NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

Transcription

1 95 Schooner Street Coquitlam, British Columbia, Canada V3K 7A8 Telephone: (604) NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TAKE NOTICE that the Annual General and Special Meeting (the Meeting ) of the Shareholders of GREAT CANADIAN GAMING CORPORATION (the Company ) will be held at the River Rock Casino Resort, 8811 River Road, Richmond, British Columbia, Canada, on Tuesday, May 10, 2016 at 10:00 a.m. Pacific Time for the following purposes: 1. to table and consider the audited consolidated financial statements of the Company for the fiscal year ending December 31, 2015, together with the independent auditor s report and related management s discussion and analysis for the period; 2. to fix the number of directors at eight; 3. to elect directors of the Company for the ensuing year; 4. to appoint the auditor for the Company and authorize the directors to fix their remuneration; 5. to consider, and, if deemed appropriate, to pass, with or without variation, a non-binding advisory resolution on executive compensation; 6. to consider, and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to ratify, confirm and approve the Company s Advance Notice Policy, as described in the Company s Information Circular; and 7. to approve a special resolution amending the Company s Articles to include Advance Notice Provisions and further amendments, as described in the Company s Information Circular; An Information Circular accompanies this Notice. The Information Circular contains details of matters to be considered at the Meeting. No other matters are contemplated, however any permitted amendment to, or variation of, any matter identified in this Notice may properly be considered at the Meeting. The Meeting may also consider the transaction of such other business as may properly come before the Meeting or any adjournment thereof. Shareholders of record on the Company s books at the close of business on March 14, 2016 are entitled to attend and vote at the Meeting or at any postponement or adjournment thereof. Each common share is entitled to one vote. The consolidated audited financial statements of the Company for the year ended December 31, 2015, the independent auditor s report thereon, together with management s discussion and analysis for the period are available on and copies of these documents will also be available at the Meeting. Registered Shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of proxy, or another suitable form of proxy, and deliver it in accordance with the instructions set out in the form of proxy and in the Information Circular. Non-registered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account, you are not a registered shareholder. DATED at Coquitlam, British Columbia, March 23, BY ORDER OF THE BOARD Peter G. Meredith CHAIRMAN OF THE BOARD

2 TABLE OF CONTENTS GENERAL PROXY INFORMATION... 1 NOTICE-AND-ACCESS... 1 SOLICITATION OF PROXIES... 2 APPOINTMENT OF PROXYHOLDERS... 2 VOTING BY PROXYHOLDER... 2 REGISTERED SHAREHOLDERS... 2 BENEFICIAL SHAREHOLDERS... 3 NOTICE TO SHAREHOLDERS IN THE UNITED STATES... 4 REVOCATION OF PROXIES... 4 INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON... 5 VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES... 5 RESTRICTIONS ON SHARE OWNERSHIP... 5 FINANCIAL STATEMENTS... 6 ELECTION OF DIRECTORS... 6 APPOINTMENT OF AUDITOR CORPORATE GOVERNANCE COMMITTEES OF THE BOARD COMPENSATION DISCUSSION & ANALYSIS COMPENSATION COMMITTEE REPORT BENEFITS, VACATION AND PERQUISITES PENSION AND RETIREMENT SHORT-TERM AND MEDIUM-TERM VARIABLE PAY EMPLOYEE SHARE PURCHASE PLAN LONG-TERM INCENTIVE OR SHARE OPTION BASED AWARDS COMPENSATION RISK OVERSIGHT COMPENSATION GOVERNANCE PERFORMANCE GRAPH SUMMARY COMPENSATION TABLE COMPARISON OF TOTAL COMPENSATION OF THE NAMED EXECUTIVE OFFICERS INCENTIVE PLAN AWARDS PENSION PLAN BENEFITS EMPLOYMENT CONTRACTS AND TERMINATION AND CHANGE OF CONTROL BENEFITS DIRECTOR COMPENSATION, OPTION AMORTIZATION EXPENSE AND OTHER AMOUNTS EQUITY COMPENSATION PLAN INFORMATION DIRECTORS AND OFFICERS INSURANCE INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS PARTICULARS OF MATTERS TO BE ACTED UPON ADDITIONAL INFORMATION SCHEDULE A DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES EXHIBIT 1 TO SCHEDULE A BOARD OF DIRECTORS CHARTER SCHEDULE B SHAREHOLDER ENGAGEMENT POLICY SCHEDULE C TEXT OF ADVANCE NOTICE PROVISIONS TO COMPANY S ARTICLES

3 95 Schooner Street Coquitlam, British Columbia, V3K 7A8 Telephone: (604) INFORMATION CIRCULAR as at March 14, 2016 (or as otherwise indicated) This Information Circular is furnished in connection with the solicitation of proxies by the management of GREAT CANADIAN GAMING CORPORATION (the Company ) for use at the Annual General and Special Meeting (the Meeting ) of its shareholders to be held on Tuesday, May 10, 2016 at the time and place and for the purposes set forth in the accompanying Notice of the Meeting. In this Information Circular, references to the Company, we, us and our refer to Great Canadian Gaming Corporation. Common Shares means common shares without par value in the capital of the Company. Beneficial Shareholders means shareholders who do not hold Common Shares in their own name and intermediaries refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders. Notice-and-Access GENERAL PROXY INFORMATION In November 2012, the Canadian Securities Administrators announced the adoption of regulatory amendments to securities laws governing the delivery of proxy-related materials by public companies. Public companies are now permitted to advise their shareholders of the availability of all proxy-related materials on an easilyaccessible website, rather than mailing copies of the materials. The Company has elected to use the notice and access procedure ( Notice and Access ) under National Instrument Continuous Disclosure Obligations and National Instrument Communication with Beneficial Owners of Securities of a Reporting Issuer ( NI ), for the delivery of meeting materials to shareholders for the Annual General and Special Meeting to be held on Tuesday, May 10, 2016 (the Meeting ). Under the provisions of Notice and Access, shareholders will receive a notice ( Notice and Access Notice ) containing information on how they can access the Company s Notice of Meeting and Information Circular (the Meeting Materials ) electronically instead of receiving a printed copy or how to receive a printed copy of the Meeting Materials. Together with the Notice and Access Notice, shareholders will receive a proxy ( Proxy ), in the case of registered shareholders, enabling them to vote at the Meeting. The Meeting Materials for the Meeting will be posted on the Company s website as of April 4, 2016, and will remain on the website for one year. The Meeting Materials will also be available on the Company s SEDAR corporate profile at as of April 4, All registered and beneficial shareholders will receive a Notice and Access Notice.

4 - 2 - Solicitation of Proxies The solicitation of proxies is being made by management of the Company for use at the Meeting at the time and place and for the purposes set forth in the Notice and Access Notice. While it is expected that the solicitation will be made primarily by mail, proxies may be submitted personally or by telephone by directors, officers and employees of the Company. All costs of this solicitation will be borne by the Company. Appointment of Proxyholders Rod N. Baker, the President and Chief Executive Officer of the Company and Kiran S. Rao, the Chief Financial Officer of the Company, are the management designees to attend and act for the Shareholder at the Meeting. If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the Proxy (who is not required to be a shareholder), to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy. Voting by Proxyholder The persons named in the Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to: (a) each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors; (b) (c) any amendment to or variation of any matter identified therein; and any other matter that properly comes before the Meeting. In respect of a matter for which a choice is not specified in the Proxy, the management appointee acting as a proxyholder will vote in favour of each matter identified on the Proxy and, if applicable, for the nominees of management for directors and auditors as identified in the Proxy. Registered Shareholders Registered shareholders (a shareholder whose name appears on the records of the Company as the registered holder of Common Shares) of the Company, will receive a Proxy with the Notice and Access Notice. The deadline for submitting proxies is May 6, 2016 and is to be completed, dated and signed and delivered before the deadline in accordance with the instructions set out in the Proxy. You may wish to vote by proxy whether or not you are able to attend the Meeting in person. Registered shareholders electing to submit a proxy may do so by: (a) completing, dating and signing the Proxy and returning it to the Company s registrar and transfer agent, Computershare Investor Services Inc. ( Computershare ), by fax within North America at , outside North America at , or by mail or hand delivery to the 8 th Floor, 100 University Avenue, Toronto, Ontario Canada M5J 2Y1 or by hand delivery at 2nd Floor, 510 Burrard Street, Vancouver, British Columbia Canada V6C 3B9;

5 - 3 - (b) using a touch-tone phone to transmit voting choices to the toll free number. Registered shareholders must follow the instructions of the voice response system and refer to the Proxy for the toll free number, the holder s account number and the proxy access number; or (c) using the Internet at Computershare s website, Registered shareholders must follow the instructions that appear on the screen and refer to the Proxy for the holder s account number and the proxy access number; in all cases the Registered Shareholder must ensure the Proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting or the adjournment thereof at which the Proxy is to be used. Beneficial Shareholders The Company is taking advantage of certain provisions of NI which permit the Company to deliver proxy-related materials to non-registered shareholders (beneficial owners) who have not waived the right to receive them. This year the Company has elected to use Notice and Access. The following information is of significant importance to shareholders of the Company who do not hold Common Shares in their own name. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholders or as set out in the following disclosure. If Common Shares are listed in an account statement provided to a Company shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder s name on the records of the Company. Such Common Shares will more likely be registered under the names of intermediaries. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms) and, in the United States, under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks). Intermediaries are required to seek voting instructions from beneficial shareholders in advance of meetings of Company shareholders. Every intermediary has its own mailing procedures and provides its own return instructions to clients. There are two kinds of beneficial shareholders those who object to their identity being made known to the issuers of securities which they own (called OBOs for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing their identity (called NOBOs for Non-Objecting Beneficial Owners). Non-Objecting Beneficial Owners The Company is relying on the provisions of NI that permit it to deliver proxy-related materials directly to its NOBOs. As a result, NOBOs can expect to receive a scannable voting instruction form ( VIF ) from Computershare. Voting can be completed by filling out and signing the VIF and returning it to Computershare, or by voting by telephone or the Internet, in each case as set out in the instructions provided on the VIF. Computershare will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive. A Notice and Access Notice and a Proxy or VIF are being sent to both registered and non-registered owners of the Common Shares of the Company. If you are a non-registered owner, and the Company or its agent has sent materials directly to you, your name and address, and information about your holdings of securities, were obtained in accordance with applicable securities regulatory requirements from the intermediary holding securities on your behalf. By choosing to send the Notice and Access Notice and VIF to you directly, the Company (and not the intermediary holding securities on your behalf) has assumed responsibility for (a) delivering materials to you,

6 - 4 - and (b) carrying out your voting instructions. Please return your VIF as specified in the request for voting instructions sent to you. Objecting Beneficial Owners Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to you by your broker will be similar to the Proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf. Most brokers delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ( Broadridge ) in the United States and in Canada. Broadridge mails a VIF in lieu of a proxy provided by the Company. The VIF will name the same persons as the Company s Proxy to represent your Common Shares at the Meeting. You have the right to appoint a person (who need not be a shareholder of the Company, and who can be yourself), other than any of the persons designated in the VIF, to represent your Common Shares at the Meeting. To exercise this right, insert the name of the desired representative, who may be you, in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile, or provided to Broadridge by phone or over the Internet, in accordance with Broadridge s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting and the appointment of any shareholder s representative. If you receive a VIF from Broadridge, it must be completed and returned to Broadridge, in accordance with Broadridge s instructions, well in advance of the Meeting in order to have your Common Shares voted or to have an alternate representative duly appointed to attend and vote your Common Shares at the Meeting. Notice to Shareholders in the United States This solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of the Province of British Columbia and the securities laws of applicable provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of applicable provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of applicable provinces of Canada differ from the disclosure requirements under United States securities laws. Revocation of Proxies In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it: (a) by executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered shareholder or the registered shareholder s authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the Proxy bearing a later date to Computershare, or to the Company at the address of the registered office of the Company at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia Canada V6E 4N7, at any time up to and including the last business day before the day of the Meeting or, if the Meeting is adjourned, the last business day before any reconvening thereof, or to the chairman of the Meeting at the Meeting or any reconvening thereof, or in any other manner provided by law; or (b) by personally attending the Meeting and voting the registered shareholder s Common Shares. A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

7 - 5 - INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON No director or executive officer of the Company, or any person who has held such a position since the beginning of the last completed financial year end of the Company, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors. VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES The Board of Directors (the Board ) of the Company has fixed March 14, 2016 as the record date (the Record Date ) for the determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting. As of March 14, 2016, there were 64,438,467 Common Shares issued and outstanding, each carrying the right to one vote. No group of shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Common Shares. To the knowledge of the directors and executive officers of the Company, the following person/company beneficially owned, or controlled or directed, directly or indirectly, Common Shares carrying 10% or more of the voting rights attached to all outstanding Common Shares of the Company as at March 14, 2016: Shareholder Name Number of Common Shares Held (1) Percentage of Issued Common Shares Neil W. Baker (2) 10,943, % BloombergSen Inc. 6,703, % Burgundy Asset Management 6,663, % Notes: (1) The above information was supplied to the Company by the shareholder and from the insider reports and alternative monthly report available at (2) Of these Common Shares, Neil W. Baker directly holds 6,943,600 Common Shares and indirectly holds 4,000,000 Common Shares through Ridge Capital Amalgamated Corporation. Restrictions on Share Ownership Shareholders of the Company are subject to certain restrictions imposed under applicable gaming statutes. The Company is also obligated under its operational service agreements with gaming regulatory authorities to implement restrictions on share ownership and to monitor compliance. These restrictions require shareholders and other security holders of the Company to seek the prior approval of gaming regulators and crown agents or register with gaming regulatory authorities if certain ownership thresholds are crossed. In order to ensure compliance with the prior approval requirements and regulatory restrictions placed on ownership of the Company s securities, the Articles of the Company contain specific provisions (the Share Constraints ) restricting the ability of a shareholder to acquire, directly or indirectly, 10% or more of the outstanding Common Shares of the Company without first obtaining required regulatory approvals. These provisions are in addition to other provisions in the Articles of the Company that require advance notice and prior approval of the Company to acquire more than 5% of the outstanding Common Shares of the Company. The Share Constraints provide that a person who acquires, agrees to acquire, holds, or beneficially owns or controls 10% or more of the outstanding Common Shares of the Company may not acquire or dispose of any Common Shares of the Company until that person complies with the terms of the Share Constraints. Under its Articles, the Company may enforce the Share Constraints by placing stop transfers on Common Shares or

8 - 6 - seeking injunctive or other relief to ensure compliance with the Share Constraints. The share certificates for the Common Shares include a legend regarding regulatory constraints on share ownership and give notice of the Share Constraints. A detailed description of the restrictions on share ownership can be found in the Company s annual information form for the year ended December 31, 2015 which was filed on the Company s SEDAR profile at on March 9, A copy of the Articles of the Company, including the Share Constraints, was filed on SEDAR on July 20, Normal Course Issuer Bid On February 23, 2015, the Company announced a normal course issuer bid (the Bid ) authorizing the Company to purchase up to 5,033,078 of its Common Shares, representing approximately 10% of the issued and outstanding Common Shares in the public float as at February 18, The Bid commenced on February 26, 2015 and terminated on February 25, 2016 during which a total of 2,287,225 Common Shares were purchased and cancelled. On March 9, 2016, the Company announced a Bid authorizing the Company to purchase up to 5,312,609 of its Common Shares, representing approximately 10% of the issued and outstanding Common Shares in the public float as at March 2, The Bid commenced on March 14, 2016 and will terminate on March 13, 2017 or earlier if the number of Common Shares sought under the Bid are obtained. No Common Shares have been purchased under this Bid as of the date of this Information Circular. The Common Shares permitted to be acquired pursuant to the Bid is through the facilities of the Toronto Stock Exchange, and other Canadian market places and payment for the shares are in accordance with the TSX s rules. No purchases have or will be made other than by means of open market transactions during the term of the Bid and conducted at the market price at the time of acquisition. All shares purchased by the Company through the Bid commencing on March 14, 2016 will be subsequently cancelled. FINANCIAL STATEMENTS The audited consolidated financial statements of the Company for the year ended December 31, 2015, with related management s discussion and analysis thereof and the independent report of the auditor will be tabled at the Meeting. Nominees for Election ELECTION OF DIRECTORS Management proposes that the number of directors be fixed at eight, reducing the size of the Board from nine positions. Shareholders will therefore be asked to approve an ordinary resolution that the number of directors elected to be fixed at eight. William A. Dimma has decided not to stand for re-election to the Board. All of the nominees for election at the Meeting are currently directors of the Company. If, however, one or more of them should become unable to stand for election, it is likely that one or more other persons would be nominated for election at the Meeting. The persons named in the Proxy intend to vote for the election of the proposed nominees set out below and to exercise their discretionary authority to vote for the election of any other person in place of a nominee unable to stand for election. The Company is committed to nominating highly qualified individuals to fulfill director roles. The Board recognizes that a diverse and inclusive environment that values diversity of thought, background, skills and experience ensures that Board members provide the necessary range of perspectives, experience and expertise required to achieve effective governance.

9 - 7 - The Corporate Governance Committee is responsible for recommending director nominees to the Board. Candidates are considered based on merit after taking into account the considerations deemed relevant by the Committee. The Corporate Governance Committee assesses the competencies and skills of the current members of the Board and maintains a matrix of competencies of the current members in order to assist in this assessment. Based on the talent already represented on the Board, the Corporate Governance Committee then identifies the specific skills, personal qualities or professional experiences to be possessed by a director nominee in light of the opportunities and risks facing the Company. The Corporate Governance Committee takes specific measures in recruitment to identify and attract a wellqualified group of candidates who will complement the other board members and improve the effectiveness of the Board, as a whole. In reviewing a candidate, the Corporate Governance Committee considers the candidate s experience, knowledge and skills in a number of areas as such an assessment is necessary in order to arrive at a balanced view of the candidate and the value that she or he can bring to the Board. Areas assessed by the Board include: (a) experience as a director of a public company, including corporate governance and stakeholder engagement, and knowledge of the gaming industry; (b) financial acumen and literacy, and knowledge of internal controls and management information systems; (c) operations experience including legal, compensation and human capital, land sales/purchase/development, marketing and customer satisfaction; and (d) independence from management. In addition to the evaluation of a candidate s knowledge, qualifications and expertise, such diversity factors as gender, age, cultural background and other personal characteristics, are also taken into account when considering and recommending nominees to the Board. As well the existing commitments of a potential candidate and their ability to fulfil the requirements for gaming registration in all jurisdictions, are also considered by the Corporate Governance Committee. The Board recognizes that gender diversity is a significant aspect of board diversity and acknowledges the important role that women with appropriate and relevant skills and experience play in contributing to diversity of perspective and effectiveness in the boardroom. The Board has not set specific targets regarding gender representation (or other diversity-related targets) and instead is relying on the Corporate Governance Committee to consider all relevant factors in making recommendations on board appointments. The following disclosure sets out, as at the date of this Information Circular, (a) the names of management s nominees for election as directors and their residency, (b) all major offices and positions with the Company each now holds, (c) each nominee s principal occupation, business or employment for the last five years, (d) the period of time during which each has been a director of the Company, and (e) the number of Common Shares beneficially owned by each, directly or indirectly, or over which each exercised control or direction, as at March 14, 2016.

10 - 8 - Name of Nominee; Current Position with the Company and Province and Country of Residence Age (1) Occupation, Business or Employment (2) PETER G. MEREDITH (4)(5) Chairman of the Board British Columbia, Canada ROD N. BAKER President and Chief Executive Officer, Director, and Corporate Secretary Ontario, Canada NEIL W. BAKER (6)(7) Director Ontario, Canada LARRY W. CAMPBELL (6)(8)(9) Director British Columbia, Canada 72 Director of Ivanhoe Mines Ltd. (formerly Ivanplats Limited, a Canadian mining development and exploration company listed on the TSX) since May 1998; Deputy Chairman, Turquoise Hill Resources Ltd. (formerly Ivanhoe Mines Ltd., an international mineral exploration and development company listed on the TSX, NYSE and NASDAQ) from May 2006 to April 2012; Chairman of SouthGobi Resources Ltd. (an integrated coal mining, development and exploration company; listed on the TSX and HKSE) from October 2009 to September 2012; Member of Chartered Professional Accountants of British Columbia and Ontario; Member of the Institute of Chartered Accountants of British Columbia since 1982; Member of the Chartered Accountants of Ontario since Chief Executive Officer of the Company since October 2011; Interim Chief Executive Officer of the Company from September 2011 to October 2011; President of the Company since January 2010; President, Ridgeline Corporation (involved in financial services and merchant banking) since May Senior Partner of Gordon Investment Partners (involved in financial services and merchant banking) since November 1987; Owner of Ridgeline Corporation (involved in merchant banking) since May 1995; Director of Northstar Aerospace Inc. (manufacturer of components and assemblies for the global aerospace industries) (listed on TSX:NAS) from September 2009 to June Senator, Government of Canada since August 2005; President, Mortis Consulting Ltd., since March 1997; Board member of Asantae Holdings International Inc. (involved in producing and marketing nutritional products) from July 2010 to March 2014 Period as a Director of the Company Since June 9, 2000 Since June 23, 2010 Since November 10, 2011 Since June 20, 2008 Common Shares Beneficially Owned or Controlled (3) 70,000 74,914 10,943,600 Nil

11 - 9 - MARK A. DAVIS (6)(8)10) Director Ontario, Canada 57 President and Chief Executive Officer of Chemtrade Logistics Income Fund since May 2001 (a publicly traded Canadian income trust involved in providing industrial chemicals and services to customers in North America and around the world )listed on the TSX:CHE.UN); Lawyer called to the Bar in Ontario in 1984 Since June 20, ,575 THOMAS W. GAFFNEY (4)(6)(10) Director British Columbia, Canada 66 President, Thomas Gaffney Architect Inc. since July 1986; Registered Professional member of the Architectural Institute of British Columbia and an Associate Member of the Saskatchewan Association of Architects; member of the Institute of Corporate Directors Since June 30, ,000 KAREN A. KEILTY (6) Director British Columbia, Canada 56 Commissioner, BC Utilities Commission since June 2014; Member of Executive Committee, Canada s Energy and Utility Regulators since September 2015; Director, STMC High School since September 2013; Director, Quest University since July 2013; Director, Social Venture Partners (a non-profit organization) from June 2012 to June 2015; Partner, Audit and Advisory, Deloitte LLP from 1994 to May 2014; President, Institute of Chartered Accountants of British Columbia from June 2009 to June 2010; Council Member, Institute of Chartered Accountants of British Columbia from June 2005 to June 2009; Fellow of Chartered Professional Accountants of British Columbia; and Fellow and Member of the Institute of Chartered Professional Accountants of British Columbia since 1986 and US CPA (Illinois); Institute of Corporate Directors (ICD.D) since September 2015 Since December 16, ,000 DAVID L. PRUPAS (4)(10) Director British Columbia, Canada 73 President and Chief Operating Officer, of the Richards Packaging group of companies including Richards Packaging Inc. (a publicly traded income trust listed on the TSX) since 1977; Member Emeritus of the National Association of Container Distributors (North America) since November 2011 and past President Since June 30, ,500

12 Notes: (1) The Company does not have a Retirement Policy for Directors. (2) The information as to principal occupation, business or employment is not within the knowledge of the management of the Company and has been furnished by the respective nominees. Each nominee has held the same or a similar principal occupation with the organization indicated or a predecessor thereof for the last five years. (3) The number of Common Shares beneficially owned or controlled or directed, directly or indirectly by the nominees is based on information furnished to the Company by the nominees and from insider reports available at (4) Member of the Audit Committee. (5) Mr. Meredith served as a Director of Ivanhoe Energy Inc. from December 2007 to December On February 20, 2015, Ivanhoe Energy Inc. filed a Notice of Intention to Make a Proposal under subsection 50.4(1) of the Bankruptcy and Insolvency Act (Canada). Cease trade orders were issued against Ivanhoe Energy in Alberta on July 15, 2015, in Quebec on May 7, 2015, in Manitoba on May 6, 2015, in Ontario on May 4, 2015 and in British Columbia on April 14, 2015 in respect of failing to file its audited financial statements and associated filings for the year ending December 31, 2014, which the cease trade orders remain in effect as at the date of this Information Circular. On June 2, 2015, having failed to file a proposal under the Bankruptcy and Insolvency Act (Canada), Ivanhoe Energy Inc. was assigned into bankruptcy. (6) Member of the Corporate Compliance & Security Committee. (7) Mr. N. Baker resigned on June 14, 2012 as a director of Northstar Aerospace Inc., a manufacturer of components and assemblies for the global aerospace industries that was listed on the TSX. On August 24, 2012, the Ontario Supreme Court of Justice declared Northstar Aerospace Inc. bankrupt and all of the assets of the company were sold. (8) Member of the Corporate Governance Committee. (9) Mr. Campbell was a director of CY Oriental Holdings Ltd. (a China-based manufacturer and value-added supplier of apparel and fashion products to leading international brands and retailers listed on the TSX-V) from May 2006 to April The shares were suspended from trading on the TSX Venture Exchange and were delisted due to the inability of CY Oriental Holdings Ltd. to meet continued listing requirements. Effective April 8, 2009, Mr. Campbell resigned from the board of directors of CY Oriental Holdings Ltd. (10) Member of the Compensation Committee. Majority Voting Policy The Company has adopted a majority voting policy (the Majority Voting Policy ) that applies to the election of directors. Under the Majority Voting Policy, a director who is elected with more votes withheld than cast in favour of his or her election will be required to tender his or her resignation to the Chairman of the Board. The resignation will be effective when accepted by the Board and the nominee director will not participate in any committee or Board meetings or deliberations on this matter. The policy does not apply in circumstances involving contested director elections. The Corporate Governance Committee will consider the resignation and make a recommendation to the Board on whether the resignation should be accepted. In considering the recommendation of the Corporate Governance Committee, the Board will consider the factors taken into account by the committee and such additional information and factors that the Board considers to be relevant. The Board expects that resignations will be accepted unless there are extenuating circumstances that warrant a contrary decision. The Board will announce its decision (including the reasons for not accepting any resignation) by way of a news release within 90 days of the date of the meeting at which the election occurred and provide a copy of the news release to the Toronto Stock Exchange. If the resignation is accepted, subject to any applicable law, the Board may leave the resultant vacancy unfilled until the next annual general meeting, fill the vacancy through the appointment of a new director or call a special meeting of shareholders at which there will be presented one or more nominees to fill any vacancy or vacancies. A copy of the Majority Voting Policy can be viewed on the Company s website as part of the 2016 Meeting Materials at

13 Shareholder Engagement Policy The Company values the views and opinions of its shareholders and believes that Board engagement and communication with shareholders strengthens the Board s role and function. The Board adopted a Shareholder Engagement Policy to effectively manage shareholder communication. The Board has developed a formal procedure to ensure the effective handling of shareholder feedback and that questions and concerns are appropriately addressed. Any such communications will be subject to compliance with all applicable laws, including applicable securities disclosure rules regarding disclosure of non public information and selective disclosure. A copy of the Shareholder Engagement Policy is attached as Schedule B to this Information Circular. Advance Notice Policy On May 7, 2014, the Board adopted an advance notice policy (the Advance Notice Policy ), which sets out advance notice requirements for the nomination of directors. The Advance Notice Policy provides for advance notice to the Company in circumstances where nominations of persons for election to the Board are made by shareholders of the Company other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (British Columbia) (the BCBCA ) or (ii) a shareholder proposal made pursuant to the provisions of the BCBCA. The Advance Notice Policy was filed on the Company s SEDAR corporate profile at on May 7, At the Meeting, Shareholders will be asked to ratify, confirm and approve the Advance Notice Policy by passing an ordinary resolution, the details of which is set out under heading below PARTICULARS OF MATTERS TO BE ACTED UPON Ratification of Advance Notice Policy. Such resolution will also authorize any amendment to the Policy as the Board deems it appropriate and in the best interest of the Company and to do so without further confirmation, ratification or approval of the Shareholders. The Advance Notice Policy must be approved by a simple majority of the votes cast on the resolution at the Meeting. Pursuant to the Advance Notice Policy adopted by the Board on May 7, 2014 and discussed in this Information Circular, any additional director nominations for the Meeting must have been received by the Company in compliance with the advance notice policy by no later than the close of business on April 8, If no such nominations were received by the Company prior to such date, management s nominees for election as directors set forth above will be the only nominees eligible to stand for election at the Meeting. Alteration to Company s Articles to include Advance Notice Provisions The Company is also seeking authorization from the Shareholders to alter its Articles to include the proposed Advance Notice Provision by a special resolution of the Shareholders. For purposes of the Meeting, if the Company s shareholders approve the proposed amendment to the Company s Articles (the Alteration or Alterations ) contemplated below in the section entitled PARTICULARS OF MATTERS TO BE ACTED UPON Alteration to Articles to include Advance Notice Provisions, then the Advance Notice Policy will terminate following the termination of the Meeting and will be concurrently superseded by the Alteration. If the shareholders of the Company do not approve the Alteration, then the Advance Notice Policy of the Company will be of no further force and effect following the termination of the Meeting. The Board has concluded that the Advance Notice Policy and Advance Notice Provision are in the best interests of the Company and its Shareholders. The Board recommends that Shareholders vote in favour of the proposed resolutions. Unless otherwise directed, it is the intention of the Management Designees, if named as Proxyholder, to vote in favour of the proposed resolution.

14 APPOINTMENT OF AUDITOR Deloitte LLP, Chartered Accountants, Suite 2800, 1055 Dunsmuir Street, Vancouver, British Columbia Canada V7X 1P4 will be nominated at the Meeting for reappointment as auditor of the Company to serve until the close of the next annual general meeting of shareholders, at a remuneration to be fixed by the directors. Deloitte LLP was first appointed auditor of the Company on March 10, The persons named in the Proxy intend to vote for the appointment of Deloitte LLP. Fees paid or accrued by the Company for audit and other services provided by Deloitte LLP, Chartered Accountants are disclosed under External Auditor Service Fees in the Company s most recent Annual Information Form filed on the Company s SEDAR corporate profile at and on the Company s website at CORPORATE GOVERNANCE The Canadian Securities Administrators have adopted National Instrument Disclosure of Corporate Governance Practices and National Policy Corporate Governance Guidelines. These rules provide nonprescriptive guidelines on corporate governance practices and require issuers to disclose the corporate governance practices that they have adopted. The Board believes that good corporate governance improves corporate performance and benefits all shareholders and is committed to maintaining high standards of corporate governance. The Board established a comprehensive corporate governance policy in November 2004 and continually assesses its governance practices and corporate governance policies as requirements evolve. A discussion of the Company s approach to corporate governance is set out in Schedule A to this Information Circular. The disclosure set out in Schedule A has been prepared under the direction of the Company s Corporate Governance Committee and has been approved by the Board. COMMITTEES OF THE BOARD For 2015, the Board established committees responsible for overseeing audit, risk, finance, corporate governance, compensation of senior executive officers and directors, and corporate compliance and security. Appointments to each committee were confirmed on June 16, Audit Committee The Audit Committee has three members: Peter G. Meredith, CPA, CA (Chair, since March 3, 2014), Thomas W. Gaffney and David L. Prupas. All members of this committee are independent directors. The Audit Committee is responsible for reviewing and reporting on the Company s financial information, audit process and system of internal controls, risk management and all matters relating to finance for the Company, including: capital structure, equity and debt financings, share re-purchase activities, cash management, banking activities and relationships, investments, foreign exchange activities, swaps and hedging transactions, financial policies and those covering related party transactions. The Audit Committee has oversight responsibilities for reviewing with management, business opportunities and management strategies and making recommendations to the Board on the annual financial and capital budgets, proposed acquisitions and divestitures, material expenditures or commitments including proposed capital projects, major contracts, any material out-of-budget expenditures and discretionary authorities. The Audit Committee provides recommendations to the Board on the engagement of the external auditors and their remuneration, and provides oversight to the audit engagement. All members of the Audit Committee are financially literate as defined in National Instrument Audit Committees. In addition, the Audit Committee has oversight responsibilities for reviewing with management, the developments and progress made on its strategies for managing key business risks including: business

15 disruption, talent management and changes to regulatory environment. A listing of significant risk factors applicable to the Company is provided in the Company s Annual Information Form. Corporate Governance Committee The Corporate Governance Committee has three members: Mark A. Davis (Chair, since June 16, 2015), Larry W. Campbell (served as Chair until June 16, 2015), and William A. Dimma. All members of this committee are independent directors. David L. Prupas also served on the Corporate Governance Committee until June 16, The Corporate Governance Committee is responsible for reviewing and making recommendations to the Board regarding the Company s corporate governance policies and its practice among the Company s Board and senior management, developing the Company s procedures regarding corporate governance, and the oversight of succession planning for executive officers of the Company. In addition, this committee has the responsibility for making recommendations to the Board regarding nominations and the filling of vacancies on the Board, considering the competencies and skills the Board, as a whole, does and should possess, and reviewing the composition and performance of the Board, its members, its committees, the Committee Chairs and the Chairman. Compensation Committee The Compensation Committee has four members: David L. Prupas (Chair, since June 16, 2015), Mark A. Davis, Thomas W. Gaffney (served as Chair until June 16, 2015) and from June 16, 2015 William A. Dimma. All members of this committee are independent directors. Peter G. Meredith also served on the Compensation Committee until June 16, The Compensation Committee is responsible for reviewing and making recommendations to the Board regarding the hiring, compensation, benefits and termination of the executive officers of the Company and this committee is also responsible for the development and supervision of the Company s approach to compensation for directors, executive officers and senior management, including short and long-term incentive plans and related objectives, and any changes to compensation of employees that would have a material impact on the Company s human resource expenses. The Compensation Committee annually considers and reviews any risks associated with the Company s compensation policies, programs and practices. See Compensation Discussion & Analysis Compensation Committee Report. Corporate Compliance & Security Committee The Corporate Compliance & Security Committee has five members: Larry W. Campbell (Chair, since June 16, 2015), Neil W. Baker, Mark A. Davis (served as Chair until June 16, 2015), Thomas W. Gaffney and from June 16, 2015 Karen A. Keilty. Peter G. Meredith also served on the Corporate Compliance & Security Committee until June 16, A majority of the members of this committee are independent directors. The Corporate Compliance & Security Committee oversees the Company s ethics and compliance programs, the adequacy of the Company s surveillance and security protocols and procedures across all locations, the adequacy of the Company s security and personal safety program for directors and executives, and the Company s Compliance Plan with respect to regulatory requirements and the conduct of gaming, so that these programs are operating properly and meet the needs of the Company. The Corporate Compliance & Security Committee has the authority to retain any independent consultants that it determines to be necessary to permit it to carry out its duties.

16 Compensation Committee Report COMPENSATION DISCUSSION & ANALYSIS The function of the Compensation Committee is to assist the Board in fulfilling its responsibilities relating to the compensation practices of the Company for directors, executive officers and senior management. Specifically, this committee evaluates the performance of the executive officers of the Company and recommends to the Board their compensation levels, including any distributions under the Company s short, medium and long-term incentive plans. The Compensation Committee also reviews the strategic objectives and administration of the Company s share-based compensation plan and establishes guidelines for grants under the plan. It also provides risk oversight of the Company s compensation programs, policies and practices, and considers any other relevant matters which should be taken into account in reaching the recommendation to the Board concerning the compensation levels of the Company s executive officers. The Compensation Committee periodically engages independent third parties to conduct such surveys and studies as the committee deems appropriate. The Compensation Committee acts alone when considering the compensation of the President and Chief Executive Officer. This committee assesses the performance of all other senior officers with the assistance of the President and Chief Executive Officer. All proposed senior officer compensation is then presented to the Board for approval. This process is demonstrated in the flow chart below: The Compensation Committee periodically reviews and makes recommendations to the Board on Director Compensation. The last comprehensive review of Director Compensation, with the assistance of independent consultants, was conducted in Recommendations from that review were implemented in The Company strives to attract, motivate and retain high-quality executives by providing total compensation that is performance-based and competitive with the various industries and labour markets in which the Company competes for talent. The Company provides incentives to advance the interests of shareholders and levels of compensation that are commensurate with performance. The Company is committed to offering an executive compensation program that provides a market competitive balanced mix of salary and incentives. The incentive component of the compensation program is aligned to both corporate performance and shareholder returns. Total cash compensation recognizes both strategic and operational responsibilities and, when applicable, above average results. The Company s compensation philosophy, as adopted by the Board, is that the Company be broadly market competitive in relation to the comparator group, selected from time to time by the Company, with base salary targeted at the 50th percentile with the ability to be positioned at the 75th percentile, based on performance when incorporating awards under cash settled incentive plans. The Company believes that this mix of base and variable pay aligns the activities of its executives with shareholder interests in that enhanced pay is variable, only occurs when performance warrants it and resets each year. The comparative external labour market

17 consists of a mix of established companies of a similar economic size and market capitalization in the Canadian lottery, gaming, hospitality and entertainment sectors and may also include companies with similar annual gross revenues. The initial group of Canadian comparators was adopted by the Compensation Committee in 2005 based on a recommendation from an independent third party consulting firm (Watson Wyatt Worldwide) and has been periodically reviewed and changes made as necessary. Further, U.S. gaming sector compensation trends and practices are referenced as necessary to ensure optimal attraction and retention objectives are addressed. The Compensation Committee reviewed the comparator companies during its 2012 review of the Director Compensation and in March The peer comparator group adopted in 2010 changed with the addition of Whistler Blackcomb Holdings Inc. and the removal of H&R REIT, Ameristar Casinos Inc. (acquired in 2013), MTR Gaming Group (acquired in 2014) and Astral Media Inc. (acquired in 2014). The peer comparator companies which were removed due to acquisitions no longer had similar economic size and market capitalization after being acquired. The current approved comparator group comprises of: U.S. mid-market gaming companies: Churchill Downs Inc. Isle of Capri Casinos, Inc. Pinnacle Entertainment Inc. Canadian entertainment companies: Corus Entertainment Inc. IMAX Corporation Lions Gate Entertainment Corp. TVA Group Inc. Canadian real estate holding companies: Canadian Apartment Properties REIT Chartwell Seniors Housing REIT InnVest REIT, Morguard Corp. Morguard Corp. TWC Enterprises Limited (formerly ClubLink Enterprises Limited) Whistler Blackcomb Holdings Inc. In addition, the Company also participates in and relies on general compensation surveys administered by Towers Watson Canada Inc., Mercer (Canada) Limited, and the Conference Board of Canada. The general survey data is also used for the purpose of non-executive compensation. The aggregate of the Company s executive compensation strategies are intended to provide for overall fairness and equity in structure, processes and practices, and demonstrate the Company s commitment to share in wealth creation. This philosophy drives the following compensation mix: Base pay and merit adjustments are targeted at the 50 th percentile; Benefits, pension and vacation are targeted at or below the 50 th percentile;

18 Short term variable pay are targeted at the 75 th percentile; and Long term incentive awards (share options or Options ) are targeted at the 75 th percentile. Base pay for executive officers is determined by evaluating the responsibilities inherent in the position held and the individual s experience and past performance, as well as by reference to the competitive marketplace for executive management talent. Though there may be year-to-year variances, the Compensation Committee targets annual base salary for a given position at the 50 th percentile. Base pay and merit adjustments are reviewed annually to ensure that the Company remains market competitive. The merit budget for merit warranted payments is set based on prevailing market data and consideration for the Company s ability to pay. For the Chief Financial Officer and Chief Operating Officer, there is an additional level of oversight as the President and Chief Executive Officer makes recommendations to the Compensation Committee on any salary adjustments based on performance and the Compensation Committee, in turn, makes a recommendation to the Board for approval; for the President and Chief Executive Officer, it is the Compensation Committee of the Board that reviews and recommends to the Board any salary adjustment based on performance. Details of the base salaries provided to the Company s Named Executive Officers ( NEOs ) are disclosed in the Salary column of the Summary Compensation Table in this Information Circular. Benefits, Vacation and Perquisites Annual vacation for the NEOs follows the Company s policy and practice for all salaried employees and has a maximum entitlement of five weeks after 20 years of service. Effective January 1, 2016, the Company s Executive Vacation Policy was amended to disallow carry over of unused vacation entitlement into a subsequent calendar year. If the Executive does not take their entire paid annual vacation entitlement in the calendar year in which it was earned, the Executive s entitlement to vacation pay for that year shall be limited to the greater of i) the vacation pay for the vacation time actually taken, or ii) the minimum vacation pay required under applicable employment legislation. There is a transition period to use up any accrued unused vacation days prior to January 1, 2015 by January 1, 2018 with any unused vacation days remaining as of this date being paid out. The intent of the amendments is to encourage Executives to utilize their vacation entitlements. With respect to perquisites, the Company prefers to take a minimalist approach. The limited perquisites the Company may provide to its executives include reimbursement for the difference in cost between business purpose and personal use for automobile insurance and personal and/or home security. The Company may provide personal and home security to executives based on a corporate risk assessment and on an as required basis. Details of the benefits and perquisites provided to the Company s NEOs are disclosed below in the All Other Compensation column of the Summary Compensation Table. Pension and Retirement The Company and participating subsidiaries, has a defined contribution registered pension plan (the Registered Pension Plan ) in place for eligible employees. All employees hired on a permanent basis are automatically enrolled. Employees are required to make basic contributions of 2% of gross pay to the Registered Pension Plan and the Company matches the employee s contribution. The employee has the opportunity to make additional voluntary contributions to the Registered Pension Plan of up to 14% of gross pay on a pre-tax basis. The Registered Pension Plan s two year vesting provision in British Columbia was eliminated effective October 31, 2015 in response to new pension legislation. The Registered Pension Plan has a six month waiting period before a new hire becomes a member of the Registered Pension Plan. Not all subsidiaries are participants in the Company s Registered Pension Plan. Where a subsidiary does not participate in the Company s Registered Pension Plan, that subsidiary offers a group RRSP or 401(k) plan to its employees. There is no specific executive pension plan or contribution formula.

19 Details of the pension or retirement benefit provided to the Company s NEOs are disclosed in the Defined Contribution Plan Table in this Information Circular. Short-Term and Medium-Term Variable Pay The Company offers two short-term variable pay programs to its participating subsidiaries. The majority of employees participate in the Profit Sharing Plan ( PSP ); while the NEOs, executive officers, and certain management positions participate in the Great Canadian Incentive Program ( GCIP ). Profit Sharing Plan All eligible employees in Canadian operations participate in the PSP, except for those who are eligible for participation in the GCIP or whose terms and conditions of employment are established by collective bargaining. The amount available for payout under the PSP is determined by corporate performance and is paid to eligible employees based upon length of service with the Company, the employees total earnings in that year and the level of the position in the Company. Payments are calculated by an approved formula based on consolidated pre-tax income. Profit sharing for the year 2015 was approved for payment in December 2015 in the amount of $1,925,420 (compared to $2,029,656 for 2014 and $2,219,108 for 2013). The percentage payout to eligible employees not covered by collective bargaining ranged from 1.9% to 7.0% (1.9% to 7.3% for 2014 and 1.9% to 7.6% for 2013) of gross earnings, excluding taxable benefits. Profit sharing for the year 2016 was approved for payment to eligible employees through a PSP hourly premium for hourly employees through bi-weekly payroll throughout the year and salary employees in the month of December. Great Canadian Incentive Program In prior years, the Company had a Short Term Incentive ( STI ) program for its NEOs, executive officers and certain management positions. On November 5, 2013, the Board approved the replacement of the STI plan with the GCIP which was implemented for financial The 2013 STI award was the last payment under the STI plan. The GCIP expanded eligibility to more participants within the organization as further incentive to achieve corporate objectives. The change was made to better align management performance with shareholder interests, and as such, the GCIP contains both a short-term component (cash) as well as a medium-term component (employee cash-settled Restricted Share Units or GCIP RSUs ). The new program aligns payout levels more effectively with the Company s results, and ensures that any rewards are appropriate in magnitude based on achieving corporate objectives. The GCIP s objective is to place a larger portion of an employee s total compensation at risk based on the level of responsibility within the Company. The performance metrics require approval by the Board s Compensation Committee. Management covered by the GCIP are excluded from participating in the PSP. Any rewards paid are first approved by the Board.

20 For 2015, the Compensation Committee recommended and the Board of Directors approved the GCIP performance metrics of actual annual earnings at both the property level and on a consolidated basis, as well as a new performance measure for overall guest satisfaction of the service provided by staff ( Adjusted EBITDA [1] ). The Adjusted EBITDA is compared to the Company s expected annual Adjusted EBITDA which was determined during the Company s 2015 budgeting process. For corporate GCIP participants, they will be assessed on 85% of the award level based on the consolidated Adjusted EBITDA performance and 15% of the award level based on the consolidated performance of the guest service metric but limited to the maximum percentage of consolidated Adjusted EBITDA achieved. For GCIP participants in operations with multi-site responsibilities, they will be assessed 65% of the award level based on the property level Adjusted EBITDA performance, 20% of the award level based on the consolidated Adjusted EBITDA performance and 15% of the award level based on the consolidated performance of the guest service metric. In addition to meeting budgeted Adjusted EBITDA, there is a minimum 93% target threshold requirement to be attained on a consolidated basis (a Consolidated Adjusted EBITDA threshold ) before any payment is made under the GCIP. As well, there is a maximum cap of 110% on both the property and the Consolidated Adjusted EBITDA threshold performance objective. No waiver or adjustment was made to the Board approved targeted Adjusted EBITDA metric in [1] Adjusted EBITDA as defined by the Company means Earnings Before Interest and financing costs (net of interest income), Income Taxes, Depreciation and Amortization, share-based compensation, impairment reversal of long-lived assets, restructuring and other, and foreign exchange gain and other. Adjusted EBITDA is derived from the consolidated statements of earnings, and can be computed as revenues less human resources expenses and property, marketing and administration expenses. We believe Adjusted EBITDA is a useful measure because it provides information to management about the operating and financial performance of the Company and its ability to generate operating cash flow to fund future working capital needs, service outstanding debt and fund future capital expenditures. Adjusted EBITDA is also used by the investors and analysts for the purpose of valuing the Company. The definitions are not recognized measures under International Financial Reporting Standards ( IFRS ), do not have standardized meanings prescribed by IFRS, and should not be construed to be alternatives to revenues and net earnings determined in accordance with IFRS or as indicators of performance, liquidity or cash flows. The Company s method of calculating these measures may differ from the method used by other entities and accordingly the measures may not be comparable to similarly titled measures used by other entities or in other jurisdictions.

21 The percentage of base salary at target was determined by evaluating similar positions in the labour markets and industries where the Company competes, combined with balancing management and internal equity considerations. Currently the GCIP percentage of base salary at target for eligible management and executive employees is 10% 30% and for executive officers it is 60% 100%. The range of distribution based on performance relative to target for management, executive employees and executive officers is 0% - 200% of their applicable target award. Distributions for the short-term component (cash) under the GCIP for the 2015 financial period were approved for payment of up to $699,878 (of which $85,383 was for the NEOs). By comparison, the Company had approved $2,601,018 (of which $879,620 was for the NEOs) in 2014 and $2,013,663 (of which $863,142 was for the NEOs) in 2013 under the STI. Distributions for the medium-term component under the GCIP for the 2015 financial period will be paid in 2017 and 2018 based on the fair value of vested GCIP RSUs. For the 2015 financial period, GCIP RSU will be issued with a grant date value equivalent to $36,619 none will be issued to the NEOs. By comparison, the Company issued 99,173 GCIP RSUs for the 2014 financial period with a grant date value equivalent to $2,242,302 at the time of issuance. This included 38,906 GCIP RSUs for the NEOs with a grant date value equivalent to $879,620. Distributions for the medium-term component under the GCIP for the 2014 financial period will be paid in 2016 and 2017 based on the fair value of vested GCIP RSUs. In 2016, approximately 41,000 GCIP RSUs will vest and were approved for payment, in accordance with the GCIP Employee Cash Settled Restricted Share Unit Plan in an amount equal to the number of vested GCIP RSUs multiplied by volume-weighted average price of the Company s Common Shares as traded on the TSX for the five trading days immediately preceding the vesting date. On occasion the Board may consider and make discretionary bonus payments to the Company s executive officers. Similarly, the President and Chief Executive Officer may consider and make discretionary bonus payments to the Company s senior management and other employees. Any such payments to the NEOs are described in the Summary Compensation Table footnotes in this Information Circular. Employee Share Purchase Plan The Company has an Employee Share Purchase Plan (the ESPP ) that is designed to align the interests of its employees with the shareholders of the Company. Eligible employees of the Company and its affiliates may elect to participate in the ESPP by contributing a percentage of their gross pay, as defined in the ESPP. Participating employees may contribute to the ESPP by way of payroll deductions to a registered or nonregistered account. The ESPP allows for contributions to be made by the Company. The Company suspended making contributions to the ESPP in 2009; however the Company intends to reinstate the employer contributions in the second quarter of The Company s contribution will equal 10% of the eligible employees contributions. For example, if an employee contributes 5% of their eligible earnings, the Company will contribute 0.5%. The funds deposited to the ESPP are used to purchase Common Shares on the open market at prevailing market prices. All purchases of Common Shares must be made at a price that is within 10% of the previous trading day s closing price. To be eligible to participate in the ESPP, the participant must have completed three months of continuous service. Employees whose terms and conditions of employment are established by collective bargaining are not eligible to participate in the ESPP. As at December 31, 2015, approximately 27% of eligible employees participated in the ESPP with a total of 720,696 Common Shares held under the ESPP. Currently share purchases are made on a bi-weekly basis.

22 Long-Term Incentive or Share Option Based Awards The Company utilizes annual Option grants for long-term incentive purposes for certain executive and management employees. The Company believes that Option grants align the interests of executive and management employees with those of the shareholders, encourage retention and reward long-term Company performance. Under the terms of the Company s 2007 Share Option Plan, the Board appoints a plan administrator ( Plan Administrator ) who is responsible for the general administration of the 2007 Share Option Plan and has the power to grant Options to purchase Common Shares of the Company subject to the ratification of the Board. Options granted vest equally over a three-year period and expire after five years from the date of grant. At the Plan Administrator s discretion, the number of Options granted is based on the employee s performance and expected future contributions, and a review of the employee s compensation levels including prior grants received. As of January 1, 2011, non-employee directors ceased being entitled to receive Option grants to purchase Common Shares, but all Options granted to such directors before January 1, 2011, remain subject to the terms and conditions of the 2007 Share Option Plan. There are no outstanding Options held by non-employee directors that were granted before January 1, There were 1,534,300 Options awarded to all eligible employees, including NEOs, for 2015 and 1,503,350 Options awarded to all eligible employees, including NEOs, for Awarding Options to eligible employees in December 2015 in respect of 2016 was predicated on possible changes to the tax treatment of stock options, which the Government of Canada indicated on November 20, 2015 and were to take effect upon such changes being formally announced and that stock options issued before that time would be grandfathered. Due to the uncertainty on the timing and effective date of the tax changes, the Board approved a December 2015 grant to preserve the existing tax treatment at the time of the grant for eligible employees. Accordingly, there will be no annual Option grant awarded in 2016 for financial year Compensation Risk Oversight The responsibilities of the Compensation Committee include the review, consideration and mitigation of risks associated with the Company s compensation policies and practices. The Compensation Committee undertakes an annual formal review of the Company s compensation programs, policies and practices and considers the following: any risks inherent in policies and practices that differ significantly among business units, or for executive officers; the design, structure, policies and practices surrounding short-term, medium-term and long-term bonus programs (including policies or practices whereby incentive plan awards are based on or heavily weighted towards a significantly short-term accomplishment while the risk to the Company extends over a longer term and award plans to executives that do not have a maximum or payout limit); the quantum of benefits and perquisites offered to executives; the design and policies surrounding base salary compensation for executive officers including the use of external consultants and external market data for periodic review and the use of comparator companies for benchmarking; the inclusion of risk management and regulatory compliance as a component of performance measurements; and the ratio of executive officers compensation expense to the Company s revenue. The Compensation Committee undertook a formal risk review again in March 2016, and determined that there were no significant risks identified arising from the Company s compensation policies and practices that are reasonably likely to incentivize risk taking that would have a material adverse financial impact to the Company. Anti-Hedging Policy The Company s Securities Trading Policy prohibits insiders from participating in short selling of the Company s securities, or buying or selling of a put or a call or any other derivative security of the Company that is designed to hedge or offset a decrease in market value of equity securities held by insider except for customary short-term trading activities designed to facilitate the exercise of Options. The Company requires insiders to disclose their intention to trade and seek pre authorization prior to doing so.

23 Claw-Back Policy Effective November 1, 2015 the Company implemented a claw-back policy on incentive-based compensation applicable to certain executive officers and senior management. This policy provides that if a restatement of the Company s financials is required and, as a result of such restatement, any or all incentive-based compensation given to a current or former executive subject to this policy would have been different and the executive officer contributed to the circumstances requiring the restatement due to gross negligence, wilful misconduct, fraud or violation of any of the Company s rules or any applicable legal or regulatory requirements or breach of fiduciary duty to the Company or its shareholders, such incentive-based compensation may be clawed back from the executive. The Board applies discretionary power to determine the extent of the reimbursement for the incentive-based award during the 24-month period preceding the date in which the Company is required to prepare an accounting restatement. At the Board s direction, the Company will use reasonable efforts to recover all or a portion of the incentive-based award from executives who received such award. Compensation Governance The Board has a Compensation Committee with the responsibilities described under Committees of the Board - Compensation Committee in this Information Circular. Since June 16, 2015, the members of the Compensation Committee are David L. Prupas (Chair), Mark A. Davis, William A. Dimma and Thomas W. Gaffney and, all of whom are independent. Mr. Prupas, the Chair of the Compensation Committee, is a businessperson and is financially literate, and serves on the Audit Committee. Mr. Davis is a business person and a lawyer who has had broad exposure to a number of industries. He served as a partner with one of Toronto s major law firms and has had over 15 years in the chemical industry. Mr. Dimma is financially literate through his extensive educational background and experience from serving as a director on over 90 boards, including being a past member of the Company s Audit Committee. Mr. Gaffney is a businessperson and is financially literate, and serves on the Audit Committee. Mr. Gaffney possesses significant experience in assessment and certification of performance compensation within the real estate and development industries, and is competent in executive and director compensation. The Compensation Committee considers and makes recommendations to the Board with respect to compensation to the Company s directors and executive officers. Executive Compensation-Related Fees Executive and Board compensation-related services provided to the Compensation Committee and management in financial 2015 and 2014, and related fees, are as follows: Service Provider Engaged by Services Towers Watson Canada Inc. Compensation Committee 2015: Review executive compensation (C- Suite) and total take analysis and alignment analysis Fees Billed in 2015 Fees Billed in 2014 $41,001 Nil

24 Performance Graph The Company s Common Shares trade on the Toronto Stock Exchange ( TSX ) under the symbol GC. The performance graph as set out below compares the Company s cumulative total shareholder return for $100 Canadian dollars invested in its Common Shares on December 31, 2010 against the cumulative total return of the TSX Composite Index ( S&P/TSX COMP IDX ) for the five most recently completed financial years of the Company. The Company has not paid any dividends. For Date Dec 31, 2010 Dec 31, 2011 Dec 31, 2012 Dec 31, 2013 Dec 31, 2014 Dec 31, 2015 GC S&P/TSX Comp Index GC Close Price $ 7.95 $ 8.38 $ 9.55 $ $ $ The following chart depicts the percentage change in the Company s stock price as compared to the TSX composite index and shows the percentage change in base salary and bonus for the NEOs during the same period.

25 For the purposes of the above chart, NEO compensation is defined as base salary and bonus earned applicable to each financial year. While the number of NEOs (typically the Company has five NEOs) may have changed over the years, the graph shows alignment between share value and the level of cash compensation paid to the NEOs. During 2010, the Company had six NEOs as a result of changes in the Chief Financial Officer position and this influenced the 2010 data. For 2011, the Company also had six NEOs as a result of the passing of the Chairman and Chief Executive Officer and this also influenced the 2011 data. NEO compensation was higher in 2013 due mainly to the payment of a Special Share-based Award in 2013 (see footnote 6 in the table under Summary Compensation Table ). For 2014 and 2015 excluding the impact of the Special Share-based Award in 2013, NEO compensation shows a direct correlation to the performance of the Company s share price.