ENTERTAINMENT ONE LTD. ( ENTERTAINMENT ONE CAYMAN ) THE SCHEME SHAREHOLDERS

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1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt as to any aspect of this document or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, lawyer, professional accountant, or other professional adviser. If you have sold or transferred all your ordinary shares in Entertainment One Ltd. you should at once hand this document and the accompanying forms of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. INFORMATION CIRCULAR OF ENTERTAINMENT ONE LTD. IN RELATION TO A PROPOSED SCHEME OF ARRANGEMENT UNDER SECTION 86 OF THE COMPANIES LAW (2009 REVISION) OF THE CAYMAN ISLANDS BETWEEN ENTERTAINMENT ONE LTD. ( ENTERTAINMENT ONE CAYMAN ) and THE SCHEME SHAREHOLDERS and ENTERTAINMENT ONE LTD. ( ENTERTAINMENT ONE CANADA ) (a company incorporated under the laws of Canada) (as those terms are defined in this document) 3 JUNE 2010 A Notice convening the Court Meeting of the Scheme Shareholders (all defined herein) to be held at the offices of Mayer Brown International LLP, 201 Bishopsgate, London EC2M 3AF, United Kingdom on 28 June 2010 at 3.00 p.m. BST is set out at Annex F of this document. WHETHER OR NOT YOU ARE ABLE TO ATTEND THE COURT MEETING OR ANY ADJOURNMENT THEREOF, YOU ARE STRONGLY URGED TO COMPLETE AND SIGN THE ENCLOSED FORM OF PROXY OR FORM OF VOTING DIRECTION IN RESPECT OF THE COURT MEETING IN ACCORDANCE WITH THE INSTRUCTIONS PRINTED THEREON, AND TO LODGE THEM WITH ENTERTAINMENT ONE CAYMAN AT THE ADDRESSES STATED IN THE ENCLOSED FORM OF PROXY OR FORM OF VOTING DIRECTION, AS SOON AS POSSIBLE BUT IN ANY EVENT NOT LATER THAN THE TIMES AND DATES AS STATED IN THE ENCLOSED FORM OF PROXY OR FORM OF VOTING DIRECTION. This document does not comprise a prospectus for the purposes of the Prospectus Rules issued by the UK Financial Services Authority and has not been approved or filed with the UK Financial Services Authority or any other competent authority.

2 Dear Shareholders, A special ordered court meeting ( Court Meeting ) of the ordinary shareholders of Entertainment One Ltd., a Cayman Islands company ( Entertainment One Cayman ), will be held on 28 June 2010, commencing at 3.00 p.m., BST at the offices of Mayer Brown International LLP, 201 Bishopsgate, London, EC2M 3AF, United Kingdom. At the Court Meeting, you will be asked to vote on a proposal for a scheme of arrangement that would change the place of incorporation of the ultimate parent holding company of the Entertainment One group of companies (the Group ) from the Cayman Islands to Canada, through a scheme of arrangement under Cayman Islands law. Completion of the proposed scheme of arrangement will result in an exchange of your ordinary shares in Entertainment One Cayman for an equal number of common shares of Entertainment One Ltd., a newly incorporated Canadian company ( Entertainment One Canada ). In connection with the proposed scheme of arrangement, Entertainment One Canada has also made applications to the Financial Services Authority and to the London Stock Exchange for admission of all of the common shares of Entertainment One Canada to a standard listing on the Official List and to trading on the London Stock Exchange s main market for listed securities (together Admission ). The Admission and the scheme of arrangement are in effect interdependent on each other. If the scheme of arrangement does not become effective the Admission will not take place. Likewise, if prior to the scheme of arrangement becoming effective Entertainment One Canada receives notice that the Admission will not take place, the scheme of arrangement will not become effective. Accordingly, upon completion of the scheme of arrangement and the Admission, your common shares in Entertainment One Canada will be listed on the Official List and the holding company of the Group will be in Canada. Our Board of Directors has unanimously determined that changing the place of incorporation of our holding company to Canada and the Admission to the Official List are in the best interests of Entertainment One Cayman and its shareholders. In summary, our Board of Directors believes that changing our place of incorporation will increase the attractiveness of the Group to existing and potential investors, enable the Group to simplify its capital structure and more efficiently and economically satisfy certain Canadian regulatory requirements applicable to businesses operating in the Canadian film and television distribution industry. In addition, our Board of Directors believes that Admission to the Official List will provide improved liquidity of the common shares, and enhanced corporate exposure to an enlarged investor base. The reasons for the scheme of arrangement and the other proposals are discussed in further detail in the accompanying information circular. The circular also provides important information about the proposals described above. We encourage you to read the entire document carefully, including the Risk Factors of the circular, before voting by proxy or at the Court Meeting. Your vote is very important. Our Board of Directors unanimously recommends that you vote FOR all of the proposals set out in the circular. To ensure that your ordinary shares are voted in accordance with your wishes, please mark, date, sign and return the accompanying proxy card in the enclosed, postage-paid envelope as promptly as possible. If you hold your ordinary shares beneficially through the company s depository interest facility with Capita IRG Trustees Limited ( Depository ), please mark, date, sign and return the accompanying form of voting direction as promptly as possible to direct the Depository how to vote your ordinary shares. Alternatively please direct the Depository how to vote using the CREST electronic proxy voting service. If you hold your ordinary shares beneficially through a bank, broker or other nominee holder, please follow the voting instructions provided to you by such bank, broker or other nominee holder. If you hold Class S shares in Entertainment One Cayman, your Class S shares will be redeemed in connection with (but not pursuant to) the scheme of arrangement. Please see the enclosed circular for more detail. Accordingly, as the terms of the scheme of arrangement will not apply to the Class S shares, Class S 2

3 shareholders are not being asked to vote at the Court Meeting. Class S shareholders are receiving this circular for information purposes only. If you have any questions about the meetings or require assistance, please call Giles Willits at +44 (0) On behalf of Entertainment One Cayman s Board of Directors, thank you for your continued support. Yours sincerely James Corsellis Chairman 3

4 CONTENTS SUMMARY 6 Introduction 6 The Scheme of Arrangement Proposal 6 Parties to the Scheme 6 The Scheme of Arrangement 7 Court Approval of the Scheme of Arrangement 9 No Appraisal Rights 9 Court Meeting 9 Admission to the Official List 10 Recommendation of the Board of Directors 10 QUESTIONS AND ANSWERS ABOUT THE SCHEME OF ARRANGEMENT AND THE COURT MEETING 11 THE COURT MEETING AND VOTING AT THE COURT MEETING 18 Time, Place and Date of the Court Meeting 18 Purpose of the Court Meeting 18 Record Date and Shares Outstanding 18 Quorum and Votes Required for Approval 18 How Shareholders Vote 19 Entertainment One Cayman ordinary shares held through a Depository Interest 19 Entertainment One Cayman ordinary shares held through a broker or other nominee 19 Attendance and Voting in Person at the Court Meeting 19 Proxies 20 Voting Directions for holders of Depository Interests 20 Revoking Proxy Authorisations or Voting Directions 20 RISK FACTORS 22 Risks Relating to the Scheme of Arrangement 22 Risks Relating to the Entertainment One Canada Common Shares 23 Risks Relating to Market Conditions 25 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 30 THE SCHEME OF ARRANGEMENT PROPOSAL 31 Background and Reasons for the Scheme of Arrangement 33 Amendment, Termination or Delay 34 Conditions to Consummation of the Scheme of Arrangement 34 Court Approval of the Scheme of Arrangement 35 Effective Date and Transaction Time 36 Management of Entertainment One Canada 36 No Appraisal Rights 37 Exchange of Shares 37 Share Incentive Arrangements 37 Exchangeable Shares and Class S Shares 38 Marwyn Warrant 38 Summit Option Agreement 39 E-One UK Ltd. Exchangeable Notes 39 Accounting Treatment of the Scheme 39 Required Vote; Board Recommendation 39 Admission to the Official List 40 Reasons for moving to the Official List 40 Page 4

5 Page UK Listing and Reporting Obligations 40 Settlement and Dealing Arrangements 42 Dealing Arrangements and CREST 42 Depository Interests Terms of the Deed Poll 43 Depository Interests Terms of Depository Agreement 45 SELECTED FINANCIAL INFORMATION 47 MATERIAL TAX CONSIDERATIONS 48 UK Tax Considerations 48 Canadian Tax Considerations 51 Cayman Islands Tax Considerations 53 DESCRIPTION OF ENTERTAINMENT ONE CANADA SHARES 54 Objects clause 54 Entertainment One Canada Shares 54 Preferred Variable Voting Shares 54 Variation of rights 56 Transfer of Entertainment One Canada common shares 56 Transfer of Preferred Variable Voting Shares 56 Capital Variations 56 Dividends 56 Directors 56 Conflicts of Interest 57 Share qualification 57 Appointment and Retirement of directors 57 Indemnity 57 Borrowing Powers 58 Meetings of Shareholders 58 Quorum 58 Votes of Shareholders 58 Fundamental Changes 58 Rights of Dissent 58 Pre-emption 59 Takeovers 59 Preferred Variable Voting Shareholders Agreement 60 COMPARISON OF RIGHTS OF SHAREHOLDERS 61 STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 89 WHERE YOU CAN FIND MORE INFORMATION 91 Annex A Scheme of Arrangement 92 Annex B Expected Timetable 97 Annex C Articles of Incorporation of Entertainment One Canada 98 Annex D By-Laws of Entertainment One Canada 131 Annex E Order of the Grand Court of the Cayman Islands 142 Annex F Notice of the Court Meeting 145 Annex G Glossary of Terms 146 5

6 SUMMARY This summary highlights selected information from the Circular. It does not contain all of the information that is important to you. To understand the scheme of arrangement more fully, and for a more complete legal description of the scheme of arrangement, you should read the entire Circular carefully, including the annexes. The scheme of arrangement document, attached as Annex A to this Circular, is the legal document that governs the process. The Articles of Incorporation and By-Laws of Entertainment One Canada, substantially in the form attached as Annex C and D to this Circular, will govern our holding company after the completion of the Scheme of Arrangement. We encourage you to read those documents carefully. Unless defined elsewhere in this Circular, all capitalized words and terms in this summary and this Circular have the meaning given to them in the Glossary of Terms at Annex G. Introduction This Circular is being sent to all ordinary shareholders of Entertainment One Cayman of record ( Scheme Shareholders ) as at 31 May 2010 ( Record Date ) in connection with a proposal for a scheme of arrangement (the Scheme of Arrangement or the Scheme ) that would change the place of incorporation of the ultimate parent holding company of the Entertainment One group ( Group ) from the Cayman Islands to Canada. It is proposed that the Scheme of Arrangement will be effected through a court process supervised by the Grand Court of the Cayman Islands (the Cayman Court ). The Scheme of Arrangement will result in the exchange of your ordinary shares in Entertainment One Cayman for an equal number of common shares of a new holding company incorporated in Canada which is also named Entertainment One Ltd. ( Entertainment One Canada ). This proposal is referred to as the Scheme of Arrangement Proposal in the Circular and full details are set out below. In connection with the Scheme of Arrangement, Entertainment One Canada has made an application to the Financial Services Authority and to the London Stock Exchange for admission of all of its common shares to a standard listing on the Official List and to trading on the London Stock Exchange s main market for listed securities (together Admission ). The Admission is conditional upon the Scheme of Arrangement becoming effective. Scheme Shareholders are not being asked to formally approve any proposals relating to the Admission. However, if the Scheme Shareholders do not approve the Scheme of Arrangement, the Admission will not take place. Equally if Entertainment One Canada receives notification that the Admission will not take place, the Scheme of Arrangement will not become effective. Full details in respect of the Admission are set out below under the heading Admission to the Official List. If you hold Class S shares in Entertainment One Cayman, your Class S shares will be redeemed in connection with (but not pursuant to) the scheme of arrangement. Please see below for more detail. Accordingly, as the terms of the scheme of arrangement will not apply to the Class S shares, Class S shareholders are not being asked to vote at the Court Meeting. Class S shareholders are receiving this circular for information purposes only. The Scheme of Arrangement Proposal Parties to the Scheme Entertainment One Cayman Entertainment One Cayman was incorporated in the Cayman Islands on 11 January Entertainment One Cayman is the holding company for the Group and owns directly or indirectly all of the operating companies in the Group. The Group is an international entertainment group specialising in the acquisition, production and distribution of film and television content across all media. The Group s current rights library includes more than 20,000 film and television titles, 2,400 hours of television programming and 45,000 music tracks. During the year ended 31 March 2010, the Group released 123 films theatrically and produced 213 half hours of television content, broadcast in over 180 countries. 6

7 The Group was admitted to trading on the AIM market of the London Stock Exchange on 29 March 2007, and since then has gone on to complete a number of acquisitions within North America, the UK and Europe. The Group employs approximately 1,500 staff worldwide. The Group s total sales for the year ended 31 March 2010 were million, representing growth of 30 per cent. over the prior year. The Group s underlying EBITDA increased from 25.3 million to 34.3 million over the same period. Entertainment One Canada Entertainment One Canada was incorporated in Canada on 14 April Entertainment One Canada has only nominal assets and capitalisation and has not engaged in any business or other activities other than in connection with its formation and the Scheme. As a result of the Scheme, Entertainment One Canada will become the parent holding company of Entertainment One Cayman and its subsidiaries. The registered office and principal place of business of Entertainment One Canada is at 175 Bloor Street East, Suite 1400, North Tower, Toronto, Ontario, Canada M4W 3R8 (telephone number: ). The Scheme of Arrangement The Scheme of Arrangement will change the place of incorporation of the ultimate parent holding company of the Group from the Cayman Islands to Canada. There are several steps required in order for us to effect the Scheme of Arrangement, including holding a special ordered court meeting ( Court Meeting ) of the Scheme Shareholders. The Court Meeting is being held in accordance with an order of the Cayman Court dated 31 May 2010, which as a matter of Cayman Islands law, Entertainment One Cayman was required to obtain prior to holding the Court Meeting. A copy of the Cayman Court s order is attached as Annex E to this Circular. We will hold the Court Meeting to approve the Scheme of Arrangement Proposal on 28 June If the Scheme of Arrangement Proposal is approved by the Scheme Shareholders (and we do not abandon the Scheme of Arrangement), we will seek the Cayman Court s sanction of the Scheme of Arrangement (as discussed below under the section Court Approval of the Scheme of Arrangement ). If the Cayman Court sanctions the Scheme of Arrangement and if all of the other pre-conditions are satisfied or, if allowed by law, waived (and we do not abandon the Scheme of Arrangement), we intend to file the court order authorising the Scheme of Arrangement with the Cayman Islands Registrar of Companies, which will by its terms cause the Scheme of Arrangement to become effective at 5.00 p.m. BST on 14 July 2010 (or at such other date and time as the Board may determine) (the Transaction Time ). The Scheme of Arrangement will lapse on 31 December 2010 (unless extended with the approval of the Cayman Court) if the Transaction Time has not occurred on or prior to that date. At and around the Transaction Time, the following steps will occur: all Entertainment One Canada common shares issued and outstanding prior to the Transaction Time (over which shares Entertainment One Cayman currently holds an irrevocable power of attorney) will be purchased by Entertainment One Canada at nominal value and cancelled; all Scheme Shares will be transferred to Entertainment One Canada; in consideration therefor, Entertainment One Canada will issue common shares of Entertainment One Canada (on a one-for-one basis) to the holders of Entertainment One Cayman ordinary shares; pursuant to Article 3(B) of the Articles of Association of Entertainment One Cayman, the Class S Shares will be redeemed for their nominal value (as discussed further below under the section Exchangeable Shares and Class S Shares below). 7

8 The business day after the Transaction Time the following steps will occur prior to the opening of the London Stock Exchange: Entertainment One Cayman will migrate to Canada by way of continuation and will be amalgamated with Entertainment One Canada; and Entertainment One Canada s common shares will be admitted to trading on the Official List. As a result of the Scheme of Arrangement, the ordinary shareholders of Entertainment One Cayman will instead become common shareholders of Entertainment One Canada and the common shares will be traded on the Official List. Entertainment One Cayman will become a subsidiary of Entertainment One Canada and will then migrate to Canada by way of continuation and will be amalgamated with Entertainment One Canada. The members of the Board of Directors of Entertainment One Cayman then in office will be members of the Board of Directors of Entertainment One Canada at the Transaction Time. As at the Record Date, 151,926,963 ordinary shares of Entertainment One Cayman were issued and outstanding and we had 31 shareholders of record. After the Transaction Time, the ultimate holding company of the Entertainment One Group will be governed by the companies law of Canada rather than the companies law of the Cayman Islands. There are differences between what your rights as a common shareholder will be under Canadian law and what they currently are as a common shareholder under Cayman Islands law. In addition, there are differences between the organisational documents of Entertainment One Canada and Entertainment One Cayman. Please see Comparison of Rights of Shareholders for a summary of some of these differences. In connection with the completion of the Scheme of Arrangement, Entertainment One Canada will assume, on a one-for-one basis, Entertainment One Cayman s existing obligations in connection with awards granted under Entertainment One Cayman s Share Incentive Arrangements. The Share Incentive Arrangements will be modified to reflect the Scheme of Arrangement. Options to acquire Entertainment One Cayman ordinary shares will be exchanged for options to acquire common shares of Entertainment One Canada. Any stock options, stock appreciation rights, restricted stock units or performance shares issued by Entertainment One Cayman that are convertible, exchangeable or exercisable into ordinary shares of Entertainment One Cayman will become convertible, exchangeable or exercisable, as the case may be, into common shares of Entertainment One Canada. As a result of the Scheme of Arrangement, Canada Inc. ( ), a subsidiary of Entertainment One Cayman, will be entitled to initiate the exchange of all of its issued and outstanding Exchangeable Shares. These Exchangeable Shares are currently exchangeable in return for ordinary shares in Entertainment One Cayman. Immediately after the Transaction Time, Entertainment One Canada will execute agreements supplementary to the Support Agreement and the Voting and Exchange Agreement to evidence the assumption by Entertainment One Canada of liability for all moneys payable and property deliverable and to observe and perform all of the covenants and obligations of Entertainment One Cayman under such agreements, including the issuance of Entertainment One Canada common shares to holders of the Exchangeable Shares in exchange for the Exchangeable Shares. In accordance with the Articles of Association of Entertainment One Cayman and contemporaneously with the exchange of the Exchangeable Shares, Entertainment One Cayman will redeem all of the Class S Shares that are issued and outstanding in exchange for redemption proceeds of CAD0.01 per Class S Share. The Entertainment One Cayman ordinary shares will be exchanged for common shares in Entertainment One Canada pursuant to the Scheme of Arrangement, which is the primary legal document that will govern the Scheme. A copy of the Scheme of Arrangement is attached to and is a part of this Circular as Annex A. After the Transaction Time, you will continue to own an interest in the ultimate parent holding company of the Group. Entertainment One Canada will conduct the same business operations through its subsidiaries as conducted by Entertainment One Cayman through its subsidiaries before the Transaction Time. The number 8

9 of common shares you will own in Entertainment One Canada will be the same as the number of Entertainment One Cayman ordinary shares you owned in Entertainment One Cayman immediately prior to the Transaction Time. As set out further below in the section entitled Exchangeable Shares and Class S Shares, after the Scheme of Arrangement you will hold the same number of Entertainment One Canada common shares as your Entertainment One Cayman ordinary shares. The terms of the Scheme of Arrangement itself do not impact on your economic interest in the Group. However, since 24 September 2008, the holders of the Exchangeable Shares in the capital of , a subsidiary of Entertainment One Cayman, and since 1 January 2010, the holders of the Maximum Deferred Exchangeable Shares in the capital of , have been entitled to exchange the Exchangeable Shares for ordinary shares in Entertainment One Cayman. This entitlement arises out of the share terms of the Exchangeable Shares and certain agreements in place since the acquisition of the Acquired Companies in September 2008 ( Acquired Companies Agreements ) which gave the holders of the Exchangeable Shares an economic interest in the Group alongside the economic interests of the Entertainment One Cayman ordinary shareholders. Court Approval of the Scheme of Arrangement We cannot complete the Scheme of Arrangement without the approval of the Cayman Court. Subject to the Scheme Shareholders of Entertainment One Cayman approving the Scheme of Arrangement, the Cayman Court will hold the Sanction Hearing, which is expected to be held at a.m. Cayman Time on 9 July 2010, to approve the Scheme of Arrangement. At the Sanction Hearing, the Cayman Court may impose such conditions as it deems appropriate in relation to the Scheme of Arrangement, but may not impose any material changes without the joint consent of Entertainment One Cayman and Entertainment One Canada. Entertainment One Cayman may consent to any modification of the Scheme of Arrangement on behalf of the shareholders which the Cayman Court may think fit to approve or impose. In determining whether to exercise its discretion and approve the Scheme of Arrangement, the Cayman Court will determine, among other things, whether the Scheme of Arrangement is fair to the Scheme Shareholders. In doing so, the Cayman Court will place considerable weight on the views of the Scheme Shareholders, as expressed through the vote at the Court Meeting, and will typically consider the Scheme Shareholders to be the best judge of the commercial merits of the Scheme of Arrangement and their own commercial interests. If you are a Scheme Shareholder who wishes to appear in person or by counsel at the Sanction Hearing and present evidence or arguments in support of or opposition to the Scheme of Arrangement, you may do so. In addition, the Cayman Court has wide discretion to hear from interested parties. Entertainment One Cayman will not object to the participation in the Sanction Hearing by any ordinary shareholder who holds shares through Capita IRG Trustees Limited (the Depository ) or through a broker or other nominee. No Appraisal Rights Under Cayman Islands law, the shareholders of Entertainment One Cayman do not have any dissenters rights or right to an appraisal of the value of their ordinary shares or receive payment for them in connection with the Scheme of Arrangement. Court Meeting Time, Place, Date and Purpose: The Court Meeting will be held on 28 June 2010 at 3.00 p.m. BST at the offices of Mayer Brown International LLP, 201 Bishopsgate, London EC2M 3AF, United Kingdom. At the Court Meeting, Entertainment One Cayman s board of directors will ask the ordinary shareholders of Entertainment One Cayman to vote to approve the Scheme of Arrangement. If the Scheme of Arrangement is approved and becomes effective, your ordinary shares of Entertainment One Cayman will be transferred to Entertainment One Canada and you will receive, on a one-for-one basis, new common shares of Entertainment One Canada for each ordinary share of Entertainment One Cayman. The ordinary shareholders of Entertainment One Cayman may also be asked to approve a motion to adjourn the Court Meeting to a later date to solicit additional proxies if there are insufficient proxies or shareholders to approve the proposals at the time of the Court Meeting. 9

10 Record Date: Only registered holders of record of Entertainment One Cayman ordinary shares as of the Record Date are entitled to notice of and to vote at the meeting or any adjournments or postponements of the meeting. The Record Date is 5.00 p.m. BST on 31 May Quorum: At least two registered holders of Entertainment One Cayman s ordinary shares as of the Record Date must be present, in person or by proxy, in order for the Court Meeting to proceed. Admission to the Official List In connection with the proposed scheme of arrangement, Entertainment One Canada has also made applications to the Financial Services Authority and to the London Stock Exchange for admission of all of its common shares to a standard listing on the Official List and to trading on the London Stock Exchange s main market for listed securities (together Admission ). Since its admission to AIM in 2007, the Group has expanded significantly through organic and acquisitive growth and as a result, the Directors believe that a move to a standard listing on the Official List and to trading on the main market of the London Stock Exchange is now appropriate. The Directors also believe that Admission would also provide improved liquidity of the Entertainment One Canada common shares, and enhanced corporate exposure to an enlarged investor base. The Admission is conditional upon the Scheme of Arrangement becoming effective. Equally, if Entertainment One Canada receives notification prior to the Transaction Time that the Admission will not take place, the Scheme of Arrangement will not become effective. It is anticipated that the Entertainment One Canada common shares will be formally admitted to the Official List at 8.00 a.m. BST on 15 July 2010 being the time the London Stock Exchange opens after the Scheme of Arrangement becomes effective. Scheme Shareholders are not being asked to formally vote on any proposals relating to the Admission; however, if the Scheme Shareholders do not approve the Scheme of Arrangement, the Admission will not take place. Recommendation of the Board of Directors Our Board of Directors has unanimously determined that changing the place of incorporation of our holding company to Canada and the Admission to the Official List are in the best interests of Entertainment One Cayman and its shareholders. In summary, our Board of Directors believes that changing our place of incorporation will increase the attractiveness of the Group to existing and potential investors, enable the Group to simplify its capital structure and more efficiently and economically satisfy certain Canadian regulatory requirements applicable to businesses operating in the Canadian film and television distribution industry. In addition, our Board of Directors believes that Admission to the Official List will provide improved liquidity of the Entertainment One Canada common shares, and enhanced corporate exposure to an enlarged investor base. The Entertainment One Cayman board of directors recommends that the Scheme Shareholders vote FOR the Scheme of Arrangement Proposal. The Entertainment One Cayman board of directors also unanimously recommends that the Scheme Shareholders vote FOR the proposal to adjourn the Court Meeting to a later date if there are insufficient votes at the time of the meeting to approve the Scheme of Arrangement Proposal. 10

11 QUESTIONS AND ANSWERS ABOUT THE SCHEME OF ARRANGEMENT AND THE COURT MEETING Q. What am I being asked to vote on at the Court Meeting? A. Ordinary shareholders of Entertainment One Cayman are being asked to vote on the following two proposals at the Court Meeting: to approve the Scheme of Arrangement attached as Annex A to this Circular. If the Scheme of Arrangement becomes effective, all of your ordinary shares in Entertainment One Cayman will be transferred to Entertainment One Canada. Entertainment One Canada will then issue one common share to the Scheme Shareholders for each ordinary share of Entertainment One Cayman that was transferred to Entertainment One Canada. As a result, Entertainment One Canada will become the ultimate parent holding company of Entertainment One Cayman; and to approve a motion to adjourn the Court Meeting to a later date to solicit additional proxies if there are insufficient proxies to approve the proposals at the time of the Court Meeting. Q. Why am I receiving this Circular and the accompanying materials? A. You are receiving this Circular and the accompanying materials because you own ordinary shares or Class S Shares in Entertainment One Cayman. Voting procedures differ depending on whether you are a registered holder of ordinary shares in Entertainment One Cayman or whether you hold your ordinary shares in Entertainment One Cayman through a Depository Interest or through a broker or nominee. Please follow the instructions in this Circular and the accompanying materials carefully. Class S Shareholders are not being asked to vote at the Court Meeting and are being sent this Circular for information purposes only. Q. What vote of the Entertainment One Cayman shareholders is required to approve the proposals at the Court Meeting? A. The affirmative vote of a majority in number of the registered holders of the Entertainment One Cayman ordinary shares present and voting at the meeting, whether in person or by proxy, representing 75 per cent. or more in value of the ordinary shares present and voting at the meeting, whether in person or by proxy, is required to approve the Scheme of Arrangement. The affirmative vote of holders of at least a majority of the Entertainment One Cayman ordinary shares present in person or by proxy at the meeting and entitled to vote on the matter is required to approve the adjournment proposal. No other holders of Entertainment One Cayman shares are entitled to vote on the proposals. Please see the section entitled the Court Meeting and Voting at the Court Meeting for more information. Q. What quorum is required for action at the meeting? A. At least two registered holders of Entertainment One Cayman s ordinary shares as of the Record Date must be present, in person or by proxy, in order for the Court Meeting to proceed. Abstentions will be counted as present for purposes of determining whether there is a quorum in respect of the proposals. Q. What vote does the Entertainment One Cayman Board of Directors recommend? A. The Entertainment One Cayman Board of Directors unanimously recommends that Entertainment One Cayman s shareholders vote FOR the proposal to approve the Scheme of Arrangement and FOR the proposal to adjourn the meeting to a later date if there are insufficient votes at the time of the meeting to approve the Scheme of Arrangement proposal. 11

12 Q. What happens if I decide not to vote on the Scheme or if I vote against the Scheme? A. If the Scheme is approved by the requisite majorities at the Court Meeting and the Cayman Court sanctions the Scheme, if the Scheme becomes effective at the Transaction Time, you will be bound by the terms of the Scheme even if you did not vote on the Scheme or if you voted against the Scheme. Q. What happens to the Class S Shares and why are they not voting on the Scheme? A. The Class S Shares will be redeemed for their par value at or shortly after the Transaction Time. Accordingly, the Class S Shares will not be affected by the terms of the Scheme and instead are dealt with on their terms. In these circumstances, the Class S Shares are not being asked to vote on the Scheme and are being sent this Circular for information purposes only. The Class S Shares were issued by Entertainment One Cayman to certain parties in connection with certain acquisitions made by Entertainment One Cayman. These parties also hold Exchangeable Shares in a subsidiary of Entertainment One Cayman which are exchangeable for ordinary shares in Entertainment One Cayman. In accordance with the terms of the Exchangeable Shares, if the Scheme of Arrangement is completed, the Exchangeable Shares will be exchanged in return for common shares in Entertainment One Canada. Q. Why do you want to change Entertainment One Cayman s place of incorporation from the Cayman Islands to Canada? A. In summary, our Board of Directors believes that changing our place of incorporation will increase the attractiveness of the Group to existing and potential investors, enable the Group to simplify its capital structure and more efficiently and economically satisfy certain Canadian regulatory requirements applicable to businesses operating in the Canadian film and television distribution industry. In addition, our Board of Directors believes that changing our place of incorporation together with Admission to the Official List will provide improved liquidity of the common shares, and enhanced corporate exposure to an enlarged investor base. Please see the section entitled Background and Reasons for the Scheme below. Q. What risks are associated with the consummation of the Scheme of Arrangement? A. While our Board of Directors has considered the risks to our shareholders and our company associated with the Scheme of Arrangement and has recommended that shareholders vote for approval of the Scheme of Arrangement, there are risks and we cannot assure you that the anticipated benefits of the Scheme of Arrangement will be realised. For example: compliance with certain Canadian regulatory requirements under the Investment Canada Act may dilute the voting rights of your common shares in Entertainment One Canada; legislative and regulatory action could materially and adversely affect us regardless of whether we complete the Scheme of Arrangement; the Scheme of Arrangement will result in additional costs even if it is not completed; dividends paid following the Scheme may be subject to Canadian withholding tax in certain circumstances; although we do not expect Canadian taxes materially to affect our worldwide effective corporate tax rate, we will be subject to various Canadian taxes as a result of the Scheme. We currently are not subject to taxes in the Cayman Islands; the market for Entertainment One Canada common shares may differ from the market for Entertainment One Cayman ordinary shares. You should consider these risks carefully. For additional information, please see the discussion under Risk Factors. 12

13 Q. How will the Scheme of Arrangement affect my economic interest in the Group? A. After the Scheme of Arrangement you will hold the same number of Entertainment One Canada common shares as your Entertainment One Cayman ordinary shares. The terms of the Scheme of Arrangement itself do not impact on your economic interest in the Group. However, since 24 September 2008, the holders of the Exchangeable Shares in the capital of , a subsidiary of Entertainment One Cayman, and since 1 January 2010, the holders of the Maximum Deferred Exchangeable Shares in the capital of have been entitled to exchange the Exchangeable Shares for ordinary shares in Entertainment One Cayman. This entitlement arises out of the share terms for the Exchangeable Shares and certain agreements in place since the acquisition of the Acquired Companies in September The Acquired Companies Agreements gave the holders of the Exchangeable Shares an economic interest in the Group alongside the economic interests of the ordinary shareholders. Immediately after the Transaction Time, in accordance with the terms of the Exchangeable Shares, will initiate the exchange of all of its issued and outstanding Exchangeable Shares. The Exchangeable Shares will be exchanged for common shares in the capital of Entertainment One Canada on the basis set out at section entitled Exchangeable Shares and Class S Shares below. It is expected that the holders of the Exchangeable Shares will receive 15,620,395 common shares in the capital of Entertainment One Canada. The issuance of these common shares (a) reflects the existing economic interest granted to the holders of the Exchangeable Shares pursuant to the Acquired Companies Agreements and (b) will satisfy Entertainment One Cayman s existing obligations pursuant to the Acquired Companies Agreements. Please refer to section entitled Exchangeable Shares and Class S Shares below for further details. Q. How will the Scheme of Arrangement affect my voting rights in the holding company of the Group? A. Your voting rights as a common shareholder in Entertainment One Canada will be diluted in circumstances where Canadians own less than 51 per cent. of the votes attached to the Entertainment One Canada common shares. In these circumstances, the Preferred Variable Voting Shares held by the Chief Executive Officer allow the Chief Executive Officer to exercise a voting influence over the business and affairs of Entertainment One Canada where submitted to a vote of common shareholders of Entertainment One Canada. The exercise of the Preferred Variable Voting Shares in this manner is necessary to enable Entertainment One Canada to benefit from certain Canadian licences, incentive programmes and government tax credits available to Canadian companies operating in the television and film industry. See further below under the section Preferred Variable Voting Shares. Q. Will the Scheme of Arrangement affect the Group s current or future operations? A. We believe that the Scheme will have no material impact on how we conduct our day-to-day operations. Q. How will the Scheme of Arrangement affect the Group s presence around the world? A. At present, there are no material changes planned for our operations or workforce as a result of the Scheme of Arrangement. Q. What will be the Group s corporate presence in Canada? A. If the Scheme of Arrangement becomes effective, the head office of the Group will be in Canada and board meetings will be held in Canada. 13

14 Q. How will shares of Entertainment One Canada differ from shares of Entertainment One Cayman? A. Entertainment One Canada common shares will be similar to your Entertainment One Cayman ordinary shares. However, there are differences between what your rights as a shareholder will be under Canadian law and what they currently are as a shareholder under Cayman Islands law. See Comparison of Rights of Shareholders. In addition, there are differences between the organisational documents of Entertainment One Canada and Entertainment One Cayman. We discuss these differences in detail under Description of Entertainment One Canada Shares and Comparison of Rights of Shareholders. Entertainment One Canada s Articles of Incorporation and By-Laws will be substantially in the forms attached to this Circular as Annex C and D. In addition, Entertainment One Canada s common shares will be listed on the Official List of the London Stock Exchange. Q. Will the Admission take place even if the Scheme of Arrangement is not approved? A. No, the Admission is conditional upon the Scheme of Arrangement becoming effective. If the Scheme Shareholders do not approve the Scheme of Arrangement or if it is not sanctioned by the Cayman Court or if the Board of Directors elects to withdraw the Scheme of Arrangement, the Admission will not take place. In those circumstances, your ordinary shares in Entertainment One Cayman will continue to be admitted to trading on AIM. Q. Will the Scheme of Arrangement take place even if the Admission does not occur? A. No, the Scheme of Arrangement is conditional upon Entertainment One Canada not receiving any notification that the common shares will not be admitted to the Official List prior to the Transaction Time. If, prior to the Transaction Time, Entertainment One Canada is notified that the Admission will not occur, the Scheme of Arrangement will not take place. In those circumstances, your ordinary shares in Entertainment One Cayman will continue to be admitted to trading on AIM. Q. How will the Scheme of Arrangement affect the Group s financial reporting and the information the Group provides to its shareholders? A. Please see the section entitled UK Listing and Reporting Obligations for the manner in which Entertainment One Canada will continue to provide information to shareholders. Q. What are the material tax consequences of the Scheme? A. Please refer to Material Tax Considerations for a description of the material UK income tax and Canadian tax consequences of the Scheme to Entertainment One Cayman shareholders. There will be no Cayman Islands tax consequences to Entertainment One Cayman or our shareholders. Determining the actual tax consequences of the Scheme of Arrangement to you may be complex and will depend on your specific situation. We urge you to consult your tax advisor for a full understanding of the tax consequences of the Scheme of Arrangement to you. Q. Is the Scheme taxable to me? A. Determining the tax consequences of the Scheme to you may be complex and will depend on your specific situation. We urge you to consult your tax advisor for a full understanding of the tax consequences of the Scheme to you. Tax deferral may be available depending on your specific situation and your jurisdiction of residence. It is expected that there will be no tax consequences for UK tax resident shareholders in so far as the Scheme involves an exchange of the ordinary shares in Entertainment One Cayman by Scheme Shareholders for common shares in Entertainment One Canada. A clearance letter has been obtained from Her Majesty s Revenue and Customs ( HMRC ) confirming that they will not invoke the relevant anti-avoidance provisions to override that expectation. There may however be UK tax 14

15 consequences for UK tax resident shareholders arising from other aspects of the Scheme and UK tax resident shareholders are therefore urged to contact your tax advisors accordingly. Q. Is the Scheme a taxable transaction for either Entertainment One Cayman or Entertainment One Canada? A. No. The Scheme should not be a taxable transaction for Entertainment One Cayman or Entertainment One Canada. Q. Will the Scheme impact Group s underlying effective tax rate in 2010 or expectations for later years? A. We do not expect Canadian taxes materially to affect our worldwide effective corporate tax rate. However, we will be subject to various Canadian taxes as a result of the Scheme. We currently are not subject to taxes in the Cayman Islands. Q. What are the most important Canadian corporate tax consequences of being organized as a Canadian holding company? A. Please see the questions and answers below for Canadian withholding tax implications on future share repurchases and dividend distributions of Entertainment One Canada and to Material Tax Considerations Canadian Tax Considerations for a further description of Entertainment One Canada s corporate tax treatment. The above types of Canadian taxes and rates aim to provide only a very broad overview of some corporate tax aspects in Canada and do not purport to be a complete analysis of the tax types and rates that would be relevant for either Entertainment One Canada or its shareholders. We are currently not subject to income, capital, stamp or issuance taxes or VAT in the Cayman Islands. Q. Will there be Canadian withholding tax on future dividends, if any, by Entertainment One Canada? A. Please see the section below Material Tax Consideration for a description of the types of withholding tax that may apply to Scheme Shareholders. Q. When do you expect the Scheme of Arrangement to be completed? A. Assuming the Scheme of Arrangement is approved by the requisite shareholder vote and by the Cayman Court, we currently expect to complete the Scheme of Arrangement prior to the opening of the London Stock Exchange on Thursday 15 July See Annex B for an expected timetable. However, the Scheme of Arrangement may be abandoned, delayed or accelerated for any reason by our Board of Directors at any time prior to the Scheme becoming effective. Q. What will I receive for my Entertainment One Cayman ordinary shares? A. After the Scheme of Arrangement is completed, you will hold one Entertainment One Canada common share for each Entertainment One Cayman ordinary share you held immediately prior to the completion of the Scheme of Arrangement. Q. Do I have to take any action to exchange my Entertainment One Cayman ordinary shares and receive Entertainment One Canada common shares? A. No. Your Entertainment One Cayman ordinary shares will be exchanged for Entertainment One Canada common shares without any action on your part. If you hold your shares through a Depository Interest, at or shortly after the Transaction Time, the records of the Depository will be updated without any action on your part to reflect your new interest in the Entertainment One Canada common shares. After the Transaction Time, you will continue to hold your Entertainment One Canada common shares by way of a Depository Interest. 15

16 Q. Can I trade Entertainment One Cayman shares between the date of this Circular and the Transaction Time? A. Yes. Entertainment One Cayman shares will continue to trade on the AIM during this period. Q. After the Scheme, where can I trade Entertainment One Canada shares? A. The Entertainment One Canada common shares will be listed and traded on the Official List of the London Stock Exchange after the Transaction Time. Q. What should I do now to vote? A. The Court Meeting will take place on 28 June After carefully reading and considering the information contained in this Circular, please indicate on the enclosed proxy card how you want to vote. Submit your proxy by following the instructions on the enclosed proxy card as soon as possible, so that your shares may be represented at the meeting. Q. How do I vote at the Court Meeting if I hold my ordinary shares in Entertainment One Cayman through a Depository Interest? A. If you hold your interest in your ordinary shares through a Depository Interest, you should direct the Depository how it ought to vote the shares it holds on your behalf. You should do this by completing the enclosed Form of Direction, and returning it to the Depository, at the address indicated on that form. To be effective, the completed Form of Direction must be received by the Depository before 3.00 p.m. on 25 June 2010 (being 72 hours prior to the Court Meeting). Alternatively, holders of Depository Interests can vote electronically using the CREST electronic proxy voting service. Q. How do I vote at the Court Meeting if I hold my ordinary shares in Entertainment One Cayman through a broker or other nominee? A. Each broker or nominee must solicit from their customers, directions on how to vote the ordinary shares in Entertainment One Cayman, and the broker or nominee must then direct the Depository to vote such shares in accordance with such directions. Your broker will give you directions on how to instruct the broker to vote your shares and you should follow these instructions. Your broker will not be able to vote your shares unless the broker receives appropriate instructions from you. Q. What form should I use to cast my vote? A. If you are the registered holder of Entertainment One Cayman ordinary shares, you should use the enclosed Proxy Card for voting at the Court Meeting. If you are the beneficial holder of Entertainment One Cayman ordinary shares through a Depository Interest, you should direct the Depository to vote your shares by completing the enclosed Form of Direction. If you hold your shares through a broker or other nominee, you should follow the instructions provided to you by your broker. 16

17 Q. Can I change my vote after I grant my proxy? A. Yes. You can change your vote before your proxy is voted at the Court Meeting. You may revoke your proxy prior to its exercise by: giving written notice of the revocation to Capita Registrars Limited, the registrars assisting Entertainment One Cayman with the conduct of the Court Meeting; appearing at the Court Meeting, notifying the Chairman of the Court Meeting and voting in person; or properly completing and executing a later-dated proxy and delivering it to Capita Registrars Limited, no later than 3.00 p.m. on 26 June 2010, being 48 hours before the meeting. However, your attendance at the Court Meeting alone will not revoke your proxy. If you have instructed the Depository to vote your shares, you can change your vote by properly completing and executing a later-dated form of direction and delivering it to the Depository, no later than 3.00 p.m. BST on 25 June 2010 being 72 hours before the meeting. If you have instructed a broker to vote your shares, you must follow the procedure provided by your broker to change those instructions. Q. Are proxy materials available on the Internet? A. Yes. This Circular and related materials are available at: Q. What happens after the Court Meeting? A. If the Scheme of Arrangement is approved at the Court Meeting, Entertainment One Cayman will apply to the Cayman Court for the approval of the Scheme of Arrangement. You are entitled to be present at that hearing in person or through your attorney to support or oppose the application for approval of the Cayman Court. The hearing is scheduled for a.m., Cayman time on 9 July Q. What is the Cayman Court s view of the Scheme proposal? A. Pursuant to the relevant laws and procedure, the Cayman Court has made the order attached as Annex E (the Interlocutory Order ) which, among other things, convenes the Court Meeting and orders the dispatch of this Circular. In making the Interlocutory Order, the Cayman Court expresses no view on the commercial merits of the Scheme of Arrangement proposal, or as to the validity or otherwise of the Board s reasons given for recommending the Scheme of Arrangement. The Interlocutory Order is not and should not be interpreted as a recommendation by the Cayman Court to vote either for or against the Scheme proposal. The Cayman Court has not independently verified and makes no statement as to the correctness of the matters or opinions contained in this Circular Q. Whom should I contact if I have questions about the voting arrangements for the Court Meeting? A. You should contact the following: Giles Willits Chief Financial Officer Entertainment One 120 New Cavendish Street London W1W 6XX Tel: +44 (0) gwillits@e1ent.com 17

18 THE COURT MEETING AND VOTING AT THE COURT MEETING We are furnishing this Circular in connection with the solicitation of proxies by Entertainment One Cayman s board of directors for use at the Court Meeting of Scheme Shareholders of Entertainment One Cayman. Time, Place and Date of the Court Meeting The Court Meeting will be held at 3.00 p.m., BST, on 28 June 2010, at the offices of Mayer Brown International LLP, 201 Bishopsgate, London EC2M 3AF, United Kingdom. Purpose of the Court Meeting At the Court Meeting, the Board intends to ask you to vote on a proposal for a Scheme of Arrangement that would change the place of incorporation of the ultimate parent holding company of the Group from the Cayman Islands to Canada through a scheme of arrangement filed with the Cayman Court. The Scheme of Arrangement will result in the exchange of your ordinary shares of Entertainment One Cayman for an equal number of common shares in Entertainment One Canada. If there are insufficient proxies to approve the Scheme of Arrangement, you may also be asked to approve a motion to adjourn the Court Meeting to a later date to solicit additional proxies. If you do not vote at the Court Meeting, you will still be bound by the outcome. You are therefore strongly urged to attend and vote at the meeting in person or by proxy. ENTERTAINMENT ONE CAYMAN S BOARD OF DIRECTORS HAS APPROVED THE SCHEME OF ARRANGEMENT AND RECOMMENDS VOTING FOR APPROVAL OF THE SCHEME OF ARRANGEMENT Record Date and Shares Outstanding The Cayman Court has fixed 5.00 p.m. BST on 31 May 2010 as the record date for the Court Meeting. Only registered holders of record of Entertainment One Cayman ordinary shares on the Record Date are entitled to notice of and to vote at the Court Meeting or any adjournments or postponements of the Court Meeting. You will not be the holder of record of shares that you hold beneficially. Instead, the Depository or other nominee will be the holder of record of such shares. At the Record Date, Entertainment One Cayman had issued and outstanding 151,926,963 ordinary shares, with a par value of CAD0.01 per share. Quorum and Votes Required for Approval At least two registered holders of Entertainment One Cayman s ordinary shares as of the Record Date must be present, in person or by proxy, in order for the Court Meeting to proceed. The Scheme of Arrangement must be approved by a majority in number of the Scheme Shareholders as of the Record Date present and voting on the proposal, whether in person or by proxy, representing 75 per cent. or more in value of the Entertainment One Cayman ordinary shares present and voting on the proposal, whether in person or by proxy. For the purpose of calculating the majority in number requirement for the approval of the Scheme of Arrangement, each Scheme Shareholder, present and voting in person or by proxy, will be counted as a single shareholder, regardless of the number of shares voted by that shareholder. If a Scheme Shareholder elects to vote a portion of such holder s Entertainment One Cayman ordinary shares in favour of the proposal, and a portion against the proposal, then, that Scheme Shareholder will be counted as one shareholder voting in favour of the proposal and as one shareholder voting against the proposal, thereby effectively cancelling out that Scheme Shareholder s vote for the purposes of the majority in number calculation. 18

19 You will not be the registered holder of shares that you hold beneficially through the Depository, or a broker or other nominee. Instead, the Depository or the nominee will be the registered holder of such shares and will be the Scheme Shareholder. The adjournment proposal, if presented, must be approved by more than 50 per cent. of all ordinary shares present and voting, in person or by proxy. Because the quorum for the Court Meeting is the presence of at least two Scheme Shareholders, the Scheme of Arrangement proposal could be approved with the affirmative vote of less than 50 per cent. of the total number of issued and outstanding Entertainment One Cayman ordinary shares. How Shareholders Vote Scheme Shareholders holding Entertainment One Cayman ordinary shares on the Record Date may vote such shares as follows: Scheme Shareholders may only vote their shares if they or their proxies are present at the Court Meeting. Scheme Shareholders may appoint a proxy by inserting the full name of their appointed proxy where indicated. In that case, the person named as proxy must be present and vote at the Court Meeting. Scheme Shareholders are also entitled to appoint the Chairman of the Court Meeting as their proxy and the Chairman is the default proxy on the Proxy Card. The appointed proxy will vote all Entertainment One Cayman ordinary shares for which it is the proxy as specified by the Scheme Shareholders on the Proxy Card. If a properly executed and unrevoked Proxy Card, appointing the Chairman as proxy, does not specify how the Entertainment One Cayman ordinary shares represented thereby are to be voted, the Chairman intends to vote such shares for the approval of the Scheme of Arrangement. Entertainment One Cayman ordinary shares held through a Depository Interest If you are not the registered holder of the Entertainment One Cayman ordinary shares and instead hold your shares beneficially through the Depository Interest facility, you are not entitled to vote in person or by proxy at the Court Meeting. Instead such beneficial holders must give voting instructions to the Depository. You should do this by completing the enclosed Form of Direction and returning it to the Depository at the address and before the time indicated on that form. On receipt of such voting instructions, the Depository must then vote such shares in accordance with instructions. Alternatively, holders of Depository Interests can vote electronically by using the CREST electronic proxy voting service. Please note that the Depository may not be able to vote your shares unless the Depository receives appropriate instructions from you. Brokers or nominees are to forward this Circular to the beneficial holders. Entertainment One Cayman ordinary shares held through a broker or other nominee If you are not the registered holder of the Entertainment One Cayman ordinary shares and instead hold your shares beneficially through a broker or nominee, you are not entitled to vote in person or by proxy at the Court Meeting. Instead you must give voting instructions to your broker or nominee. Your broker will give you directions on how to instruct the broker to vote your shares and you should follow these instructions. Your broker will not be able to vote your shares unless the broker receives appropriate instructions from you. Attendance and Voting in Person at the Court Meeting Attendance at the Court Meeting is limited to Scheme Shareholders or their properly appointed proxies, beneficial holders having evidence of such ownership, and guests of Entertainment One Cayman. Scheme Shareholders may vote by casting a ballot at the Court Meeting. Beneficial holders may only vote by instructing the Depository or their broker or nominee how they wish to vote. Beneficial holders may not cast a ballot at the Court Meeting. 19

20 Proxies A Proxy Card is being sent to each Entertainment One Cayman shareholder as of the Record Date. Scheme Shareholders can cast their votes by proxy by completing, signing and returning the enclosed Proxy Card. If a properly executed and unrevoked Proxy Card submitted by a shareholder of record does not specify how the shares represented thereby are to be voted, the proxy holders intend to vote such shares for the approval of the Scheme of Arrangement. Voting Directions for holders of Depository Interests A Form of Direction is being sent to each beneficial holder holding Entertainment One Cayman ordinary shares through the Depository as at the Record Date. Holders of Depository Interests can direct the Depository how to vote their shares by completing, signing and returning the enclosed Form of Direction. Alternatively, holders of Depository Interests can vote using the CREST electronic proxy voting service by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment, or instruction, made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction ) must be properly authenticated in accordance with Euroclear UK & Ireland Limited s ( EUI ) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer s agent (ID RA 10), by 3.00 p.m. on 25 June 2010 being 72 hours before the Court Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. CREST members and where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy instructions. It is therefore the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. Entertainment One Cayman may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) of the Uncertificated Securities Regulations Revoking Proxy Authorisations or Voting Directions You may revoke your proxy at any time before your proxy is voted at the Court Meeting. You may revoke your proxy prior to its exercise by: giving written notice of the revocation to Capita Registrars Limited; appearing at the Court Meeting, notifying the Chairman of the Court Meeting and voting in person by casting a ballot at the Court Meeting; or properly completing and executing a later-dated proxy and delivering it to Capita Registrars Limited at or before the Court Meeting. However, your attendance at the Court Meeting alone will not revoke your proxy. 20