shareholder Approval at the Meeting and in accordance with the Interim Order;

(b) the Interim Order and the Final Order have each been obtained on terms consistent with the Arrangement Agreement, and have not been set aside or modified in a manner unacceptable to either Torstar or the Purchaser, each acting reasonably, on appeal or otherwise;

(c) each of the Regulatory Approvals has been obtained, and is in full force and effect, and has not been rescinded or modified; and

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(d) no applicable Law is in effect which prevents, prohibits or makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins Torstar or the Purchaser from consummating the Arrangement.

Conditions in Favour of the Purchaser

The Purchaser is not required to complete the Arrangement unless each of the following conditions is satisfied at or prior to the Effective Time, which conditions are for the exclusive benefit of the Purchaser and may only be waived, in whole or in part, by the Purchaser in its sole discretion:

(a) (i) the representations and warranties of Torstar set forth in the Arrangement Agreement relating to corporate existence and power, corporate authorization, execution and binding obligation, governmental authorizations, non-contravention and capitalization are true and correct in all respects as of the date of the Arrangement Agreement (except for de minimis inaccuracies) and as of the Effective Time (except for de minimis inaccuracies and as a result of transactions, changes, conditions, events or circumstances permitted under the Arrangement Agreement); (ii) all other representations and warranties of Torstar set forth in the Arrangement Agreement are true and correct in all respects as of the date of the Arrangement Agreement and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which will be determined as of that specified date), without regard to any materiality or Material Adverse Effect qualifications contained in them, except where the failure or failures of all such representations and warranties to be so true and correct in all respects, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and (iii) Torstar has delivered a certificate confirming same to the Purchaser, executed by two senior officers of Torstar (on behalf of Torstar without personal liability) addressed to the Purchaser and dated the Effective Date.

(b) Torstar has fulfilled or complied in all material respects with each of the covenants of Torstar contained in the Arrangement Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and has delivered a certificate confirming same to the Purchaser, executed by two senior officers of Torstar (on behalf of Torstar without personal liability) addressed to the Purchaser and dated the Effective Date.

(c) there is no Action proceeding or pending by any Person (other than the Purchaser or any of its affiliates) that is reasonably likely to: (i) prohibit, restrict, or enjoin the ownership or operation by the Purchaser of the business or assets of Torstar and its Subsidiaries, taken as a whole, or: (A) other than as required by the Arrangement Agreement in connection with the Regulatory Approvals, compel the Purchaser to dispose of or hold separate any material portion of the business or assets of Torstar or its Subsidiaries, taken as a whole as a result of the Arrangement, or (B) if so required by the Arrangement Agreement in connection with the Regulatory Approvals, compel the Purchaser to dispose of or hold separate any portion of the business or assets of Torstar or its Subsidiaries as a result of the Arrangement, where such disposition or obligation to hold separate would have a Material Adverse Effect (other than as required by the Arrangement Agreement); or (ii) prohibit or enjoin Torstar or the Purchaser from consummating the Arrangement;

(d) Dissent Rights have not been exercised with respect to more than 7.5% of the issued and outstanding Shares; and

(e) no Material Adverse Effect shall have occurred since the date of the Arrangement Agreement and be continuing.

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Conditions in Favour of Torstar

Torstar is not required to complete the Arrangement unless each of the following conditions is satisfied at or before the Effective Time, which conditions are for the exclusive benefit of Torstar and may only be waived, in whole or in part, by Torstar in its sole discretion:

(a) (i) the representations and warranties of the Purchaser set forth in the Arrangement Agreement relating to organization and qualification, corporate authorization and finder’s fees are true and correct in all respects as of the date of the Arrangement Agreement and as of the Effective Time (except for de minimis inaccuracies); (ii) all other representations and warranties of the Purchaser set forth in the Arrangement Agreement are true and correct in all respects as of the date of the Arrangement Agreement and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which will be determined as of that specified date), without regard to any materiality qualifications contained in them, except where the failure or failures of all such representations and warranties to be so true and correct in all respects, individually or in the aggregate, would not reasonably be expected to materially impede the completion of the Arrangement; and (iii) the Purchaser has delivered a certificate confirming same to Torstar, executed by one senior officer of the Purchaser (without personal liability) addressed to Torstar and dated the Effective Date;

(b) the Purchaser has fulfilled or complied in all material respects with each of the covenants of the Purchaser contained in the Arrangement Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and the Purchaser has delivered a certificate confirming same to Torstar, executed by one senior officer of the Purchaser (without personal liability) addressed to Torstar and dated the Effective Date; and

(c) subject to obtaining the Final Order and the satisfaction or waiver of the other conditions precedent contained in the Arrangement Agreement in the Purchaser’s favour (other than conditions which, by their nature, are only capable of being satisfied as of the Effective Time), the Purchaser has deposited or caused to be deposited with the Depositary in escrow in accordance with the Arrangement Agreement the funds required to effect payment in full of the aggregate Consideration to be paid pursuant to the Arrangement.

Acquisition Proposals

Non-Solicitation

Torstar has agreed pursuant to the Arrangement Agreement that, except as expressly provided in the Arrangement Agreement, it will not directly, or indirectly through any of its Subsidiaries or any of their respective Representatives (and will not exercise its rights, if any, with respect to the Joint Ventures to cause or provide any support or knowing encouragement to, any of the Joint Ventures or their Representatives to, directly or indirectly):

(a) solicit, initiate, facilitate or knowingly encourage (including by furnishing information or providing copies of, access to, or disclosure of, any confidential information of Torstar or any Subsidiary, Joint Venture or Investment or entering into any form of agreement, arrangement or understanding) any inquiries or proposals or offers that constitute, or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

(b) knowingly encourage, enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the Purchaser), any inquiry, proposal or offer that

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constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, provided that Torstar may (i) advise any Person of the restrictions of the Arrangement Agreement, (ii) contact the Person for the purposes of seeking clarification of the terms of such Acquisition Proposal regarding an Acquisition Proposal, and (iii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute a Superior Proposal, in each case, if, in so doing, no other information that is prohibited from being communicated under the Arrangement Agreement is communicated to such Person;

(c) make a Change in Recommendation;

(d) fail to enforce, or grant any waiver under, any standstill or similar agreement with any Person (other than the Purchaser), it being acknowledged by the Purchaser that Torstar will not be obligated to enforce any standstill or similar agreement or covenants that are automatically terminated or released as a result of entering into and/or announcing the Arrangement Agreement; or

(e) accept, approve, endorse, enter into or recommend, or propose publicly to accept, approve, endorse or recommend, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than five Business Days following the formal announcement of such Acquisition Proposal will not be considered to be in violation of Torstar’s non-solicitation obligations, provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation before the end of such five Business Day period).

Responding to an Acquisition Proposal

Notwithstanding the non-solicitation provisions of the Arrangement Agreement, if at any time following the date of the Acquisition Agreement and prior to obtaining the Required Shareholder Approval at the Meeting, Torstar receives an unsolicited Acquisition Proposal, Torstar may engage or participate in discussions or negotiations with the relevant Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure relating to the properties, facilities, books and records of Torstar or any of its Subsidiaries, Joint Ventures or Investments, if and only if:

(a) the Board first determines in good faith, after consultation with its financial and outside legal advisors, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal;

(b) such Person was not restricted from making such Acquisition Proposal pursuant to any existing confidentiality, standstill or similar restriction to which Torstar is party;

(c) such Acquisition Proposal did not arise, directly or indirectly, as a result of a violation by Torstar directly or indirectly through its Subsidiaries or Joint Ventures or their respective Representatives of the non-solicitation provisions of the Arrangement Agreement in any material respect, and Torstar has been and continues to be in compliance with such provisions in all material respects;

(d) Torstar enters into a customary confidentiality and standstill agreement with such Person;

(e) Torstar has provided the Purchaser with (i) written notice stating Torstar’s intention to participate in such discussions or negotiations and to provide such copies, access or disclosure, and (ii) a copy of the confidentiality and standstill agreement referred to above;

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(f) Torstar promptly provides the Purchaser with any substantive or material non-public information concerning Torstar, its Subsidiaries, Joint Ventures and Investments provided to such other Person which was not previously provided to the Purchaser.

Right to Match

If at any time following the date of the Arrangement Agreement and prior to obtaining the Required Shareholder Approval at the Meeting, Torstar receives an unsolicited Acquisition Proposal that constitutes a Superior Proposal, the Board may authorize Torstar to enter into a definitive agreement with respect to such Acquisition Proposal, if and only if:

(a) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to any existing confidentiality, standstill or similar restriction to which Torstar is party;

(b) such Superior Proposal did not arise, directly or indirectly, as a result of a violation by Torstar of the non-solicitation provisions of the Arrangement Agreement in any material respect, and Torstar has been and continues to be in compliance with such provisions in all material respects;

(c) Torstar has provided the Purchaser with (i) written notice of the determination of the Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to enter into such definitive agreement, together with (ii) written notice from the Board regarding the value and financial terms that the Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Acquisition Proposal (the “Superior Proposal Notice”);

(d) Torstar has provided the Purchaser with a copy of the proposed definitive agreement for the Superior Proposal and all schedules and exhibits thereto, together with any financing documents supplied to Torstar in connection therewith;

(e) at least five Business Days (the “Matching Period”) will have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received all the materials as required by the Arrangement Agreement;

(f) after the Matching Period, the Board has determined in good faith, after consultation with its legal counsel and Financial Advisors, that such Acquisition Proposal continues to constitute a Superior Proposal, if applicable, compared to the terms of the Arrangement as proposed to be amended by the Purchaser pursuant to the terms of the Arrangement Agreement;

(g) after the Matching Period, the Board has determined, in good faith, after consultation with its legal counsel, that failure of the Board to make a Change in Recommendation and to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties; and

(h) prior to or concurrently with entering into a definitive agreement with respect to such Superior Proposal, Torstar terminates the Arrangement Agreement pursuant to the termination provisions set out in the Arrangement Agreement.

During the Matching Period, or such longer period as Torstar may approve in writing: (a) the Purchaser will have the right, but not the obligation, to offer to amend the terms of the Arrangement Agreement and the Arrangement; (b) the Board will review any offer to amend the terms of the Arrangement Agreement and the Arrangement in good faith in order to determine, in consultation with its financial and outside legal

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advisors, whether the Purchaser’s amended offer, upon acceptance, would cause the Superior Proposal giving rise to the Matching Period to cease to be a Superior Proposal; and (c) if the Board determines that the Acquisition Proposal giving rise to such Matching Period no longer constitutes a Superior Proposal compared to the Arrangement Agreement and the Arrangement as it is proposed to be amended by the Purchaser, Torstar will promptly so advise the Purchaser and the Parties will amend the Arrangement Agreement to give effect to such amendments, and will take and cause to be taken all such actions as are necessary to give effect to the foregoing.

Each successive material modification to any Acquisition Proposal that results in an increase to, or a modification of, the consideration to be received by Shareholders or other material amendment to the terms or conditions thereof will constitute a new Acquisition Proposal for purposes of the requirements set forth above, and the Purchaser will be afforded a new five Business Day Matching Period from the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received all of the materials set forth above.

The Board will promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or the Board determines that a proposed amendment to the terms of the Arrangement Agreement would result in an Acquisition Proposal no longer being a Superior Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than five Business Days following the formal announcement of such Acquisition Proposal will not be considered to be in violation of the Arrangement Agreement provided the Board has reaffirmed the Board Recommendation before the end of such period). Torstar will provide the Purchaser and its outside legal advisors with a reasonable opportunity to review the form and content of any such press release and will make all reasonable amendments to such press release as requested by the Purchaser and its counsel.

If Torstar provides a Superior Proposal Notice to the Purchaser after a date that is less than ten Business Days before the Meeting, Torstar will either proceed with or postpone or adjourn the Meeting, as directed by the Purchaser acting reasonably to a date that is not more than ten Business Days after the scheduled date of the Meeting, but in any event to a date that is not less than five Business Days prior to the Outside Date.

Termination of the Arrangement Agreement

The Arrangement Agreement may be terminated prior to the Effective Time by:

(a) mutual written agreement of the Parties;

(b) either Torstar or the Purchaser, on written notice to the other Party, if:

(i) the Required Shareholder Approval is not obtained at the Meeting in accordance with the Interim Order;

(ii) after the date of the Arrangement Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise permanently prohibits or enjoins Torstar or the Purchaser from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable; provided the Party seeking to terminate the Arrangement Agreement on such basis has used its commercially reasonable efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement; or

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(iii) the Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate the Arrangement Agreement on such basis if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement.

(c) Torstar, on written notice to the Purchaser, if

(i) the Purchaser breaches any of its representations or warranties, or fails to perform any covenants or agreements contained in the Arrangement Agreement, which breach or failure would cause either closing condition related to the Purchaser’s representations and warranties or related to the Purchaser’s covenants not to be satisfied, and such breach or failure is incapable of being cured or is not cured on or prior to the Outside Date provided that Torstar is not then in breach of the Arrangement Agreement so as to directly or indirectly cause either closing condition related to Torstar’s representations and warranties or the covenants of Torstar not to be satisfied;

(ii) prior to obtaining the Required Shareholder Approval, the Board authorizes Torstar to enter into a definitive written agreement (other than a confidentiality agreement permitted by the Arrangement Agreement) with respect to any Superior Proposal in accordance with the provisions of the Arrangement Agreement, provided Torstar is then in material compliance with its non-solicitation obligations and that prior to or concurrent with such termination Torstar pays the Corporation Termination Fee; or

(iii) the conditions to closing have been satisfied or waived by the applicable Party (excluding the condition that the Purchaser has deposited or caused to be deposited with the Depositary the funds required to effect payment in full of the aggregate Consideration and the conditions that, by their terms, cannot be satisfied until the Effective Date, in which case, there is no state of facts or circumstances then existing that would cause such conditions not to be satisfied) and the Purchaser fails to comply with its obligations to provide the Depositary sufficient funds in order to satisfy the aggregate Consideration payable to the Shareholders as provided for in the Plan of Arrangement.

(d) the Purchaser, on written notice to Torstar, if:

(i) Torstar breaches any of its representations or warranties, or fails to perform any covenants or agreements contained in the Arrangement Agreement, which breach or failure would cause either condition related to Torstar’s representations and warranties or Torstar’s covenants not to be satisfied, and such breach or failure is incapable of being cured the earlier of the Outside Date or the date that is ten Business Days following receipt of a notice of termination by Torstar setting out the basis for termination; provided that the Purchaser is not then in breach of the Arrangement Agreement so as to directly or indirectly cause either closing condition related to the Purchaser’s representations and warranties or any covenants of the Purchaser not to be satisfied;

(ii) prior to obtaining the Required Shareholder Approval (a) the Board withdraws, withholds, qualifies or modifies in a manner adverse to the Purchaser or the consummation of the Arrangement the Board Recommendation, or fails to reconfirm (without qualification) within five Business Days after request by the Purchaser its approval and recommendation of the Arrangement or the Arrangement Resolution (a “Change in Recommendation”) (it being understood that publicly taking a neutral position or no position with respect to an

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Acquisition Proposal for a period of more than five Business Days after public announcement of an Acquisition Proposal is considered an adverse modification); (b) the Board approves or recommends any Acquisition Proposal; (c) the Board approves, recommends or authorizes Torstar to enter into a written agreement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by the Arrangement Agreement); or (d) Torstar publicly announces the intention to do any of the foregoing;

(iii) the condition regarding the Dissent Rights set forth in the Arrangement Agreement is not capable of being satisfied by the Outside Date; or

(iv) there has occurred a Material Adverse Effect since the date of the Arrangement Agreement.

If the Arrangement Agreement is terminated pursuant to the exercise by either Party of its above-described termination rights, the Arrangement Agreement will become void and of no further force or effect without liability of any Party (or any Shareholder or any Representative of such Party) to any other Party hereto, except as otherwise expressly contemplated in the Arrangement Agreement, and provided that no Party will be relieved of any liability for any wilful material breach by it of the Arrangement Agreement.

Termination Fees

If a Corporation Termination Fee Event occurs, Torstar will pay to the Purchaser the Corporation Termination Fee; and if, and only if, prior to the occurrence of a Corporation Termination Fee Event, a Reverse Termination Fee Event occurs, the Purchaser will pay to Torstar the Reverse Termination Fee.

A “Corporation Termination Fee Event” means the termination of the Arrangement Agreement:

(a) by Torstar, on written notice to the Purchaser, on any of the basis described above in subparagraph (b) under the heading “The Arrangement Agreement – Termination of the Arrangement Agreement”, if at such time the Purchaser is also entitled to terminate the Arrangement Agreement (i) on the basis of a material breach by Torstar of its non-solicitation obligations or (ii) on the basis of a Change in Recommendation as described above in subparagraph (d)(ii) under the heading “The Arrangement Agreement – Termination of the Arrangement Agreement”;

(b) by Torstar, on written notice to the Purchaser, in connection with the authorization by the Board of entering into of a definitive written agreement (other than a confidentiality agreement permitted by the Arrangement Agreement) with respect to any Superior Proposal, as described above in subparagraph (c)(ii) under the heading “The Arrangement Agreement – Termination of the Arrangement Agreement”;

(c) by the Purchaser, on written notice to Torstar, on the basis of a material breach by Torstar of its non-solicitation obligations;

(d) by the Purchaser, on written notice to Torstar, on the basis of a Change in Recommendation as described above in subparagraph (d)(ii) under the heading “The Arrangement Agreement – Termination of the Arrangement Agreement”;

(e) by Torstar, on written notice to the Purchaser, if the Required Shareholder Approval is not obtained at the Meeting in accordance with the Interim Order or the Effective Time does not occur on or prior to the Outside Date (as further described above in subparagraph

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(b)(iii) under the heading “The Arrangement Agreement – Termination of the Arrangement Agreement”), if:

(i) at the time of such termination, (x) the Commitment Letter has not been terminated, withdrawn or rescinded without being replaced in compliance with the Arrangement Agreement, and (y) Torstar is not entitled to terminate the Arrangement Agreement on the basis that the Purchaser has failed to comply with its obligations to provide the Depositary sufficient funds in order to satisfy the aggregate Consideration (as further described above in subparagraph (c)(iii) under the heading “The Arrangement Agreement – Termination of the Arrangement Agreement”);

(ii) prior to the date of the Meeting, an Acquisition Proposal is made or publicly announced, or any Person publicly announces an intention (whether or not conditional or whether or not withdrawn) to make an Acquisition Proposal; and

(iii) within nine months of such termination, Torstar completes an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in (ii)) or enters into an agreement in respect of an Acquisition Proposal that is subsequently completed, provided that, for the foregoing purpose, the term “Acquisition Proposal” has the meaning ascribed to such term, except that references to “20%” are deemed to be “50%”.

A “Reverse Termination Fee Event” means:

(a) the termination of the Arrangement Agreement by Torstar, on written notice to the Purchaser, on the basis that the Purchaser has failed to comply with its obligations to provide the Depositary sufficient funds in order to satisfy the aggregate Consideration (as further described above in subparagraph (c)(iii) under the heading “The Arrangement Agreement – Termination of the Arrangement Agreement”); or

(b) the termination of the Arrangement Agreement by Torstar, on written notice to the Purchaser, on the basis described above in subparagraph (c)(i) under the heading “The Arrangement Agreement – Termination of the Arrangement Agreement”, as a result of a wilful breach by the Purchaser.

Subject to the Parties’ rights to injunctive and other non-monetary equitable relief or specific performance to prevent breaches or threatened breaches of the Arrangement Agreement and to enforce compliance with the terms of the Arrangement Agreement, each has expressly acknowledged and agreed that, upon any termination of the Arrangement Agreement under circumstances where it is entitled to the Corporation Termination Fee or the Reverse Termination Fee and such Corporation Termination Fee or Reverse Termination Fee, as applicable, is paid in full, the Party receiving such payment will be precluded from any other remedy against the other Party or any Financing Source or Financing Source Related Party at Law or in equity or otherwise (including, without limitation, an order for specific performance), and will not seek to obtain any recovery, judgment or damages of any kind against the other Party or its Subsidiaries (or, in the case of Torstar, its Joint Ventures or Investments) or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates or their respective representatives, or the Financing Sources or Financing Sources Related Parties, in connection with the Arrangement Agreement or the transactions contemplated thereby, including with respect to the Commitment Letter; provided, however, that such limitation shall not apply to any breach or threatened breach of the Confidentiality Agreement or in the event of fraud by the Party making such payment (or any of its

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Subsidiaries) (which liability therefore shall not be affected by termination of the Arrangement Agreement or any payment of the Corporation Termination Fee or Reverse Termination Fee, as applicable).

Expenses

All costs and expenses of the Parties in connection with the Arrangement will be paid by the Party incurring such expenses, whether or not the Arrangement is consummated, other than: (a) in the event the Arrangement Agreement is terminated by the Purchaser, on the basis described in subparagraph (d)(i) under the heading “The Arrangement Agreement – Termination of the Arrangement Agreement”, as a result of a wilful breach by the Corporation, the Corporation will be required to reimburse the Purchaser for all reasonable documented out-of-pocket expenses, costs and fees of the Purchaser and its affiliates owed to third parties incurred in connection with the transactions contemplated by the Arrangement Agreement and related financings, in an amount not to exceed $500,000, provided that any such reimbursement will be credited against any payment of the Corporation Termination Fee; and (b) the payment by the Corporation to the Purchaser, in certain circumstances (as described under the heading “The Arrangement Agreement – Termination Fees”), of the Corporation Termination Fee, up to $1,500,000 of which is an amount equal to all reasonable documented out-of-pocket expenses, costs and fees of the Purchaser and its affiliates owed to third parties.

Amendments

The Arrangement Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Meeting, but not later than the Effective Time, be amended by mutual written agreement of the Parties, subject to the Plan of Arrangement, the Interim Order and the Final Order, and any such amendment may, without limitation: (a) change the time for performance of any of the obligations or acts of the Parties; (b) waive any inaccuracies or modify any representation or warranty contained the Arrangement Agreement or in any document delivered pursuant to the Arrangement Agreement; (c) waive any inaccuracies or modify any of the covenants contained in the Arrangement Agreement and waive or modify performance of any of the obligations of the Parties; and/or (d) modify conditions contained in the Arrangement Agreement; provided that no such amendment (i) reduces or materially adversely affects the Consideration to be received by Shareholders without approval of the affected Shareholders given in the same manner as required for the approval of the Arrangement or as may be required by the Court, or (ii) amends or modifies certain specified provisions of the Arrangement Agreement in a manner which is adverse to the interests of the Financing Sources without the prior written approval of the Financing Sources.

THE ESCROW AGREEMENT

Prior to signing the Arrangement Agreement, the Purchaser deposited $3.5 million with the Escrow Agent to secure the payment of the Reverse Termination Fee which amount, together with any interest earned thereon, will be held in escrow pursuant to the Escrow Agreement, and subsequently released as follows: (a) at the Effective Time, to the Depositary to be disbursed by the Depositary in accordance with the Plan of Arrangement; (b) to the Corporation in the circumstances in which the Reverse Termination Fee becomes payable as further described under the heading “The Arrangement Agreement – Termination Fees”; or (c) in all other circumstances, returned to the Purchaser.

DISSENT RIGHTS OF SHAREHOLDERS

Registered Shareholders as of the close of business on the Record Date have been provided with the right to dissent in respect of the Arrangement Resolution in the manner provided in Section 185 of the OBCA,

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as modified by the Interim Order and the Plan of Arrangement (the “Dissent Rights”). The following summary is qualified in its entirety by the provisions of Section 185 of the OBCA, the Interim Order and the Plan of Arrangement. It is a condition to completion of the Arrangement in favour of the Purchaser that Dissent Rights shall not have been exercised in respect of more than 7.5% of the issued and outstanding Shares.

Any Registered Shareholder as of the Record Date who validly exercises Dissent Rights (a “Dissenting Shareholder”) may be entitled, in the event the Arrangement becomes effective, to be paid by the Purchaser fair value of the Shares held by such Dissenting Shareholder, which fair value, notwithstanding anything to the contrary contained in Part XIV of the OBCA, shall be determined as of the close of business on the Business Day before the Arrangement Resolution was adopted. A Dissenting Shareholder will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Shares. Shareholders are cautioned that fair value could be determined to be less than the amount per Share payable pursuant to the terms of the Arrangement.

Section 185 of the OBCA provides that a Dissenting Shareholder may only make a claim under that section with respect to all of the Shares held by the Dissenting Shareholder on behalf of any one beneficial owner and registered in the Dissenting Shareholder’s name. One consequence of this provision is that a Registered Shareholder may exercise Dissent Rights only in respect of Shares that are registered in that Registered Shareholder’s name.

In many cases, Shares beneficially owned by a Beneficial Shareholder are registered either: (a) in the name of an Intermediary; or (b) in the name of a clearing agency (such as CDS) of which the Intermediary is a participant. Accordingly, a Beneficial Shareholder will not be entitled to exercise its Dissent Rights directly (unless the Shares are re-registered in the Beneficial Shareholder’s name). A Beneficial Shareholder who wishes to exercise Dissent Rights should immediately contact the Intermediary with whom the Beneficial Shareholder deals in respect of its Shares and either: (a) instruct the Intermediary to exercise Dissent Rights on the Beneficial Shareholder’s behalf (which, if the Shares are registered in the name of CDS or other clearing agency, may require that such Shares first be re-registered in the name of the Intermediary), or (b) instruct the Intermediary to re-register such Shares in the name of the Beneficial Shareholder, in which case the Beneficial Shareholder would be able to exercise Dissent Rights directly.

A Registered Shareholder as of the close of business on the Record Date who wishes to dissent must provide a written notice of dissent (a “Dissent Notice”) to the Corporation at 1 Yonge Street, Toronto, Ontario, M5E 1E6, Attention: Marie E. Beyette, Senior Vice President, General Counsel & Corporate Secretary to be received not later than 5:00 p.m. (Toronto time) on July 17, 2020 (or 5:00 p.m. (Toronto time) on the Business Day that is two Business Days immediately preceding any adjourned or postponed Meeting). Failure to properly exercise Dissent Rights may result in the loss or unavailability of the right to dissent.

The filing of a Dissent Notice does not deprive a Registered Shareholder of the right to vote at the Meeting. However, no Registered Shareholder who has voted FOR the Arrangement Resolution shall be entitled to exercise Dissent Rights with respect to its Shares. A vote against the Arrangement Resolution, an abstention from voting, or a proxy submitted instructing a proxyholder to vote against the Arrangement Resolution does not constitute a Dissent Notice, but a Registered Shareholder need not vote its Shares against the Arrangement Resolution in order to dissent. Similarly, the revocation of a proxy conferring authority on the proxyholder to vote FOR the Arrangement Resolution does not constitute a Dissent Notice. However, any proxy granted by a Registered Shareholder who intends to dissent, other than a proxy that instructs the proxyholder to vote against the Arrangement Resolution, should be validly revoked in order to prevent the proxyholder from voting such Shares in favour of the Arrangement Resolution and thereby causing the Registered Shareholder to forfeit his or her Dissent Rights.

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Within 10 days after the Shareholders adopt the Arrangement Resolution, the Corporation is required to notify each Dissenting Shareholder that the Arrangement Resolution has been adopted. Such notice is not required to be sent to any Shareholder who voted FOR the Arrangement Resolution or who has withdrawn its Dissent Notice.

A Dissenting Shareholder who has not withdrawn its Dissent Notice prior to the Meeting must then, within 20 days after receipt of notice that the Arrangement Resolution has been adopted, or if a Dissenting Shareholder does not receive such notice, within 20 days after learning that the Arrangement Resolution has been adopted, send to the Corporation a written notice containing his or her name and address, the number and class of Shares in respect of which he or she dissents (the “Dissenting Shares”), and a demand for payment of the fair value of such Shares (the “Demand for Payment”). Within 30 days after sending a Demand for Payment, a Dissenting Shareholder must send to the Corporation certificates representing the Shares in respect of which he or she dissents. The Corporation will, or will cause its Transfer Agent to, endorse on the applicable share certificates received from a Dissenting Shareholder a notice that the holder is a Dissenting Shareholder and will forthwith return such Share certificates to a Dissenting Shareholder.

Failure to comply with the requirements set forth in subsections 185(6), (10) and (11) of the OBCA, as modified by the Plan of Arrangement and the Interim Order, may result in the loss of any right to dissent.

After sending a Demand for Payment, a Dissenting Shareholder ceases to have any rights as a Shareholder in respect of its Dissenting Shares other than the right to be paid the fair value of the Dissenting Shares held by such Dissenting Shareholder, except where: (a) a Dissenting Shareholder withdraws its Dissent Notice before the Purchaser makes an offer to pay (an “Offer to Pay”); or (b) the Purchaser fails to make an Offer to Pay and a Dissenting Shareholder withdraws the Demand for Payment, in which case a Dissenting Shareholder’s rights as a Shareholder will be reinstated as of the date of the Demand for Payment.

Pursuant to the Plan of Arrangement, in no case shall the Purchaser, the Corporation or any other Person be required to recognize any Dissenting Shareholder as a Shareholder in respect of which Dissent Rights have been validly exercised after the time that is immediately prior to the Effective Time and the names of such Dissenting Shareholders shall be removed from the register of holders of Shares in respect of which Dissent Rights have been validly exercised at the Effective Time and the Purchaser shall be recorded as the registered holder of such Shares and shall be deemed to be the legal owner of such Shares.

In addition to any other restrictions under Section 185 of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (a) holders of DSUs or RSUs or Optionholders; and (b) Shareholders who vote or have instructed a proxyholder to vote its Shares FOR the Arrangement Resolution (but only in respect of such Shares).

Pursuant to the Plan of Arrangement, Dissenting Shareholders who are ultimately determined not to be entitled, for any reason, to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as any Shareholder who is not a Dissenting Shareholder.

The Corporation is required, not later than seven days after the later of the Effective Date or the date on which a Demand for Payment is received from a Dissenting Shareholder, to send to each Dissenting Shareholder who has sent a Demand for Payment an Offer to Pay for its Dissenting Shares in an amount considered by the Board to be the fair value of the Shares, accompanied by a statement showing the manner in which the fair value was determined. Every Offer to Pay for Shares of the same class must be on the same terms. The Corporation must pay for the Dissenting Shares of a Dissenting Shareholder within 10 days after an Offer to Pay has been accepted by a Dissenting Shareholder, but any such offer lapses if the Corporation does not receive an acceptance within 30 days after the Offer to Pay has been made.

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If the Corporation fails to make an Offer to Pay for Dissenting Shares, or if a Dissenting Shareholder fails to accept an Offer to Pay that has been made, the Corporation may, within 50 days after the Effective Date or within such further period as a court may allow, apply to a court to fix a fair value for the Dissenting Shares. If the Corporation fails to apply to a court, a Dissenting Shareholder may apply to a court for the same purpose within a further period of 20 days or within such further period as a court may allow. A Dissenting Shareholder is not required to give security for costs in such an application.

Before the Corporation makes an application to a court or not later than seven days after a Dissenting Shareholder makes an application to a court, the Corporation will be required to give notice to each Dissenting Shareholder of the date, place and consequences of the application and of its right to appear and be heard in person or by counsel. Upon an application to a court, all Dissenting Shareholders who have not accepted an Offer to Pay will be joined as parties and be bound by the decision of the court. Upon any such application to a court, the court may determine whether any Person is a Dissenting Shareholder who should be joined as a party, and the court will then fix a fair value for the Dissenting Shares of all Dissenting Shareholders. The final order of a court will be rendered against the Corporation in favour of each Dissenting Shareholder for the amount of the fair value of its Dissenting Shares as fixed by the court. The court may, in its discretion, allow a reasonable rate of interest on the amount payable to each Dissenting Shareholder from the Effective Date until the date of payment.

There can be no assurance that the fair value of Dissenting Shares as determined under the applicable provisions of the OBCA, as modified by the Interim Order and the Plan of Arrangement, will be greater than or equal to the Consideration under the Arrangement Agreement. Judicial determination of fair value could delay payment of Consideration in respect of Dissenting Shares.

The foregoing is only a summary of the provisions of the OBCA regarding the rights of Dissenting Shareholders (as modified by the Plan of Arrangement and the Interim Order), which are technical and complex. Shareholders are urged to review a complete copy of Section 185 of the OBCA, attached as Appendix G to this Circular, and those Shareholders who wish to exercise Dissent Rights are also advised to seek legal advice, as failure to comply strictly with the provisions of the OBCA, as modified by the Plan of Arrangement and the Interim Order, may result in the loss or unavailability of their Dissent Rights.

INFORMATION REGARDING THE CORPORATION

General

The Corporation is a broadly-based media corporation amalgamated under the OBCA. Its registered and principal office is located at 1 Yonge Street, Toronto, Ontario, M5E 1E6. The Corporation has two reportable operating segments: Daily Brands and Community Brands.

The Daily Brands segment includes the daily Toronto Star newspaper and thestar.com; The Hamilton Spectator, the Waterloo Region Record, the St. Catharines Standard, the Niagara Falls Review, the Welland Tribune and the Peterborough Examiner daily newspapers, as well as each of their respective websites. The Daily Brands segment also includes wheels.ca and various specialty publications and magazines and distribution services.

The Community Brands segment includes more than 70 weekly community newspapers, numerous digital properties (including homefinder.ca, save.ca, travelalerts.ca, and regional online sites, such as durhamregion.com) and flyer distribution operations. The Community Brands segment also includes a number of specialty publications, directories and consumer shows.

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The Corporation also has investments in a number of associated businesses, including VerticalScope Holdings Inc., Black Press Ltd., Blue Ant Media Inc., Canadian Press Enterprises Inc., and Nest Wealth Asset Management Inc.

Description of Share Capital

The authorized capital of Torstar consists of an unlimited number of Class A Shares, an unlimited number of Class B Shares and 15,000,000 First Preference shares. As of the Record Date, there were 9,803,535Class A Shares, 71,615,373 Class B Shares, and no First Preference shares issued and outstanding.

For a description of the general terms and provisions of the Class A Shares, Class B Shares and First Preference shares, see the description thereof under the heading “Description of Capital Structure” in Torstar’s Annual Information Form dated March 20, 2020, which description is incorporated by reference herein. Torstar’s Annual Information Form dated March 20, 2020 is available on the Corporation’s profile on SEDAR at www.sedar.com and a copy of which will be sent to any Shareholder without charge upon written request to the Corporation’s head office at 1 Yonge Street, Toronto, Ontario, M5E 1E6, Attention: Marie E. Beyette, Senior Vice President, General Counsel & Corporate Secretary.

Trading in Shares

The Class B Shares are listed and posted for trading on the TSX under the symbol “TS-B” and the Class A Shares are unlisted. The following table sets forth the high and low trading prices and the trading volumes for the outstanding Class B Shares for the periods indicated.

Month High Low Volume

December 2019 $0.50 $0.39 972,626

January 2020 $0.47 $0.39 355,525

February 2020 $0.53 $0.37 455,162

March 2020 $0.42 $0.25 1,081,955

April 2020 $0.43 $0.33 382,898

May 2020 $0.66 $0.31 9,145,208

June 1-17, 2020 $0.63 $0.61 1,549,115

Source: TMX Money

The closing price of the Class B Shares on the TSX on May 26, 2020, the last full trading day on which the Class B Shares traded on the TSX prior to the announcement of the Arrangement, was $0.40. The Consideration represents a premium of 66.67% to the volume-weighted average price of the Class B Shares on the TSX for the 20 trading days ending May 25, 2020, the last trading day prior to the announcement of the Arrangement.

Ownership of Shares

To the knowledge of the Corporation’s directors and executive officers, the following list includes the names of the only persons who beneficially own, directly or indirectly, or exercise control or direction over, shares carrying 10% or more of the voting rights attached to all Class A Shares entitled to vote at the Meeting:

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Person Class A Shares

Percentage of Class A Votes

Executors of the Estate of Joseph S. Atkinson(1) 3,110,948 31.7%

Ruth Hindmarsh Group(2) 1,847,256 18.8%

Honderich Group(3) 1,458,356 14.9%

Thall Investments Inc.(4) 1,458,324 14.9%

Campbell Group(5) 1,458,360 14.9%

(1) With the exception of 3,708 Class A Shares, all of the Class A Shares shown as owned, controlled or directed by the executors of the Estate of Joseph S. Atkinson are owned by Starson Holdings Inc., which is directly or indirectly controlled by the executors of the Estate of the late Joseph S. Atkinson, one of whom is Elaine Berger.

(2) The holdings shown for the Ruth Hindmarsh Group represent the aggregate number of Class A Shares directed by Michael Hindmarsh on behalf of the Ruth Hindmarsh Group under its voting trust agreement. The Ruth Hindmarsh Group is more particularly described below.

(3) Under the Securities Act (Ontario), the Class A Shares shown as owned, controlled or directed by the Honderich Group are deemed to be beneficially owned by John A. Honderich, Mary Honderich and David Honderich by virtue of the direct or indirect control by them of shares carrying more than 50% of the votes for the election of directors of companies holding the Class A Shares. The holdings shown for the Honderich Group also represent the aggregate number of Class A Shares controlled by John A. Honderich on behalf of the Honderich Group under its voting trust agreement. The Honderich Group is more particularly described below.

(4) Under the Securities Act (Ontario), the Class A Shares shown as owned, controlled or directed by Thall Investments Inc. are deemed to be beneficially owned by Eleanor Thall by virtue of her direct or indirect control of shares carrying more than 50% of the votes for the election of directors of the companies holding the Class A Shares.

(5) The holdings shown for the Campbell Group represent the aggregate number of Class A Shares controlled by Campbell R. Harvey on behalf of the Campbell Group under its voting trust agreement. The Campbell Group is more particularly described below.

All of the Class A Shares listed above are registered in the name of National Trust Company pursuant to the Voting Trust Agreement.

To the knowledge of the Corporation’s directors and executive officers, the following list includes the names of the only persons who beneficially own, directly or indirectly, or exercise control or direction over, shares carrying 10% or more of the voting rights attached to all Class B Shares entitled to vote at the Meeting:

Person Class B Shares

Percentage of Class B Votes

Fairfax Financial(1) 28,876,337 40.3%

(1) Owned or controlled by Fairfax Financial, directly and in the investment portfolios of its insurance subsidiaries.

The following table sets out the names of the directors, officers and other insiders of the Corporation, the positions held by them with the Corporation and the number and percentage of outstanding securities of the Corporation beneficially owned, or over which control or direction is exercised, by each of them and, where known after reasonable inquiry, by their respective associates or affiliates, as of the Record Date.

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Class A Shares Class B Shares Options DSUs(12) RSUs

(#) (%) (#) (%)

Directors John A. Honderich(1) 1,458,356 14.9% 3,452,609 4.8% - 237,575 -Elaine Berger(2) 1 0.0% 400 0.0% - 229,576 -Campbell R. Harvey(3) 1,458,360 14.9% 3,016,404 4.2% - 339,952 -Martin Thall(4) 2 0.0% 1,400 0.0% - 242,449 -Linda Hughes 1 0.0% 0 0.0% - 272,146 -Daniel A. Jauernig 1 0.0% 0 0.0% - 474,293 -Alnasir Samji 1 0.0% 0 0.0% - 255,621 -Dorothy Strachan 1 0.0% 0 0.0% - 206,298 -Daryl Aitken 1 0.0% 0 0.0% - 196,670 -John Boynton(5) 1 0.0% 45,000 0.1% 2,828,571 - 609,312

Senior Officers and Insiders Lorenzo DeMarchi(6) 0 0.0% 6,559 0.0% 1,603,571 - 304,654Ian Oliver(7) 0 0.0% 0 0.0% 1,267,594 24,833 202,890Neil Oliver(7) 0 0.0% 10,869 0.0% 175,000 - 77,773Marie Beyette(8) 0 0.0% 1,110 0.0% 304,595 - 73,807Jennifer Barber(9) 0 0.0% 0 0.0% 260,220 - 73,807Angus Frame(10) 0 0.0% 0 0.0% 110,000 - 48,516Wayne Parrish(11) 0 0.0% 0 0.0% - - -

(1) The holdings shown include the aggregate number of Shares held within the Voting Trust by the Honderich Group (as more particularly described below). Under the Securities Act (Ontario), the Shares are deemed to be beneficially owned by John A. Honderich, Mary Honderich and David Honderich by virtue of the direct or indirect control by them of shares carrying more than 50% of the votes for the election of directors of companies holding the Shares.

(2) In addition, as described in this Circular, Starson Holdings Inc. holds 3,107,240 Class A Shares and 4,358,096 Class B Shares. Starson Holdings Inc. is controlled by the executors of the estate of the late Joseph S. Atkinson, one of whom is Elaine Berger.

(3) The holdings shown include the aggregate number of Shares controlled by Campbell R. Harvey on behalf of the Campbell Group under its voting trust agreement.

(4) In addition, as described in this Circular, Thall Investments Inc. owns 1,458,324 Class A Shares and 1,017,772 Class B Shares. Thall Investments Inc. is owned by Thall Holdings Corporation. Mr. Thall is a trustee and beneficiary of the trust that owns the common shares of Thall Holdings Corporation, and as a result, has a beneficial interest in the Shares owned by Thall Investments Inc. Mr. Thall is also a director of Thall Investments Inc., and the Voting Trustee for the Thall Group.

(5) President and Chief Executive Officer. (6) Executive Vice President and Chief Financial Officer.(7) Executive Vice President. (8) Senior Vice President, General Counsel and Corporate Secretary. (9) Senior Vice President, Finance & Chief Financial Officer, Daily/Community News Brands. (10) Senior Vice President, Digital Products and Digital Product Development. (11) Senior Vice President, Editorial. (12) Holdings shown do not reflect the upcoming (and normal course) grant of DSUs to directors for the period ending June 30,

2020.

The Voting Trust

Approximately 99% of Torstar’s Class A Shares are held in the Voting Trust. The original purpose of the Voting Trust was to ensure that control of the Toronto Star newspaper would be maintained by persons who would continue to honour the doctrines and beliefs of Joseph E. Atkinson with respect to the publication of a major metropolitan newspaper (the “Atkinson Principles”). The Atkinson Principles are more fully described in the Corporation’s Annual Information Form dated March 20, 2020. Throughout his 50 years as publisher of the Toronto Star from 1899 to 1948, Atkinson developed strong views on both the role of a large city newspaper and the editorial principles it should espouse. On his death, Joseph E. Atkinson bequeathed all his shares to the Atkinson Charitable Foundation. He wanted to be certain that the

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Toronto Star would be run by those “familiar with the doctrines and beliefs which I have promoted in the past” and that publication of the Toronto Star be conducted “for the benefit of the public in the continued frank and full dissemination of news and opinions” and in such a manner as to preserve its role as a great “metropolitan newspaper”. Faced with a provincial statute which prevented the Atkinson Charitable Foundation from holding the shares in the newspaper, Mr. Atkinson’s son, Joseph S. Atkinson, and four other senior managers of the newspaper (Messrs. Campbell, Hindmarsh, Honderich and Thall) formed Torstar Corporation to purchase the assets of the Toronto Star and formed the Voting Trust to hold their controlling interest. As Torstar has become a diversified media company, the Atkinson Principles have remained confined to the operations of the Toronto Star. In addition to ensuring fidelity to the Atkinson Principles at the Toronto Star, the Voting Trust has also provided continuity of ownership to Torstar as a whole.

The Voting Trust joins together seven groups of shareholders. These seven groups collectively hold approximately 99% of the Class A Shares and approximately 18% of the Class B Shares. This represents approximately 28% of the total common equity of Torstar. The seven groups which are parties to the Voting Trust Agreement, together with Torstar, and National Trust Company as depositary and trustee, are:

● Starson Group: The executors of the Estate of J.S. Atkinson, Starson Investments Limited, Starson Holdings Inc., 661005 Ontario Inc.;

● Atkinson Group: Catherine Atkinson Murray, Catherine Atkinson Holdings (1984) Inc.;

● Ruth Hindmarsh Group: Harry Hindmarsh Investments Inc., Starlyn Holdings Inc., HP Holdings Corp., Willstar Holdings Inc., R.A. Winter Enterprises Inc., LSKA Enterprises Inc., Sally Jane Booth Enterprises Inc., Butchco Enterprises Inc., Susan Chan, Joan Mathieu, Kathleen Cino, John A. Hindmarsh, Michael Clark, Michael Hindmarsh, Nancy Hindmarsh, Stephen Hindmarsh, R.A. Winter, Peter A. Armstrong, Carberry Corporation, Carol Hindmarsh Holdings Inc., Starlich Holdings Inc., S.E. Chan Investments Inc., Coco T. Investments Inc., William Folland, Lynne Hindmarsh & John Hindmarsh in Trust, Patricia Clutterbuck, Harry Folland, William Folland, Marian Hindmarsh, Marilyn Armstrong, and The Estate of Harry Hindmarsh;

● Lynne Hindmarsh Group: S. Lynne Hindmarsh, Scarlett Investments Inc.;

● Campbell Group: Eleanor Campbell Osler, Campbell Russell Harvey, Suhar Investments Limited, Jeffcamp Investments Limited, Jacamp Investments Limited, Jeffrey Campbell, William Campbell, Susan Elizabeth Harvey Schijns, Campbell Russell Harvey & John R. Graham, Trustees of the Campbell Harvey Secondary Family Trust under Will of Faith E. Harvey, and Susan Elizabeth Harvey Schijns & Stephen Harvey Schijns Trustees of Susan E. Harvey Schijns Family Trust;

● Honderich Group: Honderich Holdings Inc., John A. Honderich, David B. Honderich, Mary E. Honderich, 661005 Ontario Inc.; and

● Thall Group: Eleanor E. Thall, Nelson S. Thall, Martin E. Thall, Thall Holdings Limited, Thall Investments Inc., 661005 Ontario Inc.

Pursuant to the Voting Trust Agreement, 9,722,556 Class A Shares and 12,377,688 Class B Shares have been deposited with National Trust Company.

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Under the Voting Trust Agreement, each shareholder group identified above is entitled to appoint a voting trustee (a “Voting Trustee”). The Voting Trustees exercise various powers and rights, including among others the right to vote in the manner as determined by a majority of the Voting Trustees all of the Shares of Torstar held within the Voting Trust. The current Voting Trustees are set out below.

Voting Trustee Group Represented

Starson Investments Limited Catherine Atkinson Murray

Michael Hindmarsh S. Lynne Hindmarsh Campbell R. Harvey John A. Honderich

Martin E. Thall

Starson Group Atkinson Group

Ruth Hindmarsh Group Lynne Hindmarsh Group

Campbell Group Honderich Group

Thall Group

The Voting Trust Agreement contains certain restrictions on the transfer of Shares of Torstar by parties to the Voting Trust Agreement. These provisions preserve the ability of the Voting Trust to retain control of Torstar. These provisions include a requirement that any party to the Voting Trust Agreement desiring to transfer Class A Shares must first offer the shares to the other members of the Voting Trust, and can only transfer the shares outside of the Voting Trust if they are not purchased pursuant to such an offer and, in such event, the Class A Shares must be converted to Class B Shares before the transfer.

The Voting Trust Agreement also invites each of the five principal groups, being the Atkinson/Starson, Hindmarsh, Campbell, Honderich and Thall groups, to nominate a representative of each such group for election to the Board. The Voting Trust nominated the following individuals to the Board, each of whom were subsequently elected to the Board:

Director Group Represented

Elaine Berger Dorothy Strachan

Campbell R. Harvey John A. Honderich

Martin E. Thall

Atkinson Group/Starson Group Ruth Hindmarsh Group/Lynne Hindmarsh Group

Campbell Group Honderich Group

Thall Group

Commitments to Acquire Shares

None of the Corporation or its directors and executive officers or, to the knowledge of the directors and executive officers of the Corporation, any of their respective associates or affiliates, any other insiders of the Corporation or their respective associates or affiliates or any person acting jointly or in concert with the Corporation has made any agreement, commitment or understanding to acquire securities of the Corporation.

Benefits from the Arrangement

Except as otherwise described in this Circular, none of the Corporation or its directors and executive officers or, to the knowledge of the directors and executive officers of Corporation, any of their respective associates or affiliates, any other insiders of the Corporation, or their respective associates or affiliates or any person acting jointly or in concert with the Corporation will receive any direct or indirect benefits from the Arrangement.

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Insider Support of the Arrangement

The Voting Trust (in respect of 93.2% of the Shares subject to such trust), each director of the Corporation who is not also a Voting Trustee, and HWIC intend to vote the Shares held by such Person in favour of the Arrangement Resolution. See “The Arrangement – Voting Support Agreements”.

Previous Purchases and Sales by the Corporation

No Shares of the Corporation have been purchased or sold by the Corporation during the 12-month period prior to the date hereof.

Previous Distributions

Except as disclosed below, no Shares were distributed during the five-year period preceding the date of this Circular:

Date(s)/Period of Issuance

Class of Shares Issued

Nature of Distribution

# of Shares Issued

Price Per Share

Aggregate Proceeds to the

Corporation June 2015 Class B DRIP 27,960 $6.05 $169,158.00September 2015 Class B DRIP 40,260 $4.01 $161,422.60December 2015 Class B DRIP 58,232 $3.05 $177,607.60March 2016 Class B DRIP 47,918 $1.90 $91,044.20April 2016 Class B ESPP 76,868 $1.87 $143,743.16June 2015 – May 2016

Class B Share Reward

Program925 NA NA

June 2015 – May 2016

Class B Share Exchange

(Class A Shares to Class B Shares)

12,240 NA NA

June 2016 Class B DRIP 24,453 $1.79 $43,770.87September 2016 Class B DRIP 10,460 $1.45 $15,167.00December 2016 Class B DRIP 10,370 $1.73 $17,940.10March 2017 Class B DRIP 17,767 $1.78 $31,625.26April 2017 Class B ESPP 50,911 $1.80 $91,639.80June 2016 – May 2017


Program775 NA NA

June 2016 – May 2017



10,800 NA NA

June 2017 Class B DRIP 24,986 $1.51 $37,728.86September 2017 Class B DRIP 17,949 $1.34 $24,051.66December 2017 Class B DRIP 24,578 $1.62 $39,816.36March 2018 Class B DRIP 23,584 $1.72 $40,564.48April 2018 Class B ESPP 134,292 $1.82 $244,411.44June 2017 – May 2018


Program525 NA NA

June 2017 – May 2018



9,000 NA NA

June 2018 Class B DRIP 28,913 $1.44 $41,634.72September 2018 Class B DRIP 30,528 $1.22 $37,244.16December 2018 Class B DRIP 40,348 $0.88 $35,506.24March 2019 Class B DRIP 38,754 $0.98 $37,978.92

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April 2019 Class B ESPP 139,393 $0.84 $117,090.12June 2018 – May 2019


Program425 NA NA

June 2018 – May 2019



9,000 NA NA

June 2019 Class B DRIP 24,106 $0.80 $19,284.80September 2019 Class B DRIP 21,454 $0.89 $19,094.06April 2020 Class B ESPP 82,508 $0.38 $31,353.04June 2019 – May 2020


Program150 NA NA

June 2019 – May 2020



4,680 NA NA

Dividend Policy

Decisions on the declaration and payment of dividends are made on a quarterly basis by the Board, based upon the Corporation’s overall financial performance and cash flow outlook. A dividend of 2.5 cents per Share was declared and paid each quarter from the third quarter of 2016 through to the third quarter of 2019. In the fourth quarter of 2019, the Board decided to suspend Torstar’s quarterly dividend. There is no assurance as to the amount or timing of dividends in the future. The following table presents a summary of the dividends paid in each of the three most recently completed financial years:

Quarter Ended

March 31/19 June 30/19 Sept. 30/19 Dec. 31/19

Dividend per Class A Share and Class B Share

$0.025 $0.025 $0.025 $0.000



$0.025 $0.025 $0.025 $0.025



$0.025 $0.025 $0.025 $0.025

The Board has the right, when declaring any dividend, to make available the option of a stock dividend to permit Canadian residents to elect to receive dividends in Class B Shares. The Board is not permitted to declare and the Corporation may not pay a dividend if there are reasonable grounds for believing that (a) the Corporation is or, after the payment, would be unable to pay its liabilities as they become due, or (b) the realizable value of the Corporation’s assets would thereby be less than the aggregate of its liabilities and its stated capital of all share classes.

The holders of Class B Shares are generally not entitled to vote at any meeting of the Shareholders of the Corporation; provided that, if at any time the Corporation has failed to pay the full quarterly preferential dividend on the Class B Shares in each of eight consecutive quarters, then and until the Corporation has paid full quarterly preferential dividends (7.5 cents per annum) on the Class B Shares for eight consecutive

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quarters, the holders of the Class B Shares are entitled to vote at all meetings of the Shareholders at which directors are to be elected on the basis of one vote for each Class B Share held. As described in this Circular, holders of Class B Shares are entitled to vote at the Meeting in respect of the Arrangement Resolution.

Expenses of the Corporation

The aggregate fees and expenses expected to be incurred by the Corporation in connection with the Arrangement are estimated to be approximately $3.5 million, including legal, financial advisory, accounting, filing and printing costs, the costs of preparing and mailing this Circular and fees in respect of the Fairness Opinions.

Interest of Informed Persons in Material Transactions

Except as otherwise described elsewhere in this Circular, to the knowledge of the Corporation, no director or executive officer of the Corporation or a person or company that beneficially owns or controls or directs, directly or indirectly, more than 10% of the Shares, or an associate or affiliate thereof, had any material interest, direct or indirect, in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Corporation or any of its Subsidiaries.

Material Change in the Affairs of the Corporation

Except as described in this Circular, the directors and executive officers of the Corporation are not aware of any plans or proposals for material changes in the affairs of the Corporation.

Other Information

There is no information not disclosed in this Circular but known to the Corporation that would be reasonably expected to affect the decision of Shareholders to vote for or against the Arrangement Resolution.

Auditors

Ernst & Young LLP are the auditors of the Corporation and are independent of the Corporation within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of Ontario.

Transfer Agent

The transfer agent and registrar of the Corporation is AST Trust Company (Canada) at its principal office located at 1 Toronto Street, Suite 1200, Toronto, Ontario, M5C 2V6.

INFORMATION REGARDING THE PURCHASER

The Purchaser is a limited partnership created and validly existing under the Laws of the Province of Manitoba. Its general partner, NordStar Capital Inc., is a corporation duly incorporated and validly existing under the Laws of the Province of Ontario. The Purchaser was formed for the purpose of consummating the transactions contemplated by the Arrangement Agreement and is controlled by Jordan Bitove and Paul Rivett and wholly-owned by the Bitove and Rivett families.

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RISK FACTORS

The following risk factors should be carefully considered by Shareholders in evaluating the approval of the Arrangement Resolution.

Risks Relating to the Arrangement

Conditions Precedent and Required Approvals

There can be no certainty that all conditions precedent to the Arrangement will be satisfied or waived, nor can there be any certainty of the timing of their satisfaction or waiver. Failure to complete the Arrangement could materially negatively impact the trading price of the Shares.

The completion of the Arrangement is subject to a number of conditions precedent, some of which are outside of the Corporation’s control, including receipt of the Final Order. At the hearing on the Final Order, the Court will consider whether to approve the Arrangement based on the applicable legal requirements and the evidence before the Court. Other conditions precedent which are outside of the Corporation’s control include, without limitation, the receipt of the Required Shareholder Approval, holders of no more than 7.5% of the issued and outstanding Shares having exercised Dissent Rights and the receipt of the Competition Act Approval. There can be no certainty, nor can the Corporation provide any assurance, that all conditions precedent to the Arrangement will be satisfied or waived, or, if satisfied or waived, when they will be satisfied or waived.

Termination in Certain Circumstances

Each of the Corporation and the Purchaser has the right, in certain circumstances, in addition to termination rights relating to the failure to satisfy the conditions of closing, to terminate the Arrangement Agreement. Accordingly, there can be no certainty, nor can the Corporation provide any assurance, that the Arrangement Agreement will not be terminated by either the Corporation or the Purchaser prior to the completion of the Arrangement. The Corporation’s business, financial condition or results of operations could also be subject to various material adverse consequences, including that the Corporation would remain liable for significant costs relating to the Arrangement including, among others, legal, accounting and printing expenses. If the Arrangement Agreement is terminated and the Board decides to seek another similar transaction, there can be no assurance that it will be able to find a party willing to pay an equivalent or more attractive price than the Consideration to be paid by the Purchaser pursuant to the Arrangement.

Termination Fee

Under the Arrangement Agreement, the Corporation is required to pay to the Purchaser the Corporation Termination Fee in the event the Arrangement Agreement is terminated in certain circumstances in accordance with the termination and termination fee provisions of the Arrangement Agreement. The Corporation Termination Fee may discourage other parties from attempting to acquire the Corporation, even if those parties would otherwise be willing to offer greater value than that offered under the Arrangement. See “The Arrangement Agreement – Termination Fees”.

Non-Solicitation Obligations and Right to Match

Under the Arrangement Agreement the Corporation is subject to certain non-solicitation obligations, and as a condition to entering into an agreement in respect of a Superior Proposal, the Corporation is required to offer the Purchaser the right to match. These non-solicitation provisions and the Purchaser’s right to match may discourage other parties from making a Superior Proposal, even if they would otherwise have

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been willing to acquire the Corporation on more favourable terms than the Arrangement. See “The Arrangement Agreement – Acquisition Proposals”.

Interim Period Covenants

Under the Arrangement Agreement, the Corporation agreed that, among other things, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time the Arrangement Agreement is terminated in accordance with its terms, it would conduct its business in the Ordinary Course and would use its commercially reasonable efforts to preserve intact its current business organization, goodwill, assets and properties, including those of its Subsidiaries, Investments and Joint Ventures, and develop and, if determined advisable, implement the Interim Period Measures. The Corporation cannot guarantee that it will continue to operate in the Ordinary Course during the interim period or that it will be able to maintain intact its current business organization, goodwill, assets and properties or successfully implement the Interim Period Measures. The Arrangement Agreement also restricts the Corporation from taking certain specified actions during the interim period without the consent of the Purchaser until the Arrangement is completed. Such restrictions may prevent the Corporation from pursuing attractive business opportunities that may arise prior to the completion of the Arrangement. See “The Arrangement Agreement – Covenants – Conduct of Business of Torstar”.

Occurrence of a Material Adverse Effect

The completion of the Arrangement is subject to the condition that, among other things, at the time of closing, no Material Adverse Effect shall have occurred since the date of the Arrangement Agreement and be continuing. Although a Material Adverse Effect excludes certain events, including events in some cases that are beyond the control of the Corporation, there can be no assurance that a Material Adverse Effect will not occur prior to the Effective Time. If such a Material Adverse Effect occurs and the Purchaser does not waive same, the Arrangement would not proceed. See “The Arrangement Agreement – Conditions to Closing”.

Uncertainty Surrounding the Arrangement

As the Arrangement is dependent upon satisfaction of a number of conditions precedent, its completion is uncertain. In response to this uncertainty, the attention of the Corporation’s management could be diverted from the day-to-day operations of the business and clients, advertisers, employees, suppliers or partners may delay or defer decisions concerning the Corporation or may seek to modify or terminate their business relationship with the Corporation. Any delay or deferral of those decisions or modification or termination of business relationships by clients, advertisers, employees, suppliers or partners could adversely affect the business and operations of the Corporation, regardless of whether the Arrangement is ultimately completed. Similarly, uncertainty may adversely affect the Corporation’s ability to attract or retain key personnel. In the event the Arrangement Agreement is terminated, the Corporation’s relationships with clients, advertisers, employees, suppliers or partners and other stakeholders may be adversely affected. Changes in such relationships could adversely affect the business and operations of the Corporation.

Level of Shareholder Approval Required

Pursuant to MI 61-101, as the Arrangement will constitute a “business combination”, the Arrangement Resolution will require the affirmative vote of: (a) at least two thirds of the votes cast by the holders of Class A Shares and Class B Shares (voting together as a single class) present virtually or represented by proxy and entitled to vote at the Meeting; and (b) a simple majority of the votes cast by the holders of Class A Shares and Class B Shares (each voting as a separate class) present virtually or represented by proxy and entitled to vote at the Meeting, other than by those Shareholders required to be excluded pursuant to Section

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8.1(2) of MI 61-101. If such Shareholder approval is not obtained, the Arrangement will not be completed. See “The Arrangement – Certain Legal and Regulatory Matters – Securities Law Matters”.

The Financing May Not be Available

Although the Arrangement Agreement does not contain a financing condition, there is a risk that the Financing may cease to be available and replacement financing may not be available on terms that are acceptable to the Purchaser or at all. Since the Purchaser is a special purpose entity with limited assets, if the Financing ceases to be available and replacement financing is not available on terms that are acceptable to the Purchaser or at all, the Corporation expects that the Purchaser may be unable to fund the Consideration required to complete the Arrangement. If the Corporation terminates the Arrangement Agreement due to the failure of the Purchaser to fund the Consideration, the Purchaser will be obligated to pay the Reverse Termination Fee of $3.5 million and the Arrangement will not proceed. See “The Arrangement Agreement – Termination Fees” for more information on the Reverse Termination Fee.

Fees, Costs and Expenses of the Arrangement not Recoverable

Subject to certain exceptions provided for in the Arrangement Agreement, if the Arrangement is not completed, the Corporation will not receive any reimbursement for most or all of the fees, costs and expenses incurred in connection with the Arrangement. Such fees, costs and expenses include, without limitation, legal fees, financial advisor fees, depositary fees and printing and mailing costs, which will be payable whether or not the Arrangement is completed and may cause harm to the financial condition of the Corporation. In addition, (a) if the Arrangement Agreement is terminated by the Purchaser, as a result of a wilful breach by the Corporation, the Corporation will be required to reimburse the Purchaser for all reasonable documented out-of-pocket expenses, costs and fees of the Purchaser and its affiliates owed to third parties incurred in connection with the transactions contemplated by the Arrangement Agreement and related financings, in an amount not to exceed $500,000, and (b) if the Corporation Termination Fee becomes payable (as described under the heading “The Arrangement Agreement – Termination Fees”) the Corporation will be required to reimburse the Purchaser for up to $1,500,000 in respect of all reasonable documented out-of-pocket expenses, costs and fees of the Purchaser and its affiliates owed to third parties.

Market Price of the Class B Shares

If, for any reason, the Arrangement is not completed or its completion is materially delayed and/or the Arrangement Agreement is terminated, the market price of the Class B Shares may be materially adversely affected. See “Information Regarding the Corporation – Trading in Shares”.

No Continued Benefit of Share Ownership

The Arrangement will result in the Corporation no longer existing as a publicly-traded Canadian company and as such, Shareholders will be unable to participate in the longer term potential benefits of the business of the Corporation, including any benefits that may result from any improvement in the Corporation’s financial results. Accordingly, Shareholders will not benefit from any appreciation in the value of, or dividends on, their Shares after the completion of the Arrangement.

Directors and senior officers of the Corporation may have interests in the Arrangement that are different from those of Shareholders

In considering the recommendation of the Board to vote FOR the Arrangement Resolution, Shareholders should be aware that directors and officers of Torstar have interests in connection with the Arrangement as

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described herein that may be in addition to, or separate from, those of Shareholders generally in connection with the Arrangement. See “Interests of Certain Persons in Matters to be Acted Upon”.

Income Tax Consequences

The Arrangement Agreement results in certain income tax consequences to the Shareholders. See “Certain Canadian Federal Income Tax Considerations”.

Risks Relating to the Corporation

If the Arrangement is not completed, the Corporation will continue to face the risks that it currently faces with respect to its affairs, business and operations and future prospects. Such risk factors are set forth and described in the “Risk Factors” section of the Corporation’s Annual Information Form dated March 20, 2020 and in the “Risks and Uncertainties” section of the Corporation’s Management’s Discussion and Analysis for the year ended December 31, 2020 and for the three months ended March 31, 2020, each of which is available on the Corporation’s SEDAR profile at www.sedar.com and which sections are incorporated by reference herein. A copy of such documents will be sent to any Shareholder without charge upon written request to the Corporation’s head office at 1 Yonge Street, Toronto, Ontario M5E 1E6, Attention: Marie E. Beyette, Senior Vice President, General Counsel & Corporate Secretary.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following summary describes the principal Canadian federal income tax considerations in respect of the Arrangement generally applicable to a Beneficial Shareholder who, for purposes of the Tax Act, and at all relevant times, is resident or deemed to be resident in Canada, deals at arm’s length with each of Torstar and the Purchaser and is not affiliated with Torstar or the Purchaser, holds its Shares as capital property, and disposes of such Shares under the Arrangement (a “Holder”). Shares will generally be considered to be capital property to a Holder unless the Holder holds such Shares in the course of carrying on a business or the Holder acquired such Shares in a transaction or transactions considered to be an adventure or concern in the nature of trade. Certain Canadian Holders whose Shares might not otherwise be considered capital property may, in certain circumstances, make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have the Shares (and all other “Canadian securities” as defined in the Tax Act) owned by such Holder in the taxation year in which the election is made, and in all subsequent taxation years, deemed to be capital property. Holders should consult with their own tax advisors if they contemplate making such an election.

This summary is based on the current provisions of the Tax Act and the administrative policies and assessing practices of the CRA made publicly available in writing prior to the date hereof. This summary also takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and assumes that all Tax Proposals will be enacted in the form proposed. However, there can be no assurance that the Tax Proposals will be enacted in their current form, or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Tax Proposals, does not take into account or anticipate any changes in Law or administrative practice or assessing policies, whether by legislative, regulatory, administrative or judicial decision or action, nor does it take into account or consider other federal or any provincial, territorial or foreign tax considerations, which may differ significantly from the Canadian federal income tax considerations described herein.

This summary is not applicable to: (a) a Holder that is a “financial institution” (for the purposes of the “mark-to-market” rules) or a “specified financial institution”, each as defined in the Tax Act; (b) a Holder an interest in which would be a “tax shelter investment” within the meaning of the Tax Act; (c) a Holder

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whose “functional currency” for the purposes of the Tax Act is the currency of a country other than Canada; (d) a Holder that has entered or will enter into a “derivative forward agreement”, as defined in the Tax Act, with respect to the Shares; or (e) a Holder that acquired Shares pursuant to any equity-based employment compensation plan.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. This summary is not exhaustive of all Canadian federal income tax considerations. Consequently, Shareholders are urged to consult their own tax advisors for advice regarding the income tax consequences to them of disposing of their Shares under the Arrangement, having regard to their own particular circumstances, and any other consequences to them of such transactions under Canadian federal, provincial, local and foreign tax Laws.

Disposition of Shares under the Arrangement

Generally, a Holder who disposes of Shares under the Arrangement will realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition to the Holder exceed (or are less than) the aggregate of the adjusted cost base to the Holder of such Shares and any reasonable costs of disposition. The taxation of capital gains and capital losses is discussed below under the heading “Capital Gains and Capital Losses”.

Dissenting Holders of Shares

A Holder who dissents from the Arrangement (a “Dissenting Holder”), will be deemed to have transferred such Dissenting Holder’s Shares to the Purchaser, and will be entitled to receive a payment from the Purchaser of an amount equal to the fair value of the Dissenting Holder’s Shares.

A Dissenting Holder who exercises the right of dissent in respect of the Arrangement and is entitled to be paid the fair value of their Shares by the Purchaser will realize a capital gain (or capital loss) to the extent that such payment (other than any portion thereof that is interest awarded by a court) exceeds (or is less than) the aggregate of the adjusted cost base of the Shares to the Dissenting Holder and reasonable costs of the disposition. See “Capital Gains and Capital Losses”. A Dissenting Holder will be required to include in computing its income any interest awarded by a court in connection with the Arrangement.

Holders who intend to dissent from the Arrangement are urged to consult their own tax advisors.

Capital Gains and Capital Losses

Generally, a Holder is required to include in computing its income for a taxation year one-half of the amount of any capital gain (a “taxable capital gain”) realized in such taxation year. Subject to and in accordance with the provisions of the Tax Act, a Holder is required to deduct one-half of the amount of any capital loss (an “allowable capital loss”) realized in a taxation year from taxable capital gains realized by the Holder in the year. Allowable capital losses in excess of taxable capital gains may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years to the extent and in the circumstances described in the Tax Act.

In the case of a Holder that is a corporation, trust or partnership, the amount of any capital loss otherwise resulting from the disposition of Shares may be reduced by the amount of dividends previously received or deemed to be received to the extent and under the circumstances prescribed in the Tax Act. Similar rules apply where the Shares are owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Such Holders should consult their own tax advisors in this regard.

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Capital gains realized by individuals and certain trusts may give rise to a liability for alternative minimum tax under the Tax Act.

Additional Refundable Tax

A Holder, including a Dissenting Holder, that is throughout the year a “Canadian-controlled private corporation”, as defined in the Tax Act may be liable to pay an additional refundable tax on its “aggregate investment income”, as defined in the Tax Act, including amounts in respect of taxable capital gains and interest.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

See “The Arrangement – Certain Legal and Regulatory Matters – Securities Law Matters” and “Information Regarding the Corporation – Ownership of Shares” for information concerning benefits to be received by the directors and certain senior officers of the Corporation upon completion of the Arrangement.

INTERESTS OF EXPERTS

Certain legal matters in connection with the Arrangement will be passed upon by Blakes, on behalf of the Corporation. As at the date of this Circular, partners and associates of Blakes, as a group, beneficially owned, directly or indirectly, less than 1% of the outstanding Shares of the Corporation, its associates or its affiliates and no interests in property of any of the Corporation, its associates or its affiliates.

Blair Franklin acted as financial advisor to the Special Committee and the Board. As at the date of this Circular, the designated professionals of Blair Franklin beneficially own, directly or indirectly, less than 1% of the Shares of the Corporation, its associates or its affiliates and no interests in property of any of the Corporation, its associates or its affiliates.

Marckenz Capital acted as financial advisor to the Special Committee and the Board. As at the date of this Circular, the designated professionals of Marckenz Capital beneficially own, directly or indirectly, less than 1% of the Shares of the Corporation, its associates or its affiliates and no interests in property of any of the Corporation, its associates or its affiliates.

OTHER BUSINESS

Management is not aware of any matter intended to come before the Meeting other than those items of business set forth in this Circular. If any other matters properly come before the Meeting and may properly be considered and acted upon, proxies will be voted by those named in the applicable form of proxy or voting instruction form in their sole discretion, including with respect to any amendments or variations of the matters identified in this Circular.

ADDITIONAL INFORMATION

If you have any questions that are not answered by this Circular, or would like additional information, you should contact your professional advisors. If you require assistance in completing your form of proxy or Letter of Transmittal, you can contact AST Trust Company (Canada), by telephone at 416-682-3860 or (toll free in North America) at 1-800-387-0825.

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Additional financial information is provided in Torstar’s financial statements and management’s discussion and analysis of the Corporation’s financial condition and results of operations for the year ended December 31, 2019 and for the interim period ended March 31, 2020. Such information, in addition to the Corporation’s Annual Information Form dated March 20, 2020 and the Corporation’s annual meeting information circular dated March 9, 2020, is available under the Corporation’s profile on SEDAR at www.sedar.com and on the Corporation’s website at www.torstar.com. Copies of the Corporation’s filings, including its most recent financial statements, management discussion and analysis, and Annual Information Form, will be sent to any Shareholder without charge upon written request to the Corporation’s head office at 1 Yonge Street, Toronto, Ontario, M5E 1E6, Attention: Marie E. Beyette, Senior Vice President, General Counsel & Corporate Secretary.

APPROVAL BY DIRECTORS

The content and the sending of the Notice of Meeting and this Circular to each director, to each Shareholder entitled to notice of the Meeting and to the auditors of the Corporation, have been approved by the Board of Directors of the Corporation.

Dated at Toronto, Ontario this 18th day of June, 2020.

By order of the Board of Directors,


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CONSENT OF BLAIR FRANKLIN CAPITAL PARTNERS INC.

We refer to the fairness opinion of our firm dated May 26, 2020 (the “Fairness Opinion”) forming part of the management information circular dated June 18, 2020 (the “Circular”) of Torstar Corporation (“Torstar”) which we prepared for the Special Committee and the Board of Directors of Torstar in connection with the Arrangement (as defined in the Circular). We hereby consent to the filing of the text of the Fairness Opinion with the securities regulatory authorities in the provinces of Canada and the inclusion of the Fairness Opinion, and all references thereto, in the Circular.

___________________________________________ BLAIR FRANKLIN CAPITAL PARTNERS INC.

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CONSENT OF MARCKENZ GROUP LIMITED

We refer to the fairness opinion of our firm dated May 26, 2020 (the “Fairness Opinion”) forming part of the management information circular dated June 18, 2020 (the “Circular”) of Torstar Corporation (“Torstar”) which we prepared for the Special Committee and the Board of Directors of Torstar in connection with the Arrangement (as defined in the Circular). We hereby consent to the filing of the text of the Fairness Opinion with the securities regulatory authorities in the provinces of Canada and the inclusion of the Fairness Opinion, and all references thereto, in the Circular.

______________________________ MARCKENZ GROUP LIMITED

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APPENDIX A ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

(1) The arrangement (the “Arrangement”) under Section 182 of the Business Corporations Act(Ontario) (the “OBCA”) of Torstar Corporation (the “Corporation”), as more particularly described and set forth in the management information circular of the Corporation (the “Circular”) dated June 18, 2020 accompanying the notice of this meeting, and as the Arrangement may be amended, modified or supplemented in accordance with the arrangement agreement dated May 26, 2020 between NordStar Capital LP (the “Purchaser”), by its general partner, NordStar Capital Inc., and the Corporation (as it may from time to time be amended, modified or supplemented, the “Arrangement Agreement”), is hereby authorized, approved and adopted.

(2) The plan of arrangement of the Corporation (as it may be amended, modified or supplemented in accordance with its terms and the terms of the Arrangement Agreement, the “Plan of Arrangement”), the full text of which is set out in Appendix B to the Circular, is hereby authorized, approved and adopted.

(3) The Arrangement Agreement and related transactions, the actions of the directors of the Corporation in approving the Arrangement Agreement, the actions of the directors and officers of the Corporation in executing and delivering the Arrangement Agreement and any amendments, modifications or supplements thereto, are hereby ratified and approved.

(4) The Corporation is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (Commercial List) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement.

(5) Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Corporation or that the Arrangement has been approved by the Ontario Superior Court of Justice (Commercial List), the directors of the Corporation are hereby authorized and empowered to, without notice to or approval of the shareholders of the Corporation, (a) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted thereby and (b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.

(6) Any officer or director of the Corporation is hereby authorized and directed, for and on behalf of the Corporation, to execute and deliver for filing with the Director under the OBCA articles of arrangement and such other documents as may be necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.

(7) Any officer or director of the Corporation is hereby authorized and directed, for and on behalf of the Corporation, to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.

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APPENDIX B PLAN OF ARRANGEMENT

UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

ARTICLE 1 INTERPRETATION

1.1 Definitions

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings ascribed thereto in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

“Arrangement” means an arrangement under Section 182(1) of the OBCA in accordance with the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement or Section 5.1 of this Plan of Arrangement and the Interim Order (once issued) or made at the direction of the Court in the Final Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

“Arrangement Agreement” means the arrangement agreement dated as of May 26, 2020 between the Purchaser and the Corporation, as same may be amended, modified or supplemented from time to time in accordance therewith, prior to the Effective Time, providing for, among other things, the Arrangement.

“Arrangement Resolution” means the special resolution of the Shareholders approving this Plan of Arrangement to be considered at the Meeting, substantially in the form of Schedule B attached to the Arrangement Agreement.

“Articles of Arrangement” means the articles of arrangement of the Corporation in respect of the Arrangement, required by the OBCA to be sent to the Director after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in form and content satisfactory to the Corporation and the Purchaser, each acting reasonably.

“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which major banks are generally closed for business in Toronto, Ontario.

“Certificate of Arrangement” means the certificate of arrangement giving effect to the Arrangement to be issued by the Director pursuant to subsection 183(2) of the OBCA in respect of the Articles of Arrangement.

“Class A Shares” means the Class A shares in the capital of the Corporation.

“Class B Shares” means the Class B non-voting shares in the capital of the Corporation.

“Consideration” means $0.63 in cash per Share.

“Corporation” means Torstar Corporation, a corporation incorporated under the Laws of the Province of Ontario.

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“Court” means the Ontario Superior Court of Justice (Commercial List).

“Depositary” means AST Trust Company (Canada), in its capacity as depositary for the Arrangement, or such other Person as the Corporation and the Purchaser agree to engage as depositary for the Arrangement.

“Director” means the Director appointed pursuant to Section 278 of the OBCA.

“Director DSU” means a DSU issued under the Director DSU Plan.

“Director DSU Holders” means the holders of Director DSUs.

“Director DSU Plan” means the directors’ deferred share unit plan of the Corporation effective as of January 1, 2003, as amended from time to time.

“Dissent Rights” has the meaning specified in Section 3.1.

“Dissenting Holder” means a registered holder of Shares who has properly exercised its Dissent Rights in accordance with Section 3.1 and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Right and who is ultimately determined to be entitled to be paid the fair value of its Shares.

“DSU” means a deferred share unit issued under either of the DSU Plans.

“DSU Holders” means the holders of DSUs.

“DSU Plans” means the Director DSU Plan and the Executive DSU Plan.

“Effective Date” means the date shown on the Certificate of Arrangement, giving effect to the Arrangement.

“Effective Time” means 12:05 a.m. (Toronto time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

“Executive DSU” means a DSU issued under the Executive DSU Plan.

“Executive DSU Holders” means the holders of Executive DSUs.

“Executive DSU Plan” means the optional executives’ deferred share unit plan of the Corporation effective as of January 1, 2003, as amended from time to time.

“Final Order” means the final order of the Court approving the Arrangement pursuant to section 182(5) of the OBCA, as such order may be amended by the Court (with the written consent of both the Corporation and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Corporation and the Purchaser, each acting reasonably) on appeal.

“Governmental Entity” means (a) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign; (b) any subdivision, agent or authority of any of the foregoing; (c) any quasi governmental or private body including any tribunal, commission, regulatory agency or self regulatory organization exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) any Securities Authority or stock exchange, including the Toronto Stock Exchange.

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“Interim Order” means the interim order of the Court pursuant to section 182(5) of the OBCA in a form acceptable to the Corporation and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended by the Court with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

“Law” means all federal, national, multinational, provincial, state, municipal, regional and local laws (statutory, common or otherwise), constitutions, treaties, conventions, by laws, statutes, rules, regulations, principles of law and equity, orders, rulings, certificates, ordinances, judgments, injunctions, determinations, awards, decrees, legally binding codes or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Entity or self regulatory authority (including the Toronto Stock Exchange), and the term “applicable” with respect to such Laws and in a context that refers to one or more Persons, means such Laws as are binding upon or applicable to such Person or its assets.

“Letter of Transmittal” means the letter of transmittal to be sent by the Corporation to Shareholders in connection with the Arrangement.

“Lien” means any mortgage, charge, pledge, hypothec, security interest, prior claim, encroachment, option, right of first refusal or first offer, occupancy right, covenant, assignment, lien (statutory or otherwise), defect of title, or restriction or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute.

“Meeting” means the special meeting of Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Circular and agreed to in writing by the Purchaser in accordance with the Arrangement Agreement.

“OBCA” means the Business Corporations Act (Ontario).

“Option” means an outstanding option to purchase Class B Shares issued pursuant to the Share Option Plan.

“Optionholders” means holders of Options.

“OSC” means the Ontario Securities Commission.

“Parties” means the Corporation and the Purchaser.

“Person” includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

“Plan of Arrangement” means this plan of arrangement proposed under Section 182 of the OBCA, and any amendments or variations made in accordance with Section 8.1 of the Arrangement Agreement or Section 5.1 of this plan of arrangement and the Interim Order (once issued) or made at the direction of the Court in the Final Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

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“Purchaser” means NordStar Capital LP, a limited partnership formed under the Laws of the Province of Manitoba.

“RSU” means a restricted share unit, equivalent in value to the price of a Class B Share, issued under the RSU Plan.

“RSU Holders” means the holders of RSUs.

“RSU Plan” means the restricted share unit plan of the Corporation adopted on January 1, 2006, as amended from time to time.

“Securities Authority” means the OSC and any other applicable securities commission or securities regulatory authority of a province or territory of Canada.

“Share Option Plan” means the share option plan of the Corporation adopted on April 25, 1995, as amended from time to time.

“Shareholders” means the registered or beneficial holders of the Shares, as the context requires.

“Shares” means, collectively, the Class A Shares and the Class B Shares.

“Tax Act” means the Income Tax Act (Canada) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time.

1.2 Certain Rules of Interpretation

In this Agreement, unless otherwise specified:

(a) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement.

(b) Currency. All references to dollars or to $ are references to Canadian dollars.

(c) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.

(d) Certain Phrases, etc. Wherever the word "including," "includes" or "include" is used in this Plan of Arrangement, it shall be deemed to be followed by the words "without limitation." the word "or" shall be disjunctive but not exclusive. The phrase "the aggregate of," "the total of," "the sum of" or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of." References herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity.

(e) Statutes. Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re- enacted, unless stated otherwise.

(f) Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is

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required or permitted to be taken under this Plan of Arrangement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.

(g) Time References. References to time are to local time, Toronto, Ontario.

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to and subject to the provisions of the Arrangement Agreement.

2.2 Binding Effect

This Plan of Arrangement and the Arrangement will become effective at, and be binding at and after, the times referred to in Section 2.3 on: (a) the Corporation, (b) the Purchaser, (c) all Shareholders (including Dissenting Holders), (d) all Optionholders, RSU Holders and DSU Holders or participants in the Share Option Plan, RSU Plan or DSU Plans, (e) the Depositary, and (f) all other Persons, in each case without any further act or formality required on the part of any Person.

2.3 Arrangement

Commencing at the Effective Time each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time:

(a) each of the Shares held by Dissenting Holders in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality, by or on behalf of the Dissenting Holders, to the Purchaser in consideration for a claim against the Purchaser for the amount determined under Article 3, and:

(i) such Dissenting Holders shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid fair value by the Purchaser for such Shares as set out in Section 3.1;

(ii) such Dissenting Holders’ names shall be removed as the holders of such Shares from the registers of Class A Shares or Class B Shares, as applicable, maintained by or on behalf of the Corporation; and

(iii) the Purchaser shall be deemed to be the transferee of such Shares (free and clear of all Liens), and shall be entered in the register of Class A Shares or Class B Shares, as applicable, maintained by or on behalf of the Corporation;

(b) each Share outstanding immediately prior to the Effective Time, other than Shares held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised and Shares held by the Purchaser shall, without any further action by or on behalf of a Shareholder, be purchased by the Purchaser in exchange for the Consideration, and:

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(i) the holders of such Shares shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid the Consideration by the Purchaser in accordance with this Plan of Arrangement; and

(ii) such holders’ names shall be removed from the register of the Class A Shares or Class B Shares, as applicable, maintained by or on behalf of the Corporation.

(c) notwithstanding the terms of the Share Option Plan or any applicable award agreements in relation thereto, each Option whether vested or unvested, that has not, prior to the Effective Time, been exercised or surrendered in accordance with its terms shall, without any further action or formality on behalf of the holder thereof and the Corporation and without any payment by such Optionholder, be deemed to be transferred to the Corporation as follows:

(i) in respect of each Option outstanding at the Effective Time whether vested or unvested, that has an exercise price that is less than the Consideration, the applicable Option shall be deemed to be surrendered to the Corporation in exchange for an amount, subject to Section 4.3, equal to the amount by which the Consideration exceeds the exercise price thereof, payable in cash to the Optionholder in full satisfaction of the Corporation’s obligations under such surrendered Option; and

(ii) in respect of each Option outstanding at the Effective Time whether vested or unvested, that has an exercise price that is equal to or greater than the Consideration, the applicable Option shall be deemed to be surrendered to the Corporation for no consideration, and none of the Corporation or the Purchaser shall be obligated to pay any amount in respect of such Option,

whereupon all Options shall be, and shall be deemed to be, cancelled by the Corporation, all obligations in respect of the Options shall be deemed to be fully satisfied, and the holders thereof shall cease to have any rights in respect thereof other than the right to receive the consideration contemplated under this Plan of Arrangement;

(d) each DSU outstanding immediately prior to the Effective Time, notwithstanding the terms of the DSU Plans, shall, without any further action by or on behalf of a DSU Holder, be deemed to be assigned and transferred by such holder to the Corporation in exchange for a cash payment from the Corporation equal to the Consideration, subject to Section 4.3, and each such DSU shall immediately be cancelled and (i) the DSU Holders shall cease to be the holders thereof, and to have any rights as DSU Holders other than the right to receive the consideration to which they are entitled under Section 2.3(d) of this Plan of Arrangement; (ii) such holders’ names shall be removed from the register of the DSUs maintained by or on behalf of the Corporation; and (iii) the DSU Plans and all agreements relating to the DSUs shall be terminated and shall be of no further force and effect; and

(e) each RSU outstanding immediately prior to the Effective Time, notwithstanding the terms of the RSU Plan, shall, without any further action by or on behalf of a of RSU Holder, be deemed to be assigned and transferred by such holder to the Corporation in exchange for a cash payment from the Corporation equal to the Consideration, subject to Section 4.3, and each such RSU shall immediately be cancelled and (i) the RSU Holders shall cease to be the holders thereof, and to have any rights as RSU Holders other than the right to receive the consideration to which they are entitled under Section 2.3(e) of this Plan of Arrangement; (ii) such holders’ names shall be removed from the register of the RSUs

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maintained by or on behalf of the Corporation; and (iii) the RSU Plan and all agreements relating to the RSUs shall be terminated and shall be of no further force and effect.

ARTICLE 3 RIGHTS OF DISSENT

3.1 Rights of Dissent

Each registered holder of Class A Shares and Class B Shares may exercise dissent rights with respect to any Class A Shares or Class B Shares held by such holder (the Dissent Rights) in connection with the Arrangement pursuant to and in the manner set forth in Section 185 of the OBCA, as modified by the Interim Order and this Section 3.1, provided that, notwithstanding subsection 185(6) of the OBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6) of the OBCA must be received by the Corporation not later than 5:00 p.m. (Toronto time) on the date that is two (2) Business Days immediately preceding the date of the Meeting (as it may be adjourned or postponed from time to time). Each Dissenting Holder that duly exercises such holder’s Dissent Rights shall be deemed to have transferred the Class A Shares and Class B Shares held by such holder and, in respect of which Dissent Rights have been validly exercised, to the Purchaser free and clear of all Liens (other than the right to be paid fair value for such Class A Shares or Class B Shares, as the case may be, as set out in this Section 3.1), as provided in Section 2.3(a) and if they:

(a) ultimately are entitled to be paid fair value for such Class A Shares or Class B Shares, as the case may be: (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3(a)); (ii) will be entitled to be paid the fair value of such Class A Shares or Class B Shares, as the case may be, by the Purchaser, which fair value, notwithstanding anything to the contrary contained in Part XIV of the OBCA, shall be determined as of the close of business on the Business Day before the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holder not exercised their Dissent Rights in respect of such Class A Shares or Class B Shares, as the case may be; or

(b) ultimately are not entitled, for any reason, to be paid fair value for such Class A Shares or Class B Shares, as the case may be, shall be deemed to have participated in the Arrangement on the same basis as a Shareholder that is not a Dissenting Holder and shall be entitled to receive only the Consideration contemplated by Section 2.3(a) hereof that such Dissenting Holder would have received pursuant to the Arrangement if such Dissenting Holder had not exercised its Dissent Rights.

3.2 Recognition of Dissenting Holders

(a) In no circumstances shall the Purchaser, the Corporation or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Class A Shares or Class B Shares in respect of which such rights are sought to be exercised.

(b) For greater certainty, in no case shall the Purchaser, the Corporation or any other Person be required to recognize Dissenting Holders as holders of Class A Shares or Class B Shares, as the case may be, in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 2.3(a), and the names of such Dissenting Holders shall be removed from the applicable registers of holders of Class A Shares and

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Class B Shares, as applicable, in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 2.3(a) occurs.

(c) In addition to any other restrictions under Section 185 of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Optionholders; (ii) RSU Holders, (iii) DSU Holders; and (iv) holders of Class A Shares or Class B Shares who vote or have instructed a proxyholder to vote such Class A Shares or Class B Shares in favour of the Arrangement Resolution.

ARTICLE 4 CERTIFICATES AND PAYMENTS

4.1 Payment and Delivery of Consideration

(a) Prior to the sending by the Corporation of the Articles of Arrangement to the Director the Purchaser shall deposit, or arrange to be deposited, for the benefit of the Shareholders, cash with the Depositary in the aggregate amount (after taking into account the amount of funds held by the Depositary under the Escrow Agreement) equal to the payments in respect of Shares required by Section 2.3(b) of this Plan of Arrangement.

(b) Following the deposit with the Depositary of the amounts specified in Section 4.1(a), the Purchaser will be fully and completely discharged from its obligation to pay the Consideration to the Shareholders (other than in respect of the right of Dissenting Holders to be paid fair value for the Shares in respect of which Dissent Rights have been validly exercised), and the rights of such holders will be limited to receiving, from the Depositary, the Consideration to which they are entitled in accordance with this Plan of Arrangement.

(c) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Shares that were transferred pursuant to Section 2.3(a), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Shareholder(s) represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the cash which such holder has the right to receive under this Plan of Arrangement for such Shares, less any amounts withheld pursuant to Section 4.3, and any certificate representing Shares so surrendered shall forthwith be cancelled.

(d) On or as soon as practicable after the Effective Date, the Corporation shall deliver to each Optionholder, DSU Holder and RSU Holder, as reflected on the register maintained by or on behalf of the Corporation in respect of Options, DSUs and RSUs, or to such other Person as such holder may direct, the cash payment, if any, which such Optionholder, DSU Holder and RSU Holder has the right to receive under this Plan of Arrangement for such Options, DSUs and RSUs, less any amount withheld pursuant to Section 4.3, either (i) pursuant to the normal payroll practices and procedures of the Corporation; or (ii) by cheque.

(e) Until surrendered as contemplated by this Section 4.1, each certificate that immediately prior to the Effective Time represented Shares (other than Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Effective Time to represent only the right to receive upon such surrender a cash payment in lieu of such certificate as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.3. Any such certificate formerly representing Shares not duly

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surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former Shareholder of any kind or nature against or in the Corporation or the Purchaser. On such date, all cash to which such former holder of Shares was entitled shall be deemed to have been surrendered to the Corporation, and shall be paid over by the Depositary to the Corporation or as directed by the Corporation.

(f) Any payment made by way of cheque by the Depositary or the Corporation, as applicable, pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable Consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Corporation for no consideration.

(g) No holder of Shares, Options, RSUs or DSUs shall be entitled to receive any consideration with respect to such Shares, Options, RSUs or DSUs other than any cash payment to which such holder is entitled to receive in accordance with this Section 4.1 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith, other than any declared but unpaid dividends with a record date prior to or on the Effective Date.

4.2 Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Shares that were transferred pursuant to Section 2.3 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration that such Shareholder has the right to receive in accordance with Section 2.3 and such Shareholder’s Letter of Transmittal. When authorizing such exchange for any lost, stolen or destroyed certificate, the Person to whom such Consideration is to be delivered shall, as a condition precedent to the delivery of such Consideration, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser may direct (acting reasonably), or otherwise indemnify the Purchaser and the Corporation in a manner satisfactory to the Purchaser (acting reasonably) against any claim that may be made against the Purchaser and the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

4.3 Withholding Rights

Each of the Purchaser, the Corporation, the Depositary and any other Person that makes a payment shall be entitled to deduct and withhold from the amount payable to any Person under the Plan of Arrangement (including, without limitation, any amounts payable pursuant to Section 3.1 and any amounts payable to Optionholders, DSU Holders and/or RSU Holders), such amount as the Purchaser, the Corporation or the Depositary deems, acting reasonably, is required to be deducted or withheld pursuant to the Tax Act or any provision of any applicable Law and remit such deducted and withheld amount to the appropriate Governmental Entity. To the extent that the amount is so properly deducted, withheld and remitted, such amount shall be treated for all purposes of this Plan of Arrangement as having been paid to the relevant recipient, provided that such amounts are actually remitted to the appropriate Governmental Entity.

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4.4 Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

4.5 Paramountcy

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all of the securities of the Corporation issued or outstanding prior to the Effective Time, (b) the rights and obligations of such securityholders, the Corporation, the Purchaser, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any securities of the Corporation are deemed to have been settled, compromised, released and determined without liability except as set forth herein.

ARTICLE 5 AMENDMENTS

5.1 Amendments to Plan of Arrangement

(a) The Corporation and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must (i) be set out in writing, (ii) be approved by the Purchaser and the Corporation (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to the Shareholders if and as required by the Court.

(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Corporation or the Purchaser at any time prior to the Meeting (provided that the Purchaser or the Corporation (subject to the Arrangement Agreement), as applicable, shall have consented thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting shall be effective only if (i) it is consented to in writing by each of the Corporation and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Shareholders voting in the manner directed by the Court.

(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Shareholder, RSU Holder or DSU Holder.

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ARTICLE 6 FURTHER ASSURANCES

6.1 Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order further to document or evidence any of the transactions or events set out in this Plan of Arrangement.

APPENDIX C BLAIR FRANKLIN FAIRNESS OPINION

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Blair Franklin Capital Partners Inc.

Bay Adelaide Centre, Suite 2430, 22 Adelaide Street West, Toronto, Ontario M5H 4E3 T. 416.368.1211 www.blairfranklin.com

May 26, 2020

The Board of Directors and

The Special Committee of the Board of Directors

TORSTAR CORPORATION

One Yonge Street

Toronto, Ontario

M5E 1E6

To the Board of Directors and the Special Committee of the Board of Directors:

Blair Franklin Capital Partners Inc. (“Blair Franklin”) understands that Torstar Corporation

(“Torstar” or the “Corporation”) proposes to enter into a definitive arrangement agreement

with NordStar Capital LP (“NordStar” or the “Purchaser”) under which NordStar will

acquire 100% of the Corporation’s outstanding Class A voting (“Class A”) and Class B

non-voting (“Class B”) shares (collectively, the “Shares”) for $0.63 in cash per Share (the

“Consideration”) (the “Arrangement”).

We further understand that the trustees of the voting trust governed by the voting trust

agreement dated as of October 1, 1992 among the Corporation, National Trust Company

and the Shareholders party thereto, as amended from time to time (the “Voting Trust”),

which controls approximately 99% of the Class A Shares, propose to enter into a voting

support agreement (in respect of approximately 93.2% of the Shares subject to the Voting

Trust) pursuant to which the Voting Trust will agree to vote all of the Shares subject to

such agreement in favour of the Arrangement at a special meeting of the holders of the

Shares (the “Shareholders”), expected to be held in mid-July 2020, to approve the

Arrangement (the “Special Meeting”). Moreover, we understand that each of the

Corporation’s directors who are not also trustees of the Voting Trust and who hold Shares

propose to enter into voting support agreements pursuant to which each will agree to vote

in favour of the Arrangement at the Special Meeting. We also understand that Hamblin

Watsa Investment Counsel Ltd. (“HWIC”), a wholly-owned subsidiary of Fairfax Financial

Holdings Limited (“FFH”), proposes to enter into a voting support agreement pursuant to

which it will agree to vote all of the Class B Shares owned or controlled by FFH in favour

of the Arrangement at the Special Meeting. FFH currently owns and controls, directly and

in the investment portfolios of its insurance subsidiaries, 28,876,337 Class B Shares,

representing approximately 40.3% of the outstanding Class B Shares.

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We understand that, in the aggregate, parties holding or controlling approximately 84.3%

and 57.6% of the Class A Shares and Class B Shares, respectively, and an aggregate of

approximately 60.8% of the total number of issued and outstanding Shares, will have

agreed to vote in favour of the Arrangement. We also understand that, in the event that the

Arrangement is terminated in accordance with its terms, the obligations under each of the

voting support agreements will automatically terminate.

A special committee (the “Special Committee”) of independent members of the board of

directors of the Corporation (the “Board”) has retained Blair Franklin, on a fixed fee basis,

to provide its opinion to the Board and to the Special Committee as to the fairness, from a

financial point of view, of the Consideration to be received by the Shareholders pursuant

to the Arrangement (the “Opinion”). Blair Franklin has not been asked to prepare, and has

not prepared, a formal valuation of Torstar and the Opinion should not be construed as

such.

Engagement of Blair Franklin

Blair Franklin was initially contacted with respect to a potential independent advisory

assignment on February 27, 2020. Blair Franklin was formally engaged by the Special

Committee pursuant to an engagement agreement effective April 27, 2020 (the

“Engagement Agreement”). Blair Franklin agreed to provide financial advice in connection

with the Arrangement including, among other things, the provision of the Opinion. The

Engagement Agreement provides for the payment to Blair Franklin of a fixed fee in respect

of the preparation and delivery of the Opinion. Blair Franklin’s fees are not contingent on

the completion of the Arrangement, or any other transaction of the Corporation or on the

conclusions reached herein. In addition, Blair Franklin is to be reimbursed for its

reasonable out-of-pocket expenses and is to be indemnified by the Corporation in certain

circumstances.

Relationship with Related Parties

Blair Franklin is not an insider, associate or affiliate (as such terms are defined in the

Securities Act (Ontario)) of Torstar, NordStar, or any of their respective associates or

affiliates (the “Interested Parties”). Blair Franklin has not provided any financial advisory

services or participated in any financing involving Torstar, NordStar, or any of their

respective associates or affiliates within the past twenty-four months, other than services

provided under the Engagement Agreement. There are no other understandings,

agreements, or commitments between Blair Franklin and any of the Interested Parties with

respect to any current or future business dealings which would be material to the Opinion.

Blair Franklin believes that it is “independent” (as such term is used in Part 6 of MI 61-

101) of all interested parties subject to the Arrangement and that it has disclosed to the

Special Committee all material facts known to it that could reasonably be considered to be

relevant to its independence status under Part 6 of MI 61-101.

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Credentials of Blair Franklin

Blair Franklin is an independent investment bank providing a full range of financial

advisory services related to mergers and acquisitions, divestitures, minority investments,

fairness opinions, valuations and financial restructurings. Blair Franklin has been a

financial advisor in a significant number of transactions throughout Canada and North

America involving public and private companies in various industry sectors and has

extensive experience in preparing fairness opinions in transactions similar to the

Arrangement.

The Opinion expressed herein is the opinion of Blair Franklin as a firm and the form and

content herein has been approved for release by a committee of our principals, each of

whom is experienced in mergers and acquisitions, divestitures, restructurings, minority

investments, capital markets, fairness opinions and valuation matters.

Scope of Review

In preparing the Opinion, Blair Franklin has reviewed and relied upon, among other things:

1. Blair Franklin interviews with management of Torstar (“Management”) including

President & CEO John Boynton and EVP & CFO Lorenzo DeMarchi;

2. Discussions with Marckenz Group Limited (“Marckenz”), a financial advisor to the

Corporation;

3. Discussions with the Special Committee, the Board and legal counsel to Torstar;

4. Certain financial information, analyses and forecasts prepared by Management and

management teams of Torstar’s portfolio companies;

5. Access to a confidential due diligence data site containing historical and forward-

looking non-public material relating to Torstar and its investments including

financial details, forecasts, information relating to the impact of COVID-19,

regional and segment information, corporate and tax information, contracts

(including shareholder agreements), human resource matters, legal matters and

third party reports;

6. Audited financial statements and related management’s discussion and analysis

(“MD&A”) of Torstar for the last three fiscal years ended December 31;

7. Unaudited quarterly reports and related MD&A of Torstar for the three, six and

nine-month periods ended March 31, June 30, and September 30, respectively for

the last three fiscal years and to the date hereof in 2020;

8. Certain non-public information related to real property holdings of Torstar;

9. The Management Information Circular and Annual Information Form of Torstar,

dated March 9, 2020, and March 20, 2020, respectively;

10. Press releases issued by Torstar for the last three fiscal years and to the date hereof

in 2020;

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11. Public information relating to the business, operations, financial performance and

share price trading history of Torstar and other selected public entities whose

businesses we believe to be relevant;

12. Shareholder and insider information published by SEDI;

13. Comparable trading multiples and comparable transaction multiples for selected

companies and transactions considered relevant;

14. Research reports based upon public information prepared by industry research

analysts;

15. Industry and financial market information;

16. The proposal letter provided by Jordan Bitove to Torstar dated March 18, 2020 and

executed March 27, 2020 (the “Proposal Letter”);

17. Successive drafts of the arrangement agreement to be entered into as part of

Arrangement;

18. Successive drafts of the form of support and voting agreement to be entered into by

certain Shareholders; and

19. Such other information, documentation, analyses and discussions that we

considered relevant in the circumstances.

Blair Franklin has conducted such analyses, investigations and testing of assumptions as

were considered by Blair Franklin to be appropriate in the circumstances for the purposes

of arriving at its opinion as to the fairness, from a financial point of view, of the

Consideration to be received by the Torstar shareholders pursuant to the Arrangement, but

has not otherwise independently verified any of the assumptions contained in the financial

information publicly disclosed by Torstar or provided by its representatives.

Prior Valuations

Senior officers of the Corporation have represented to Blair Franklin that, to the best of

their knowledge, after due inquiry, there have been no valuations or appraisals of the

Corporation or any material property of the Corporation or any of its subsidiaries made in

the preceding 24 months and in the possession or control of the Corporation other than

those which have been provided to Blair Franklin or, in the case of valuations known to

the Corporation which it does not have within its possession or control, notice of which has

been given to Blair Franklin.

Assumptions and Limitations

The Opinion is subject to the assumptions, explanations and limitations hereinbefore

described and as set forth below.

We have not been asked to prepare, and have not prepared, a formal valuation or appraisal

of the Corporation or any of its respective securities or assets and this Opinion should not

be construed as such. We have, however, conducted such analyses as we considered

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necessary in the circumstances. In addition, the Opinion is not, and should not be construed

as, advice as to the price at which the Shares may trade at any time. Blair Franklin was not

engaged to review any legal, tax or regulatory aspects of the Arrangement and the Opinion

does not address any such matters. We have relied upon, without independent verification,

the assessment by the Corporation and its legal advisors with respect to such matters. Blair

Franklin was not requested to solicit, and did not solicit, interest from other parties with

respect to any alternative transaction or arrangement.

With the Special Committee’s approval and as provided in the Engagement Agreement,

Blair Franklin has relied upon, without independent verification, the completeness,

accuracy and fair presentation in all material respects of all financial information and the

completeness and accuracy of the other information, data, advice, opinions and

representations obtained by it from public sources, Management and affiliates and advisors,

or otherwise (collectively, the “Information”). Blair Franklin has assumed that the

historical information included in the Information did not omit to state any material fact or

any fact necessary to be stated or necessary to make that Information not misleading in

light of the circumstances in which it was made. This Opinion is conditional upon the

completeness, accuracy and fair presentation of such Information. Subject to the exercise

of professional judgment and except as described herein, Blair Franklin has not attempted

to verify independently the completeness, accuracy or fair presentation of any of the

Information. With respect to the forecasts, projections or estimates provided to Blair

Franklin and used in the analysis supporting the Opinion, we have assumed that they have

been reasonably prepared on bases reflecting the best currently available estimates and

judgments of Management as to the matters covered thereby at the time of preparation and,

in rendering the Opinion, we express no view as to the reasonableness of such forecasts or

budgets or the assumptions on which they are based.

Senior officers of the Corporation have represented to Blair Franklin in a letter of

representation delivered as at the date hereof, among other things, that (i) the Information

provided orally by, or in writing by, the Corporation or any of its subsidiaries or its agents

to Blair Franklin relating to the Corporation or the Arrangement for the purpose of

preparing this Opinion was, at the date that the Information was provided to Blair Franklin,

and is, at the date hereof, complete, true and correct in all material respects and did not and

does not contain any untrue statement of a material fact in respect of the Corporation or the

Arrangement and did not and does not omit to state a material fact in respect of the

Corporation or the Arrangement necessary to make the Information not misleading in light

of the circumstances under which the Information was made or provided; and that (ii) since

those dates on which the Information was provided to Blair Franklin, except as was

disclosed in writing to Blair Franklin, or as publicly disclosed, there has been no material

change, financial or otherwise, in the financial condition, assets, liabilities (contingent or

otherwise), business, operations or prospects of the Corporation or its subsidiaries and no

material change has occurred in the Information or any part thereof which would have or

which would reasonably be expected to have a material effect on the Opinion.

Blair Franklin has made several assumptions in connection with its Opinion that it

considers reasonable, including that the conditions required to implement the Arrangement

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will be met. In preparing the Opinion, we have assumed that the executed agreements

regarding the Arrangement will not differ in any material respect from the forms that we

reviewed, and that the Arrangement will be consummated in accordance with the terms

and conditions of the most recent draft of the arrangement agreement provided to us

without waiver of, or amendment to, any term or condition that is in any way material to

our analyses.

The Opinion is rendered on the basis of the securities markets, economic, financial and

general business conditions prevailing as at the date hereof and the conditions, financial

and otherwise, of the Corporation and its affiliates, as they were reflected in the

Information and as they were represented to Blair Franklin in discussions with

Management. In its analyses and in preparing the Opinion, Blair Franklin made numerous

assumptions with respect to industry performance, general business and economic

conditions and other matters, including potential impacts of the COVID-19 pandemic,

many of which are beyond the control of Blair Franklin or any party involved in the

Arrangement.

The Opinion has been provided to the Board and the Special Committee for their exclusive

use only in considering the Arrangement and may not be used or relied upon by any other

person without the express prior written consent of Blair Franklin. The Opinion does not

constitute a recommendation as to how any shareholder of the Corporation should vote or

act on any matter relating to the Arrangement. Except for the inclusion of the Opinion in

its entirety and a summary thereof (in a form acceptable to Blair Franklin) in disclosure

documents and the filing of such disclosure documents and the Opinion on SEDAR and

the submission by the Corporation of the Opinion to any relevant court or regulatory

agency in connection with the approval of the Arrangement, the Opinion is not to be

disclosed, summarized or quoted from without the prior written consent of Blair Franklin.

Blair Franklin believes that its analyses must be considered as a whole and that selecting

portions of the analyses or the factors considered by us, without considering all factors and

analyses together, could create a misleading view of the process underlying the Opinion.

The preparation of a fairness opinion is a complex process and is not necessarily amenable

to partial analysis or summary description. Any attempt to do so could lead to undue

emphasis on any particular factor or analysis. This opinion letter should be read it its

entirety.

The Opinion is given as of the date hereof and Blair Franklin disclaims any undertaking or

obligation to advise any person of any change in any fact or matter affecting the Opinion

which may come or be brought to the attention of Blair Franklin after the date hereof.

Without limiting the foregoing, in the event that there is any material change in any fact or

matter affecting the Opinion after the date hereof, Blair Franklin reserves the right to

change, modify or withdraw the Opinion.

All amounts herein are expressed in Canadian dollars, unless otherwise stated.

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Overview of the Corporation

Torstar is a broadly based Canadian media company with a strong presence in Ontario. The

Corporation’s core newspaper business includes numerous publications across its Daily

News Brands (“Dailies”) and Community Brands (“Communities”) (collectively, “Core

News”). Torstar also owns a diverse portfolio of news media and digital assets.

The Dailies segment includes the Toronto Star and thestar.com, as well as The Hamilton

Spectator, Waterloo Region Record, St. Catharines Standard, Niagara Falls Review,

Welland Tribune, and the Peterborough Examiner.

The Communities segment includes more than 70 weekly community newspapers

including the Mississauga News, The Brampton Guardian and Niagara This Week,

numerous other specialty and monthly publications, magazines, directories, consumer

shows, and a number of digital properties, as well as a significant flyer distribution service

for advertisers.

Torstar’s investments outside of the Core News operations (collectively, the “Non-Core

News Assets”) include eyeReturn Marketing Inc. (“eyeReturn”), a portfolio of owned real

estate assets and its interests in the following:

(i) VerticalScope Holdings Inc. (“VerticalScope”);

(ii) Blue Ant Media Inc. (“Blue Ant”);

(iii) TeamSnap Inc. (“Team Snap”);

(iv) Black Press Ltd. (“Black Press”);

(v) Nest Wealth Asset Management Inc. (“Nest Wealth”); and

(vi) Sing Tao Daily Ltd. and Sing Tao Newspapers (Canada 1998) Limited (together,

“Sing Tao”).

Trading History of Torstar Shares

Torstar’s Class B Shares are listed on the Toronto Stock Exchange (the “TSX”) under the

symbol TS.B. The following table sets forth, for the periods indicated, low and high closing

prices of the Class B Shares on the TSX and the total volumes traded on the TSX and other

exchanges. We note that the Board announced the suspension of the Corporation’s dividend

on the Class B Shares on October 30, 2019, following which the share price of the Class B

Shares on the TSX declined.

Due to the limited volume and float of the Shares, Blair Franklin has not relied on the

historical trading value of TS.B in arriving at its views.

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Figure 1 – TS.B Historical Trading Prices & Volumes

Fairness Considerations

In support of the Opinion, Blair Franklin has performed certain financial analyses with

respect to Torstar, based on those methodologies and assumptions that we considered

appropriate in the circumstances. Blair Franklin relied primarily on a sum-of-the-parts

financial analysis (the “SOTP Approach”) comprising analyses of (i) the Core News

operations, and (ii) the Non-Core News Assets, as well as certain other balance sheet items.

Blair Franklin relied on a number of methodologies including, but not limited to,

discounted cash flow, comparable company, and precedent transaction analyses, where

appropriate. The various components of the SOTP Approach are discussed below.

Core News Operations

Blair Franklin considered the Corporation’s Core News operations, consisting of the

Dailies’ and Communities’ publications, separately from Torstar’s other investments

discussed below. The primary methodology employed by Blair Franklin in evaluating the

Core News operations was a discounted cash flow (“DCF”) analysis, supplemented by an

analysis of comparable company trading multiples, and an analysis of precedent transaction

multiples.

Blair Franklin’s DCF analysis involved the development of a forecast of cash flows to the

Corporation from the Core News operations. Blair Franklin created a detailed forecast

which included assumptions regarding macroeconomic conditions, market specific

conditions, including potential impacts from the COVID-19 pandemic, and Torstar-

specific factors. Assumptions were developed through an independent analysis of historical

performance, discussions with Management on the future outlook of the Core News

operations, and an analysis of underlying economic factors.

TSX Price

Low High Volume

2019 May 0.70 0.88 1,644,928

June 0.75 1.03 2,206,416

July 0.79 0.99 2,182,966

August 0.80 0.92 859,898

September 0.85 0.98 1,111,286

October 0.51 0.90 2,105,490

November 0.45 0.60 1,960,246

December 0.39 0.50 2,479,442

2020 January 0.39 0.47 1,098,074

February 0.37 0.54 1,212,004

March 0.25 0.42 2,404,798

April 0.33 0.43 977,994

May 1 - May 26 0.31 0.48 776,896

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In connection with the development of a cash flow forecast for the Core News operations,

Blair Franklin reviewed and evaluated in detail Management’s 2020 budget and long-term

forecast which were created in the fall of 2019; however, we note that since such budget

and long-term forecast was presented to the Board, the COVID-19 pandemic has caused

large-scale business slow-downs and shut-downs across Canada and wide-spread

uncertainty regarding corporate financial performance over the near- to medium-term.

Blair Franklin conducted detailed interviews with Management regarding the unfolding

impact of the COVID-19 pandemic on Torstar’s current operations and future financial

results. Among other things, Management provided its financial analysis regarding the

impact of COVID-19 on the Corporation’s financial performance, which reflected a

material negative impact to the Core News operations’ cash flows through the remainder

of 2020 and 2021 relative to the original 2020 budget and long-term forecast.

Blair Franklin developed five-year cash flow forecasts for the Core News operations under

varying cases for the business. Blair Franklin’s analysis included a status quo case, as well

as upside and various stress case scenarios. In general, each case aligns with Management’s

analysis regarding the COVID-19 impact in 2020 and 2021. For the remainder of the

forecasts, various revenue growth rates and margins were applied for the period 2022 to

2024, inclusive. Each case reviewed generated substantial negative free cash flows through

2021 due to a number of factors, including (i) recent industry trends, (ii) Core News

operations’ business fundamentals prior to COVID-19, (iii) the impact of the COVID-19

pandemic, and (iv) ongoing restructuring costs as Management continues to restructure the

Core News operations. Only the upside case, which includes growth initiatives that are still

in the pilot stage, generated positive free cash flows in the outer forecast years.

In addition to the annual cash flows generated by the Core News operations, Blair Franklin

estimated potential synergies that could be achieved through the Arrangement or a similar

transaction with another party. The cost of achieving such synergies has also been included

in the forecast cash flows. Blair Franklin has assumed that such synergies and associated

costs would be shared equally between Torstar and the Purchaser.

At the end of the forecast period, Blair Franklin applied a terminal multiple reflective of

precedent transactions involving North American newspaper and publishing companies

over the past decade. Based on this analysis, Blair Franklin selected a range of terminal

Enterprise Value to EBITDA (“EV/EBITDA”) multiples which was applied to each

scenario’s 2024 Core News operations EBITDA.

All forecast cash flows, as well as the terminal value, were discounted at an estimated

Weighted Average Cost of Capital (“WACC”) for the Corporation. In developing an

estimate for the WACC, Blair Franklin employed the capital asset pricing model to

determine the cost of equity. Key assumptions included:

• the average of observed Beta’s for newspaper and publishing companies (Torstar’s

Beta was not considered due to the limited liquidity in the Shares);

• the Government of Canada 10-year bond yield;

• a standard market risk premium;

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• a market risk premium adjustment reflective of widening corporate spreads during

the COVID-19 pandemic; and

• an applicable small capitalization premium.

Torstar’s cost of debt was estimated based on comparable company outstanding debt

yields, as the Corporation does not currently have any debt outstanding. The capital

structure was adjusted to reflect modest leverage levels consistent with comparable

companies. Blair Franklin also considered scenarios where lower discount rates were

applied to negative cash flows related to restructuring costs that have greater certainty than

certain of the Corporation’s EBITDA growth initiatives.

As mentioned above, each DCF scenario reviewed by Blair Franklin, except for the upside

case, generated annual negative free cash flow throughout the forecast period. In these

scenarios the only positive impact on value resulted from terminal EBITDA. As a result,

the net present value generated under these scenarios are generally negative, and materially

so for certain scenarios.

Non-Core News Assets

VerticalScope

VerticalScope owns and operates more than 1,500 websites and online forums targeted

towards specific enthusiast groups, organized into six verticals: Automotive, Powersports,

Outdoors, Technology, Home and Health. VerticalScope generates revenue primarily

through advertising, but also affiliate marketing, site listings, and memberships on its

properties. Torstar acquired a 56.4% stake in VerticalScope in July 2015. While Torstar’s

economic stake is in excess of 50%, the Corporation is subject to a shareholders’ agreement

with the other owners (including the CEO and founder) which restricts certain of Torstar’s

rights, including, in some circumstances, the transfer of Torstar’s interest to a third party.

VerticalScope’s revenues have been and continue to be negatively affected by the

company’s ongoing transition of user forums to a new technology platform (to modernize

its infrastructure and user experience as well as increase its search-related traffic). As at

March 31, 2020, VerticalScope has migrated approximately 540 sites, representing

approximately 45% of forum traffic. The company expects to convert substantially all of

the remaining sites by the end of 2020.

Blair Franklin reviewed a three-year financial forecast prepared by VerticalScope

management in December 2019; however, VerticalScope's ability to achieve this forecast

has been impacted by recent events. Similar to Torstar’s Core News operations,

VerticalScope has experienced a negative impact to advertising revenues and overall

financial performance related to the COVID-19 pandemic, which was reflected in an

updated outlook for the remaining three quarters of 2020 prepared by VerticalScope

management and reviewed by Blair Franklin. The combined financial effect of search

traffic declines and decreases in advertising revenues related to COVID-19 has caused

VerticalScope’s leverage ratios on its debt covenants to increase.

C11

Given the lack of an updated long-term forecast for VerticalScope in the context of

COVID-19, Blair Franklin primarily relied upon an EV/EBITDA multiple analysis for

VerticalScope. Based on a review of recent North American digital media precedent

transactions and analysis of comparable companies, Blair Franklin applied a range of

multiples to VerticalScope’s COVID-19-affected 2020 EBITDA forecast to arrive at a

range of indicative values for 100% of the business, from which we deducted net debt.

Blair Franklin then applied a range of illiquidity discounts to the implied equity value range

to account for the restrictions in the shareholders’ agreement.

Other Assets and Liabilities

Torstar’s other Non-Core News Assets are led by Blue Ant, a privately held international

content producer, distributor and channel operator based in Toronto. Blue Ant creates

content for broadcasters and streaming platforms in multiple genres. Blue Ant

International, the company’s distribution business, offers a catalogue of more than 3,000

hours of content. The company also operates channels on multiple continents under 14

brands, including Love Nature, Smithsonian Channel Canada, BBC Earth (Canada),

ZooMoo, and Arcade Cloud. Torstar originally acquired a stake in Blue Ant in 2011, and

currently holds a 15.4% interest in the company.

In addition, Torstar’s Non-Core News Assets include wholly-owned eyeReturn as well as

its stakes in Sing Tao, NestWealth, Team Snap, Black Press, and remaining owned real

estate. Blair Franklin arrived at a range of indicative values attributable to Torstar for each

such investment based on a number of methodologies, including DCF analysis,

recent/pending transactions involving the applicable company, a review of relevant

precedent transactions and comparable companies, as well as discussions with

Management. In addition, Blair Franklin relied upon third-party valuations or estimates of

value for each of the Corporation’s six remaining owned real estate assets as well as input

from Management regarding which properties may be redundant to the Core News

operations.

Blair Franklin then considered certain material Torstar balance sheet items as at March 31,

2020. Torstar’s assets include unrestricted cash of $69.5 million and tax-credits receivable

(net of accrued professional fees) of $22.9 million. Offset against these assets, Torstar’s

outstanding liabilities includes the Corporation’s Post-Employment Benefit Obligations of

approximately $42.6 million (excluding the outstanding pension plan obligation which we

understand is cash collateralized by the Corporation’s restricted cash) as well as a

committed restructuring provision of $23.2 million (this provision is in addition to

restructuring costs considered in the Core News operations DCF).

Other Factors Considered

Blair Franklin has considered a number of other factors in arriving at the Opinion

including:

• the deal protections as described in successive drafts of the arrangement agreement

governing the Arrangement;

C12

• information provided by Management and Marckenz regarding (i) efforts by

Marckenz to solicit third-party interest in the Corporation, and (ii) any third-party

interest received pursuant to these activities;

• the Arrangement being supported by holders of a substantial portion of the

Corporation’s Shares, including the Voting Trust and FFH, who have each

proposed to enter into voting support agreements with the Purchaser;

• uncertainties related to the COVID-19 pandemic and its potential impact on the

Corporation’s business activities; and

• such other factors or analyses, which we have judged, based on the exercise of our

professional judgement and our experience in rendering such opinions, to be

relevant.

Conclusion

Based upon and subject to the foregoing and such other matters as we considered relevant,

Blair Franklin is of the opinion that, as of the date hereof, the Consideration to be received

by the Torstar Shareholders pursuant to the Arrangement is fair, from a financial point of

view, to the Torstar Shareholders.

Yours very truly,

BLAIR FRANKLIN CAPITAL PARTNERS INC.

C13

APPENDIX D MARCKENZ CAPITAL FAIRNESS OPINION

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MARCKENZ GROUP

Page 1 of 6

MARCKENZ GROUP Suite 1705, 145 King Street West., Toronto, ON, Canada M5H 1J8 T 416.546-6129

May 26, 2020 The Board of Directors and

The Special Committee of the Board of Directors

Torstar Corporation

1 Yonge Street

Toronto, ON M5E 1E6

Canada

To the Board of Directors and the Special Committee of the Board of Directors:

Marckenz Group Limited (“Marckenz Group”) understands that Torstar Corporation (“Torstar” or the

“Company”) proposes to enter into a definitive arrangement agreement (the “Arrangement”) with NordStar

Capital LP (“NordStar” or the “Acquiror”) under which NordStar will acquire all of the Company’s issued

and outstanding Class A shares (“Class A Shares”) and Class B non-voting shares (“Class B Shares”)

(collectively, the “Shares”) for $0.63 in cash per Share (the “Consideration”).

We understand the trustees of the voting trust governed by the voting trust agreement dated as of

October 1, 1992 among the Company, National Trust Company and the Shareholders party thereto,

as amended from time to time (the “Torstar Voting Trust”) (in respect of approximately 93.2% of the

shares subject to such trust) propose to enter into a voting support agreement pursuant to which the Torstar

Voting Trust will agree to vote such shares in favour of the Arrangement at a special meeting of the holders

of Class A Shares and Class B Shares (the “Shareholders”), expected to be held in mid-July 2020, to approve

the Arrangement (the “Special Meeting”). In addition, each of the directors of Torstar who are not also

trustees of the Torstar Voting Trust and who hold Class A Shares or Class B Shares propose to enter into a

voting support agreement pursuant to which each will commit to vote in favour of the Arrangement at the

Special Meeting.

We also understand that Hamblin Watsa Investment Counsel Ltd. (“HWIC”), a wholly-owned subsidiary

of Fairfax Financial Holdings Limited (“Fairfax Financial”), proposes to enter into a voting support

agreement with NordStar, pursuant to which it will agree to vote all of the Class B Shares owned or

controlled by Fairfax Financial in favour of the transaction at the Special Meeting. Fairfax Financial

currently owns and controls, directly and in the investment portfolios of its insurance subsidiaries,

28,876,337 Class B Shares, representing approximately 40.3% of the outstanding Class B Shares.

We understand the 8,264,022 Class A Shares and 41,272,161 Class B Shares subject to such voting support

agreements represent approximately 84.3% and 57.6% of the Class A Shares and Class B Shares,

respectively, and an aggregate of approximately 60.8% of the total number of issued and outstanding Class

A Shares and Class B Shares. We also understand that, in the event the Arrangement is terminated in

accordance with its terms, that obligations under the voting support agreements will automatically

terminate.

The board of directors of the Company (the “Board”) and the special committee of the Board comprised of

independent directors of the Company (the "Committee") has requested Marckenz Group to provide its

opinion as to the fairness to the Shareholders, from a financial point of view, of the Consideration to be

received by the Shareholders pursuant to the Arrangement (the “Opinion”). Marckenz Group has not been

asked to prepare, and has not prepared, a formal valuation of Torstar and the Opinion should not be

construed as such.

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MARCKENZ GROUP

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Engagement of Marckenz Group

On January 23, 2020, the Company retained Marckenz Group, pursuant to an engagement letter (the

“Engagement Agreement”), as financial advisor in respect of the development, evaluation and potential

implementation of various strategic alternatives for the Company (the “Engagement”).

The terms of the Engagement Agreement provide that Marckenz Group is to be paid both a monthly work

fee and a transaction fee, where payment of any transaction fee would be contingent on the successful

completion of a transaction. In addition, Marckenz Group is to be reimbursed for its reasonable out-of-

pocket expenses and to be indemnified in certain circumstances.

Credentials of Marckenz Group

Marckenz Group is an independent investment bank, founded in 2008, specializing in mergers and

acquisitions, investment banking advice and private capital raising. Its senior professionals each have

between 15 – 30 years of investment banking and financial advisory services experience working at large

international and domestic full service firms. Marckenz Group has been a financial advisor in a significant

number of transactions throughout Canada and North America involving public and private companies

across many industries, and its principals have significant experience in preparing fairness opinions.

The Opinion expressed herein represents the opinion of Marckenz Group as a firm.

Relationships of Marckenz Group

Marckenz Group is not an insider, associate or affiliate (as those terms are defined in the Securities Act

(Ontario)) of Torstar, NordStar or any of their respective associates or affiliates (the “Interested Parties”).

Except as described below, Marckenz Group has not provided any financial advisory services or participated

in any financing involving Torstar, NordStar or any of their respective associates or affiliates within the

past twenty-four months, other than services provided under the Engagement Agreement or as disclosed to

the Company. There are no undisclosed understandings, agreements, or commitments between Marckenz

Group and any of the Interested Parties with respect to any current or future business dealings which would

be material to the Opinion. In 2018, Marckenz Group was engaged by Black Press Limited (“Black Press”),

a company in which Torstar has a minority investment, to assist Black Press in the refinancing of certain of

its debts and obligations, which refinancing was completed in March of 2019.

Marckenz Group believes that it is “independent” (as such term is used in Part 6 of MI 61-101) of all

interested parties (as such term is defined in MI 61-101) to the Arrangement and that it has disclosed to the

Board and the Committee all material facts known to it that could reasonably be considered to be relevant

to its independence status under Part 6 of MI 61-101.

Scope of Review

In preparing the Opinion, Marckenz Group has reviewed, considered and relied upon, without attempting

to verify independently the completeness or accuracy thereof, among other things:

(a) Interviews with the management of the Company (“Management”), including its Chief Executive

Officer, John Boynton (the “CEO”), its Chief Financial Officer, Lorenzo DeMarchi (the “CFO”),

and discussions with members of the Board;

(b) Discussions with representatives of NordStar;

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MARCKENZ GROUP

Page 3 of 6

(c) Discussions with the Committee and external legal counsel to the Committee;

(d) Certain financial analyses and projections prepared by Management;

(e) Documents hosted on a datasite containing non-public material relating to Torstar, including

financial details, forecasts, regional and segment information, tax information, contracts, HR

matters, legal matters and other items;

(f) Audited financial statements and related management’s discussion and analysis (“MD&A”) of

Torstar for the last five fiscal years ended December 31;

(g) Unaudited quarterly reports and related MD&A of Torstar for the three, six and nine-month periods

ended March 31, June 30, September 30, respectively, for the last three fiscal years;

(h) Unaudited quarterly reports and related MD&A for Torstar as of March 31, 2020;

(i) The most recent Management Information Circular and Annual Information Form of Torstar;

(j) Certain regulatory filings and related material for Torstar for the last five fiscal years and to the

date hereof in 2020;

(k) Certain non-public information related to the joint ventures, investments and real property holdings

of Torstar;

(l) Press releases issued by Torstar for the last three fiscal years and to the date hereof in 2020;

(m) Public information relating to the business, operations, financial performance and share price

trading history of Torstar and other selected public entities whose businesses we believe to be

relevant;

(n) Shareholder and insider information published by SEDI;

(o) Comparable trading multiples and comparable transaction multiples for selected companies and

transactions considered relevant;

(p) Representations contained in a certificate addressed to Marckenz Group, as of the date hereof, from

the CEO and the CFO of Torstar, as to the completeness, accuracy and fair presentation of the

information upon which the Opinion is based;

(q) Research reports based upon public information prepared by industry analysts;

(r) Industry and financial market information;

(s) The proposal letter provided by Jordan Bitove to Torstar dated March 18, 2020 and executed March

27, 2020 (the “Proposal Letter”);

(t) Successive drafts of the Arrangement documentation to be entered into;

(u) Documents provided by NordStar and its advisors related to the financing of the Arrangement; and

(v) Such other corporate, industry and financial market information, investigations and analyses as

Marckenz Group considered necessary or appropriate in the circumstances.

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MARCKENZ GROUP

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Assumptions and Limitations

The Opinion is subject to the assumptions, explanations and limitations hereinbefore described and set forth

below.

We have not been asked to prepare, and have not prepared, a formal valuation or appraisal of the Company

or any of its securities or assets and this Opinion should not be construed as such. We have, however,

conducted such analyses as we considered necessary in the circumstances. In addition, the Opinion is not,

and should not be construed as, advice as to the price at which the Shares may trade at any time. Marckenz

Group was not engaged to review any legal, tax or regulatory aspects of the Arrangement and the Opinion

does not address any such matters. We have relied upon, without independent verification, the assessment

by the Company and its legal advisors with respect to such matters.

With the Board’s and Committee’s approval and as provided in the Engagement Agreement, Marckenz

Group has relied, without independent verification, upon the completeness, accuracy and fair presentation

in all material respects of all financial information and the completeness and accuracy of the other

information, data, advice, opinions and representations obtained by it from public sources, Management

and affiliates and advisors, or otherwise (collectively, the “Information”). Marckenz Group has assumed

that the historical information included in the Information did not omit to state any material fact or any fact

necessary to be stated or necessary to make that Information not misleading in light of the circumstances

in which it was made. This Opinion is conditional upon the completeness, accuracy and fair presentation

of such Information. Subject to the exercise of professional judgment and except as described herein,

Marckenz Group has not attempted to verify independently the completeness, accuracy or fair presentation

of any of the Information. With respect to the forecasts, projections or estimates provided to Marckenz

Group and used in the analysis supporting the Opinion, we have assumed that they have been reasonably

prepared on bases reflecting the best currently available estimates and judgments of Management as to the

matters covered thereby at the time of preparation and, in rendering the Opinion, we express no view as to

the reasonableness of such forecasts or budgets or the assumptions on which they are based.

The CEO and the CFO of the Company have represented to Marckenz Group in a letter of representation

delivered as at the date hereof, among other things, that (i) the Information provided orally by, or in writing

to Marckenz Group by the Company or its agents in respect of the Company and its subsidiaries or affiliates,

or the Arrangement, is or, in the case of historical Information, was, at the date of preparation, true and

accurate in all material respects and no additional information or data would be required to make the

Information so provided to Marckenz Group by the Company or its agents not misleading in light of the

circumstances in which it was prepared, or, in the case of any portions of the Information provided to

Marckenz Group which constitute forecasts, projections or estimates, was prepared using the assumptions

identified therein, which, in the reasonable opinion of the Company, are (or were at the time of preparation)

reasonable in the circumstances, and that (ii) to the extent that any of the Information provided to Marckenz

Group by the Company or its agents is historical, there have been no changes in material facts or new

material facts since the respective dates thereof which have not been disclosed to Marckenz Group or

updated by more current information or data disclosed.

Marckenz Group has made several assumptions in connection with its Opinion that it considers reasonable,

including that, the conditions required to implement the Arrangement will be met. In preparing the Opinion,

we have assumed that the executed agreements regarding the Arrangement will not differ in any material

respect from the forms that we reviewed, and that the Arrangement will be consummated in accordance

with the terms and conditions of the Arrangement Agreement without waiver of, or amendment to, any term

or condition that is in any way material to our analyses.

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MARCKENZ GROUP

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The Opinion is rendered on the basis of the securities markets, economic, financial and general business

conditions prevailing as at the date hereof and the conditions, financial and otherwise, of the Company and

its affiliates, as they were reflected in the Information and as they were represented to Marckenz Group in

discussions with Management. In its analyses and in preparing the Opinion, Marckenz Group made

numerous assumptions with respect to industry performance, general business and economic conditions and

other matters, many of which are beyond the control of Marckenz Group or any party involved in the

Arrangement.

The Opinion has been provided to the Board and the Committee for their exclusive use only in considering

the Arrangement and may not be used or relied upon by any other person without the express prior written

consent of Marckenz Group. The Opinion does not constitute a recommendation as to how any shareholder

of the Company should vote or act on any matter relating to the Arrangement. Except for the inclusion of

the Opinion in its entirety and a summary thereof (in a form acceptable to us) in disclosure documents and

the filing of such disclosure documents and the Opinion on SEDAR and the submission by the Company

of the Opinion to any relevant court or regulatory agency in connection with the approval of the

Arrangement, the Opinion is not to be disclosed, summarized or quoted from without our prior written

consent.

Marckenz Group believes that its analyses must be considered as a whole and that selecting portions of the

analyses or the factors considered by us, without considering all factors and analyses together, could create

a misleading view of the process underlying the Opinion. The preparation of a fairness opinion is a complex

process and is not necessarily amenable to partial analysis or summary description. Any attempt to do so

could lead to undue emphasis on any particular factor or analysis. This opinion letter should be read it its

entirety.

The Opinion is given as of the date hereof and Marckenz Group disclaims any undertaking or obligation to

advise any person of any change in any fact or matter affecting the Opinion which may come or be brought

to the attention of Marckenz Group after the date hereof. Without limiting the foregoing, in the event that

there is any material change in any fact or matter affecting the Opinion after the date hereof, Marckenz

Group reserves the right to change, modify or withdraw the Opinion.

The Opinion does not address the relative merits of business strategies or transactions that might be

available to Torstar. At the direction of the Board and the Committee, we have not been asked to, nor do

we, offer any opinion as to the formal valuation of Torstar.

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MARCKENZ GROUP

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Conclusion

Based upon and subject to the foregoing and such other matters as we considered relevant, Marckenz Group

is of the opinion that, as of the date hereof, the Consideration to be received by the Shareholders pursuant

to the Arrangement is fair, from a financial point of view, to the Shareholders.

Yours very truly,

Marckenz Group Limited

MARCKENZ GROUP LIMITED

D7

APPENDIX E INTERIM ORDER

E1

APPENDIX F NOTICE OF APPLICATION FOR FINAL ORDER

F1

G-1

APPENDIX G DISSENT PROVISIONS OF THE OBCA

Rights of dissenting shareholders

185.(1) Subject to subsection (3) and to sections 186 and 248, if a corporation resolves to,

(a) amend its articles under section 168 to add, remove or change restrictions on the issue, transfer or ownership of shares of a class or series of the shares of the corporation;

(b) amend its articles under section 168 to add, remove or change any restriction upon the business or businesses that the corporation may carry on or upon the powers that the corporation may exercise;

(c) amalgamate with another corporation under sections 175 and 176;

(d) be continued under the laws of another jurisdiction under section 181; or

(e) sell, lease or exchange all or substantially all its property under subsection 184 (3), a holder of shares of any class or series entitled to vote on the resolution may dissent.

Idem

(2) If a corporation resolves to amend its articles in a manner referred to in subsection 170 (1), a holder of shares of any class or series entitled to vote on the amendment under section 168 or 170 may dissent, except in respect of an amendment referred to in,

(a) clause 170 (1) (a), (b) or (e) where the articles provide that the holders of shares of such class or series are not entitled to dissent; or

(b) subsection 170 (5) or (6).

One class of shares

(2.1) The right to dissent described in subsection (2) applies even if there is only one class of shares.

Exception

(3) A shareholder of a corporation incorporated before the 29th day of July, 1983 is not entitled to dissent under this section in respect of an amendment of the articles of the corporation to the extent that the amendment,

(a) amends the express terms of any provision of the articles of the corporation to conform to the terms of the provision as deemed to be amended by section 277; or

(b) deletes from the articles of the corporation all of the objects of the corporation set out in its articles, provided that the deletion is made by the 29th day of July, 1986.

G-2

Shareholder’s right to be paid fair value

(4) In addition to any other right the shareholder may have, but subject to subsection (30), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents becomes effective, to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted.

No partial dissent

(5) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the dissenting shareholder on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

Objection

(6) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting or of the shareholder’s right to dissent.

Idem

(7) The execution or exercise of a proxy does not constitute a written objection for purposes of subsection (6).

Notice of adoption of resolution

(8) The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (6) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn the objection.

Idem

(9) A notice sent under subsection (8) shall set out the rights of the dissenting shareholder and the procedures to be followed to exercise those rights.

Demand for payment of fair value

(10) A dissenting shareholder entitled to receive notice under subsection (8) shall, within twenty days after receiving such notice, or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing,

(a) the shareholder’s name and address;

(b) the number and class of shares in respect of which the shareholder dissents; and

(c) a demand for payment of the fair value of such shares.

G-3

Certificates to be sent in

(11) Not later than the thirtieth day after the sending of a notice under subsection (10), a dissenting shareholder shall send the certificates, if any, representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent.

Idem

(12) A dissenting shareholder who fails to comply with subsections (6), (10) and (11) has no right to make a claim under this section.

Endorsement on certificate

(13) A corporation or its transfer agent shall endorse on any share certificate received under subsection (11) a notice that the holder is a dissenting shareholder under this section and shall return forthwith the share certificates to the dissenting shareholder.

Rights of dissenting shareholder

(14) On sending a notice under subsection (10), a dissenting shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shares as determined under this section except where,

(a) the dissenting shareholder withdraws notice before the corporation makes an offer under subsection (15);

(b) the corporation fails to make an offer in accordance with subsection (15) and the dissenting shareholder withdraws notice; or

(c) the directors revoke a resolution to amend the articles under subsection 168 (3), terminate an amalgamation agreement under subsection 176 (5) or an application for continuance under subsection 181 (5), or abandon a sale, lease or exchange under subsection 184 (8),

in which case the dissenting shareholder’s rights are reinstated as of the date the dissenting shareholder sent the notice referred to in subsection (10).

Same

(14.1) A dissenting shareholder whose rights are reinstated under subsection (14) is entitled, upon presentation and surrender to the corporation or its transfer agent of any share certificate that has been endorsed in accordance with subsection (13),

(a) to be issued, without payment of any fee, a new certificate representing the same number, class and series of shares as the certificate so surrendered; or

(b) if a resolution is passed by the directors under subsection 54 (2) with respect to that class and series of shares,

(i) to be issued the same number, class and series of uncertificated shares as represented by the certificate so surrendered, and

(ii) to be sent the notice referred to in subsection 54 (3).

G-4

Same

(14.2) A dissenting shareholder whose rights are reinstated under subsection (14) and who held uncertificated shares at the time of sending a notice to the corporation under subsection (10) is entitled,

(a) to be issued the same number, class and series of uncertificated shares as those held by the dissenting shareholder at the time of sending the notice under subsection (10); and

(b) to be sent the notice referred to in subsection 54 (3).

Offer to pay

(15) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (10), send to each dissenting shareholder who has sent such notice,

(a) a written offer to pay for the dissenting shareholder’s shares in an amount considered by the directors of the corporation to be the fair value thereof, accompanied by a statement showing how the fair value was determined; or

(b) if subsection (30) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.

Idem

(16) Every offer made under subsection (15) for shares of the same class or series shall be on the same terms.

Idem

(17) Subject to subsection (30), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (15) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made.

Application to court to fix fair value

(18) Where a corporation fails to make an offer under subsection (15) or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as the court may allow, apply to the court to fix a fair value for the shares of any dissenting shareholder.

Idem

(19) If a corporation fails to apply to the court under subsection (18), a dissenting shareholder may apply to the court for the same purpose within a further period of twenty days or within such further period as the court may allow.

Idem

(20) A dissenting shareholder is not required to give security for costs in an application made under subsection (18) or (19).

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Costs

(21) If a corporation fails to comply with subsection (15), then the costs of a shareholder application under subsection (19) are to be borne by the corporation unless the court otherwise orders.

Notice to shareholders

(22) Before making application to the court under subsection (18) or not later than seven days after receiving notice of an application to the court under subsection (19), as the case may be, a corporation shall give notice to each dissenting shareholder who, at the date upon which the notice is given,

(a) has sent to the corporation the notice referred to in subsection (10); and

(b) has not accepted an offer made by the corporation under subsection (15), if such an offer was made,

of the date, place and consequences of the application and of the dissenting shareholder’s right to appear and be heard in person or by counsel, and a similar notice shall be given to each dissenting shareholder who, after the date of such first mentioned notice and before termination of the proceedings commenced by the application, satisfies the conditions set out in clauses (a) and (b) within three days after the dissenting shareholder satisfies such conditions.

Parties joined

(23) All dissenting shareholders who satisfy the conditions set out in clauses (22) (a) and (b) shall be deemed to be joined as parties to an application under subsection (18) or (19) on the later of the date upon which the application is brought and the date upon which they satisfy the conditions, and shall be bound by the decision rendered by the court in the proceedings commenced by the application.

Idem

(24) Upon an application to the court under subsection (18) or (19), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall fix a fair value for the shares of all dissenting shareholders.

Appraisers

(25) The court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders.

Final order

(26) The final order of the court in the proceedings commenced by an application under subsection (18) or (19) shall be rendered against the corporation and in favour of each dissenting shareholder who, whether before or after the date of the order, complies with the conditions set out in clauses (22) (a) and (b).

Interest

(27) The court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment.

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Where corporation unable to pay

(28) Where subsection (30) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (26), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

Idem

(29) Where subsection (30) applies, a dissenting shareholder, by written notice sent to the corporation within thirty days after receiving a notice under subsection (28), may,

(a) withdraw a notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder’s full rights are reinstated; or

(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

Idem

(30) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that,

(a) the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or

(b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.

Court order

(31) Upon application by a corporation that proposes to take any of the actions referred to in subsection (1) or (2), the court may, if satisfied that the proposed action is not in all the circumstances one that should give rise to the rights arising under subsection (4), by order declare that those rights will not arise upon the taking of the proposed action, and the order may be subject to compliance upon such terms and conditions as the court thinks fit and, if the corporation is an offering corporation, notice of any such application and a copy of any order made by the court upon such application shall be served upon the Commission.

Commission may appear

(32) The Commission may appoint counsel to assist the court upon the hearing of an application under subsection (31), if the corporation is an offering corporation.

13031198-v15-Project Zebra - Proxy Circular · 2020-06-29 · MANAGEMENT INFORMATION CIRCULAR with...

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