161079 Reach 4 Entertainment Financial Report Cover · PDF fileJ.P. Morgan Cazenove Credit Suisse ... This document and any Provisional Allotment Letter does not constitute an offer

THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIREYOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you arerecommended to seek immediately your own independent financial advice from your stockbroker, bankmanager, solicitor, accountant, fund manager or other appropriate independent financial adviserauthorised under the Financial Services and Markets Act 2000 (“FSMA”) who specialises in advising uponinvestments in shares and other securities or, if you are not resident in the United Kingdom, from anotherappropriately authorised independent financial adviser in your own jurisdiction.

Subject to the restrictions set out below, if you sell or transfer or have sold or otherwise transferred all of yourCommon Shares held in certificated form (other than ex-rights) before 8.00 a.m. on 5 October 2015 (the “ex-rights date”), please send this document, together with any Provisional Allotment Letter (duly renounced), if andwhen received, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent throughwhom the sale or transfer was effected, for onward delivery to the purchaser or transferee. None of thesedocuments should, however, be distributed, forwarded to or transmitted in or into any jurisdiction where to do somight constitute a violation of local securities laws or regulations, including, but not limited to (subject to certainlimited exceptions) the United States, Canada, Japan, the Republic of South Africa, Australia and New Zealand(“Restricted Jurisdictions”). If you sell or transfer or have sold or otherwise transferred only part of your holdingof Common Shares (other than ex-rights) held in certificated form before the ex-rights date, you shouldimmediately consult the stockbroker, bank or other agent through whom the sale or transfer was effected and referto the instructions regarding split applications set out in Part 3 (Terms and Conditions of the Rights Issue) of thisdocument and in the Provisional Allotment Letter. If you sell or transfer or have sold or otherwise transferred allor some of your Depositary Interests (other than ex-rights) before the ex-rights date, a claim transaction willautomatically be generated by Euroclear, which, on settlement, will transfer the appropriate number of Nil PaidRights to the purchaser or transferee.

This document, the “Prospectus”, which comprises a prospectus relating to Entertainment One Ltd., has beenprepared in accordance with the Prospectus Rules made by the Financial Conduct Authority (the “ProspectusRules”) pursuant to section 73A of FSMA and has been approved by the Financial Conduct Authority inaccordance with section 87A of FSMA. This document has been filed with the Financial Conduct Authority andwill be made available to the public in accordance with the Prospectus Rules. This document together with thedocuments incorporated into it by reference (as set out in paragraph 27 (Incorporation by reference) of Part 10(Additional Information) of this document) will be made available to the public in accordance with ProspectusRule 3.2.1 by the same being made available free of charge, at www.entertainmentone.com and at the Company’sregistered office at 134 Peter Street, Suite 700, Toronto, Ontario, Canada M5V 2H2.

ENTERTAINMENT ONE LTD.(incorporated in Canada under the Canada Business Corporations Act with corporation number 7580142)

Proposed 4 for 9 Rights Issue of 131,476,173 New Common Shares at 153.0 pence per New Common Share

J.P. Morgan Cazenove Credit SuisseSponsor and Joint Bookrunner Joint Bookrunner

Application will be made to the Financial Conduct Authority and to the London Stock Exchange respectively foradmission of the New Common Shares to the premium listing segment of the Official List and to trading (nil paid)on the London Stock Exchange’s Main Market for listed securities (together, “Admission”). It is expected thatAdmission will become effective and that dealings on the London Stock Exchange in the New Common Shares(nil paid) will commence on 5 October 2015.

Prospective investors should read the entire document. In particular, your attention is drawn to the information onthe proposed Rights Issue and Acquisition which is set out in Part 1 (Proposed Rights Issue and Acquisition) andthe risk factors set out in the section headed “Risk Factors” of this document when considering what action to takein relation to the Rights Issue or considering whether to purchase Nil Paid Rights, Fully Paid Rights, NewCommon Shares or New Depositary Interests. NOTWITHSTANDING THIS, YOU SHOULD READ THEENTIRE DOCUMENT AND ANY DOCUMENTS INCORPORATED BY REFERENCE.

The distribution of this document and/or the Provisional Allotment Letters and/or the transfer of the Nil PaidRights, the Fully Paid Rights and/or the New Common Shares and/or the New Depositary Interests intojurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession thesedocuments come should inform themselves about and observe any such restrictions. Any failure to comply withthese restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, subject tocertain limited exceptions, the documents should not be distributed in, forwarded to or transmitted in or into anyof the Restricted Jurisdictions.

The Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters, the New Common Shares and theNew Depositary Interests are not transferable, except in accordance with, and the distribution of this document issubject to, the restrictions set out in paragraph 6 of Part 3 (Terms and Conditions of the Rights Issue) of thisdocument. No action has been taken by the Company or the Underwriters that would permit an offer of the NewCommon Shares or the New Depositary Interests or rights thereto or possession or distribution of this documentor any other offering or publicity material or the Provisional Allotment Letters, the Nil Paid Rights or the FullyPaid Rights in any jurisdiction where action for that purpose is required, other than in the United Kingdom.

J.P. Morgan Securities plc (which operates its investment banking activities in the United Kingdom as J.P. MorganCazenove) is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in theUnited Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority. Credit Suisse isauthorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdomby the Prudential Regulation Authority and the Financial Conduct Authority. J.P. Morgan Cazenove and CreditSuisse (together, the “Underwriters”) are acting exclusively for the Company and no one else in connection withthe Rights Issue and will not regard any other person (whether or not a recipient of this document) as a client inrelation to the Rights Issue and will not be responsible to anyone other than the Company for providing theprotections afforded to their respective clients or for providing advice in relation to the Rights Issue or any matters,transactions or arrangements referred to in this document. Apart from the responsibilities and liabilities, if any,which may be imposed on the Underwriters by FSMA or the regulatory regime established thereunder, theUnderwriters do not accept any responsibility whatsoever or make any representation or warranty, express orimplied, for the contents of this document including its accuracy, completeness or verification or for any statementmade or purported to be made by it, or on its behalf, in connection with the Company, the New Common Sharesor the Rights Issue and nothing in this document shall be read as a promise or representation in this respectwhether as to the past or future. The Underwriters accordingly disclaim all and any liability whatsoever arising intort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this documentor any such statement.

The Underwriters and their respective affiliates may, in accordance with applicable legal and regulatory provisionsand subject to certain restrictions in the Underwriting Agreement, engage in transactions in relation to the Nil PaidRights, the Fully Paid Rights, Provisional Allotment Letters, Common Shares, Depositary Interests, NewCommon Shares and/or New Depositary Interests and/or related instruments for their own account to hedge theirunderwriting exposure (if any) or otherwise. Accordingly, references in the Prospectus to Nil Paid Rights, FullyPaid Rights, Provisional Allotment Letters, New Common Shares and/or New Depositary Interests being offered,sold, pledged, taken up, resold, transferred or delivered should be read as including any offer, sale, pledge, take-up,resale, transfer or delivery of Nil Paid Rights, Fully Paid Rights, Provisional Allotment Letters, New CommonShares and/or New Depositary Interests (as applicable) to any of the Underwriters or any of their respectiveaffiliates acting in such capacity. In addition, the Underwriters or any of their respective affiliates may enter intofinancing arrangements (including swaps) with investors in connection with which the Underwriters (or theirrespective affiliates) may from time to time acquire, hold or dispose of Common Shares or Depositary Interests.Neither of J.P. Morgan Cazenove or Credit Suisse intends to disclose the extent of any such investment ortransactions otherwise than in accordance with any legal or regulatory obligation to do so.

The Underwriters and their respective affiliates may, from time-to-time in the ordinary course of their respectivebusinesses, engage in further transactions with, and perform services for, Entertainment One or its affiliates, andcertain of the Underwriters and their respective affiliates have performed and expect to perform in the futurevarious financial advisory, investment banking and commercial banking services for, and may arrange loans andother non-public market financing for, and enter into derivative transactions with, Entertainment One or itsaffiliates for which they will receive customary fees.

It is expected that Qualifying Non-CREST Shareholders (other than Qualifying Non-CREST Shareholders whoare Excluded Overseas Shareholders) will be sent a Provisional Allotment Letter on 2 October 2015 and thatQualifying Depositary Interest Holders (other than Qualifying Depositary Interest Holders who are ExcludedOverseas Shareholders) will receive a credit to their appropriate stock accounts in CREST in respect of the Nil

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Paid Rights to which they are entitled on 5 October 2015. The Nil Paid Rights so credited in CREST are expectedto be enabled for settlement by Euroclear as soon as practicable after Admission.

Qualifying Depositary Interest Holders should note that they will receive no further written communication fromthe Company in respect of the Rights Issue. Qualifying Depositary Interest Holders who are CREST-sponsoredmembers should refer to their CREST sponsors regarding the action to be taken in connection with this documentand the Rights Issue. Holdings of Common Shares in certificated and uncertificated form as Depositary Interestswill be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue.

The latest time and date for acceptance of, and payment in full for, the New Common Shares by holders ofNil Paid Rights is expected to be 11.00 a.m. on 19 October 2015. The procedures for delivery of the Nil PaidRights, acceptance and payment are set out in Part 3 (Terms and Conditions of the Rights Issue) of thisdocument and, for Qualifying Non-CREST Shareholders (other than Qualifying Non-CREST Shareholderswho are Excluded Overseas Shareholders) only, also in the Provisional Allotment Letter. QualifyingDepositary Interest Holders should refer to paragraph 4 of Part 3 (Terms and Conditions of the Rights Issue)of this document.

NOTICE TO OVERSEAS SHAREHOLDERS

This document and any Provisional Allotment Letter does not constitute an offer of, or a solicitation to subscribefor or purchase, the Nil Paid Rights, the Fully Paid Rights, the New Common Shares or the New DepositaryInterests in any jurisdiction in which such offer or solicitation is unlawful.

This document has not been approved by any securities regulatory authority in Canada nor has any securitiesregulatory authority in Canada expressed an opinion about these securities and it is an offence to claim otherwise.

The Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters, the New Common Shares and theNew Depositary Interests have not been and will not be registered or qualified for distribution to the public underthe Securities Act, or under the securities laws of any state or other jurisdiction of the United States or anyprovince or territory of any other Restricted Jurisdiction and may not be offered, sold, pledged, taken up, resold,transferred or delivered, directly or indirectly, in, into or within the United States or any other RestrictedJurisdiction except pursuant to an applicable exemption from, or in a transaction not subject to, the registration orprospectus requirements of any applicable securities laws of such Restricted Jurisdiction. There will be no publicoffer of the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters, the New Common Sharesand the New Depositary Interests in any of the Restricted Jurisdictions.

The Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters, the New Common Shares andthe New Depositary Interests and this document have not been recommended, approved or disapproved bythe US Securities and Exchange Commission, any state securities commission in the United States or anyother US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the meritsof the offering of the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters, the NewCommon Shares and the New Depositary Interests or the accuracy or adequacy of the ProvisionalAllotment Letters or this document. Any representation to the contrary is a criminal offence in the UnitedStates.

The Underwriters may arrange for any New Common Shares not taken up in the Rights Issue to be offered andsold only (i) outside the United States in accordance with Regulation S under the Securities Act or (ii) inside theUnited States to persons reasonably believed to be “qualified institutional buyers” within the meaning of Rule144A under the Securities Act. Prospective purchasers of New Common Shares are hereby notified that suchoffers may be made in reliance on the exemption from the registration requirements of the Securities Act providedby Rule 144A.

All Overseas Shareholders and any person who is resident in or a citizen or national of any country outside theUnited Kingdom and any person (including, without limitation, a nominee or trustee) who has a contractual orlegal obligation to forward this document or any Provisional Allotment Letter, if and when received, to anyjurisdiction outside the United Kingdom should refer to Part 3 (Terms and Conditions of the Rights Issue) of thisdocument.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR ALICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISEDSTATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY ISEFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE

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CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANYDOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHERANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR ASECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED INANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVENAPPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, ORCAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANYREPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS SECTION.

NOTICE TO ALL INVESTORS

Any reproduction or distribution of this document, in whole or in part, and any disclosure of its contents or use ofany information for any purpose other than in considering an investment in the Nil Paid Rights, the Fully PaidRights, the New Common Shares or the New Depositary Interests is prohibited. By accepting delivery of thisdocument, each offeree of the Nil Paid Rights, the Fully Paid Rights and/or the New Common Shares and/or theNew Depositary Interests agrees to the foregoing.

No person has been authorised to give any information or make any representations other than those contained inthis document and, if given or made, such information or representations must not be relied upon as having beenauthorised by Entertainment One or by the Underwriters. None of the above take any responsibility for, or canprovide assurance as to the reliability of, other information that you may be given. The Company will comply withits obligation to publish a supplementary prospectus containing further updated information required by law or byany regulatory authority but assumes no further obligation to publish additional information. Neither the deliveryof this document nor any acquisition or sale made hereunder shall, under any circumstances, create anyimplication that there has been no change in the affairs of Entertainment One since the date of this document orthat the information in this document is correct as at any time after its date.

The contents of this document are not to be construed as investment, legal, accounting, business, financial, tax orother professional advice. This document is for information only and nothing in this document is intended toendorse or recommend a particular course of action. Each prospective investor should consult their own legaladviser, financial adviser, tax adviser or other professional adviser for investment, legal, accounting, business,financial or tax advice.

Prospective investors should inform themselves as to: (a) the legal requirements within their own countries for thepurchase, holding, transfer, repurchase or other disposal of Common Shares; (b) any foreign exchange restrictionsapplicable to the purchase, holding, transfer, repurchase or other disposal of Common Shares which they mightencounter; and (c) the income or other taxation consequences which may apply in their own countries as a resultof the purchase, holding transfer, repurchase or other disposal of Common Shares.

Copies of this document will be available free of charge during normal business hours on any weekday (exceptpublic holidays) at the offices of Mayer Brown International LLP, 201 Bishopsgate, London EC2M 3AF and onthe Company’s website www.entertainmentone.com from the date of this document until the date which is onemonth from the date of Admission.

Neither the content of the Company’s website (or any other website) nor the content of any website accessiblefrom hyperlinks on the Company’s website (or any other website) is incorporated into, or forms part of, thisdocument.

Capitalised terms have the meanings ascribed to them in the section of this document entitled “Part 11(Definitions)”.

This document is dated 30 September 2015.

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CONTENTS

Page

Summary Information 6

Risk Factors 21

Forward-Looking Statements 33

Presentation of Financial and Other Information 34

Expected Timetable for the Rights Issue 37

Share Capital and Rights Issue Statistics 38

Directors, Company Secretary, Registered Office and Advisers 39

PART 1 Proposed Rights Issue and Acquisition 41

PART 2 Questions and Answers on the Rights Issue 51

PART 3 Terms and Conditions of the Rights Issue 62

PART 4 Information on Entertainment One Ltd. 92

PART 5 Directors and Corporate Governance 107

PART 6 Selected Financial Information 113

PART 7 Operating and Financial Review 119

PART 8 Financial Information on Entertainment One Ltd. 142

PART 9 Taxation 144

PART 10 Additional Information 160

PART 11 Definitions 199

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SUMMARY INFORMATION

Summaries are made up of disclosure requirements known as ‘Elements’. These elements are numbered inSections A – E (A.1 – E.7).

This summary contains all the Elements required to be included in a summary for this type of securities andissuer. Because some Elements are not required to be addressed, there may be gaps in the numberingsequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities andissuer; it is possible that no relevant information can be given regarding the Element. In this case a shortdescription of the Element is included in the summary with the mention of ‘not applicable’.

Section A – Introduction and Warnings

Element Disclosure requirement Disclosure

A.1 Warning This summary should be read as an introduction to thisprospectus (the “Prospectus”). Any decision to invest in thesecurities should be based on consideration of the Prospectusas a whole by the investor. Where a claim relating to theinformation contained in the Prospectus is brought before acourt, the plaintiff investor might, under the national legislationof the Member States of the EU, have to bear the costs oftranslating the Prospectus before the legal proceedings areinitiated. Civil liability attaches only to those persons who havetabled the summary including any translation thereof, but onlyif the summary is misleading, inaccurate or inconsistent whenread together with the other parts of the Prospectus or it doesnot provide, when read together with the other parts of theProspectus, key information in order to aid investors whenconsidering whether to invest in such securities

A.2 Not applicable. Entertainment One has not consented to the useof the Prospectus for any resale of securities or final placementof securities by financial intermediaries.

Section B – Issuer


B.1 Entertainment One Ltd.

B.2 Entertainment One is domiciled and incorporated in Canada asa corporation under the Canada Business Corporations Act andthe regulations promulgated thereunder, as amended (the“CBCA”) on 14 April 2010 with its registered office situatedin Canada. The principal legislation under whichEntertainment One operates is the CBCA.

B.3 Entertainment One is a leading international entertainmentgroup focused on the acquisition, production and distributionof film, television, music and family content for distribution

Subsequent resale ofsecurities or final placementof securities throughfinancial intermediaries

The legal and commercialname of Entertainment OneLtd.

The domicile and legal formof Entertainment One Ltd.,the legislation under whichEntertainment One Ltd.operates and its country ofincorporation

Current operations andprincipal activities

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through multiple media channels across the Group’s globalnetwork.

Through its established Film and Television Divisions, theGroup provides extensive expertise in film distribution, film,television and music production, family programming,merchandising and licensing and digital content. The Group’scurrent content library is exploited across all media formatsand now comprises more than 40,000 film and television titles,4,500 hours of television programming and 45,000 musictracks. On the basis of an independent valuation, the Directorsbelieve that, as at 31 March 2015, the overall value of theGroup’s content library was more than US$1 billion(2014: US$801 million; 2013: US$650 million). In thiscontext, “valuation” means the net present value of cash flowsexpected to be generated from the Group’s library of titles.

During the year ended 31 March 2015, the Group released227 films into the cinema and produced 520 half hours oforiginal television programming. The Group’s total revenue forthe year ended 31 March 2015 was £785.8 million(2014: £823.0 million). The Group’s Underlying EBITDAincreased to £107.3 million (2014: £92.8m).

B.4a Film1

Based on The Media Reports, the global film market for 2014was estimated to be worth US$85.4 billion, incorporating boxoffice ticket sales, home entertainment products, and revenuesgenerated from television broadcasters, online access anddigital streaming. This is expected to increase toUS$104.6 billion by 2019 (4.1 per cent. 2014-2019 CAGR),with growth expected to be driven by the quality andconsumer-appeal of the underlying creative product and theavailability of distribution channels. In particular, film marketgrowth has been underpinned by the rapid shift to digitalformats, which has offset declines in physical formats.

According to The Media Reports, in 2014, the United Stateswas expected to represent approximately 33.0 per cent. of theglobal film market, followed by the EMEA region,representing 30.7 per cent., with Canada and Australiarepresenting 3.6 per cent. and 3.2 per cent., respectively.

Cinema

According to The Media Reports, the market for releases intothe cinema has been growing as ticket prices have increasedwith the increased implementation of digital screens.Admission numbers have remained consistent in recent yearsand the market is expected to continue to grow, driven bytechnological developments. Box office revenues are expectedto increase to US$48.4 billion by 2019 (2014: US$36.7billion).

Most significant recenttrends affecting the Groupand the industries in which itoperates

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1 Source: The Media Reports

Physical Home Entertainment

According to The Media Reports, the overall physical homeentertainment market is expected to continue to decline asconsumers switch to digital viewing to watch films in theirhomes and on the move. Revenues are expected to decline toUS$22.8 billion by 2019 (2014: US$30.8 billion).

Digital and broadcast

According to The Media Reports, the digital distribution andconsumption of filmed content is becoming increasingly wellestablished, with revenues expected to increase fromUS$15.3 billion in 2014 to US$30.3 billion by 2019, more thanoffsetting the decline expected in the physical homeentertainment market. This growth is expected to be driven byincreased broadband speeds, improved hardware and a widerconsumer offering, including new digital downloading andstreaming services led by iTunes, Amazon Prime, Netflix andHulu.

Television

Based on The Media Reports, a key factor driving televisionproduction volume is the outlook for growth in globaltelevision subscriptions, advertising and licence fees.According to The Media Reports, combined global televisionsubscriptions and licence fees and advertising revenues wereestimated to be worth US$406.9 billion in 2014 and areexpected to grow to US$483.9 billion by 2019 (3.5 per cent.2014-2019 CAGR). North America accounted for 44 per cent.of such global subscription and advertising revenues and is thecore market for the Group’s production strategy, whichpositions the Group to grow its revenue from the sale ofprogramming to broadcasters.

The IBISWorld Inc. Report, published in August 2015,forecasts that the US television production industry willgenerate revenues of US$34.7 billion in 2015, and grow at arate of 0.6 per cent. per annum to 2020.2

The US television market is going through a period ofdisruption with incumbent cable networks being threatened byIPTV services from telecom companies and streaming servicessuch as Netflix. Competition for consumer audiences continuesto provide opportunities for producers of exclusive televisionprogramming. While the traditional broadcast television modelremains robust, the market for “television-like” content ischanging quickly with new forms of viewing emerging, morecatch-up, more consumption on connected and mobile devicesand the advent of multi-screen viewing.

Beyond traditional broadcasters, there are several newcommissioners of original programming that have emergedrecently in the online domain, such as Netflix, Hulu, AmazonPrime, and Yahoo!. The competition for viewership between

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2 Source: The IBISWorld Inc. Report

these new entrants and the broadcasters can be expected tocontribute to the growth in overall investment in production.

Music

According to The Media Reports, the total global recordedmusic market is projected to decline at a CAGR of -2.1 percent. through 2019 to approximately US$17.4 billion inrevenues annually, but with digital recorded music revenuesexpected to increase from an estimated US$9.4 billion in 2014to US$10.6 billion in 2019 (representing a 2.5 per cent. 2014-2019 CAGR). Aided by the global rollout of a number ofinternational download and subscription services, physicalformat sales (largely CDs) are expected to be overtaken bydigital sales during 2015.

B.5 Group structure Entertainment One is the ultimate parent company of theGroup. The Group has significant subsidiary undertakings inCanada, the United Kingdom, the United States, Australia,Benelux and Spain.

B.6 Not applicable; Canadian securities laws applicable toEntertainment One do not require voting rights to be notified.

However, as at the Last Practicable Date, Entertainment Onehad been notified in accordance with DTR5 of the Disclosureand Transparency Rules of the following interests in itsCommon Shares:

Percentage of Issued Percentage of Number of Share Capital Issued Share Common prior to Capital post-Name of Shareholder Shares Completion Completion(1)

Canada Pension PlanInvestment Board 52,924,894 17.89% 17.89%

M&G Investment Management Ltd 18,453,806 6.24% 6.24%

Capital Research and Management 16,145,082 5.46% 5.46%

Standard Life Investments (Holdings)Ltd 14,886,197 5.03% 5.03%

(1) Assumes no sale or purchase of Common Shares held by suchShareholders and assuming each Shareholder takes up their full RightsIssue Entitlement.

Entertainment One is not aware of any persons who, as at theLast Practicable Date, directly or indirectly, jointly orseverally, exercise or could exercise control over EntertainmentOne nor is Entertainment One aware of any arrangements theoperation of which may at a subsequent date result in a changeof control of Entertainment One.

Entertainment One’s major Shareholders (listed above) havethe same voting rights as all other holders of Common Shares.

Notifiable interests, differentvoting rights and controllinginterests

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B.7 The tables below set out summary consolidated financialinformation of the Group for the periods indicated which hasbeen extracted without material adjustment from the financialinformation on Entertainment One as described below.

As disclosed in Note 2 to the Group’s audited consolidatedfinancial statements for the year ended 31 March 2015, from1 April 2014, the Group adopted IFRS 10 (ConsolidatedFinancial Statements) and IFRS 11 (Joint Arrangements). Theadoption of these standards had no material impact onthe Group’s financial position or performance. However, thecomparative figures for the year ended 31 March 2014 havebeen restated to reflect the adoption of these accountingstandards. Accordingly, the financial information for the yearended 31 March 2014 has been extracted either from theaudited consolidated financial statements for the year ended31 March 2014 (in which case it is labelled “audited”) or fromthe unaudited, restated comparatives included in the auditedconsolidated financial statements for the year ended 31 March2015 (in which case it is labelled as “restated”). The Grouphas not restated its audited consolidated financial statementsfor the year ended 31 March 2013 to reflect the adoption ofthese accounting standards.

The Group’s audited consolidated financial statements for theyear ended 31 March 2014 and the Group’s unaudited restatedconsolidated financial information presented for the year ended31 March 2014 included amortisation of software withindepreciation and presented amortisation of acquiredintangibles separately. As a result, the comparative figures forthe year ended 31 March 2013 have been restated on the samebasis. The restated results for the year ended 31 March 2013reflect the reclassification between investment in productionsand investment in acquired content rights. Accordingly, thefinancial information for the year ended 31 March 2013 hasalso been extracted either from the audited consolidatedfinancial statements for the year ended 31 March 2013 (inwhich case it is labelled “audited”) or from the unaudited,restated comparatives included in the audited consolidatedfinancial statements for the year ended 31 March 2014 (inwhich case it is labelled as “restated”).

The financial information for the year ended 31 March 2015has been extracted without adjustment from the consolidatedaudited financial statements for the year ended 31 March 2015.

Key financial informationand narrative description ofsignificant changes tofinancial condition andoperating results of theGroup during or subsequentto the period covered by thehistorical key financialinformation

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Group summary consolidated income statements (restated) (audited) (restated) (audited) Year Year Year Year Year ended ended ended ended ended 31 March 31 March 31 March 31 March 31 March£ million 2015 2014 2014 2013 2013

Revenue 785.8 823.0 819.6 629.1 629.1Cost of sales (578.0) (642.3) (639.4) (490.6) (490.6) ––––––– ––––––– ––––––– ––––––– –––––––Gross profit 207.8 180.7 180.2 138.5 138.5Administrative

expenses (147.8) (151.3) (151.3) (124.8) (124.8)Share of results

of joint ventures 0.2 – – – – ––––––– ––––––– ––––––– ––––––– –––––––Operating profit 60.2 29.4 28.9 13.7 13.7Finance income – 4.5 4.5 1.0 1.0Finance costs (16.2) (12.4) (12.4) (9.2) (9.2) ––––––– ––––––– ––––––– ––––––– –––––––Profit before tax 44.0 21.5 21.0 5.5 5.5Income tax charge (2.7) (1.5) (1.3) (6.6) (6.6) ––––––– ––––––– ––––––– ––––––– –––––––Profit/(loss) for the year 41.3 20.0 19.7 (1.1) (1.1)

––––––– ––––––– ––––––– ––––––– ––––––– (restated) (audited) (restated) (audited) Year Year Year Year Year ended ended ended ended ended 31 March 31 March 31 March 31 March 31 March£ million 2015 2014 2014 2013 2013

Excluding:Net finance costs (16.2) (7.9) (7.9) (8.2) (8.2)Income tax charge (2.7) (1.5) (1.3) (6.6) (6.6)Tax, finance costs

and depreciation relating to joint ventures 0.1 – – – –

Depreciation and amortisation of software (3.7) (2.6) (2.6) (2.6) (2.6)

Amortisation of acquired intangibles (22.2) (36.0) (36.0) (18.2) (18.2)

One-off items (17.9) (22.1) (22.1) (26.8) (26.8)Share-based

payment charge (3.4) (2.7) (2.7) (1.2) (1.2) ––––––– ––––––– ––––––– ––––––– –––––––Underlying EBITDA 107.3 92.8 92.3 62.5 62.5

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Group summary consolidated balance sheets (restated) (audited) (restated) (audited) 31 March 31 March 31 March 31 March 31 March£ million 2015 2014 2014 2013 2013Total non-current

assets 538.4 366.0 367.5 442.0 428.7Total current

assets 634.3 559.9 547.3 542.1 555.4 ––––––– ––––––– ––––––– ––––––– –––––––Total assets 1,172.7 925.9 914.8 984.1 984.1Total non-current

liabilities 319.6 168.6 163.0 170.5 170.5Total current

liabilities 488.3 449.2 444.4 482.8 482.8 ––––––– ––––––– ––––––– ––––––– –––––––Total liabilities 807.9 617.8 607.4 653.3 653.3 ––––––– ––––––– ––––––– ––––––– –––––––Net assets 364.8 308.1 307.4 330.8 330.8 ––––––– ––––––– ––––––– ––––––– –––––––Cash (excluding

TV production cash) (43.7) (25.5) (25.5) (26.3) (26.3)

Adjusted Gross Debt 268.6 136.6 136.6 114.1 114.1

––––––– ––––––– ––––––– ––––––– –––––––Adjusted Net Debt 224.9 111.1 111.1 87.8 87.8

Production Net Debt(1) 89.3 54.0 43.8 56.7 56.7

Net Debt 314.2 165.1 154.9 144.5 144.5

(1) 31 March (restated) (audited) (restated) (audited) 2015 31 March 31 March 31 March 31 March (audited) 2014 2014 2013 2013Production cash (27.6) (9.9) (8.2) (5.5) (5.5)Interim production

financing 116.9 63.5 51.5 60.4 60.4Other loans relating to

production business – 0.4 0.5 1.8 1.8

Production net debt 89.3 54.0 43.8 56.7 56.7

Group summary consolidated cash flow statements (restated) (audited) (restated) (audited) Year Year Year Year Year ended ended ended ended ended 31 March 31 March 31 March 31 March 31 March 2015 2014 2014 2013 2013

Net cash from operating activities 261.1 258.7 258.3 178.0 178.0

Net cash used in investing activities (381.2) (287.1) (281.5) (323.1) (323.1)

Net cash from financing activities 156.9 32.0 27.6 159.0 159.0

––––––– ––––––– ––––––– ––––––– –––––––Net increase incash and cashequivalents 36.8 3.6 4.4 13.9 13.9

Cash and cash equivalents at beginning of the year 35.5 35.0 31.8 17.4 17.4

Effect of foreign exchange rate changes on cash held (1.0) (3.1) (2.5) 0.5 0.5

––––––– ––––––– ––––––– ––––––– –––––––Cash and cash equivalents at end of the year 71.3 35.5 33.7 31.8 31.8

––––––– ––––––– ––––––– ––––––– –––––––

As at 31 March 2015, net assets amounted to £364.8 million(2014: £308.1 million). Net Debt amounted to £314.2 million(2014: £165.1 million) and Adjusted Net Debt amounted to£224.9 million (2014: £111.1 million).

Net cash from operating activities amounted to £261.1 millionin the year ended 31 March 2015 (2014: £258.7 million).

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Underlying EBITDA for the year ended 31 March 2015amounted to £107.3 million, 16 per cent. higher than the prioryear.

During the year ended 31 March 2015, the Group released227 films and delivered 520 half hours of televisionprogramming.

In January 2013, the Group completed the acquisition of theAlliance Films group of companies (independent distributor offilmed entertainment in Canada, the United Kingdom andSpain) for consideration of £157.0 million.

In January 2015, the Company completed the acquisition of a51 per cent. stake in The Mark Gordon Company forconsideration of £86.3 million.

Other than as set out above, there has been no significantchange to Entertainment One’s financial condition or operatingresults during or subsequent to the period covered by thehistorical key financial information set out in the accounts,being the three years ended 31 March 2013, 2014 and 2015.

On 1 July 2013, the Company completed its transfer to thepremium listing segment of the Official List and on23 September 2013, the Company was included in the FTSE250 UK Index Series.

B.8 Not applicable; no pro forma information is included in thisdocument.

B.9 Not applicable; no profit forecast or estimate has been made byEntertainment One.

B.10 There are no qualifications in the audit reports in respect ofEntertainment One’s financial statements for the three yearsended 31 March 2015.

B.11 Insufficient working capital Not applicable. Entertainment One is of the opinion that theGroup has sufficient working capital for its presentrequirements, that is for at least the next 12 months from thedate of the publication of this document.

Section C – Securities


C.1 Pursuant to the Rights Issue, the Company is proposing to issue131,476,173 New Common Shares and the New DepositaryInterests related to them to Qualifying Shareholders, otherthan, subject to certain exceptions, Excluded OverseasShareholders, at 153.0 pence per New Common Share,representing 44.4 per cent. of the issued share capital of theCompany immediately following Admission. The ISIN for theNil Paid Rights is CA29382B1105 and the ISIN for the FullyPaid Rights is CA29382B1287.

C.2 The New Common Shares are priced in pounds sterling andwill be quoted and traded in pounds sterling.

Selected key pro formafinancial information

A profit forecast andestimate

Qualifications in the auditreport on the historicalfinancial information

Type and the class ofsecurities being offered

Currency of the securitiesissue

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C.3 On the Last Practicable Date, the Company had an issued sharecapital of 295,821,389 Common Shares of no par value.

C.4 The New Common Shares will, when issued and fully paid,rank pari passu in all respects with Common Shares, includingthe right to all future dividends and distributions made,declared or paid after the date of their issue.

C.5 There are no restrictions on the free transferability of thesecurities. However, the making of the offer of New CommonShares and the New Depositary Interests to persons who arelocated or resident in or who have a registered address incountries other than the United Kingdom may be affected bylaw or regulatory requirements of the relevant jurisdictions,which may include restrictions on the free transferability of theCommon Shares and Depositary Interests.

C.6 Admission Application will be made to the UK Listing Authority and tothe London Stock Exchange for the New Common Shares to beadmitted to the premium listing segment of the Official Listand trading (nil paid) on the London Stock Exchange’s mainmarket for listed securities. It is expected that Admission willbecome effective on 5 October 2015 and that dealings in NewCommon Shares (nil paid) will commence at 8.00 a.m. on5 October 2015.

C.7 Dividend policy On 11 September 2014, the Company paid its first dividend toShareholders of 1.0p per Common Share in respect of the yearended 31 March 2014. On 10 September 2015 the Companypaid its second dividend to Shareholders of 1.1p per CommonShare in respect of the year ended 31 March 2015.

The Company has adopted a progressive dividend policy thatreflects the underlying prospects of the Group.

Section D – Risks


D.1 • The Group is dependent on audience acceptance of itsprogramming and content and long term popularity of thebrands it exploits.

• The entertainment industry experiences frequent changedriven by technological development and the overalleffect this has on the revenue and profits of the Group isunpredictable.

• The production of films and television programmesrequires a substantial investment of capital which thegroup typically funds through interim productionfinancing, the availability of which could be limited.

• The Group’s business would be adversely affected if thecontent producers and distribution channels with whichthe Group works stop licensing content to the Group, orpurchasing content from the Group, on favourable termsor at all and the Group is unable to establish new

Shares issued and par valueper share

Description of the rightsattached to the securities

Restrictions on the freetransferability of thesecurities

Key information on the keyrisks that are specific toEntertainment One or itsindustry

14

relationships to ensure the acquisition and sale of contentin a timely and efficient manner.

• The Group’s success depends on its ability to attract,recruit and retain quality employees. The Group’sinability to retain, attract or recruit where necessary,members of the Group’s senior management, other keyemployees and employees generally could have amaterial adverse effect on the Group’s business, financialcondition, operating results or prospects.

• The Group utilises certain government incentiveprogrammes and tax credits in Canada to finance aportion of the Group’s production budgets and if thesewere to be reduced, amended or eliminated, or if theGroup no longer qualifies for them, the Group’s business,results of operations, prospects or financial conditioncould be materially adversely affected. For example, theGroup’s content includes films and televisionprogrammes that are certified as Canadian contentprogramming (“Cancon”). There can be no assurancethat the Group’s programming will continue to qualify asCancon and/or that the advantages currently provided tothe Group as a supplier of Cancon programming will notbe eliminated or scaled back.

• The Group may be unable to successfully implement itsbusiness strategies, including in relation to the acquisitionof a majority interest in Astley Baker Davies Limitedwhich will be funded by the proceeds of the Rights Issue,in the time period set out in its business plan or at all. Anyfailure in this regard could have a material adverse effecton the Group’s business, financial condition, operatingresults or prospects.

• The Group has entered into long-term agreements toacquire films from various producers, if such agreementsare not renewed either on favourable terms or at all, itcould have a material adverse effect on the Group’sbusiness, financial condition, operating results orprospects.

• The Group’s ability to compete depends, in part, uponsuccessful protection of its intellectual property.Although the Group attempts to protect its intellectualproperty rights through copyright and trademark laws andcontractual arrangements with reputable companies,existing copyright and trademark laws may afford onlylimited practical protection.

• Third parties may claim that the Group’s productionsmisappropriate or infringe their intellectual propertyrights and, irrespective of the validity of such claims, theGroup could incur costs in defending such claims.

• The conversion of content into digital formats facilitatesthe creation, transmission and “sharing” of high quality

15

unauthorised copies of films, television programmes andrecorded music. As a result, consumers may be able todownload and distribute unauthorised or pirated copies ofcopyrighted content. Significant growth in theseconsumer practices in either film or television could havea material adverse effect on the Group’s business,financial condition, operating results or prospects.

D.3 • An active trading market in the Nil Paid Rights may notdevelop on the London Stock Exchange. As the tradingprice of the Nil Paid Rights depends on the trading priceof the Common Shares, the Nil Paid Rights price may bevolatile and subject to fluctuations.

• Qualifying Shareholders who do not take up the offer ofNew Common Shares under the Rights Issue willexperience a dilution in their ownership and votinginterests in the Company.

• The public trading market of the Common Shares maydecline below the subscription price for the NewCommon Shares. Should that occur after investorsexercise their rights in the Rights Issue, investors willsuffer an immediate unrealised loss as a result.

• Shareholders outside the United Kingdom may not beable to take up the Nil Paid Rights under the Rights Issueor under future equity offerings and so may not receivethe theoretical economic benefit of such Nil Paid Rights.

• The Board cannot predict what effect, if any, future salesof Common Shares, or the availability of Common Sharesfor future sale, will have on the market price of CommonShares. Sales of substantial numbers of Common Sharesin the public market could adversely affect the marketprice of Common Shares and make it more difficult forShareholders to sell their Common Shares.

• The trading price of the Common Shares may be subjectto wide fluctuations in response to a range of events andfactors (e.g. variations in operating results, legislativechanges in the Group’s sector), regardless of theperformance of the Group.

• Whilst the Company has adopted a progressive dividendpolicy, a change in this policy would result in changes tofuture dividend payments declared by the Company.

Section E – Offer


E.1 The total proceeds of the Rights Issue (assuming that all NewCommon Shares are issued) are expected to be approximately£195.3 million (net of estimated expenses relating to the RightsIssue). The total costs, charges and expenses (including feesand commissions) payable by the Company in connection with

Key information on the keyrisks that are specific to theCommon Shares and the NilPaid Rights

Total net proceeds and anestimate of the totalexpenses of the offer of NewCommon Shares

16

the Rights Issue are estimated to be approximately £5.9million. No expenses will be charged by the Company to thepurchasers of the New Common Shares.

E.2a On 30 September 2015, the Company announced the proposedacquisition of 70 per cent. of the issued share capital of AstleyBaker Davies Limited for £140,000,000 payable in cash onCompletion. Astley Baker Davies Limited is currently ownedjointly by Neville Astley, Mark Baker and Phil Davies, thecreators and co-producers of BAFTA Award-winningchildren’s animated series, Peppa Pig. As part of theAcquisition, each of the ABD Sellers will sell an equalproportion of their respective shareholding in Astley BakerDavies Limited to Entertainment One UK Holdings, which,from Completion, will result in Entertainment One UKHoldings holding 70 per cent. of the entire issued share capitalof Astley Baker Davies Limited and the ABD Sellers betweenthem holding the remaining 30 per cent. in equal proportions.

Astley Baker Davies Limited currently owns 50 per cent. of thePeppa Pig Ownership Rights. The other 50 per cent. of thePeppa Pig Ownership Rights are owned by Entertainment OneUK Limited (having been assigned to Entertainment One UKLimited by Astley Baker Davies Limited under the ExistingCo-Production Agreements).

In addition, under the Existing Co-Production Agreements,Astley Baker Davies Limited has granted Entertainment OneUK Limited the sole and exclusive worldwide right to exploitand authorise others to exploit the Peppa Pig Property in allforms not presold by Astley Baker Davies Limited to certainbroadcasters. All earnings from the exploitation of these rightsby Entertainment One UK Limited are split equally, afterdeduction of certain costs, between Entertainment One UKLimited and Astley Baker Davies Limited.

By virtue of the Acquisition, the Group will increase its interestin the Peppa Pig Ownership Rights from its current 50 percent. interest to 85 per cent. (35 per cent. being held indirectlythrough its 70 per cent. shareholding in Astley Baker DaviesLimited) and its related share of earnings from the exploitationof the Peppa Pig Property will increase accordingly.

Astley Baker Davies Limited, TEF and Entertainment One UKLimited have entered into the New Co-Production Agreementfor the production of new episodes of Peppa Pig which isconditional on Completion.

Over 200 episodes of the Peppa Pig TV series have beenproduced to date and the series has been broadcast in over180 territories. Peppa Pig is the number one pre-schoollicensed property in the UK and a number of other territoriesaround the world and is the Group’s most successful licensingproperty. The number of licensing agreements entered into byEntertainment One UK Limited relating to the Peppa PigProperty worldwide exceeded 600 as at 31 March 2015 and theDirectors believe that licensing of the Peppa Pig Property

Reasons for the offer of NewCommon Shares, use ofproceeds and estimated netamount of the proceeds

17

generated in excess of US$1 billion of retail sales in the yearended 31 March 2015.

Entertainment One proposes to raise approximately£195.3 million (net of expenses relating to the Rights Issue) byway of a 4 for 9 Rights Issue of 131,476,173 New CommonShares at a price of 153.0 pence per New Common Share. TheRights Issue is fully underwritten by the Underwriters pursuantto the terms of the Underwriting Agreement.

The Company intends to use the proceeds of the Rights Issueas follows:

• £140,000,000 in order to satisfy the considerationpayable on Completion pursuant to the Share PurchaseAgreement;

• £7,600,000 in order to satisfy the costs and expensesassociated with the Acquisition and Rights Issueincluding bank, legal and accounting fees; and

• the remainder of the proceeds of the Rights Issue will alsoallow some deleveraging of the Group’s balance sheet,which will increase financial flexibility for managementto implement Entertainment One’s overall growthstrategy and support the execution of the Group’sstrategic goals.

E.3 Pursuant to the Rights Issue, the Company is proposing to offerNew Common Shares by way of a Rights Issue to QualifyingShareholders. The offer is to be made at 153.0 pence per NewCommon Share, payable in full on acceptance by no later than11.00 a.m. on 19 October 2015. The Rights Issue is expected toraise approximately £195.3 million (net of expenses). TheRights Issue Price represents a 43.8 per cent. discount to theClosing Price of 272.0 pence per Common Share on29 September 2015 (being the last trading day prior to theannouncement of the Rights Issue) and a 35.0 per cent.discount to the theoretical ex-rights price of 235.4 pence perCommon Share calculated by reference to the Closing Price on29 September 2015.

The Rights Issue will be made on the basis of: 4 New CommonShares at 153.0 pence per New Common Share for every 9Common Shares held by Qualifying Shareholders on theRecord Date.

The Depositary holds Common Shares and accordingly willreceive a provisional allotment of New Common Shares onbehalf of Qualifying Depositary Interest Holders. TheDepositary will pass on the provisional allotment made in itsfavour to Qualifying Depositary Interest Holders other than,subject to certain exceptions, Qualifying Depositary InterestHolders with a registered address, or resident, in the RestrictedJurisdictions and otherwise in accordance with the terms andconditions set out in this document and in accordance with theDeed Poll.

Terms and conditions of theoffer of the New CommonShares

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Entitlements to New Common Shares and New DepositaryInterests will be rounded down to the next lowest wholenumber (or to zero in the case of Shareholders or DepositaryInterest Holders holding fewer than 9 Common Shares orDepositary Interests at the close of business on the RecordDate) and fractional entitlements will not be allotted toQualifying Shareholders but will be aggregated and, if a priceover the Rights Issue Price and the expenses of sale can beobtained, sold to the market for the benefit of the QualifyingShareholders who would otherwise have been entitled to suchfraction of a New Common Share and/or New DepositaryInterest, save that Qualifying Shareholders will not receive anyproceeds in respect of a fractional entitlement in the unlikelyevent that such proceeds have a value of £5 or less. Holdings ofCommon Shares in certificated and uncertificated form asDepositary Interests will be treated as separate holdings for thepurpose of calculating entitlements under the Rights Issue.

The Rights Issue is fully underwritten by the Underwriterspursuant to the Underwriting Agreement.

The Rights Issue will result in 131,476,173 New CommonShares being issued (representing approximately 44.4 per cent.of the existing issued share capital of the Company).

The Rights Issue is conditional, inter alia, upon:

a) Admission becoming effective by not later than 8.00 a.m.on 5 October 2015 (or such later time or date as the JointBookrunners may agree with the Company, but so that theAcceptance Date (which shall fall no earlier than 10Business Days after Admission) is not later than30 October 2015); and

b) the Underwriting Agreement having becomeunconditional in all respects (save for conditions relatingto Admission) and not having been terminated inaccordance with its terms prior to Admission.

The New Common Shares will, when issued and fully paid,rank pari passu in all respects with the Common Shares,including the right to all future dividends and distributionsmade, declared or paid after the date of their issue.

E.4 Not applicable. There is no interest, including any conflictinginterest, which is material to the Rights Issue.

E.5 Entertainment One Ltd.

Pursuant to the Underwriting Agreement, the Company hasagreed, subject to certain customary exceptions, not to issue orallot any Common Shares (or Depositary Interests) or rights tosubscribe for Common Shares (or Depositary Interests) for100 days following completion of the Rights Issue without theprior written consent of the Underwriters. Other than as stated,there are no other lock-up arrangements in place in connectionwith the Rights Issue.

Interests that are material tothe offer of the NewCommon Shares includingconflicting interests

Name of the offeror andlock-up arrangements

19

E.6 Dilution A Qualifying Shareholder who sells or otherwise does not takeup its Nil Paid Rights will experience a 30.8 per cent. dilution(i.e. its proportionate interest in the Company will drop by30.8 per cent.) if the Rights Issue completes.

E.7 Not applicable. There are no commissions, fees or expenses tobe charged to investors by the Company in respect of theRights Issue.

Estimated expenses chargedto the investor

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RISK FACTORS

Any investment in Entertainment One and the Common Shares carries a number of risks. Prospectiveinvestors should review this document carefully and in its entirety (together with any documentsincorporated by reference into it) and consult with their professional advisers before acquiring anyCommon Shares. You should carefully consider the risks and uncertainties described below, togetherwith all other information in this document and the information incorporated into this document byreference, before making any investment decision. Prospective investors should note that the risksrelating to the Group, its industry and the Common Shares summarised in the section headed“Summary” are the risks that the Directors believe to be most essential to an assessment by aprospective investor of whether to consider an investment in the Common Shares.

A number of factors affect and will affect the operating results, financial condition and prospects ofthe Group. This section describes risk factors considered to be material in relation to the Group basedon information known at the date of this document. Each of these risks will continue to be relevant tothe Group following Completion.

However, these should not be regarded as a complete and comprehensive statement of all potentialrisks and uncertainties. Additional risks and uncertainties that are not presently known, or which arecurrently deemed immaterial, may also have an adverse effect on the Group’s operating results,financial condition or prospects. If any such risks were to materialise, the price of the Common Sharescould decline as a consequence and investors could lose all or part of their investment.

The information given is as of the date of this document and, except as required by the FCA, theLondon Stock Exchange, the Listing Rules, the Prospectus Rules or any other applicable law orregulation, will not be updated. Any forward looking statements are made subject to the reservationsspecified under ‘Forward-Looking Statements’ on page 33 of this document.

1. Risks relating to the Group

1.1 The Group is dependent on audience acceptance of programming and content produced, providedor distributed by the Group and long term popularity of the brands it exploits

Operating in the entertainment industry involves a substantial degree of risk. Audience acceptance offilm and television entertainment programming and content is determined not only by inherentlyunpredictable audience reactions to a production’s artistic components, but also by critical reviews,promotions, the quality and acceptance of films and television programmes and content released intothe marketplace at or near the same time, the availability of alternative forms of entertainment andleisure time activities, general economic conditions and public tastes generally, all of which couldchange rapidly and most of which are beyond the control of the Group. A lack of audience acceptanceof the film or television programming and content produced or distributed by the Group could have amaterial adverse effect on the Group’s business, results of operations, prospects and financialcondition. Successful exploitation of the Group’s rights to family programming and associatedlicensing and merchandising is dependent on continuing audience acceptance and long termpopularity of the brands exploited by the Group. A fall in popularity of such brands in the future couldlimit the Group’s opportunities to license and merchandise and otherwise fully exploit its rights,including its rights in respect of the Peppa Pig Property, which could negatively affect the Group’sfuture revenue streams.

In addition, because a film’s or television programme’s performance in ancillary markets, such ashome entertainment and pay and free television, is often correlated to its box office performance ortelevision ratings, poor box office results or poor television ratings may negatively affect the Group’sfuture revenue streams. The Group’s success will depend on the experience and judgement of theGroup’s management to select and develop new investment and production opportunities. There canbe no assurance that films and television programmes produced or distributed by the Group willobtain favourable reviews or ratings, that films distributed or produced by the Group will perform wellat the box office or in ancillary markets or that broadcasters will license the rights to broadcast any of

21

the Group’s television programmes in development or renew licences to broadcast programmes in theGroup’s library. The failure to achieve any of the foregoing could have a material adverse effect onthe Group’s business, financial condition, operating results or prospects.

1.2 Technological development, including changes in entertainment delivery formats, drives frequentchanges within the film and television industry and the Group’s failure to respond to or capitaliseon these changes could have a material adverse effect on the Group

The entertainment industry experiences frequent change driven by technological development,including developments with respect to the formats through which films, television programming andrecorded music are delivered to consumers. For example, in recent years film and televisionconsumers have begun to spend an increasing amount of time on the internet and on mobile devicesand increasingly seek to download and/or view content on a time-delayed or on-demand basis viatelevisions and on handheld or portable devices, which has caused significant changes to the retaildistribution of films, television programming and recorded music. The overall effect thattechnological development and new forms of entertainment have on the revenue and profits the Groupderives from its entertainment content is unpredictable and the Group’s business, financial condition,operating results or prospects could be materially and adversely affected if the Group fails toaccurately assess and effectively respond to technological change in the entertainment industry.

1.3 The production of films and television programmes require a substantial investment of capital andEntertainment One utilises interim production financing to invest in productions

The Group invested £114.5 million in productions (net of grants received) for the year ended31 March 2015. The Group utilises interim production financing to finance the portion of itsproductions it cannot fund through pre-sales and other immediately available funding sources, andhad £116.9 million in interim production financing outstanding as of 31 March 2015. Whilst theGroup has not historically had difficulties obtaining interim production financing on commerciallyreasonably terms, in the event that interim production financing becomes unavailable, for example, iffinance providers become unwilling or unable (due to creditors own constraints and ability to lend) toprovide interim production financing on reasonable commercial terms or at all, the Group may nothave sufficient alternative funding sources available to finance a particular production. In this case,the Group may not be able to produce the films and television programmes it aims to do as part of itsbusiness plan and strategy which could materially and adversely affect the Group’s business, financialcondition, operating results or prospects.

1.4 The Group is dependent on its relationships with content producers and distribution channels andthose relationships are critical to the Group’s operations

The Group obtains distribution rights for films from third-party content producers and producestelevision programmes that the Group sells to a number of distribution channels. The Directors believethat the Group’s financial performance is affected by its relationships with these content producersand distribution channels. Some of these content producers are affiliates of major studios that havetheir own distribution capability in the markets in which the Group operates, and some of thesedistribution channels produce their own content or are affiliated with other content producers. Thesecontent producers and distribution channels may decide, or be required by their respective parentcompanies, to use their intra-company distribution or content production capabilities rather thancontracting with the Group for distribution or content production. The Group’s business, financialcondition, operating results or prospects could be materially and adversely affected if the contentproducers and distribution channels with which the Group works stops licensing content to the Group,or purchasing content from the Group, on favourable terms or at all and the Group is unable toestablish new relationships to ensure the acquisition and sale of content in a timely and efficientmanner.

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1.5 The Group faces competition from major film studios and television production companies as wellas other independent distributors and independent content producers

The Group competes with other companies that produce and distribute films and televisionprogrammes. As an independent distributor and producer, the Group competes with major US andinternational studios, including Disney, Paramount, Sony, Twentieth Century Fox, Universal andWarner Bros., that release a large number of films annually and command a significant share of boxoffice revenues and television air time. Most of the major US studios are part of large, diversifiedcorporate groups with a variety of other operations, including television networks and cable channelsthat can provide both in-house distribution capability and varied sources of earnings that may allowthem to better offset fluctuations in the financial performance of their film and television operations.Some of these competitors have substantially greater marketing and financial resources than theGroup does and may be able to compete aggressively on pricing in order to increase box officerevenues and television air time. In addition, the resources of the major studios may give them anadvantage in acquiring other businesses or assets, including film libraries, that the Group might alsobe interested in acquiring. The Group also competes with other independent film and televisionproduction or distribution companies such as StudioCanal, Village Roadshow and Entertainment FilmDistributors. The competition the Group faces may cause it to lose market share, achieve lower pricesfor its productions or pay more for third-party content, any of which could have a material adverseeffect on the Group’s business, financial condition, operating results or prospects.

1.6 The home entertainment market is transitioning to digital, the Group’s business, financialcondition, operating results or prospects could be materially and adversely affected if it is unableto replace revenue from physical home entertainment with revenue from other media channels

The overall physical home entertainment market is transitioning to digital, showing steady declinessince 2011 and a decline of 5.8 per cent. CAGR 2014-2019 based on The Media Reports, and isexpected to continue to decline as consumers switch to digital viewing to watch films in their homesand on the move. Factors contributing to the decline of the physical home entertainment marketinclude decreasing prices driven by intense competition, decreasing retail shelf space dedicated tophysical home entertainment and the increasing consumer preference for alternative media channelssuch as video-on-demand and internet distribution. For the year ended 31 March 2015, the Groupgenerated approximately 42 per cent. of its Film Division revenue from physical home entertainmentand approximately 32 per cent. of the Group’s total revenue from physical home entertainment. If theGroup fails to shift from the physical home entertainment market to growing media channels such asdigital, the Group’s business, financial condition, operating results or prospects could be materiallyand adversely affected.

1.7 The Group’s success depends on its ability to attract, recruit and retain quality employees

The Group’s success depends on its ability to attract, recruit and retain quality employees.Competition for the limited number of business, production, creative and other personnel necessaryto create and distribute the Group’s entertainment content is intense and may grow in the future. TheGroup’s inability to retain, or successfully attract and recruit where necessary, members of theGroup’s senior management, other key employees and employees generally could have a materialadverse effect on the Group’s business, financial condition, operating results or prospects.

1.8 The distribution of Canadian certified content is an important part of the Group’s business and theGroup benefits from funding from the Canadian Government

The Group utilises certain government incentive programmes and tax credits in Canada to finance aportion of the Group’s production budgets. If these incentive programmes or tax credits were to bereduced, amended or eliminated, or if the Group no longer qualified for these programmes or taxcredits, the Group’s business, financial condition, operating results or prospects could be materiallyadversely affected.

The Company’s content includes film and television programmes that are certified as Canadiancontent programming or “Cancon”. Canadian broadcasters are required by the Canadian

23

Radio-television and Telecommunications Commission (“CRTC”), as a condition of their broadcastlicences, to devote a certain portion of their programming schedules to the broadcast of Cancon andto spend a certain portion of their revenues on Cancon. There can be no assurance that the CRTC’spolicies applicable to Canadian broadcasters with respect to Cancon will not be eliminated or scaledback, thereby reducing the advantages that they currently provide to the Company as a supplier ofsuch programmes.

Although the Company has taken measures to ensure that it continues to be “Canadian” under theInvestment Canada Act, there can be no assurance that the Company’s programming will continue toqualify as Cancon. In the event a production ceases to qualify as Cancon, the Company would be indefault under any government incentives or broadcast licences for that production, Canadianbroadcasters would not be able to use the programme to meet their Canadian programmingobligations, and the broadcaster could refuse to accept the Company’s production, which couldadversely affect the Company’s business, financial condition, operating results or prospects.

1.9 The loss of the Company’s Canadian status could result in the loss of licences, incentives and taxcredits

The Company and its subsidiaries are able to benefit from a number of licences, incentiveprogrammes and Canadian government tax credits as a result of the Company being “Canadian” asdefined in the Investment Canada Act. Although the Company has taken measures to ensure that itsCanadian status is maintained, the Minister of Canadian Heritage may nevertheless determine that theCompany is not a Canadian controlled entity under the Investment Canada Act. The loss of theCompany’s Canadian status could have a material adverse effect on the Group’s business, financialcondition, operating results or prospects.

1.10 Failure to successfully implement the Group’s strategy could have an adverse effect on its business

The Group may be unable to successfully implement its business strategies including in relation to theAcquisition which will be funded by the proceeds of the Rights Issue, in the time period set out in itsbusiness plan or at all. The Group’s ability to implement its strategies in a competitive market requireseffective planning and management and the Group’s future growth will depend on its ability toimplement its strategy and expand and improve its operations. The Board believes that through theAcquisition, Entertainment One will have control over the future development of Peppa Pig which isconsistent with the objective of developing Peppa Pig into the world’s leading pre-school property andcontinuing to build a balanced Family Business portfolio. Any failure to successfully achieve thisobjective or implement the Group’s broader strategy could have a material adverse effect on theGroup’s business, financial condition, operating results or prospects.

1.11 The Group is subject to risks associated with acquisitions, business combinations and jointventures, and the integration of these businesses with the Group’s business

Should the Group seek to make material acquisitions or investments in the future, it may not havesufficient funds available or be able to raise sufficient funds on acceptable terms or at all. If financingis available, it may be available only on terms that significantly increase the Group’s borrowing costsor materially restrict the Group’s ability to operate its business. Any such future acquisitions orinvestments may require the Group to use significant amounts of cash or incur debt, each of whichcould materially and adversely affect the Group’s business, results of operations and financialcondition.

Although the Group is currently not a party to any binding commitments or agreements with respectto any acquisitions, other than the proposed acquisition of Astley Baker Davies Limited, the Groupsometimes engages in discussions and activities with respect to possible acquisitions, sale of assets,business combinations, or joint ventures intended to complement or expand the Group’s business,some of which may be significant transactions for the Group. The Group may not realise theanticipated benefit from any of the transactions it pursues, including the Group’s anticipated benefitsrelating to the Acquisition.

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Integrating any business that the Group acquires or has acquired or with which the Group combinesor has combined may be distracting to the Group’s management and disruptive to the Group’sbusiness and may result in significant costs. The Group could face challenges in consolidatingfunctions and integrating procedures, information technology and accounting systems, personnel andoperations in a timely and efficient manner. Any such integration may be unsuccessful, or theintegration could take longer than anticipated, and the Group may have difficulty managing thecombined entity in the short term if it experiences a significant loss of management personnel duringthe transition period after the acquisition.

The negotiation of a potential transaction could require the Group to incur significant costs and divertmanagement’s time and resources, and elements of such costs will be incurred regardless of whetherthe Group consummates any such transaction. The Group will incur non-recurring costs associatedwith the Acquisition and the Rights Issue, including fees payable to legal, financial and accountingadvisers which are estimated to be approximately £7.6 million. Elements of these costs, and elementsof costs incurred relating to other potential transactions, will still be payable by the Companyirrespective of whether any such transaction, including the Acquisition, are consummated. Any of theforegoing could have a material adverse effect on the Group’s business, financial condition, operatingresults or prospects.

1.12 The Group has entered into long-term output licensing agreements for the acquisition of contentand these agreements may not be renewed on favourable terms or at all

The Group has entered into long-term agreements to acquire films with producers, including SummitEntertainment, The Weinstein Company, Lionsgate Entertainment, Focus Features, Miramax Filmsand DreamWorks, which are at various stages through their terms. In total, such agreements accountedfor 54 releases, representing 24 per cent. of the Group’s total releases for the year ended 31 March2015. These agreements require the Group to pay for films released by the relevant studio at ratestypically calculated by reference to the film’s budget (subject to maximum amounts payable per filmand a cap on the maximum number of films that can be delivered to the Group each year).

In addition, the Group has entered into long term contracts for the acquisition of certain of the Group’stelevision programmes from AMC Networks.

As these contracts expire, the Group must renew or renegotiate them; equally, these arrangements areterminable by counterparty under certain circumstances (including unremedied material breach). Ifthe Group is unable to renew or replace them on acceptable terms, the Group may not be able toreplace this content with single film acquisitions. Even if these contracts are renewed or replaced, theterms on which the Group acquires content may be less favourable than the terms of the Group’scurrent agreements and the financial success or quantity of films and television programmes theGroup acquires through these long-term contracts may decrease. There can also be no assurance thatrevenues based on these long-term contracts will exceed the costs of acquiring the films or thetelevision programmes. In each case, the Group’s business, financial condition, operating results orprospects could be materially and adversely affected.

1.13 The Group may incur impairments and write-offs if the films and television programmes itacquires and produces do not perform well enough to recoup their acquisition, production,marketing and distribution costs

The Group incurs significant costs to acquire, produce and distribute content.

Most agreements to acquire content for distribution require minimum guarantees against royalties.The minimum guarantees are derived from the Group’s estimate of net revenues that will be realisedfrom its distribution of the title in the relevant markets, and actual results may differ from thoseestimates. If sales do not meet the Group’s original estimates, the Group may (i) not recognise theexpected gross margin or net profit, (ii) not recoup its minimum guarantees or distribution expenses,(iii) record accelerated amortisation and/or fair value write-downs of minimum guarantees paid; or

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(iv) not recoup the additional funds and expenses invested to market films that the Group has producedor acquired.

With respect to content the Group produces, the Group is required to amortise capitalised productioncosts based on estimated ultimate revenues as the Group recognises revenue from the associated filmsor television productions. Unamortised production costs are evaluated for impairment each reportingperiod on a project-by-project basis. If estimated remaining revenue is not sufficient to recover theunamortised production costs, the unamortised production costs will be written down to fair value. Inany given quarter, if the Group lowers its previous forecast with respect to total anticipated revenuefrom any individual film or other project, it may be required to accelerate amortisation or recordimpairment charges with respect to the unamortised costs, even if the Group has previously recordedimpairment charges for such film or other project. Such impairment and accelerated amortisationcharges and write-offs could materially and adversely impact the Group’s business, financialcondition, operating results or prospects.

1.14 Failure to obtain or maintain protection over the Group’s intellectual property could have anadverse effect on the Group

The Group’s ability to compete depends, in part, upon successful protection of its intellectualproperty. The unauthorised distribution, duplication and exhibition of films, television programmesand recorded music is prohibited under the copyright laws of Canada, the United Kingdom, the UnitedStates, Australia, Benelux, Spain and most other countries. These laws impose substantial sanctionsfor the unauthorised distribution, duplication or exhibition of such content.

The Group attempts to protect the intellectual property rights to its productions and acquired contentthrough available copyright and trademark laws and contractual arrangements with reputablecompanies. Despite these precautions, existing copyright and trademark laws may afford only limitedpractical protection and intellectual property rights are vulnerable to attempts by third parties toinvalidate or revoke them. As a result, it may be possible for unauthorised third parties to copy anddistribute the Group’s productions or certain portions or applications of the Group’s intendedproductions or otherwise infringe upon the Group’s intellectual property rights and such risk could beincreased as a result of the Acquisition due to the Group’s increased interest in the Peppa Pig Property,which could have a material adverse effect on the Group’s business, financial condition, operatingresults or prospects.

The Group is not currently involved in any material intellectual property litigation; however, as partof the ordinary course, it defends its intellectual property rights through litigation and litigation willlikely be necessary in the future to continue to enforce the Group’s intellectual property rights,determine the validity and scope of the proprietary rights of others, and/or defend against claims ofinfringement or invalidity. Any such litigation, infringement or invalidity claims could result insubstantial costs and the diversion of resources and could have a material adverse effect on theGroup’s business, results of operations, prospects and financial condition. There can be no assurancesthat infringement or invalidity claims will not materially adversely affect the Group’s business,financial condition, operating results, liquidity and prospects. Regardless of the validity or the successof the assertion of these claims, the Group could incur costs and diversion of resources in enforcingits intellectual property rights or in defending such claims, which could have a material adverse effecton the Group’s business, financial condition, operating results or prospects.

1.15 Others may assert intellectual property infringement claims against the Group

One of the risks of the Group’s business, including in respect of the licensing and merchandising ofPeppa Pig, is the possibility that others may claim that the Group’s productions misappropriate orinfringe their intellectual property rights. Any such assertions or claims may materially adverselyaffect the Group’s business, financial condition, operating results or prospects. Irrespective of thevalidity or the successful assertion of such claims, the Group could incur costs in defending suchclaims, which could have a material adverse effect on the Group’s business, financial condition,operating results or prospects. If any claims or actions are asserted against the Group, it may seek to

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settle such claim by obtaining a licence from the plaintiff covering the disputed intellectual propertyrights. There can be no assurances, however, that under such circumstances a licence, or any otherform of settlement, would be available on reasonable terms or at all.

1.16 The Group is exposed to the risks associated with content piracy, including digital and internetpiracy which may adversely affect the business, results of operations, prospects and financialcondition of the Group

The conversion of content into digital formats facilitates the creation, transmission and “sharing” ofhigh quality unauthorised copies of films, television programmes and recorded music. As a result,consumers may be able to download and distribute unauthorised or pirated copies of copyrightedfilms, television programmes and recorded music over the internet. Some consumers may choose tostream, download or purchase physical and digital pirated versions of content rather than watch orlisten to the Group’s content via legitimate channels, whether cinema, physical home entertainment,authorised digital or broadcast services. Significant growth in these consumer practices in either filmor television could have a material adverse impact on the Group’s business, financial condition,operating results or prospects.

1.17 The Group is dependent on its management information systems

The Group’s ability to conduct its business, including maintaining financial controls, is based in parton the efficient and uninterrupted operation of its computer systems, including its managementinformation systems and access to the internet. If any of the Group’s financial, rights management,personnel, email, other information technology systems, internet access or other systems or processeswere to stop operating properly for any significant period of time for any reason (including, forexample, hardware or software malfunctions, computer viruses, internet problems or sabotage), theGroup could suffer a disruption to its business, loss of data, regulatory intervention or reputationaldamage.

1.18 The Group’s financial results may fluctuate materially depending on the number, timing andcommercial success of its film and television releases

The results of operations of the Group for any particular period are dependent on the number, timingand commercial success of the films, television programmes and music content it delivers or releasesduring that period, none of which are entirely within the control of the Group or can be predicted withcertainty. Consequently, the Group’s results of operations may fluctuate materially from period-to-period and the results of any one period may not be indicative of results for future periods.

1.19 The seasonality of the Group’s businesses could negatively impact the Group’s operations

The Group’s business is normally subject to seasonal variations based on the timing of film cinemareleases, physical home entertainment and television and digital content releases. Release dates aredetermined by several factors, including timing of holiday periods, the US release date of the film andcompetition in the market. Also, revenues for the Group’s licensed consumer products are influencedby seasonal consumer purchasing behaviour. Accordingly, if a short-term negative impact on theGroup’s business occurs during a time of high seasonal demand, the effect could have adisproportionate effect on the Group’s results for the year.

1.20 A high rate of product returns in the Group’s physical home entertainment business may adverselyaffect its business, results of operations, and financial condition

As is typical in the physical home entertainment distribution business, the Group experiences arelatively high level of product returns as a percentage of its revenues. The Group’s allowances forsales returns may not be adequate to cover potential returns in the future, particularly in the case ofconsolidation within the physical home entertainment market which, when it occurs, tends to result ininventory consolidation and increased returns.

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1.21 The Group depends on third-parties for services such as replication and delivery of physical homeentertainment products

The Group relies on third-parties for services such as replication and delivery of its physical homeentertainment products. The termination of the Group’s arrangements with these third-party serviceproviders, or the failure or inability of one or more of these third-party service providers to performon a timely or cost-efficient basis, could disrupt the Group’s business, reduce net sales and harm theGroup’s reputation. Furthermore, an increase in the amount charged by these third-party serviceproviders could negatively affect the Group’s gross margins and earnings.

1.22 The Group is dependent on global economic conditions

The global economy has recently experienced a period of significant turbulence and uncertainty. TheGroup’s performance depends to a certain extent on a number of macro¬economic factors outside oftheir control which affect consumer and commercial spending, including political, financial andeconomic conditions. Factors affecting disposable consumer income and international trade include,among other things, gross domestic product growth, unemployment rates, consumer and businessconfidence, social and industrial unrest, the availability and cost of credit, interest rates, taxation,regulatory changes, oil and utility prices and terrorist attacks. A decline in consumer spending thatresults in lower spending on entertainment could materially and adversely affect the Group’s business,financial condition, operating results or prospects.

1.23 The Group is exposed to risks inherent in operating across different markets

The Group has television and film distribution and production operations in North America, Europeand Australasia and, as a result, its business is subject to certain risks inherent in internationalbusiness, many of which are beyond its control. These risks include:

• laws and policies affecting trade, investment and taxes, including laws and policies relating tothe repatriation of funds and withholding taxes, and changes in these laws;

• changes in local regulatory requirements, including restrictions on content;

• differing cultural tastes and attitudes;

• differing degrees of protection for intellectual property; and

• the instability of foreign economies and governments.

Events or developments related to these and other risks associated with international trade couldmaterially and adversely affect the Group’s business, financial condition, operating results orprospects.

1.24 Changes to tax legislation in any of the jurisdictions in which the Group operates could adverselyaffect the Group’s business

The Group operates in a number of different tax jurisdictions. In any of these jurisdictions, thetax rules and their interpretation may change. Any change in tax legislation or regulations or theirinterpretation could affect the value of the Group’s assets or otherwise have an adverse effect on theGroup’s business, financial condition, operating results or prospects. Further, any reliefs from taxationthat may be available to the Group in the future may not be in accordance with the assumptions madeby the Group as to its future performance (these assumptions being based on the current legislativeposition and any known future changes). If the assumptions made by the Group as to such taxationrelief does not prove correct, there may be a material adverse effect on the Group’s business, financialcondition, operating results or prospects.

1.25 Interest rate fluctuations could adversely affect the Group’s earnings

The Group’s operations are exposed to interest rate fluctuations affecting its debt, which isdenominated in the currencies of the countries in which the Group operates. The Group manages its

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exposure to fluctuating interest rates by utilising interest rate swaps for portions of its debt, throughwhich the Group aims to optimise net finance expenses and reduce excessive volatility in reportedearnings. The Group may not, however, always have interest rate swaps in place and movements inrates that affect the interest rate on any un-hedged portion of the Group’s debt and that results in anincrease in the interest rates the Group pays could reduce the headroom available under the Group’sfinancial banking covenants. Any such interest rate movements could therefore reduce the Group’searnings and restrict its ability to operate its business.

1.26 Exchange rate fluctuations in the currencies in which the Group operates could adversely affectthe Group’s earnings

The Group’s revenues are generated mainly in Canadian dollars, United States dollars, UnitedKingdom pounds sterling, euros and Australian dollars. Therefore, fluctuations in exchange ratesbetween these currencies may have a material impact on the Group’s business, results of operationsand financial condition. As the Group’s revenues are generated in different territories, there is atranslation risk resulting from the requirement to present results from different territories in theGroup’s reporting currency. A transactional risk also arises where the Group’s business units enter intocontracts denominated in a currency other than their local reporting currency, including contractsrequiring minimum guarantee payments to film studios that are often denominated in United Statesdollars. The Group uses foreign exchange forward contracts when appropriate, and otherwise usesnatural hedging methods where possible, to minimise its exposure to exchange rate fluctuations. TheGroup may also hedge its debt that is denominated in currencies other than pounds sterling. However,fluctuations in exchange rates may nonetheless have a material adverse effect on the Group’s business,financial condition, operating results or prospects.

1.27 The Group’s business involves risks of liability claims for media content, which could adverselyaffect the Group’s business, results of operations and financial condition

As a distributor and producer of media content, the Group may face potential liability for:

• defamation;

• invasion of privacy;

• negligence;

• copyright or trademark infringement; and

• other claims based on the nature and content of the materials distributed.

These types of claims have been brought, sometimes successfully, against producers and distributorsof media content. Any imposition of liability that is not covered by insurance or is in excess ofinsurance coverage could have a material adverse effect on the Group’s business, financial condition,operating results or prospects.

1.28 The Group’s online activities are subject to a variety of laws and regulations relating to privacy andchild protection, which, if violated, could subject the Group to an increased risk of litigation andregulatory actions

In addition to the Group’s company websites and applications, the Group uses third-partyapplications, websites, and social media platforms to promote its projects and engage consumers, aswell as monitor and collect certain information about users of the Group’s online forums. A variety oflaws and regulations have been adopted over the last several years aimed at protecting children usingthe internet such as the US Children’s Online Privacy and Protection Act of 1998 (“COPPA”).COPPA sets forth, among other things, a number of restrictions on what website operators can presentto children under the age of 13 and what information can be collected from them. There are also avariety of laws and regulations governing individual privacy and the protection and use of informationcollected from such individuals, particularly in relation to an individual’s personally identifiableinformation (e.g. credit card numbers). Many countries have adopted similar laws governing

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individual privacy, including safeguards that relate to interaction with children. If the Group’s onlineactivities were to violate any applicable current or future laws and regulations, the Group could besubject to litigation and regulatory actions, including fines and other penalties.

2. Risks relating to the Rights Issue and to the Common Shares

2.1 An active trading market in the Nil Paid Rights may not develop on the London Stock Exchange

An active trading market in the Nil Paid Rights may not develop on the London Stock Exchangeduring the trading period. In addition, because the trading price of the Nil Paid Rights depends on thetrading price of the Common Shares, the Nil Paid Rights price may be volatile and subject to the samerisks as noted in the paragraph above. The existing volatility of the Common Shares may also magnifythe volatility of the Nil Paid Rights.

2.2 Qualifying Shareholders who do not take up their rights in full will experience dilution in theirownership

If Qualifying Shareholders do not take up the offer of New Common Shares under the Rights Issue,their proportionate ownership and voting interests in the Company will be reduced and the percentagethat their Common Shares will represent of the total share capital of the Company will be reducedaccordingly. Even if a Qualifying Shareholder elects to sell its unexercised Nil Paid Rights, or suchNil Paid Rights are sold on its behalf, the consideration such Qualifying Shareholder receives may notbe sufficient to compensate it fully for the dilution of its percentage ownership of the Company’s sharecapital that may be caused as a result of the Rights Issue.

2.3 If there is a substantial decline in the price of the Common Shares, the Nil Paid Rights may becomeless attractive to investors

The public trading market price of the Common Shares may decline below the subscription price forthe New Common Shares. Should that occur after investors exercise their rights in the Rights Issue,investors will suffer an immediate unrealised loss as a result. Following the exercise of rights, suchinvestors may be unable to sell New Common Shares at a price equal to or greater than thesubscription price.

After Admission, any obligation of the Underwriters to procure investors to subscribe for, or failingwhich to subscribe themselves for, any New Common Shares pursuant to the terms of theUnderwriting Agreement will be incapable of termination. Qualifying Shareholders who decide not toexercise their rights may also sell or transfer their Nil Paid Rights. If the public trading market priceof the Common Shares declines below the subscription price for the New Common Shares, investorswho have acquired any such Nil Paid Rights in the secondary market will suffer a loss as a result.

2.4 The take-up of the Nil Paid Rights under the Rights Issue will not be available to any QualifyingShareholders with a registered address in, or who are resident or located in, the United States orany other Restricted Jurisdictions (subject to certain limited exceptions)

The take-up of the Nil Paid Rights under the Rights Issue will not be available to any QualifyingShareholder with a registered address in, or who is resident or located in, the United States or anyother Restricted Jurisdictions (subject to certain limited exceptions). If a Qualifying Shareholder isnot able to take up the Rights Issue Entitlement granted in respect of Common Shares under the RightsIssue, then it may not receive the theoretical economic benefit of such Rights Issue Entitlementbecause there is no assurance that the procedure in respect of Rights Issue Entitlement not taken up,described in Part 3 (Terms and Conditions of the Rights Issue) of this document, will be successfuleither in respect of the sale of the Nil Paid Rights or in respect of the prices obtained.

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2.5 Shareholders outside of the United Kingdom may not be entitled to participate in future equityofferings

Shareholders outside of the United Kingdom may not be entitled to participate in future equityofferings. In particular, Shareholders who have a registered address in, or who are resident or locatedin, the United States and other Restricted Jurisdictions are customarily excluded from exercising anysuch pre-emption rights they may have unless a registration statement under the Securities Act iseffective with respect to those rights, or an exemption from the registration requirements, prospectusrequirements or similar requirements in other jurisdictions thereunder is available. The Group has nocurrent intention to file any such registration statement, and cannot assure prospective investors thatany exemption from the registration requirements, prospectus requirements or similar requirementswould be available to enable Shareholders who have a registered address in, or who are resident orlocated in, countries outside the United Kingdom to exercise such pre-emption rights or, if available,that it will utilise any such exemption.

2.6 Investors may not receive compensation for expired and unexercised rights

The subscription period for the New Common Shares being offered in the Rights Issue is expected tocommence on 5 October 2015 and is expected to expire on 19 October 2015. If an investor fails toexercise its Nil Paid Rights prior to the end of the subscription period, then it may not receive theeconomic benefit of such Nil Paid Rights because there is no assurance that the procedure in respectof Nil Paid Rights not taken up, set out in Part 3 (Terms and Conditions of the Rights Issue) of thisdocument, will be successful in either selling the Nil Paid Rights or in respect of the prices obtained.

2.7 Substantial future sales of Common Shares, the availability of Common Shares for future salesand further issues of Common Shares could impact the market price of Common Shares

The Board cannot predict what effect, if any, future sales of Common Shares, or the availability ofCommon Shares for future sale, will have on the market price of Common Shares. Sales of substantialnumbers of Common Shares in the public market, or the perception or any announcement that suchsales could occur, could adversely affect the market price of Common Shares and may make it moredifficult for Shareholders to sell their Common Shares at a time and price which they deemappropriate.

It is possible that the Company may decide to offer additional Common Shares in the future although,other than pursuant to the Rights Issue, the Company has no current plans to do so. An additionaloffering of Common Shares by the Company or the public perception that an offering or sale mayoccur, could have an adverse effect on the market price of Common Shares.

The Directors currently have no plans to issue any Common Shares other than the New CommonShares (save in relation to satisfy the exercise of any options under Entertainment One’s employee andother share schemes) during the next 12 months.

2.8 There may be volatility in the value of an investment in Common Shares and the market price forCommon Shares may fluctuate

The trading price of the Common Shares may be subject to wide fluctuations in response to a rangeof events and factors (including those referred to in this section), such as variations in operatingresults, changes in financial estimates and recommendations by securities analysts, the share priceperformance of other companies that investors may deem comparable to the Group, the generalmarket perception of entertainment companies, news reports relating to trends in the Group’s marketsor the wider economy and legislative changes in the Group’s sector. Such events and factors mayadversely affect the trading price of the Common Shares, regardless of the performance of the Group.

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2.9 The Company’s ability to pay future dividends is not guaranteed

On 11 September 2014, the Company paid its first dividend to Shareholders of 1.0p per CommonShare in respect of the year ended 31 March 2014. On 10 September 2015 the Company paid itssecond dividend to Shareholders of 1.1p per Common Share in respect of the year ended 31 March2015. However, as a matter of Canadian law, the Company cannot declare or pay dividends if thereare reasonable grounds for believing that the Company is, or would after the payment of dividends be,unable to pay its liabilities as they become due or if the realisable value of the Company’s assets isless than the aggregate of its liabilities and stated capital of all its classes of shares. The ability of theCompany to pay any future dividends in respect of Common Shares will depend on the level ofearnings, reserves, any ongoing capital requirements and cash position. The payment of any futuredividends by the Company will be at the discretion of the Board after taking into account manyfactors, including the Company’s operating results, financial condition and current and anticipatedcash needs. Whilst the Company has adopted a progressive dividend policy, a change in this policywould result in changes to future dividend payments declared by the Company.

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FORWARD-LOOKING STATEMENTS

Some of the statements contained in this document under “Summary Information”, “Risk Factors”, Part 4(Information on Entertainment One Ltd.), Part 7 (Operating and Financial Review) and elsewhere in thisdocument or those incorporated by reference include forward-looking statements which reflect the Group’sor, as appropriate, the Directors’ current views with respect to financial performance, business strategy,plans, objectives, targets, goals, future events or intentions of management for future operations (includingdevelopment plans relating to the Group’s products and services). These statements include forward-lookingstatements both with respect to the Group and the sectors and industries in which the Group operates.Statements which include the words “expects”, “estimates”, “intends”, “on-going”, “plans”, “believes”,“projects”, “anticipates”, “will”, “potential”, “produce”, “guidance”, “targets”, “aims”, “may”, “would”,“could”, “continue” and similar statements of a future or forward-looking nature or in each case, theirnegative or other variations, identify forward looking statements.

All forward-looking statements address matters that involve risks and uncertainties because they relate toevents and depend on circumstances that may or may not occur in the future. Forward-looking statementsare not guarantees of future performance. Accordingly, there are or will be important factors that could causethe Group’s actual performance, results of operations, financial condition, distributions to Shareholders andthe development of its financing strategies to differ materially from the impression created by the forward-looking statements contained in this document. These factors include but are not limited to those describedin the section headed “Risk Factors”, which should be read in conjunction with the other cautionarystatements that are included in this document. Any forward-looking statements in this document reflect theGroup’s current views with respect to future events and are subject to these and other risks, uncertainties andassumptions relating to the Group’s business, results of operations, financial conditions and growth strategy.In addition, even if the Group’s actual performance, results of operations, internal rate of return, financialcondition, distribution to Shareholders and development of its financing strategies are consistent with theforward-looking statements contained in this document, those results or developments may not be indicativeof results or developments in subsequent periods.

These forward-looking statements speak only as of the date of this document. Subject to any obligationsunder the Prospectus Rules, the Disclosure and Transparency Rules and the Listing Rules and save asrequired by the FCA, the London Stock Exchange, or applicable law and regulations, the Companyundertakes no obligation publicly to update or review any forward-looking statement, whether as a result ofnew information, future developments or otherwise. All subsequent written and oral forward-lookingstatements attributable to the Group or individuals acting on behalf of the Group are expressly qualified intheir entirety by this paragraph. Prospective investors should specifically consider the factors identified inthis document which could cause actual results to differ before making an investment decision.

This section, “Forward-Looking Statements”, does not in any way seek to qualify the Group’s workingcapital statement at paragraph 22 of Part 10 (Additional Information).

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Financial data

Unless otherwise stated, the financial information in this document has been prepared in accordance withIFRS and has been extracted without material adjustment from the audited financial informationincorporated by reference in Part 8 (Financial Information on Entertainment One Ltd) of this document.

The financial information for the year ended 31 March 2015 has been extracted without adjustment fromEntertainment One’s audited consolidated financial statements for the year ended 31 March 2015.

The financial information for the year ended 31 March 2014 was restated as a result of the adoption of IFRS10 (Consolidated Financial Statements) and IFRS 11 (Joint Arrangements). As such, the financialinformation has been extracted either from the audited consolidated financial statements for the year ended31 March 2014 (in which case it is labelled “audited”) or from the unaudited, restated comparatives includedin the audited consolidated financial statements for the year ended 31 March 2015 (in which case it islabelled as “restated”). The Group has not restated its audited consolidated financial statements for the yearended 31 March 2013 to reflect the adoption of these accounting standards.

The financial information for the year ended 31 March 2013 has been extracted either from the auditedconsolidated financial statements for the year ended 31 March 2013 (in which case it is labelled “audited”)or from the unaudited, restated comparatives included in the audited consolidated financial statements forthe year ended 31 March 2014 (in which case it is labelled as “restated”). The restatement reflects thereclassification between investment in productions and investment in acquired content rights and theamortisation of software within depreciation and presentation of amortisation of acquired intangiblesseparately (as presented in the financial information for the year ended 31 March 2014).

Certain figures contained in this document, including financial, statistical and operating information, havebeen subject to rounding adjustments. Accordingly, in certain circumstances, the sum of the numbers in acolumn or row in a table contained in this document may not conform exactly to the total figure given forthat column or row.

The Group uses a number of non-IFRS financial measures that are not specifically defined under IFRS orany other generally accepted accounting principles, including Underlying EBITDA, Underlying EBITDAmargin, Facility EBITDA, Net Debt, Adjusted Net Debt, Production Net Debt and Adjusted Gross Debt andcertain leverage and coverage ratios.

These non-IFRS financial measures are presented because they are among the measures used bymanagement to measure operating performance and as a basis for strategic planning and forecasting, and theGroup believes that these measures are frequently used by investors in analysing business performance.These measures enhance management’s and investors’ understanding of the financial performance of theGroup by excluding items that are outside of ongoing operations, however, they may not be comparable toother similarly titled measures of other companies. You should not consider such items as alternatives toperformance measures derived in accordance with IFRS. These non-IFRS financial measures are used in theinternal management of the Group’s business, along with the most directly comparable IFRS financialmeasures, in evaluating the Group’s operating performance.

Underlying EBITDA

The Group defines “Underlying EBITDA” as income tax charge; profit/(loss) for the year before net financecosts; one-off items; tax, finance costs and depreciation and amortisation of software relating to jointventures; share-based payment charge; depreciation; and amortisation of acquired intangibles. UnderlyingEBITDA is reconciled to proft/(loss) for the year in section B.7 of Summary Information in this Prospectus.

Underlying EBITDA margin

The Group defines “Underlying EBITDA margin” as Underlying EBITDA divided by revenue.

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Segment Underlying EBITDA

The Group defines “Segment Underlying EBITDA” as Underlying EBITDA in respect of the Film orTelevision segment, as applicable, excluding Group costs.

Facility EBITDA

The Group defines “Facility EBITDA” as net finance costs; profit/(loss) for the year before income taxcharge; one-off items; tax, finance costs and depreciation relating to joint ventures; share-based paymentcharge; depreciation and amortisation of software; and amortisation of acquired intangibles and excludingUnderlying EBITDA attributable to television and film production.

Net Debt

The Group defines “Net Debt” as interest-bearing loans and borrowings net of cash and cash equivalents.Interest-bearing loans and borrowings include bank borrowings net of deferred finance charges, interimproduction financing, bank overdrafts and other interest-bearing loans.

Adjusted Net Debt

The Group defines “Adjusted Net Debt” as interest bearing loans and borrowings net of cash and cashequivalents but excluding interest bearing loans and borrowings relating to the Group’s film and televisionproduction business net of cash and cash equivalents relating to the Group’s film and television productionbusiness. Interest-bearing loans and borrowings include bank borrowings net of deferred finance charges,production debt, bank overdrafts and other interest-bearing loans.

Adjusted Gross Debt

The Group defines “Adjusted Gross Debt” as bank borrowings net of deferred finance charges (which doesnot include interim production financing).

Production Net Debt

The Group defines “Production Net Debt” as interim production financing and other loans relating to theGroup’s film and television production business net of production cash.

Adoption of new accounting standards

As disclosed in Note 2 to the Group’s consolidated financial statements for the year ended 31 March 2015,from 1 April 2014, the Group adopted IFRS 10 (Consolidated Financial Statements) and IFRS 11 (JointArrangements). The adoption of these standards had no material impact on the Group’s financial position orperformance.

Market, economic and industry data

Where third party information is used in this document, the source of such information is identified and isaccurately reproduced and, so far as the Company is aware and is able to ascertain, no facts have beenomitted which would render the reproduced information inaccurate or misleading.

The information sourced from The Media Reports and The IBISWorld Inc. Report is accurately reproducedand, so far as the Company is aware and is able to ascertain from information published byPricewaterhouseCoopers LLP, and IBISWorld Inc. no facts have been omitted which would render thereproduced information inaccurate or misleading.

Currency presentation

Unless otherwise indicated, all references in this document to “pounds sterling”, “sterling”, “£”, “pence” or“p” are to the lawful currency of the United Kingdom, all references to “C$”, “CAD$” or “Canadian dollars”are to the lawful currency of Canada, all references to “US$”, “$” or “United States dollars” are to the lawfulcurrency of the United States, all references to “AUS$” or “Australian dollars” are to the lawful currency of

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Australia and all references to “€” or “euro” are to the currency introduced at the start of the third stage ofEuropean economic and monetary union pursuant to the Treaty establishing the European Community.

No incorporation of website information

The content of Entertainment One’s website, any website mentioned in this Prospectus or any websitedirectly or indirectly linked to these websites have not been verified and do not form part of this Prospectus.Investors should not rely on such information, without prejudice to the documents incorporated by referenceinto this document, which will be made available on the Company’s website.

References to defined terms

Certain terms used in this document, including certain capitalised terms and certain technical and otherterms, are defined, and certain selected industry and technical terms used in this document are defined andexplained, in Part 11 (Definitions) of this document.

References to a time of day

Unless otherwise indicated, all references to a time of day in this document are to London time.

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EXPECTED TIMETABLE FOR THE RIGHTS ISSUE

Each of the times and dates set out below and mentioned elsewhere in this document may be adjustedby the Company in consultation with the Underwriters, in which event details of the new times anddates will be notified to the FCA, the London Stock Exchange and, where appropriate, Shareholders.References to a time of day are to London time unless otherwise stated.

Record Date for entitlement under the Rights Issue close of business on 30 September 2015

Announcement of the Rights Issue 30 September 2015

Publication of this document 30 September 2015

Despatch of Provisional Allotment Letters (to QualifyingNon-CREST Shareholders only)(1) 2 October 2015

Common Shares marked “ex-rights” by the London Stock Exchange 8.00 a.m. on 5 October 2015

Dealings in New Common Shares, nil paid, commence on theLondon Stock Exchange 8.00 a.m. on 5 October 2015

Nil Paid Rights credited to stock accounts in CREST (Qualifying as soon as practicable afterDepositary Interest Holders only)(1) 8.00 a.m. on 5 October 2015

Nil Paid Rights and Fully Paid Rights enabled in CREST as soon as practicable after8.00 a.m. on 5 October 2015

Recommended latest time and date for requesting withdrawal of Nil Paid Rights and Fully Paid Rights from CREST (i.e. if yourNil Paid Rights and Fully Paid Rights are in CREST and youwish to convert them to certificated form) 4.30 p.m. on 13 October 2015

Recommended latest time and date for depositing renouncedProvisional Allotment Letters, nil or fully paid, into CREST orfor dematerialising Nil Paid Rights or Fully Paid Rights into aCREST stock account (i.e. if your Nil Paid Rights and FullyPaid Rights are represented by a Provisional Allotment Letter andyou wish to convert them to uncertificated form) 3.00 p.m. on 14 October 2015

Latest time and date for splitting Provisional Allotment Letters,nil paid or fully paid 3.00 p.m. on 15 October 2015

Latest time and date for acceptance, payment in full andregistration of renunciation of Provisional Allotment Letters 11.00 a.m. on 19 October 2015

Results of Rights Issue to be announced through a RegulatoryInformation Service by 8.00 a.m. on 20 October 2015

Dealings in New Common Shares, fully paid, commence onthe London Stock Exchange by 8.00 a.m. on 20 October 2015

New Depositary Interests credited to CREST accounts as soon as practicable after8.00 a.m. on 20 October 2015

Despatch of definitive share certificates for the New CommonShares in certificated form on 27 October 2015

(1) The Rights Issue is subject to certain restrictions relating to Shareholders and Depositary Interest Holders with registeredaddresses in the Restricted Jurisdictions, details of which are set out in Paragraph 6 of Part 3 (Terms and Conditions of the RightsIssue).

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SHARE CAPITAL AND RIGHTS ISSUE STATISTICS

Rights Issue Price per New Common Share 153.0 pence

Basis of Rights Issue 4 New Common Sharesfor every 9 Common Shares

Number of Common Shares in issue at the Last Practicable Date 295,821,389

Number of New Common Shares to be provisionally allotted pursuant to the Rights Issue 131,476,173

Number of Common Shares in issue immediately following the completionof Rights Issue 427,297,562

New Common Shares as a percentage of the Enlarged Issued Share Capitalof the Company immediately following completion of the Rights Issue 44.4 per cent.

Estimated gross proceeds of the Rights Issue £201.2 million

Estimated expenses of the Rights Issue and Acquisition £7.6 million

Estimated net proceeds of the Rights Issue receivable by the Company,after deduction of estimated expenses of the Rights Issue and Acquisition £193.6 million

Estimated net proceeds of the Rights Issue receivable by the Company, after deduction of estimated expenses of the Rights Issue £195.3 million

(1) The Rights Issue statistics set out above assume that no new Common Shares or new Depositary Interests are issued by theCompany in respect of the exercise of rights under the Entertainment One Share Schemes or otherwise between the LastPracticable Date and completion of the Rights Issue.

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DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors Allan Leighton (Non-Executive Chairman)Darren Throop (Chief Executive Officer)Giles Willits (Chief Financial Officer)Clare Copeland (Senior Independent Non-Executive Director)Bob Allan (Non-Executive Director)Ronald Atkey (Non-Executive Director)Garth Girvan (Non-Executive Director)Mark Opzoomer (Non-Executive Director)Linda Robinson (Non-Executive Director)

Company Secretary Giles Willits

Registered Office 134 Peter StreetSuite 700Toronto, OntarioCanada M5V 2H2Telephone: 416-646-2400

Sponsor and Joint Bookrunner J.P. Morgan Securities plc (which operates its investment bankingactivities in the United Kingdom as J.P. Morgan Cazenove)25 Bank StreetCanary WharfLondon E14 5JP

Joint Bookrunner Credit Suisse Securities (Europe) LimitedOne Cabot SquareLondon E14 4QJ

Mayer Brown International LLP201 BishopsgateLondon EC2M 3AF

Osler, Hoskin & Harcourt LLP100 King Street West1 First Canadian PlaceSuite 6200, PO Box 50Toronto, OntarioCanada M5X 1B8

Latham & Watkins (London) LLP99 BishopsgateLondon EC2M 3XF

Auditors Deloitte LLP2 New Square StreetLondon EC4A 3BZ

Receiving Agent Capita Asset ServicesCorporate ActionsThe Registry34 Beckenham RoadBeckenhamKentBR3 4TU

Legal Advisers to the Company as to English and United Stateslaw

Legal Advisers to the Company as to Canadian law

Legal Advisers to the Sponsor andJoint Bookrunners as to Englishand United States law

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Registrars Capita Registrars (Jersey) Limited12 Castle StreetSt HelierJE2 3RTJersey

Depositary Capita IRG Trustees LimitedThe Registry34 Beckenham RoadBeckenhamKent BR3 4TU

Website www.entertainmentone.com

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PART 1

PROPOSED RIGHTS ISSUE AND ACQUISITION

1. INTRODUCTION

On 30 September 2015, the Company announced the proposed acquisition of 70 per cent. of the issued sharecapital of Astley Baker Davies Limited for £140,000,000 payable in cash on Completion. Astley BakerDavies Limited is currently owned jointly by Neville Astley, Mark Baker and Phil Davies, the creators andco-producers of BAFTA Award-winning children’s animated series, Peppa Pig. As part of the Acquisition,each of the ABD Sellers will sell an equal proportion of their respective shareholdings in Astley BakerDavies Limited to Entertainment One UK Holdings Limited which, from Completion, will result inEntertainment One UK Holdings holding 70 per cent. of the entire issued share capital of Astley BakerDavies Limited and the ABD Sellers between them holding the remaining 30 per cent. in equal proportions.

Astley Baker Davies Limited currently owns 50 per cent. of the Peppa Pig Ownership Rights. The other 50per cent. of the Peppa Pig Ownership Rights are owned by Entertainment One UK Limited (having beenassigned to Entertainment One UK Limited by Astley Baker Davies Limited under the Existing Co-Production Agreements).

In addition, under the Existing Co-Production Agreements, Astley Baker Davies Limited has grantedEntertainment One UK Limited the sole and exclusive worldwide right to exploit and authorise others toexploit the Peppa Pig Property in all forms not presold by Astley Baker Davies Limited to certainbroadcasters. All earnings from the exploitation of these rights by Entertainment One UK Limited are splitequally, after deduction of certain costs, between Entertainment One UK Limited and Astley Baker DaviesLimited.

By virtue of the Acquisition, the Group will increase its interest in the Peppa Pig Ownership Rights from itscurrent 50 per cent. interest to 85 per cent. (35 per cent. being held indirectly through its 70 per cent.shareholding in Astley Baker Davies Limited) and its related share of earnings from the exploitation of thePeppa Pig Property will increase accordingly.

Astley Baker Davies Limited, TEF and Entertainment One UK Limited have entered into the NewCo-Production Agreement for the production of new episodes of Peppa Pig by TEF (an entity controlled bythe ABD Sellers), which is conditional on Completion.

Over 200 episodes of the Peppa Pig TV series have been produced to date and the series has been broadcastin over 180 territories. Peppa Pig is the number one pre-school toy licensed property in the UK and a numberof other territories around the world and is the Group’s most successful licensing property. Peppa Pig is alsothe top rated show on Nick Jr. Peppa Pig has over 3 million Peppa PigApp downloads globally. Forbes alsonamed Peppa Pig as one of Google Shopping’s top 10 kids toy brands in 2014. The number of licensingagreements entered into by Entertainment One UK Limited relating to the Peppa Pig Property worldwideexceeded 600 as at 31 March 2015 and the Directors believe that the licensing of the Peppa Pig Propertygenerated in excess of US$1 billion of retail sales in the year ended 31 March 2015.

In order to fund the Acquisition, Entertainment One proposes to raise approximately £195.3 (net of expensesin relation to the Rights Issue) by way of a 4 for 9 Rights Issue of 131,476,173 New Common Shares at aprice of 153.0 pence per New Common Share. The Rights Issue is fully underwritten by the Underwriterspursuant to the terms of the Underwriting Agreement.

The Rights Issue Price of 153.0 pence per New Common Share represents a 43.8 per cent. discount to theClosing Price of 272.0 pence on the Last Practicable Date and a 35.0 per cent. discount to the theoretical ex-rights price of 235.4 pence per Common Share calculated by reference to the Closing Price on 29 September2015.

This Part 1 sets out the background to, the reasons for and the principal terms of the Acquisition and theRights Issue.

Annex III 3.4

Annex I 6.1.2

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2. SUMMARY INFORMATION ON ENTERTAINMENT ONE

Entertainment One is a leading international entertainment group focused on the acquisition, production anddistribution of film, television, music and family content for distribution through multiple media channelsacross the Group’s global network.

The Company is domiciled and incorporated in Canada as a corporation under the CBCA. The Groupoperates through two Divisions, Film and Television, as described in more detail at paragraph 5 of Part 4(Information on Entertainment One Ltd.). Through these Divisions, the Group provides extensive expertisein film distribution, film, television and music production, family programming, merchandising andlicensing, and digital content. The Group’s current content library is exploited across all media formats andnow comprises more than 40,000 film and television titles, 4,500 hours of television programming and45,000 music tracks.

During the year ended 31 March 2015, the Group released 227 films into the cinema and produced 520 halfhours of original television programming. The Group’s total revenue for the year ended 31 March 2015 was£785.8 million (2014: £823.0 million). The Group’s Underlying EBITDA increased to £107.3 million (2014:£92.8 million).

Entertainment One was admitted to trading on the AIM market of the London Stock Exchange on 29 March2007, and moved to the standard segment of the Official List and to trading on the Main Market of theLondon Stock Exchange on 15 July 2010. On 1 July 2013, Entertainment One moved to the premium listingsegment of the Official List and was included in the FTSE 250 UK Index Series on 23 September 2013. Forthe year ended 31 March 2015, the Group employed an average of 1,535 employees worldwide.

3. INFORMATION ON ASTLEY BAKER DAVIES LIMITED

Astley Baker Davies Limited is a BAFTA award-winning UK based creator and producer of family content.Astley Baker Davies Limited was incorporated in August 2007, commenced trading in September 2007 andis currently equally and jointly held by Neville Astley, Mark Baker and Phil Davies, the creators and co-producers of Peppa Pig.

A 50 per cent. share of the Peppa Pig Ownership Rights is the only asset held by Astley Baker DaviesLimited. By virtue of the Existing Co-Production Agreements, Astley Baker Davies Limited receives aroyalty comprising a 50 per cent. share of earnings from the exploitation of the Peppa Pig Property byEntertainment One UK Limited. Under the New Co-Production Agreement, it has been agreed that this shareof earnings will continue. The unaudited gross assets position of Astley Baker Davies Limited as at 31August 2014 was £3,190,190 and Astley Baker Davies Limited generated unaudited revenues of£11,118,656 and unaudited profit before tax of £2,563,444 for the twelve months ended 31 August 2014. Thepurchase price of £140,000,000 represents a valuation of 11.6 times Underlying EBITDA on a fullyconsolidated basis based on FY15 EBITDA.

4. REASONS FOR THE ACQUISITION

The Group’s Family Business forms an important part of the Television Division which creates, producesand distributes children’s programming, as well as licensing related intellectual property for merchandisingsales. The Family Business’ current brands include Peppa Pig, Ben & Holly’s Little Kingdom, Tractor Tom,Humf, PJ Masks andWinston Steinburger and Sir Dudley Ding Dong.

The Directors believe that the Family Business is a key element of the Group’s television strategy goingforward and therefore believe that an acquisition of a majority stake in Astley Baker Davies Limited, whichco-owns the Peppa Pig Ownership Rights, aligns with the Group’s broader strategic plans of growing itsportfolio of content rights, extending the global reach of content into new markets, and enhancing investmentreturns. Peppa Pig is a key strategic driver for the Family Business.

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Other reasons for the Acquisition include:

Proven asset that the Group knows well

The Group (through Entertainment One UK Limited) has been working with Astley Baker Davies Limitedand the ABD Sellers on the Peppa Pig TV series and other Family Business properties for over 10 yearsduring which period licensing revenues from the Peppa Pig Property have increased significantly. The PeppaPig TV series is now broadcast in over 180 territories and over 200 episodes of the Peppa Pig TV series havebeen produced to date and it has developed into a brand which the Directors believe generated in excess ofUS$1billion of retail sales in the year ended 31 March 2015.

Significant growth opportunity

The Group has led the growth of revenues generated by exploitation of the Peppa Pig Property through itssole and exclusive worldwide right to exploit and authorise others to exploit the Peppa Pig Property in allforms not presold by Astley Baker Davies Limited to certain broadcasters. Revenues are generatedpredominantly through royalties paid by licensees across a number of categories including toys and clothing,as well as through sales of DVDs and from other ancillary revenues. Earnings from these revenues arecurrently shared equally between the Group and Astley Baker Davies Limited, after the deduction of certaincosts. By virtue of the Acquisition, the Group will increase its interest in the related share of earnings fromthe exploitation of the Peppa Pig Property from 50 per cent. to 85 per cent and as Astley Baker DaviesLimited will be a subsidiary of the Company following Completion, its financial statements will be fullyconsolidated into the Group’s financial statements. For the year ended 31 March 2015, the Group accrued anamount of £17 million in relation to royalties payable to Astley Baker Davies Limited (the co-owners of thePeppa Pig property), which was included as an expense in the Group’s Underlying EBITDA for the period.By virtue of the Acquisition, Astley Baker Davies Limited will be a subsidiary of the Company followingCompletion, and therefore an equivalent royalty expense will not be accrued in relation to the Peppa Pigproperty in the Company’s consolidated financial statements going forward. The Group will, however,continue to make annual royalty payments to the minority shareholders of Astley Baker Davies Limitedgoing forward in respect of their 15 per cent. interest in the Peppa Pig Ownership Rights.

The Directors believe that there is a significant growth opportunity in exploitation of the Peppa Pig Propertyby entry into new markets, including continued expansion into the US, as well as further content andmerchandising exploitation opportunities. The Directors believe that further exploitation of the Peppa Pigproperty will yield a high cash flow conversion.

The Directors also believe that the growth potential of retail sales from exploitation of the Peppa PigProperty is such that that the Acquisition price for Astley Baker Davies Limited is highly compelling andattractive for Entertainment One. The Directors believe that the opportunity exists to double retail sales ofPeppa Pig in the medium term.

Given the Group’s existing knowledge of the Peppa Pig Property and extensive network of licensees acrossdifferent territories, the Directors believe that the Group is well placed to deliver the growth potential of thePeppa Pig Property.

A transaction which provides control over strategic delivery

The Acquisition provides the Group with control of the Peppa Pig Ownership Rights which the Directorsbelieve is necessary to best execute its growth plan for the Peppa Pig Property. Having a single controllingshareholder who can develop the Peppa Pig brand will most effectively maintain the longevity of the brandand the content. The Acquisition will also ensure that Entertainment One has control over the futuredevelopment of the Peppa Pig Property and will enable Entertainment One to continue to maximise valuethrough controlling both the production and exploitation of the Peppa Pig Property. The Directors believethis will enable the continued exploitation of Peppa Pig, including the Group’s plan to expand the Peppa Pigbrand by the creation of new products and its expansion over the medium to long term into new territoriesincluding Latin America, China and South-East Asia, markets which to-date are under-penetrated. TheGroup also plans to utilise digital platforms to drive consumer awareness. This fits with the Group’s strategyto continue to nurture its licensed properties, with the objective of developing the Peppa Pig Property intothe world’s leading pre-school property and continuing to build a balanced Family portfolio.

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Strategic benefits to the rest of the Group

The Peppa Pig Property is a well known brand within the Family market and, with a majority control overAstley Baker Davies Limited, the Acquisition will also provide the opportunity for the Group to betterdevelop the growth plans for the brand as retail sales increase including the development of brand extensionsthat align with Entertainment One’s existing business, for example, the development of films that could bedistributed through the Group’s film distribution network.

Builds a strong track record of investing behind growth

The Acquisition builds on the Group’s existing proven track record of executing value enhancingacquisitions, such as the acquisition of Alliance in 2013, and the Group is well-placed to realise thesignificant growth opportunities across both content development and licensing and merchandising whichthe Directors believe will result from the Acquisition.

5. PRINCIPAL TERMS OF THE ACQUISITION

On 30 September 2015, Entertainment One UK Holdings, a wholly owned subsidiary of the Company,entered into the Share Purchase Agreement with the ABD Sellers and Astley Baker Davies Limited, pursuantto which Entertainment One UK Holdings agreed to acquire 69 ABD Shares from the ABD Sellers for anaggregate sum of £140,000,000, payable in cash on Completion. Under the Share Purchase Agreement,Entertainment One UK Holdings will also be issued with 1 additional share in the capital of Astley BakerDavies Limited taking its post Completion shareholding to 70 per cent. of the entire issued share capital ofAstley Baker Davies Limited, with the ABD Sellers between them holding the remaining 30 per cent. inequal proportions.

The conditions to Completion are:

• Admission having taken place;

• the receipt of the net proceeds of the Rights Issue by the Company; and

• that no material adverse change has occurred in respect of Astley Baker Davies Limited.

If Admission does not occur, or the other conditions described above are not satisfied by 13 November 2015(or such later date as agreed between the ABD Sellers and Entertainment One UK Holdings), the SharePurchase Agreement shall terminate, in which case all rights and obligations of the parties cease to exist andthe Share Purchase Agreement will no longer be in force or effect (save for accrued rights). The ABD Sellersdo not have a separate right to terminate the Share Purchase Agreement.

Under the Share Purchase Agreement, the ABD Sellers have provided title and capacity warranties and othercustomary warranties regarding the business of Astley Baker Davies Limited, including its rights in respectof the Peppa Pig Property. Any claims by Entertainment One UK Holdings for a breach of warranty underthe Share Purchase Agreement are subject to customary limitations, including financial limitations.

A more detailed summary of the terms of the Share Purchase Agreement can be found at paragraph 19.1 ofPart 10 (Additional Information) of this Prospectus.

Entertainment One UK Holdings and the ABD Sellers have also agreed that Astley Baker Davies Limitedwill adopt the New Articles on Completion which will govern the rights attaching to the ABD Shares heldby Entertainment One UK Holdings and the ABD Sellers respectively. The New Articles provide, amongstothers:

• that Entertainment One UK Holdings has the right to appoint a majority of directors to theboard of Astley Baker Davies Limited;

• restrictions on the ability of the ABD Sellers from transferring their retained shareholding in AstleyBaker Davies Limited; and

• customary drag and tag provisions.

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Astley Baker Davies Limited, TEF and Entertainment One UK Limited have entered into the NewCo-Production Agreement, which is conditional on Completion and governs amongst other things theproduction of future Peppa Pig episodes.

Entertainment One UK Limited’s rights under the Existing Co-Production Agreements to exploit andauthorise others to exploit the Peppa Pig Property in all forms not presold by Astley Baker Davies Limitedto certain broadcasters will continue following Completion. However, by virtue of its interest in Astley BakerDavies Limited, Entertainment One UK Limited’s share of earnings from the exploitation of these rights byEntertainment One UK Limited will increase accordingly and Entertainment One UK Limited’s shares ofearnings resulting from rights presold to certain broadcasters will also increase given its increased interestin the Peppa Pig Ownership Rights.

Astley Baker Davies Limited has no employees, and will operate as the legal entity for collection of all PeppaPig royalty payments owing to Astley Baker Davies Limited under both the Existing Co-ProductionAgreements and the New Co-Production Agreement and their onward distribution to the ABD shareholders.

6. FINANCIAL EFFECT OF THE ACQUISITION

Entertainment One UK Holdings is acquiring 70 per cent. of the share capital of Astley Baker DaviesLimited for £140,000,000 on a cash free, debt free basis. The economic effect of the acquisition will takeeffect from 1 August 2015. The Directors believe that this represents an attractive price for an incremental35 per cent. ownership in the Peppa Pig Ownership Rights based upon the current and anticipatedperformance of the brand. Furthermore, the Directors believe that the Acquisition will be financiallybeneficial to the Company and will add value for Shareholders through:

• delivering returns ahead of Entertainment One’s cost of capital;

• enabling Entertainment One to control the future development of the Peppa Pig Property in order tomanage its longevity and continued growth;

• providing incremental growth opportunities for exploitation of the Peppa Pig Property throughexpansion into new territories and further licensing and merchandising opportunities; and

• improving the cash generation profile of Entertainment One, enabling further investment in content.

7. REASONS FOR THE RIGHTS ISSUE AND USE OF PROCEEDS

The Company intends to fund the Acquisition and associated expenses through the net proceeds of the RightsIssue. The Rights Issue is expected to raise £195.3 million (net of expenses in relation to the Rights Issue)by way of a 4 for 9 Rights Issue of 131,476,173 New Common Shares at a price of 153.0 pence per NewCommon Share. The Acquisition is conditional upon, amongst other things, Admission and the Rights Issueis fully underwritten by the Underwriters pursuant to the terms of the Underwriting Agreement.

The Company intends to use the proceeds of the Rights Issue as follows:

• £140,000,000 in order to satisfy the consideration payable on Completion pursuant to the SharePurchase Agreement;

• £7,600,000 in order to satisfy the costs and expenses associated with the Acquisition and Rights Issueincluding bank, legal and accounting fees; and

• the remainder of the proceeds of the Rights Issue will also allow some deleveraging of the Group’sbalance sheet, which will increase financial flexibility for management to implement EntertainmentOne’s overall growth strategy and support the execution of the Group’s strategic goals.

See paragraph 4 of this Part 1 (Proposed Rights Issue and Acquisition) for further information about thereasons for the Acquisition.

Shareholders should note that the Rights Issue is not conditional upon Completion of the Acquisition andthat, subsequent to the Rights Issue becoming wholly unconditional, the Acquisition could fail to complete.

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In the event that the Acquisition does not complete, the Company will use the net proceeds of the RightsIssue for general corporate purposes and (where possible) acquisitions that fulfill the Company’s strategicobjectives. To the extent that, following Admission, opportunities for such Acquisitions are not identifiedwithin a time period at the discretion of the Board, the Board will consider its options, which will includethe possible return of surplus cash to Shareholders in as tax efficient manner as possible and in accordancewith applicable Canadian law and applicable contractual requirements. Entertainment One will continue torun its Family Business in the same way and to exploit the Peppa Pig Property in the way that it feelsappropriate to facilitate growth.

8. SUMMARY OF THE PRINCIPAL TERMS OF THE RIGHTS ISSUE

The Company is proposing to raise approximately £195.3 million by way of the Rights Issue (net of expensesin relation to the Rights Issue) by way of a 4 for 9 Rights Issue of 131,476,173 New Common Shares at aprice of 153.0 pence per New Common Share.

The Rights Issue price of 153.0 pence per New Common Share, which is payable in full on acceptance bynot later than 11.00 a.m. on 19 October 2015, represents a discount of 43.8 per cent. to the Closing Price of272.0 pence per Common Share on the Last Practicable Date and a theoretical ex-rights price of 235.4 penceper Common Share calculated by reference to the Closing Price on the Last Practicable Date.

The Company proposes to offer New Common Shares by way of the Rights Issue to Qualifying Shareholderson the following basis:

4 New Common Shares for every 9 existing Common Shares

held by Qualifying Shareholders on the Record Date and so in proportion to any other number of CommonShares then held, and otherwise on the terms and conditions as set out in this document and, in the case ofQualifying Non-CREST Shareholders (other than Excluded Overseas Shareholders) only, the ProvisionalAllotment Letter.

Holdings of Common Shares in certificated form and holdings of Depositary Interests will be treated asseparate holdings for the purpose of calculating entitlements under the Rights Issue.

The Depositary holds Common Shares on behalf of Depositary Interest Holders and accordingly will receivea provisional allotment of New Common Shares on behalf of Qualifying Depositary Interest Holders. TheDepositary will pass on the provisional allotment made in its favour to Qualifying Depositary InterestHolders other than Qualifying Depositary Interest Holders who are Excluded Overseas Shareholders andotherwise in accordance with the terms and conditions set out in this document and in accordance with theDeed Poll.

Qualifying Shareholders who do not take up their entitlements to New Common Shares (whether directly orthrough New Depositary Interests) will have their proportionate shareholdings in the Company diluted byapproximately 30.8 per cent. Qualifying Shareholders who take up their Rights Issue Entitlement in full will,subject to the rounding down and sale of any fractions, have the same proportionate voting and distributionrights as held by them at the close of business on the Record Date.

The Company is relying on existing shareholder approvals pursuant to resolutions passed at the Company’s2015 Annual General Meeting held on 16 September 2015. The Rights Issue therefore will not requireshareholder approval. No general meeting of Shareholders or other Shareholder vote will take place inconnection with the Rights Issue or in respect of the Acquisition. Details of the rights attaching to CommonShares appear in the Articles, a description of which appears in paragraph 6 of Part 10 (AdditionalInformation) of this document.

The Rights Issue is conditional upon:

• Admission becoming effective by not later than 8.00 a.m. on 5 October 2015 (or such later time ordate as the Joint Bookrunners may agree with the Company, but so that the Acceptance Date (whichshall fall no earlier than 10 Business Days after Admission) is not later than 30 October 2015); and

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• the Underwriting Agreement having become unconditional in all respects (save for conditions relatingto Admission) and not having been terminated in accordance with its terms prior to Admission.

The Rights Issue has been fully underwritten on the basis set out in the Underwriting Agreement. TheUnderwriters have agreed under the terms of the Underwriting Agreement to procure subscribers for, orfailing which to itself subscribe for, New Common Shares not taken up in the Rights Issue at the Rights IssuePrice. Further details of the terms of the Underwriting Agreement are set out in Part 10 (AdditionalInformation) of this document.

If the Underwriting Agreement is not declared or does not become unconditional in all respects or if it isterminated in accordance with its terms, the Rights Issue will be revoked and will not proceed. Revocationcannot occur after Admission, and therefore if Admission has occurred by 8.00 a.m. on 5 October 2015 (orsuch later time or date as the Joint Bookrunners may agree with Company), the Rights Issue will proceed.

Application will be made for the Nil Paid Rights and the Fully Paid Rights to be admitted to CREST.Euroclear requires the Company to confirm to it that certain conditions (imposed by the CREST Manual) aresatisfied before Euroclear will admit any security to CREST. It is expected that these conditions will besatisfied, in respect of the Nil Paid Rights and the Fully Paid Rights, on Admission. As soon as practicableafter satisfaction of the conditions, the Company will confirm this to Euroclear.

Application will be made to the UK Listing Authority for the New Common Shares to be admitted to thepremium listing segment of the Official List and to the London Stock Exchange for the New Common Sharesto be admitted to trading on its main market for listed securities. It is expected that Admission will becomeeffective and that dealings in the New Common Shares will commence on the London Stock Exchange, nilpaid, at 8.00 a.m. on 5 October 2015. No further application for admission to CREST is required for the NewDepositary Interests and all of the New Depositary Interests when issued and fully paid may be held andtransferred by means of CREST.

The latest time and date for acceptance and payment in full for the New Common Shares will be11.00 a.m. on 19 October 2015.

The terms and conditions of the Rights Issue, including the procedure for acceptance and payment and theprocedure in respect of rights not taken up, are set out in Part 3 (Terms and Conditions of the Rights Issue)of this document.

Qualifying Non-CREST Shareholders

Qualifying Non-CREST Shareholders other than Excluded Overseas Shareholders will receive a ProvisionalAllotment Letter which will indicate the number of New Common Shares provisionally allotted to suchQualifying Non-CREST Shareholders pursuant to the Rights Issue.

Such Qualifying Non-CREST Shareholders should note that, other than the Provisional Allotment Letter,they will receive no further written communication from the Company in respect of the subject matter of thisdocument.

Qualifying Depositary Interest Holders

Qualifying Depositary Interest Holders other than Excluded Overseas Shareholders are expected to receivea credit to their appropriate stock accounts in CREST in respect of the Nil Paid Rights to which they areentitled on 5 October 2015. The Nil Paid Rights so credited are expected to be enabled for settlement byCREST as soon as practicable after Admission. Qualifying Depositary Interest Holders will not receive aProvisional Allotment Letter.

Such Qualifying Depositary Interest Holders should note that they will receive no further writtencommunication from the Company in respect of the subject matter of this document. They shouldaccordingly retain this document for, amongst other things, details of the action they should take in respectof the Rights Issue. Qualifying Depositary Interest Holders who are CREST-sponsored members should referto their CREST sponsors regarding the action to be taken in connection with this document and the RightsIssue.

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Settlement

The New Common Shares will be capable of being held in certificated or uncertificated form via DepositaryInterests in CREST. Pending the issue of definitive certificates for the New Common Shares to be issued incertificated form, transfers will be certified against the Shareholder register. No temporary documents of titlein respect of the New Common Shares will be issued.

Any New Common Shares to be issued in certificated form will be represented by definitive sharecertificates, which are expected to be dispatched by 27 October 2015 to the persons entitled thereto at thatperson’s registered address.

The attention of Qualifying Shareholders with Common Shares in uncertificated form or who wish to receivetheir New Common Shares in uncertificated form via Depositary Interests in CREST is drawn to paragraph 4of Part 3 (Terms and Conditions of the Rights Issue) of this document.

Overseas Shareholders

The attention of Qualifying Shareholders who have registered addresses outside the UK, or who are residentor located in, or who are citizens of, countries outside the UK, or who are holding Common Shares orDepositary Interests for the benefit of such persons (including, without limitation, custodians, nominees,trustees and agents), or who have a contractual or other legal obligation to forward this document or theProvisional Allotment Letter to such persons, is drawn to the information which appears in paragraph 6 ofPart 3 (Terms and Conditions of the Rights Issue) of this document. In particular, subject to limited certainexceptions, Shareholders in the Restricted Jurisdictions may be unable to take up their entitlements.Overseas Shareholders (including Overseas Shareholders in Restricted Jurisdictions) who wish, and arepermitted under applicable securities laws, to take up their entitlement should contact their appropriateprofessional advisors immediately.

Persons who have registered addresses in, or who are resident or located in, or who are citizens of, countriesother than the United Kingdom should consult their professional advisers as to whether they require anygovernmental or other consents or need to observe any other formalities to enable them to take up theirentitlements to the Rights Issue.

9. DEBT FINANCING

The Group is actively considering ways of optimising its debt capital structure to ensure it has sufficientinvestment, acquisition and operational flexibility, and the Group has appointed J.P. Morgan to assist it inexploring debt financing options to support its growth plans, including in relation to the debt capital markets.

10. CURRENT TRADING AND PROSPECTS

Group performance in the first quarter, as noted in the Group’s trading update announced on 9 September2015, was in line with management expectations, with Group reported revenues up 1 per cent. The financialresults were driven by a strong performance across all of the operations of the Television Division, offset byFilm Division performance that reflected a lower number of theatrical and DVD releases in the first quartercompared to the prior year period.

As a result of the Group’s reporting currency being pounds sterling, the revenues and earnings of the Groupwere impacted by the appreciation of pounds sterling against the plan rates for the Canadian dollar, the euroand the Australian dollar.

Overall the Group anticipates that earnings performance in the first half of the financial year will be in linewith management expectations with strong performance in the Television Division, partially offset byweaker than expected Film Division performance, driving improved margins at a Group level.

The outlook for underlying earnings for the full year continues to be in line with management expectations.

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Television has continued to perform strongly on a pro forma constant currency basis over the comparativeperiod, driven by strong international sales and production deliveries. The Group is on track toproduce/acquire over 1,000 half hours of content in the full year.

The Mark Gordon Company is anticipated to deliver a strong first half and is expected to be ahead ofmanagement expectations in the full year. As previously noted, The Mark Gordon Company has been fullyconsolidated as a subsidiary from 19 May 2015.

Family continues to benefit from the further expansion of Peppa Pig into new international territoriesand increased licensing activity. In addition, the Group has signed a US broadcasting deal with Nick Jr. forBen & Holly’s Little Kingdom and enjoyed a strong start to the broadcast of PJ Masks on Disney Channels.

Performance in the Film Division in the first half is expected to be impacted by a lower number of theatricaland DVD releases compared to the prior year period. The Group expects to release 97 theatrical titles in thefirst half, compared to 134 in the prior year period, however the deferral of some releases into the secondhalf of the current financial year gives confidence in the Group’s ability to deliver around 230 film releasesin the full year. Management continues to focus on addressing cost efficiencies and restructuringopportunities to improve profitability in the Film Division.

In order to provide fuller information to investors on the Group’s content library, an independent valuationhas been carried out that includes all of the Group’s film, television, music and family assets, including theGroup’s TV production assets, recent television acquisitions and The Mark Gordon Company. Based on thatindependent valuation, the Directors believe that, as at 31 March 2015 the overall value of the Group’scontent library had increased to over US$1 billion (2014: US$801 million; 2013: US$650 million). In thiscontext, “valuation” means the net present value of cash flows expected to be generated from the Group’slibrary of titles.

11. DIVIDENDS AND DIVIDEND POLICY

On 11 September 2014, the Company paid its first dividend to Shareholders of 1.0p per Common Share inrespect of the year ended 31 March 2014. On 10 September 2015 the Company paid its second dividend toShareholders of 1.1p per Common Share in respect of the year ended 31 March 2015.

The Company has adopted a progressive dividend policy that reflects the underlying prospects of the Group.

12. WORKING CAPITAL

Entertainment One is of the opinion that the Group has sufficient working capital for its presentrequirements, that is for at least the next 12 months from the date of the publication of this document.

13. TAXATION

Certain information about United Kingdom, Canadian and United States taxation in relation to the CommonShares is set out in Part 9 (Taxation). These details are, however, intended only as a general guide to thecurrent tax position under United Kingdom, Canadian and United States taxation law for certain types ofinvestor. If you are in any doubt as to your tax position, or you are subject to tax in a jurisdiction other thanthe United Kingdom, Canada or the United States you should consult your own independent tax adviserwithout delay.

14. ACTION TO BE TAKEN

On the basis that dealings commence on 5 October 2015, the latest time for acceptance by Shareholders andDepositary Interest Holders under the Rights Issue will be 11.00 a.m. on 19 October 2015. The procedurefor acceptance and payment is set out in Part 3 (Terms and Conditions of the Rights Issue) of this document.Further details will also appear in the Provisional Allotment Letter, which will be sent to all Qualifying Non-CREST Shareholders.

If you are in any doubt as to what action you should take, you should immediately seek your own financialadvice from your stockbroker, bank manager, solicitor or other independent professional adviser who, if you

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are taking advice in the UK, is duly authorised under FSMA, or from any appropriately authorisedindependent financial adviser if you are in a territory outside the UK, in each case who specialises in adviceon the acquisition of shares and other securities.

15. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTENTIONS

The Directors are fully supportive of the Rights Issue. Each of the Directors who holds Common Sharesintends, to the extent he is able, to take up in full his rights to subscribe for New Common Shares under theRights Issue or to sell a sufficient number of his Nil Paid Rights and/or Common Shares to meet the cost oftaking up the balance of his entitlements to New Common Shares.

Entertainment One Ltd.’s largest shareholders have shown Entertainment One their support for theAcquisition and Rights Issue and Canada Pension Plan Investment Board, the Company’s largestshareholder, has confirmed that it is also fully supportive of the Acquisition and Rights Issue. CanadaPension Plan Investment Board currently owns, in aggregate, approximately 17.9 per cent. of the Company’sCommon Shares and has signed an irrevocable agreement with the Company and the Underwriters tosubscribe for its full Rights Issue Entitlement (although Canada Pension Plan Investment Board is not actingas an underwriter for any purpose in relation to the Rights Issue).

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PART 2

QUESTIONS AND ANSWERS ON THE RIGHTS ISSUE

The questions and answers set out in this Part 2 (Questions and Answers on the Rights Issue) are intendedto be generic guidance only and, as such, you should also read Part 3 (Terms and Conditions of the RightsIssue) of this document for further details of what action you should take if you wish to participate in theRights Issue. If you are in any doubt about the action to be taken, you are recommended to seek immediatelyyour own personal financial advice from your stockbroker, bank manager, solicitor, accountant, fundmanager or other appropriate independent financial adviser duly authorised under FSMA if you are in theUnited Kingdom, or if you are not, from another appropriately authorised financial adviser.

If you are an Overseas Shareholder, you should read the answer to question 4.7 of this Part 2 (Questions andAnswers on the Rights Issue) and you should take professional advice as to whether you are eligible and/orneed to observe any formalities to enable you to take up your rights pursuant to the Rights Issue.

Common Shares in the Company can be held in certificated form or as Depositary Interests representingCommon Shares in uncertificated form (that is, held through CREST). Accordingly, the questions andanswers are split into four sections:

Section 1: (General);

Section 2: (Common Shares in certificated form) answers questions you may have in respect of theprocedures for Qualifying Shareholders who hold their Common Shares in certificated form;

Section 3: (Depositary Interests held through CREST) answers questions you may have in respect of theequivalent procedures for Qualifying Shareholders who hold Depositary Interests in CREST; and

Section 4: (Further procedures for Common Shares in certificated form or Depositary Interests held throughCREST) answers some detailed questions about your rights and the actions you may need to take and isapplicable to Common Shares whether held in certificated form or as Depositary Interests representingCommon Shares in CREST.

If you do not know whether you hold Common Shares in certificated form or Depositary Interests inuncertificated form (that is, through CREST), please contact Capita Asset Services on 0371 664 0321 or ifcalling from outside the UK on +44 (0) 208 639 3399. Calls are charged at the standard geographic rate andwill vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate.Capita Asset Services is open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidaysin England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or taxadvice and calls may be recorded and monitored for security and training purposes.

1. GENERAL

1.1 What is a rights issue?

A rights issue is one way for companies to raise money. Companies do this by issuing shares for cashand giving their existing shareholders a right of first refusal to buy these shares in proportion to theirexisting shareholdings. For example, in a 1-for-4 rights issue, a shareholder is generally entitled to buyone new share for every four shares currently held. This Rights Issue is a 4-for-9 rights issue; that is,an offer of 4 New Common Shares for every 9 Common Shares held by Qualifying Shareholders atthe close of business on 30 September 2015 (the “Record Date” for the Rights Issue). The Depositaryholds Common Shares on behalf of the Depositary Interest Holders, as explained further in Part 3(Terms and Conditions of the Rights Issue) of this Prospectus, and accordingly will receive aprovisional allotment of New Common Shares on behalf of the Qualifying Depositary InterestHolders.

New shares are typically offered in a rights issue at a discount to the current share price. Because ofthis discount and while the market value of the shares exceeds the rights issue price, the right to buy

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the new shares is potentially valuable. In this Rights Issue, the Rights Issue Price of 153.0 pence perNew Common Share represents a 43.8 per cent. discount to the Closing Price of 272.0 pence perCommon Share on the Last Practicable Date and a 35.0 per cent. discount to the theoretical ex-rightsprice of 235.4 pence per Common Share calculated by reference to the Closing Price on the LastPracticable Date.

If you do not want to buy the New Common Shares (or New Depositary Interests) to which you areentitled (if any), you can instead sell your rights to those shares (or depositary interests) and receivethe net proceeds, if any, of the sale or transfer in cash. This is referred to as dealing “nil paid”.

1.2 Will Shareholders be entitled to vote on the Rights Issue?

No. The Company is relying on existing shareholder approvals pursuant to resolutions passed at theCompany’s 2015 Annual General Meeting held on 16 September 2015. The Rights Issue thereforewill not require shareholder approval. No general meeting of Shareholders or other Shareholder votewill take place in connection with the Rights Issue or in respect of the Acquisition.

1.3 Is the Rights Issue underwritten?

Yes, the Rights Issue is fully underwritten by the Underwriters pursuant to the UnderwritingAgreement.

1.4 Why is the Company undertaking the Rights Issue?

The Company intends to use the proceeds of the Rights Issue as follows:

• £140,000,000 in order to satisfy the consideration payable on Completion pursuant to the SharePurchase Agreement;

• £7,600,000 in order to satisfy the costs and expenses associated with the Acquisition and RightsIssue including bank, legal and accounting fees; and

• the remainder of the proceeds of the Rights Issue will also allow some deleveraging of theGroup’s balance sheet, which will increase financial flexibility for management to implementEntertainment One’s overall growth strategy and support the execution of the Group’s strategicgoals.

The Rights Issue is not conditional upon Completion of the Acquisition and, subsequent to the RightsIssue becoming wholly unconditional, the Acquisition could fail to complete.

In the event that the Acquisition does not complete, the Company will use the net proceeds of theRights Issue for general corporate purposes and (where possible) acquisitions that fulfill theCompany’s strategic objectives. To the extent that, following Admission, opportunities for suchAcquisitions are not identified within a time period at the discretion of the Board, the Board willconsider its options, which will include the possible return of surplus cash to Shareholders in as taxefficient manner as possible and in accordance with applicable Canadian law and applicablecontractual requirements.

2. COMMON SHARES IN CERTIFICATED FORM

2.1 How do I know if I am eligible to participate in the Rights Issue?

If you receive a Provisional Allotment Letter and you do not have a registered address nor are you aperson located or resident in any of the Restricted Jurisdictions (save, in certain limited exceptions, inthe United States) then you should be eligible to participate in the Rights Issue through the ProvisionalAllotment Letter (as long as you have not sold all of your Common Shares before 8.00 a.m. on5 October 2015 (the time when the Common Shares are expected to be marked “ex-rights” by theLondon Stock Exchange).

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However, if you receive a Provisional Allotment Letter and you have a registered address in, or areresident or a person located in, a country other than the United Kingdom, you must satisfy yourselfas to the full observance of the applicable laws of such territory, including obtaining any requisitegovernmental or other consents, observing any other requisite formalities and paying any issue,transfer or other taxes due in such territories. Receipt of this document or a Provisional AllotmentLetter does not constitute an offer in those jurisdictions in which it would be illegal to make an offer.Overseas Shareholders should refer to paragraph 6 of Part 3 (Terms and Conditions of the RightsIssue) of this document for further details. Subject to certain limited exceptions, ProvisionalAllotment Letters will not be sent to Shareholders with a registered address in, or located or residentin, any Restricted Jurisdiction.

If you do not receive a Provisional Allotment Letter, and you do not hold any Depositary Interests,this probably means you are not eligible to acquire any New Common Shares. However, seequestion 2.3, below.

2.2 What are my options and what should I do with the Provisional Allotment Letter?

The Provisional Allotment Letter will show:

(a) In Box 1: the number of certificated Common Shares you held at the close of business on theRecord Date;

(b) In Box 2: the number of New certificated Common Shares you are entitled to buy pursuant tothe Rights Issue; and

(c) In Box 3: how much you need to pay if you want to take up your right to buy all the NewCommon Shares provisionally allotted to you in full.

(i) If you want to take up your Rights Issue Entitlement in full

If you want to take up in full your Rights Issue Entitlement to subscribe for the NewCommon Shares to which you are entitled, all you need to do is send the ProvisionalAllotment Letter, together with your cheque or banker’s draft in pounds sterling for thefull amount shown in Box 3, payable to “Capita Registrars Limited re: EntertainmentOne Ltd – Rights Issue A/C” and crossed “A/C payee only”, by post or by hand (duringnormal business hours only) to the address shown on page 1 of the Provisional AllotmentLetter so as to arrive before 11.00 a.m. on 19 October 2015. You can use the reply-paidenvelope, which will be provided with the Provisional Allotment Letter within theUnited Kingdom only. Please allow sufficient time for delivery. Paragraphs 3.2 and 3.4of Part 3 (Terms and Conditions of the Rights Issue) of this document set out fullinstructions on how to accept and pay for your New Common Shares. These instructionsare also set out in the Provisional Allotment Letter. You will be required to pay in fullfor all the Rights Issue Entitlement you take up. A definitive share certificate will be sentto you for the New Common Shares you acquire and it is expected that suchcertificate(s) will be despatched to you on 27 October 2015.

Your Provisional Allotment Letter will not be returned to you unless you specificallyrequest so by completing Box 4 on the Provisional Allotment Letter. You will only needyour Provisional Allotment Letter to be returned to you if you want to deal in your FullyPaid Rights.

Cheques must be in pounds sterling and drawn on a UK bank account. Please note thatthird-party cheques will not be accepted except for building society cheques or banker’sdrafts where the building society or bank has confirmed the name of the account holderby stamping or endorsing the back of the building society cheque/banker’s draft to sucheffect. The account name should be the same as that shown on the Provisional AllotmentLetter. Post-dated cheques will not be accepted.

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(ii) If you want to take up some but not all of your Rights Issue Entitlement

If you want to take up some but not all of your Rights Issue Entitlement and wish to sellsome or all of those you do not want to take up, you should first apply for splitProvisional Allotment Letters by completing Form X on page 4 of the ProvisionalAllotment Letter and then return it to the Receiving Agent by post at Capita AssetServices, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR34TU or by hand (during normal business hours only) at Capita Asset Services, CorporateActions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, so as to bereceived by 3:00 p.m. on 15 October 2015, the last time and date for splitting ProvisionalAllotment Letters, together with a covering letter stating the number of split ProvisionalAllotment Letters required and the number of Nil Paid Rights or Fully Paid Rights to becomprised in each split Provisional Allotment Letter. You can use the reply-paidenvelope, which will be provided with the Provisional Allotment Letter within theUnited Kingdom. Please allow sufficient time for delivery. You should then deliver thesplit Provisional Allotment Letter representing the right to New Common Shares youwish to accept together with your cheque or banker’s draft to the Receiving Agent bypost at Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road,Beckenham, Kent BR3 4TU or by hand (during normal business hours only) at CapitaAsset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham,Kent BR3 4TU so as to be received by 11.00 a.m. on 19 October 2015, the last time anddate for acceptance and payment in full. The further split Provisional Allotment Letters(representing the New Common Shares the Qualifying Shareholder does not wish totake up) should be delivered to such transferee, or to the stockbroker, bank or other agentthrough whom the sale or transfer was effected for delivery to such transferee, and willbe required in order to sell those rights not being taken up.

Qualifying Shareholders who wish to effect a cashless take-up of their Nil PaidRights (which may be achieved through the sale of such portion of their Nil PaidRights as will raise sufficient funds to allow the relevant Qualifying Shareholder totake up their remaining Nil Paid Rights) should contact their broker, who may beable to assist with such arrangements. Please note that your ability to sell yourRights Issue Entitlement is dependent on demand for such Rights IssueEntitlement and that the price for Nil Paid Rights may fluctuate. Please ensure thatyou allow enough time so as to enable the person acquiring your Rights IssueEntitlement to take all necessary steps in connection with taking up the entitlement priorto 11.00 a.m. on 19 October 2015.

Alternatively, if you want only to take up some of your Rights Issue Entitlement (and donot wish to sell some or all of those you do not want to take up), you should completeForm X on page 4 of the Provisional Allotment Letter and return it to the ReceivingAgent by post at Capita Asset Services, Corporate Actions, The Registry, 34 BeckenhamRoad, Beckenham, Kent BR3 4TU or by hand (during normal business hours only) toCapita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road,Beckenham, Kent BR3 4TU together with a covering letter confirming the number ofNew Common Shares you wish to take up and a cheque or banker’s draft for theappropriate amount. In this case, the Provisional Allotment Letter and cheque must bereceived by the Receiving Agent by 3.00 p.m. on 15 October 2015, the last time forsplitting nil-paid. You can use the reply-paid envelope, which will be provided with theProvisional Allotment Letter within the United Kingdom. Please allow sufficient timefor delivery. Further details relating to payment and acceptance are set out in paragraphs3.2 and 3.4 of Part 3 (Terms and Conditions of the Rights Issue) of this document.

(iii) If you want to sell all of your Rights Issue Entitlement

If you want to sell all of your Rights Issue Entitlement, you should complete and signForm X on page 4 of the Provisional Allotment Letter (if it is not already marked

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“Original Duly Renounced”) and pass the entire letter to your stockbroker, bankmanager or other appropriate financial adviser or to the transferee (provided they are notin any of the Restricted Jurisdictions).

Please note that your ability to sell your Rights Issue Entitlement is dependent on thedemand for such Rights Issue Entitlement and that the price for the Nil Paid Rights mayfluctuate.

The latest time and date for selling all of your Rights Issue Entitlement is 11.00 a.m. on19 October 2015. Please ensure, however, that you allow enough time so as to enable theperson acquiring your rights to take all necessary steps in connection with taking up theentitlement prior to 11.00 a.m. on 19 October 2015.

(iv) If you do not want to take up your Rights Issue Entitlement at all, and want to let themlapse and potentially receive a sale of lapsed rights payment

If you do not want to take up any of your Rights Issue Entitlement and want to let themlapse and potentially receive a sale of lapsed rights payment, you do not need to doanything. If you do not return your Provisional Allotment Letter together with paymentby 11.00 a.m. on 19 October 2015, the Company has made arrangements under whichthe Underwriters will endeavour to find investors to take up your Rights IssueEntitlements and the Rights Issue Entitlements of others who have not taken up theirRights Issue Entitlements by 5.00 p.m. on the second Dealing Day after the last date foracceptance of the Rights Issue. If the Underwriters find investors and are able to achievea premium over the Rights Issue Price and the related expenses of procuring thoseinvestors (including any applicable brokerage and commissions and amounts in respectof VAT), you will be sent a cheque for your share of the amount of that aggregatepremium above the Rights Issue Price less related expenses (including any applicablebrokerage and commissions and amounts in respect of VAT), so long as the amount inquestion is at least £5. Cheques are expected to be despatched by 2 December 2015 andwill be sent to your address as it appears on the Company’s register of members (or tothe first named holder if you hold Common Shares jointly). If the Underwriters cannotfind investors who agree to pay a premium above the Rights Issue Price and relatedexpenses so that your entitlement would be £5 or more, you will not receive anypayment. Any amounts of less than £5 will be aggregated and retained for the benefit ofthe Company.

2.3 What if I do not receive a Provisional Allotment Letter?

If you do not receive a Provisional Allotment Letter and you do not hold Depositary Interests inCREST, this probably means that your registered address is in or you are located or resident in aRestricted Jurisdiction. Some Qualifying Shareholders, however, will not receive a ProvisionalAllotment Letter.

If you do not receive a Provisional Allotment Letter but think that you should have received one (forinstance, if you are a Qualifying Depositary Interest Holder who held your Common Shares asDepositary Interests in uncertificated form on 30 September 2015 and who has subsequentlyconverted them to Common Shares in certificated form), please contact Capita Asset Services on 0371664 0321 or if calling from outside the UK on +44 (0) 208 639 3399. Calls are charged at the standardgeographic rate and will vary by provider. Calls outside the United Kingdom will be charged at theapplicable international rate. Capita Asset Services is open between 9.00 a.m. to 5.30 p.m., Mondayto Friday excluding public holidays in England and Wales. Please note that Capita Asset Servicescannot provide any financial, legal or tax advice and calls may be recorded and monitored for securityand training purposes.

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2.4 If I buy or have bought Common Shares after the Record Date but before 8.00 a.m. on 5 October2015 (the date the New Common Shares start trading ex-rights), will I be eligible to participate inthe Rights Issue?

If you buy or have bought Common Shares before 8.00 a.m. on 5 October 2015 (the date the NewCommon Shares start trading ex-rights (that is, without the right to participate in the Rights Issue,referred to as the ex-rights date)) but are not registered as the holder of those Common Shares on theRecord Date, you may still be eligible to participate in the Rights Issue. If you are in any doubt, pleaseconsult your stockbroker, bank or other appropriate financial adviser, or whoever arranged your sharepurchase, to ensure that you claim your entitlement.

You will not be entitled to participate in the Rights Issue or to Nil Paid Rights in respect of anyCommon Shares acquired on or after the ex-rights date.

2.5 What should I do if I sell or have sold or transferred all or some of the Common Shares shown inBox 1 of the Provisional Allotment Letter before the ex-rights date?

If you sell or have sold or transferred all of your Common Shares before the ex-rights date, you shouldcomplete Form X on page 4 of the Provisional Allotment Letter and send the entire ProvisionalAllotment Letter to the purchaser or transferee or stockbroker, bank or other appropriate financialadviser through whom you made the sale or transfer (provided they are not in any of the RestrictedJurisdictions).

If you sell or have sold or transferred only some of your holding of Common Shares before the ex-rights date, you will need to complete Form X on page 4 of the Provisional Allotment Letter andconsult the stockbroker, bank or other appropriate financial adviser through whom you made the saleor transfer before taking any action with regard to the balance of Rights Issue Entitlement due to you.

2.6 How many New Common Shares will I be entitled to acquire?

Box 2 on page 1 of the Provisional Allotment Letter shows the number of New certificated CommonShares you will be entitled to buy if you are a Qualifying Non-CREST Shareholder and not anExcluded Overseas Shareholder. You will be entitled to buy 4 New Common Shares for every 9Common Shares held at the close of business on the Record Date. All Qualifying Non-CRESTShareholders (other than Qualifying Non-CREST Shareholders who are Excluded OverseasShareholders) will be sent a Provisional Allotment Letter.

2.7 What should I do if I think my holding of Common Shares (as shown in Box 1 on page 1 of theProvisional Allotment Letter) is incorrect?

If you are concerned about the figure in Box 1, please contact Capita Asset Services on 0371 664 0321or if calling from outside the UK on +44 (0) 208 639 3399. Calls are charged at the standardgeographic rate and will vary by provider. Calls outside the United Kingdom will be charged at theapplicable international rate. Capita Asset Services is open between 9.00 a.m. to 5.30 p.m., Mondayto Friday excluding public holidays in England and Wales. Please note that Capita Asset Servicescannot provide any financial, legal or tax advice and calls may be recorded and monitored for securityand training purposes.

2.8 If I take up my rights, when will I receive my New Common Share certificate?

If you take up your rights under the Rights Issue, share certificates for the New Common Shares areexpected to be posted on 27 October 2015.

3. DEPOSITARY INTERESTS HELD THROUGH CREST

3.1 How do I know if I am eligible to participate in the Rights Issue?

The Depositary holds Common Shares on behalf of Depositary Interest Holders and accordingly willreceive a provisional allotment of New Common Shares on behalf of Qualifying Depositary InterestHolders. The Depositary will pass on the provisional allotment made in its favour to Qualifying

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Depositary Interest Holders other than Qualifying Depositary Interest Holders who are ExcludedOverseas Shareholders and otherwise in accordance with the terms and conditions set out in thisdocument and in accordance with the Deed Poll.

If you are a Qualifying Depositary Interest Holders (other than a Qualifying Depositary InterestHolders who is an Excluded Overseas Shareholder), and on the assumption that the Rights Issueproceeds as planned, your CREST stock account will be credited with your entitlement to Nil PaidRights on 5 October 2015. The stock account to be credited will be the account under the participantID and member account ID that apply to your Depositary Interests on the Record Date. The Nil PaidRights are expected to be enabled as soon as practicable after 8.00 a.m. on 5 October 2015. If you area CREST-sponsored member, you should consult your CREST sponsor if you wish to check that youraccount has been credited with your entitlement to Nil Paid Rights. The CREST stock accounts ofOverseas Shareholders with a registered address or located or resident in (subject to certain limitedexceptions) any of the Restricted Jurisdictions will not be credited with Nil Paid Rights. OverseasShareholders should refer to paragraph 6 of Part 3 (Terms and Conditions of the Rights Issue) of thisdocument.

3.2 How do I take up my Rights Issue Entitlement using CREST?

You should refer to paragraph 4 of Part 3 (Terms and Conditions of the Rights Issue) of this documentfor details on how to take up and pay for your Rights Issue Entitlement.

If you are a Qualifying Depositary Interest Holder (other than a Qualifying Depositary Interest Holderwho is an Excluded Overseas Shareholder), you should ensure that a Many-to-Many (“MTM”)instruction has been inputted and has settled by 11.00 a.m. on 19 October 2015 in order to make avalid acceptance. If your Depositary Interests are held by a nominee or you are a CREST-sponsoredmember, you should speak directly to the agent who looks after your stock or your CREST sponsor(as appropriate), who will be able to help you. If you have further questions, particularly of a technicalnature regarding acceptance through CREST, you should call the CREST Service Desk.

3.3 If I buy or have bought Depositary Interests after the Record Date but before 8.00 a.m. on5 October 2015 (the date that the Common Shares start trading ex-rights), will I be eligible toparticipate in the Rights Issue?

If you buy or have bought Depositary Interests after the Record Date but before 8.00 a.m. on5 October 2015, but are not registered as the holder of those Depositary Interests on the Record Date,you may still be eligible to participate in the Rights Issue. Euroclear will raise claims in the normalmanner in respect of your purchase and your Nil Paid Rights will be credited to your stock account(s)on settlement of those claims.

You will not be entitled to participate in the Rights Issue or to Nil Paid Rights in respect of anyDepositary Interests acquired at or after 8.00 a.m. on 5 October 2015.

3.4 What should I do if I sell or transfer all or some of my Depositary Interests before 8.00 a.m. on5 October 2015 (the ex-rights date)?

You do not have to take any action. A claim transaction in respect of that sale or transfer willautomatically be generated by Euroclear which, on settlement, will transfer the appropriate number ofNil Paid Rights to the purchaser or transferee.

3.5 How many New Common Shares am I entitled to acquire?

If you are a Qualifying Depositary Interest Holder (other than a Qualifying Depositary Interest Holderwho is an Excluded Overseas Shareholder), your stock account will be credited with Nil Paid Rightsin respect of the number of Depositary Interests to reflect the New Common Shares which you areentitled to acquire. You will be entitled to acquire 4 New Common Shares for every 9 DepositaryInterests held at the close of business on the Record Date. You can also view the claim transactions in

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respect of purchases/sales effected after this date, but before the ex-rights date. If you are a CREST-sponsored member, you should consult your CREST sponsor.

3.6 What should I do if I think my holding of Depositary Interests is incorrect?

If you are concerned about the number of Nil Paid Rights with which your stock account has beencredited, please contact Capita Asset Services on 0371 664 0321 or if calling from outside the UK on+44 (0) 208 639 3399. Calls are charged at the standard geographic rate and will vary by provider.Calls outside the United Kingdom will be charged at the applicable international rate. Capita AssetServices is open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays inEngland and Wales. Please note that Capita Asset Services cannot provide any financial, legal or taxadvice and calls may be recorded and monitored for security and training purposes.

3.7 If I take up my Rights Issue Entitlement, when will Depositary Interests representing my NewCommon Shares be credited to my CREST stock account(s)?

If you take up your Rights Issue Entitlement under the Rights Issue, it is expected that DepositaryInterests representing your New Common Shares will be credited to the CREST stock account inwhich you hold your Fully Paid Rights on 20 October 2015.

4. FURTHER PROCEDURES FOR COMMON SHARES WHETHER IN CERTIFICATEDFORM OR DEPOSITARY INTERESTS HELD THROUGH CREST

4.1 What happens if the number of New Common Shares and/or New Depositary Interests to whichI am entitled is not a whole number? Am I entitled to fractions of New Common Shares and/or NewDepositary Interests?

Your entitlement to New Common Shares and/or New Depositary Interests will be calculated at theclose of business on the Record Date (other than in the case of those who bought Common Shares orDepositary Interests after the Record Date but before the ex-rights date who are eligible to participatein the Rights Issue). If the result is not a whole number, your entitlement will be rounded down to thenearest whole number of New Common Shares and/or New Depositary Interests, meaning that youwill not be provisionally allotted a New Common Share and/or New Depositary Interests in respectof the fractional entitlement. The New Common Shares and/or New Depositary Interests representingthe aggregated fractions that would otherwise be allotted to Qualifying Shareholders will, if a priceover the Rights Issue Price and the expenses of sale can be obtained, be sold in the market for thebenefit of Qualifying Shareholders who would otherwise have been entitled to such fraction of a NewCommon Share and/or New Depositary Interest, save that Qualifying Shareholders will not receiveany proceeds in respect of a fractional entitlement in the unlikely event that such proceeds have avalue of £5 or less.

4.2 Will I be taxed if I take up or sell my Rights Issue Entitlement or if my Rights Issue Entitlement issold on my behalf?

If you are resident in the United Kingdom for tax purposes, you should not have to pay UK tax whenyou take up your Rights Issue Entitlement to subscribe for New Common Shares and/or NewDepositary Interests, although the Rights Issue will affect the amount of UK tax you may pay whenyou subsequently sell your Common Shares and/or New Depositary Interests. However, you may besubject to capital gains tax on any proceeds you receive from the sale of your Rights IssueEntitlement.

Further information for certain Qualifying Shareholders is contained in Part 9 (Taxation) of thisdocument. Qualifying Shareholders who are in any doubt as to their tax position should consult theirprofessional advisers as soon as possible. Please note that Capita Asset Services’ helpline is unable toadvise on any taxation issues.

If you are resident in Canada for tax purposes, you should not have to pay Canadian tax when youtake up your Rights Issue Entitlement to subscribe for New Common Shares, although the RightsIssue will affect the amount of Canadian tax you may pay when you subsequently sell your Common

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Shares or New Common Shares. However, you may be subject to Canadian tax on any taxable capitalgain you realise on the sale of your Rights Issue Entitlement. Further information for certain holdersof Rights Issue Entitlement resident in Canada is contained in Part 9 (Taxation) of this document.

If you are not resident in Canada for tax purposes, you should not have to pay Canadian withholdingtax or any other Canadian tax when you take up your Rights Issue Entitlement to subscribe for NewCommon Shares. You should not be subject to Canadian tax on any proceeds you receive from the saleof your Rights Issue Entitlement unless your Rights Issue Entitlement constitutes taxable Canadianproperty. Further information for certain holders of Rights Issue Entitlement that are not resident inCanada is contained in Part 9 (Taxation) of this document.

4.3 I understand that there is a period when there is trading in the Nil Paid Rights. What does thismean?

If you are a Qualifying Shareholder and you do not want to buy the New Common Shares and/or NewDepositary Interests being offered to you under the Rights Issue, you can instead sell or transfer yourNil Paid Rights and receive the net proceeds of the sale or transfer in cash. This is referred to asdealing “nil paid.” During the nil paid trading period (between 8.00 a.m. on 5 October 2015 and11.00 a.m. on 19 October 2015), subject to demand and market conditions, persons can buy and sellthe Nil Paid Rights. Please note that your ability to sell your rights is dependent on demand for suchrights and that the price of the Nil Paid Rights will fluctuate.

If you wish to sell or transfer all or some of your Nil Paid Rights and you hold your Common Sharesin certificated form, you will need to complete Form X, the form of renunciation, on page 4 of theProvisional Allotment Letter and send it to the stockbroker, bank or other agent through or by whomthe sale or transfer was effected, to be forwarded to the purchaser or transferee.

If you buy Nil Paid Rights, you are buying an entitlement to take up the New Common Shares inrespect of such Nil Paid Rights, subject to your paying for them in accordance with the terms of theRights Issue. Any seller of Nil Paid Rights who holds their Common Shares in certificated form willneed to forward to you their Provisional Allotment Letter (with Form X completed) for you tocomplete and return, with your cheque, by 11.00 a.m. on 19 October 2015, in accordance with theinstructions in the Provisional Allotment Letter.

If you are a CREST member or CREST-sponsored member and have received a Provisional AllotmentLetter and you wish to hold your Nil Paid Rights in uncertificated form in Depositary Interests inCREST, then (in the case of a CREST member) you should send the Provisional Allotment Letter withForm X and the CREST Deposit Form on page 4 of the Provisional Allotment Letter completed to theCREST courier and sorting service by 3.00 p.m. on 14 October 2015 at the latest, or (in the case of aCREST-sponsored member) you should contact your CREST sponsor.

Qualifying Depositary Interest Holders and, subject to dematerialisation of their Nil Paid Rights as setout in the Provisional Allotment Letter, Qualifying Non-CREST Shareholders who are CRESTmembers or CREST-sponsored members, can convert their Nil Paid Rights, in whole or in part, in Nil-Paid Rights in respect of Depositary Interests in CREST in the same manner as any other security thatis admitted to CREST. Please consult your CREST sponsor or stockbroker, bank or other appropriatefinancial adviser, or whoever arranged your share purchase, for details.

4.4 What if I want to sell the New Common Shares for which I have paid?

If you are a Qualifying Shareholder, provided the New Common Shares have been paid for and youhave requested the return of the receipted Provisional Allotment Letter, you can transfer the Fully PaidRights by completing Form X, the form of renunciation, on page 4 of the receipted ProvisionalAllotment Letter in accordance with the instructions set out on pages 2 and 3 of the ProvisionalAllotment Letter until 11.00 a.m. on 19 October 2015.

After that time, you will be able to sell your New Common Shares in the normal way. However, theshare certificate relating to your New Common Shares is expected to be despatched to you on

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27 October 2015. Pending despatch of such share certificate, valid instruments of transfer will becertified by the Registrar against the register.

If you hold your Depositary Interests and/or rights in CREST, you may transfer them in the samemanner as any other security that is admitted to CREST. Please consult your stockbroker, bank orother appropriate financial adviser, or whoever arranged your share purchase, for details.

4.5 What if I do nothing?

If you do not want to take up any of your rights, you do not need to do anything. If you do not takeup your Rights Issue Entitlement, the number of Common Shares (or Depositary Interestsrepresenting Common Shares) you hold in the Company will stay the same but, following completionof the Rights Issue, the proportion of the total number of Common Shares (or Depositary Interestsrepresenting Common Shares) that you will hold relative to the total issued share capital of theCompany will be lower than that held currently. If you are a Qualifying Shareholder and do not takeup and make payment for the New Common Shares and/or New Depositary Interests to which you areentitled by 11.00 a.m. on 19 October 2015, the Company has made arrangements under which theUnderwriters will endeavour to find investors to take up your Rights Issue Entitlement and those ofother Qualifying Shareholders who have not taken up their Rights Issue Entitlements by 5.00 p.m. onthe second Dealing Day after the last date for acceptance of the Rights Issue. If the Underwriters findinvestors and are able to achieve a premium over the Rights Issue Price and the related expenses ofprocuring those investors (including any applicable brokerage and commissions and amounts inrespect of VAT), you will be sent a cheque for your share of the amount of that aggregate premiumabove the Rights Issue Price less related expenses (including any applicable brokerage andcommissions and amounts in respect of VAT), so long as the amount in question is at least £5. Chequesare expected to be despatched by 2 December 2015 and will be sent to your address as it appears onthe Company’s register of members (or to the first named holder if you hold Common Shares jointly),provided that where any entitlement concerned was held in CREST, the amount due will, unless theCompany (in its absolute discretion) otherwise determines, be satisfied by the Company procuring thecreation of an assured payment obligation in favour of the relevant Qualifying Depositary InterestHolder’s RTGS settlement bank in respect of the cash amount concerned in accordance with theRTGS payment mechanism. If the Underwriters cannot find investors who agree to pay a premiumabove the Rights Issue Price and related expenses so that your entitlement would be £5 or more, youwill not receive any payment, and any amounts of less than £5 will be aggregated and retained for thebenefit of the Company.

4.6 What if I hold options and awards under the Long Term Incentive Plan?

The options and awards granted under the Long Term Incentive Plan may be adjusted in such a wayas the Directors (or a duly authorised committee thereof) consider appropriate to compensate optionand award holders for any effect the Rights Issue will have on those options and awards (as permittedby the rules of the relevant Long Term Incentive Plan). Such adjustments, if any, will not be madeuntil after the Rights Issue and will be subject to approval by HM Revenue and Customs whererequired.

4.7 What should I do if I live outside the United Kingdom?

Your ability to take up your Rights Issue Entitlement to New Common Shares and New DepositaryInterests may be affected by the laws of the country in which you live and you should takeprofessional advice about any formalities you need to observe. Shareholders resident outside theUnited Kingdom, including those with a registered address or those located or resident in anyRestricted Jurisdiction, should refer to paragraph 6 of Part 3 (Terms and Conditions of the RightsIssue).

4.8 Will the Rights Issue affect the dividends the Company pays?

The dividend policy of the Company will be unchanged following completion of the Rights Issue, asthe Board’s intention is to retain its progressive dividend policy.

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4.9 What do I do if I have any further queries about the Rights Issue or the action I should take?

If you have any other questions, please contact Capita Asset Services on 0371 664 0321 or if callingfrom outside the UK on +44 (0) 208 639 3399. Calls are charged at the standard geographic rate andwill vary by provider. Calls outside the United Kingdom will be charged at the applicable internationalrate. Capita Asset Services is open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding publicholidays in England and Wales. Please note that Capita Asset Services cannot provide any financial,legal or tax advice and calls may be recorded and monitored for security and training purposes.

Your attention is drawn to the terms and conditions of the Rights Issue in Part 3 (Terms and Conditionsof the Rights Issue) and (in the case of Qualifying Non-CREST Shareholders) in the ProvisionalAllotment Letter.

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PART 3

TERMS AND CONDITIONS OF THE RIGHTS ISSUE

1. INTRODUCTION

The Company is proposing to raise proceeds of approximately £195.3 million (net of estimated expenses) byway of a rights issue of 131,476,173 New Common Shares. Subject to the fulfilment of the conditionsreferred to below, the New Common Shares will be offered for subscription by way of rights to QualifyingShareholders on the following basis and otherwise on the terms and conditions set out in this document (and,in the case of Qualifying Non-CREST Shareholders, the Provisional Allotment Letter):

4 New Common Shares at 153.0 pence per New Common Sharefor every 9 Common Shares

held and registered in their name at close of business on the Record Date, and so in proportion to any othernumber of Common Shares then held.

The Depositary holds Common Shares on behalf of Depositary Interest Holders and accordingly will receivea provisional allotment of New Common Shares on behalf of Qualifying Depositary Interest Holders. TheDepositary will pass on the provisional allotment made in its favour to Qualifying Depositary InterestHolders other than Qualifying Depositary Interest Holders who are Excluded Overseas Shareholders andotherwise in accordance with the terms and conditions set out in this document and in accordance with theDeed Poll.

The Rights Issue Price of 153.0 pence per New Common Share represents a discount of:

• 43.8 per cent. to the Closing Price of 272.0 pence per Common Share on the Last Practicable Date;and

• 35.0 per cent. to the theoretical ex-rights price of 235.4 pence per Common Share calculated byreference to the Closing Price on the Last Practicable Date.

Times and dates referred to in this Part 3 (Terms and Conditions of the Rights Issue) have been included onthe basis of the expected timetable for the Rights Issue.

Qualifying Shareholders who do not take up their entitlements to New Common Shares (whether directly orthrough New Depositary Interests) will have their proportionate shareholdings in the Company diluted byapproximately 30.8 per cent. Qualifying Shareholders who take up their rights in full will, subject to therounding down and sale of any fractional entitlements, have the same proportionate voting and distributionrights as held by them at the close of business on the Record Date.

The Nil Paid Rights (also described as New Common Shares, nil paid) are entitlements to subscribe for theNew Common Shares subject to payment of the Rights Issue Price. The Fully Paid Rights are entitlementsto receive the New Common Shares, for which subscription and payment has already been made.

Holdings of Common Shares in certificated form and holdings of Depositary Interests will be treated asseparate holdings for the purpose of calculating entitlements under the Rights Issue. Entitlements to NewCommon Shares and New Depositary Interests will be rounded down to the next lowest whole number (orto zero in the case of Shareholders holding fewer than 9 Common Shares or Depositary Interests at the closeof business on the Record Date) and fractions of New Common Shares will not be alloted to QualifyingShreholders (and the Depositary will not make available fractions of New Depositary Interests to QualifyingDepostairy Interest Holders). Such fractions will be aggregated and, if a price over the Rights Issue Price andthe expenses of sale can be obtained, sold as soon as practicable after the commencement of dealings in theNil Paid Rights. The net proceeds of such sales (after deduction of expenses) will be paid to the QualifyingShareholders who would otherwise have been entitled to such fraction of a New Common Share and/or NewDepositary Interest, save that Qualifying Shareholders will not receive any proceeds in respect of a fractionalentitlement in the unlikely event that such proceeds have a value of £5 or less.

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The attention of Overseas Shareholders and any person (including, without limitation, custodians,nominees and trustees) who has a contractual or other legal obligation, in the case of QualifyingNon-CREST Shareholders who are not Excluded Overseas Shareholders, to forward the ProvisionalAllotment Letter, into a jurisdiction other than the United Kingdom is drawn to paragraphs 6 and 7of this Part 3 (Terms and Conditions of the Rights Issue). The offer of New Common Shares and NewDepositary Interests under the Rights Issue will not be made into certain territories. In particular,subject to the provisions of paragraph 6 of this Part 3 (Terms and Conditions of the Rights Issue),Qualifying Shareholders with registered addresses or located or resident in any RestrictedJurisdiction will not be sent any Provisional Allotment Letter and will not have their CREST stockaccounts credited with Nil Paid Rights.

The Company is relying on existing shareholder approvals pursuant to resolutions passed at the Company’s2015 Annual General Meeting held on 16 September 2015. The Rights Issue therefore will not requireshareholder approval. No general meeting of Shareholders or other Shareholder vote will take place inconnection with the Rights Issue or in respect of the Acquisition. When issued and fully paid, the NewCommon Shares will rank pari passu in all respects with the Common Shares, including the right to all futuredividends and distributions made, declared or paid after the date of their issue.

The Common Shares are in registered form and can be held in certificated or uncertificated form viaDepositary Interests in CREST. The Depositary Interests are already admitted to CREST. No furtherapplication for admission to CREST is required for the New Depositary Interests and all of the NewDepositary Interests when issued and fully paid may be held and transferred by means of CREST.

Application will be made to the UKLA for the New Common Shares to be admitted to listing on the premiumlisting segment of the Official List and to the London Stock Exchange for the New Common Shares to beadmitted to trading (nil paid) on its main market for listed securities. It is expected that Admission willbecome effective and that dealings in the New Common Shares (nil paid) will commence on the LondonStock Exchange, at 8.00 a.m. on 5 October 2015.

Application will be made for the Nil Paid Rights and the Fully Paid Rights to be admitted to CREST.Euroclear requires the Company to confirm to it that certain conditions (imposed by the CREST Manual) aresatisfied before Euroclear will admit any security to CREST. It is expected that these conditions will besatisfied, in respect of the Nil Paid Rights and the Fully Paid Rights, on Admission. As soon as practicableafter satisfaction of the conditions, the Company will confirm this to Euroclear.

None of the New Common Shares or the New Depositary Interests are being offered to the public other thanpursuant to the Rights Issue.

The ISIN for the New Depositary Interests will be the same as that of the Depositary Interests, beingCA29382B1022. The ISIN for the Nil Paid Rights is CA29382B1105 and the ISIN for the Fully Paid Rightsis CA29382B1287.

The Rights Issue has been fully underwritten by the Underwriters in accordance with the terms of theUnderwriting Agreement and is conditional upon (inter alia):

(a) the Underwriting Agreement having become unconditional in all respects (save for the conditionrelating to Admission) and not having been terminated in accordance with its terms prior toAdmission; and

(b) Admission becoming effective by not later than 8.00 a.m. on 5 October 2015 (or such later time ordate as the Joint Bookrunners may agree with the Company, but so that the Acceptance Date (whichshall fall no earlier than 10 Business Days after Admission) is not later than 30 October 2015).

The Underwriting Agreement is subject to certain customary matters being satisfied prior to Admission andmay also be terminated prior to Admission upon the occurrence of certain specified events, in which case theRights Issue will not proceed. After Admission, however, the underwriting arrangements will not be subjectto any right of termination (including in respect of any statutory withdrawal rights). For further details on theunderwriting arrangements relating to the Rights Issue, please refer to paragraph 19.2 of Part 10 (AdditionalInformation).

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The Company will not proceed with the Rights Issue if the Underwriting Agreement is terminated at any timeprior to Admission and commencement of dealings in the New Common Shares (nil paid).

Subject to the conditions above being satisfied (other than the condition relating to Admission) and save asprovided in this Part 3 (Terms and Conditions of the Rights Issue), it is expected that:

(a) Provisional Allotment Letters in respect of Nil Paid Rights will be despatched to QualifyingNon-CREST Shareholders (other than Qualifying Non-CREST Shareholders who are ExcludedOverseas Shareholders) on 2 October 2015;

(b) Admission of the New Common Shares, nil paid, will become effective at 8.00 a.m. on 5 October2015;

(c) the Depositary will instruct Euroclear to credit the appropriate stock accounts of QualifyingDepositary Interest Holders (other than Qualifying Depositary Interest Holders who are ExcludedOverseas Shareholders) with such Qualifying Depositary Interest Holders’ entitlements to Nil PaidRights as soon as practicable after 8.00 a.m. on 5 October 2015;

(d) the Nil Paid Rights and the Fully Paid Rights will be enabled for settlement by Euroclear as soon aspracticable after 8.00 a.m. on 5 October 2015 or as soon as practicable after the Company hasconfirmed to Euroclear that all the conditions for admission of such rights to CREST have beensatisfied;

(e) New Depositary Interests will be credited to the stock accounts in CREST of relevant acceptingQualifying Depositary Interest Holders or their renouncees who have validly taken up their rights assoon as practicable after 8.00 a.m. on 5 October 2015; and

(f) share certificates for the New Common Shares to be held in certificated form are expected to bedespatched on 27 October 2015 to accepting Qualifying Non-CREST Shareholders (other thanQualifying Non-CREST Shareholders who are Excluded Overseas Shareholders) or their renounceeswho validly take up their rights.

The offer to subscribe for New Common Shares will be made to Qualifying Non-CREST Shareholders (otherthan Qualifying Non-CREST Shareholders who are Excluded Overseas Shareholders) by way of theProvisional Allotment Letter (as described in step (a), above) and to Qualifying Depositary Interest Holders(other than Qualifying Depositary Interest Holders who are Excluded Overseas Shareholders) by way of theenablement of the Nil Paid Rights and the Fully Paid Rights (as described in step (d), above, suchShareholders’ stock accounts having been credited as described in step (c), above).

The New Common Shares will, when issued and fully paid, rank pari passu in all respects with the CommonShares, including the right to all future dividends and distributions made, declared or paid after the date oftheir issue. There will be no restrictions on the free transferability of the New Common Shares save asprovided in the Articles of the Company. The rights attaching to the New Common Shares are governed bythe Articles, a summary of which is set out in paragraph 6 of Part 10 (Additional Information). TheDepositary Interests are governed by the Deed Poll, a summary of which is set out in paragraph 20.2 ofPart 10 (Additional Information).

Qualifying Shareholders will not be able to apply for New Common Shares (whether directly or throughNew Depositary Interests) in excess of their entitlement.

All documents, including the Provisional Allotment Letters (which constitute temporary document of title)and cheques and certificates posted to, by or from Qualifying Shareholders and/or their transferees orrenouncees (or their agents, as appropriate) will be posted at their own risk.

2. ACTION TO BE TAKEN

The action to be taken by Qualifying Non-CREST Shareholders in respect of New Common Shares tobe held in certificated form and Qualifying Depositary Interest Holders in respect of the NewDepositary Interests, differs.

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If you are a Qualifying Non-CREST Shareholder (and are not an Excluded Overseas Shareholder), pleaserefer to paragraphs 3 and 5 to 12 (inclusive) of this Part 3 (Terms and Conditions of the Rights Issue).

If you are a Qualifying Depositary Interest Holder (and are not an Excluded Overseas Shareholder), pleaserefer to paragraphs 4 to 12 (inclusive) of this Part 3 (Terms and Conditions of the Rights Issue) and to theCREST Manual for further information on the CREST procedures referred to below.

Qualifying Non-CREST Shareholders (other than the Depositary) taking up their rights by completing aProvisional Allotment Letter will be deemed to have given the representations and warranties to theCompany and the Underwriters set out in paragraph 7, below, unless the requirement is waived by theCompany and the Underwriters.

Qualifying Depositary Interest Holders taking up their rights by sending an MTM instruction to theReceiving Agent (on behalf of the Depositary) will be deemed to have given the representations andwarranties to the Company and the Underwriters set out in paragraph 7, below, unless the requirement iswaived by the Company and the Underwriters.

If you are a Qualifying Depositary Interest Holder or a Qualifying Non-CREST Shareholder, either (i) witha registered address or located or resident in any Restricted Jurisdiction, or (ii) holding Common Shares orDepositary Interests on behalf of, or for the account or benefit of, any person on a non-discretionary basiswho has a registered address or is located or resident in the United States or any state of the United States,please refer to paragraph 6 of this Part 3 (Terms and Conditions of the Rights Issue).

CREST-sponsored members should refer to their CREST sponsors, as only their CREST sponsors will beable to take the necessary actions specified below to take up the entitlements or otherwise to deal in the NilPaid Rights or Fully Paid Rights of CREST-sponsored members.

All enquiries in relation to the Provisional Allotment Letters should be addressed to Capita Asset Services.Please call on 0371 664 0321 or if calling from outside the UK on +44 (0) 208 639 3399. Calls are chargedat the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be chargedat the applicable international rate. Capita Asset Services is open between 9.00 a.m. to 5.30 p.m., Mondayto Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannotprovide any financial, legal or tax advice and calls may be recorded and monitored for security and trainingpurposes.

3. ACTION TO BE TAKEN BY QUALIFYING NON-CREST SHAREHOLDERS IN RELATIONTO NIL PAID RIGHTS REPRESENTED BY PROVISIONAL ALLOTMENT LETTERS

3.1 General

The Company expects that the Provisional Allotment Letters will be despatched to QualifyingNon-CREST Shareholders (other than Qualifying Non-CREST Shareholders who are ExcludedOverseas Shareholders) on 2 October 2015.

Each Provisional Allotment Letter, which constitutes a temporary document of title, will set out:

(a) the holding at the close of business on the Record Date of Common Shares in certificated formon which a Qualifying Non-CREST Shareholder’s entitlement to New Common Shares hasbeen based;

(b) the aggregate number of New Common Shares which have been provisionally allotted to suchQualifying Non-CREST Shareholder with respect to the Common Shares referred to in(a), above;

(c) the amount payable by a Qualifying Non-CREST Shareholder at the Rights Issue Price to takeup its entitlement in full;

(d) the procedures to be followed if a Qualifying Non-CREST Shareholder wishes to dispose of allor part of its entitlement or to convert all or part of its entitlement into Depositary Interestsuncertificated form; and

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(e) instructions regarding acceptance and payment, consolidation, splitting and registration ofrenunciation.

On the basis that Provisional Allotment Letters are posted on 2 October 2015 and that dealings in theNew Common Shares, nil paid, on the London Stock Exchange commence at 8.00 a.m. on 5 October2015, the latest time and date for acceptance and payment in full will be 11.00 a.m. on19 October 2015.

If the Rights Issue is delayed so that Provisional Allotment Letters cannot be despatched on 2 October2015 or if the timetable for the Rights Issue is otherwise amended, the expected timetable, as set outat the front of this document, will be adjusted accordingly and the revised dates and times will becommunicated to Shareholders via an announcement to a Regulatory Information Service. Allreferences to times and/or dates in this Part 3 (Terms and Conditions of the Rights Issue) should beread as being subject to such adjustment.

3.2 Procedure for acceptance and payment

Qualifying Non-CREST Shareholders who wish to take up their entitlement in full

Holders of Provisional Allotment Letters who wish to take up all of their Nil Paid Rights mustcomplete and return the Provisional Allotment Letter in accordance with the instructions thereon,together with a cheque or banker’s draft in pounds sterling, made payable to “Capita Registrars Ltdre: Entertainment One Ltd. – Rights Issue A/C” and crossed “A/C payee only” for the full amountpayable on acceptance, in accordance with the instructions printed on the Provisional AllotmentLetter, to the Receiving Agent by post at Capita Asset Services, Corporate Actions, The Registry, 34Beckenham Road, Beckenham, Kent BR3 4TU or by hand (during normal business hours only) atCapita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR34TU so as to be received as soon as possible and, in any event, not later than 11.00 a.m. on 19 October2015. A reply-paid envelope is enclosed for use within the United Kingdom only. If you post yourProvisional Allotment Letter, it is recommended that you allow sufficient time for delivery. Pleasenote that payments via CHAPS, BACS or electronic transfer will not be accepted.

Qualifying Non-CREST Shareholders who wish to take up some (but not all) of their entitlement

Holders of Provisional Allotment Letters who wish to take up some but not all of their Nil Paid Rightsand wish to sell some or all of those rights which they do not want to take up should first apply forsplit Provisional Allotment Letters by completing and signing Form X on the Provisional AllotmentLetter and returning it, together with a covering letter stating the number of split ProvisionalAllotment Letters required and the number of Nil Paid Rights or Fully Paid Rights (if appropriate) tobe comprised in each split Provisional Allotment Letter, to the Receiving Agent by post at CapitaAsset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TUor by hand (during normal business hours only) at Capita Asset Services, Corporate Actions, TheRegistry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by 3:00 p.m. on 15 October 2015, the lastdate and time for splitting Provisional Allotment Letters. The Provisional Allotment Letter will thenbe cancelled and exchanged for the split Provisional Allotment Letters required. Such holders ofProvisional Allotment Letters should then deliver the split Provisional Allotment Letter representingthe rights they wish to take up together with a cheque or banker’s draft in pounds sterling for thisnumber of rights, made payable to “Capita Registrars Ltd re: Entertainment One Ltd. – Rights IssueA/C” and crossed “A/C payee only” to Capita Asset Services, Corporate Actions, The Registry, 34Beckenham Road, Beckenham, Kent BR3 4TU, so as to be received by not later than 11.00 a.m. on19 October 2015, the last date and time for acceptance and payment in full. The further splitProvisional Allotment Letters (representing the New Common Shares the Qualifying Shareholderdoes not wish to take up) should be delivered to such transferee, or to the stockbroker, bank or otheragent through whom the sale or transfer was effected for delivery to such transferee, and will berequired in order to sell those rights not being taken up.

Qualifying Shareholders who wish to effect a cashless take-up of their Nil Paid Rights (which may beachieved through the sale of such portion of their Nil Paid Rights as will raise sufficient funds to allow

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the relevant Qualifying Shareholder to take up their remaining Nil Paid Rights) should contact theirbroker, who may be able to assist with such arrangements. Please note that your ability to sell yourrights is dependent on demand for such rights and that the price for Nil Paid Rights may fluctuate.Please ensure that you allow enough time so as to enable the person acquiring your rights to take allnecessary steps in connection with taking up the entitlement prior to 11.00 a.m. on 19 October 2015.

Nil-Paid Rights may only be transferred in compliance with applicable securities laws and regulationsof all relevant jurisdictions.

Alternatively, Qualifying Non-CREST Shareholders who wish to take up some of their rights, withoutselling or transferring the remainder, should complete Form X on the original Provisional AllotmentLetter and return it, together with a covering letter confirming the number of rights to be taken up anda cheque or banker’s draft in pounds sterling to pay for this number of New Common Shares, to theReceiving Agent by post at Capita Asset Services, Corporate Actions, The Registry, 34 BeckenhamRoad, Beckenham, Kent BR3 4TU or by hand (during normal business hours only) at Capita AssetServices, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. In thiscase, the Provisional Allotment Letter and payment must be received by 3.00 p.m. on 15 October2015, the last date and time for splitting nil paid.

3.3 Discretion as to validity of acceptances

If payment is not received in full by 11.00 a.m. on 19 October 2015, the provisional allotment will(unless the Company has exercised its right to treat as valid an acceptance or instruction as set outbelow) be deemed to have been declined and will lapse. However, the Company (in its absolutediscretion, after consulting the Underwriters) may, but shall not be obliged to, treat as valid: (a)Provisional Allotment Letters and accompanying remittances that are received through the post notlater than 8.00 a.m. on 19 October 2015 (the cover bearing a legible postmark not later than 11.00 a.m.on 19 October 2015); and (b) acceptances or instructions in respect of which a remittance is receivedprior to 11.00 a.m. on 20 October 2015 from an authorised person (as defined in FSMA) specifyingthe number of New Common Shares made payable to “Capita Registrars Ltd re: Entertainment OneLtd. – Rights Issue A/C” and crossed “A/C payee only” to be acquired and containing an undertakingby that person to lodge the relevant Provisional Allotment Letter, duly completed, in due course.

The Company and the Underwriters may also (in their absolute discretion) treat a ProvisionalAllotment Letter as valid and binding on the person(s) by whom or on whose behalf it is lodged evenif it is not completed in accordance with the relevant instructions or is not accompanied by a validpower of attorney where required.

The Company and the Underwriters reserve the right to treat as invalid any acceptance or instructionor purported acceptance or instruction in relation to the New Common Shares that appears to theCompany or their respective agents to have been executed in or despatched from, or that provided anaddress in any Restricted Jurisdiction unless the Company and the Underwriters are satisfied that suchaction would not result in the contravention of any registration or other legal requirement in anyjurisdiction.

The provisions of this paragraph 3.3 and any other terms of the Rights Issue relating to QualifyingNon-CREST Shareholders may be waived, varied or modified as regards specific QualifyingNon-CREST Shareholder(s) or on a general basis by the Company, with the agreement of theUnderwriters.

A Qualifying Non-CREST Shareholder who makes a valid acceptance or instruction (as applicable)and payment in accordance with this paragraph 3.3 is deemed to request that the New Common Sharesto which they will become entitled be issued to them on the terms and conditions set out in thisdocument and subject to the Articles and By-Laws of the Company.

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3.4 Payments

All payments must be made in pounds sterling by cheque or banker’s draft made payable to “CapitaRegistrars Ltd re: Entertainment One Ltd. – Rights Issue A/C” and crossed “A/C payee only”. Third-party cheques will not be accepted except for building society cheques or banker’s drafts where thebuilding society or bank has confirmed the name of the account holder by stamping or endorsing theback of the building society cheque/or banker’s draft to such effect. The account name should be thesame as that shown on the Provisional Allotment Letter. Such payments will be held by the ReceivingAgent to the order of the Company. Cheques or banker’s drafts must be drawn on an account at abranch (which must be in the United Kingdom) of a bank or building society which is either asettlement member of the Cheque and Credit Clearing Company Limited or the CHAPS ClearingCompany Limited or which has arranged for its cheques and banker’s drafts to be cleared throughfacilities provided by either of these companies. Such cheques and banker’s drafts must bear theappropriate sorting code in the top right-hand corner. Neither post-dated cheques nor payments viaCHAPS, BACS or electronic transfer will be accepted.

Cheques must be drawn on the personal account to which the Qualifying Non-CREST Shareholder(or their nominee) has sole or joint title to the funds. Cheques and banker’s drafts will be presentedfor payment on receipt. It is a term of the Rights Issue that cheques shall be honoured on firstpresentation, and the Company may elect to treat as invalid any acceptances in respect of whichcheques are not so honoured. Return of a completed Provisional Allotment Letter will constitute awarranty that the cheque will be honoured on first presentation.

All documents, cheques and banker’s drafts sent through the post will be sent at the risk of the sender.The Company reserves the right to instruct the Receiving Agent to seek special clearance of chequesand banker’s drafts to allow value to be obtained for remittances at the earliest opportunity. If NewCommon Shares have already been allotted to a Qualifying Non-CREST Shareholder prior to anypayment not being so honoured or such Qualifying Shareholders’ acceptances being treated as invalid,the Company may (in its absolute discretion as to manner, timing and terms) make arrangements forthe sale of such New Common Shares on behalf of such Qualifying Non-CREST Shareholder andhold the proceeds of sale (net of the Company’s reasonable estimate of any loss that it has suffered asa result of the acceptance being treated as invalid and of the expenses of the sale, including withoutlimitation, any stamp duty or SDRT payable on the transfer of such shares, and of all amounts payableby such Qualifying Non-CREST Shareholder pursuant to the provisions of this Part 3 (Terms andConditions of the Rights Issue) in respect of the acquisition of such New Common Shares) on behalfof such Qualifying Non-CREST Shareholder. None of the Company, the Underwriters or any otherperson shall be responsible for, or have any liability for, any loss, expenses or damage suffered by anyQualifying Non-CREST Shareholder as a result.

Holders of Provisional Allotment Letters who wish to take up any of their entitlements must make therepresentations and warranties set out in paragraph 7 of this Part 3 (Terms and Conditions of the RightsIssue).

3.5 Money Laundering Regulations

It is a term of the Rights Issue that, to ensure compliance with the Money Laundering Regulations,the Receiving Agent may require, at its absolute discretion, verification of the identity of the personby whom or on whose behalf the Provisional Allotment Letter is lodged with payment and, whererelevant, its beneficial owner or ultimate controller (which requirements are referred to below as the“verification of identity requirements”). If a Provisional Allotment Letter is lodged by a UK-regulatedbroker or intermediary acting as agent and which is itself subject to the Money LaunderingRegulations, any verification of identity requirements are the responsibility of such broker orintermediary and not of the Receiving Agent. In such case, the lodging agent’s stamp should beinserted on the Provisional Allotment Letter.

The person lodging the Provisional Allotment Letter with payment and any person who appears to theReceiving Agent to be acting on behalf of some other person (the “acceptor”) accepts, directly or

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indirectly, the allotment of such number of New Common Shares as referred to therein (the “relevantshares”), and shall thereby be deemed to agree to provide the Receiving Agent and/or the Companywith such information and other evidence as either of them may require to satisfy the verification ofidentity requirements and agree for the Receiving Agent to make a search using a credit referenceagency for the purpose of confirming such identity where deemed necessary. A record of the searchwill be retained.

If the Receiving Agent determines that the verification of identity requirements apply to an acceptanceof an allotment and the verification of identity requirements have not been satisfied (which theReceiving Agent shall in its absolute discretion determine) by 11.00 a.m. on 19 October 2015, theCompany may, in its absolute discretion, and without prejudice to any other rights of the Company,treat the acceptance as invalid, in which event the application monies will be returned (at theacceptor’s risk) without interest to the account of the bank or building society on which the relevantcheque or banker’s draft was drawn, or may confirm the allotment of the relevant New CommonShares to the acceptor but (notwithstanding any other term of the Rights Issue) such New CommonShares will not be issued to the acceptor or registered in its name until the verification of identityrequirements have been satisfied (which the Receiving Agent shall in its absolute discretiondetermine). If the acceptance is not treated as invalid and the verification of identity requirements arenot satisfied within such period, being not less than seven days after a request for evidence of identityis despatched to the acceptor, as the Company may in its absolute discretion allow, the Company willbe entitled to make arrangements (in its absolute discretion as to manner, timing and terms) to sell therelevant New Common Shares (and for that purpose the Company will be expressly authorised to actas agent of the acceptor). Any proceeds of sale (net of expenses) of the relevant New Common Shareswhich shall be issued to and registered in the name of the purchaser(s) or an amount equivalent to theoriginal payment, whichever is the lower, will be held by the Company on trust for the acceptor,subject to the requirements of the Money Laundering Regulations. The Receiving Agent is entitled inits absolute discretion to determine whether the identity verification requirements apply to anyacceptor and whether such requirements have been satisfied. Neither the Company, the Underwritersnor the Registrar will be liable to any person for any loss suffered or incurred as a result of the exerciseof any such discretion or as a result of any sale of relevant shares.

Return of a Provisional Allotment Letter with the appropriate remittance will constitute awarranty from the acceptor that the Money Laundering Regulations will not be breached byacceptance of such remittance and an undertaking to provide promptly to the Registrar suchinformation as may be specified by the Registrar as being required for the purpose of the MoneyLaundering Regulations. If the verification of identity requirements apply, failure to provide thenecessary evidence of identity may result in your acceptance being treated as invalid or in delaysin the despatch of a receipted fully paid Provisional Allotment Letter, share certificate or otherdocuments relating to the Rights Issue (as applicable).

The verification of identity requirements will not usually apply for UK purposes if:

(a) the acceptor is a regulated UK broker or intermediary acting as agent and is itself subject to theMoney Laundering Regulations; or

(b) the acceptor is a company whose securities are listed on a regulated market subject to specifieddisclosure obligations; or

(c) the acceptor is an organisation required to comply with the EU Money Laundering Directive(No. 91/308/EEC) as amended by Directive 2001/97/EC and Directive 2005/60/EC; or

(d) the acceptor (not being an acceptor who delivers its application in person) makes paymentthrough an account in the name of such acceptor with a credit institution which is subject to theMoney Laundering Regulations or with a credit institution situated in a non-EEA State whichimposes requirements equivalent to those laid down in that directive; or

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(e) the aggregate subscription price for the relevant New Common Shares is less than €15,000 (orits pounds sterling equivalent approximately £11,115.23 based on the Bloomberg exchangerate published on 29 September 2015, being €1.3495 to £1).

Where the verification of identity requirements apply, please note the following, as this will assist insatisfying the requirements. Satisfaction of these requirements may be facilitated in the followingways:

(a) payments must be made by cheque or banker’s draft in pounds sterling drawn on a branch inthe United Kingdom of a bank or building society and which bears a UK bank or buildingsociety sort code number in the top right-hand corner. Cheques, which must be drawn on thepersonal account of the individual investor where they have sole or joint title to the funds,should be made payable to “Capita Registrars Ltd re: Entertainment One Ltd. – Rights IssueA/C” and crossed “A/C payee only”. Third-party cheques will not be accepted except forbuilding society cheques or banker’s drafts where the building society or bank has confirmedthe name of the account holder by stamping or endorsing the back of the building societycheque/banker’s draft to such effect. The account name should be the same as that shown onthe Provisional Allotment Letter; or

(b) if the Provisional Allotment Letter is lodged with payment by an agent which is an organisationrequired to comply with the EU Money Laundering Directive (2005/061/EC) or which issubject to anti-money laundering regulations in a country which is a member of the FinancialAction Task Force (the non-EU members of which are Argentina, Australia, Brazil, Canada,China, members of the Gulf Co-operation Council (being Bahrain, Kuwait, Oman, Qatar, SaudiArabia and the United Arab Emirates), Hong Kong, Iceland, India, Japan, Korea, Mexico, NewZealand, Norway, the Russian Federation, Singapore, South Africa, Switzerland, Turkey andthe United States), the agent should provide written confirmation that it has that status with theProvisional Allotment Letter(s) and written assurances that it has obtained and recordedevidence of the identity of the person for whom it acts and that it will on demand make suchevidence available to the Receiving Agent and/or any relevant regulatory or investigatoryauthority; or

(c) if a Provisional Allotment Letter is lodged by hand by the acceptor in person, he should ensurethat he has with him evidence of identity bearing their photograph (for example, their passport)and evidence of their address.

To confirm the acceptability of any written assurance referred to above, or in case of any other queries,the acceptor should contact the Receiving Agent. If you have any queries please call Capita AssetServices on 0371 664 0321 or if calling from outside the UK on +44 (0) 208 639 3399.

3.6 Dealings in Nil Paid Rights

Assuming the Rights Issue becomes unconditional, dealings on the London Stock Exchange in the NilPaid Rights are expected to commence at 8.00 a.m. on 5 October 2015. A transfer of Nil Paid Rightsin the case of Qualifying Non-CREST Shareholders can be made by renunciation of the ProvisionalAllotment Letter in accordance with the instructions printed on it and delivery of the ProvisionalAllotment Letter to the transferee or to a stockbroker, bank or other appropriate financial adviser, upto the latest time for acceptance and payment in full stated in the Provisional Allotment Letter, whichis expected to be 11.00 a.m. on 19 October 2015.

3.7 Dealings in Fully Paid Rights

After acceptance of the provisional allotment and payment in full in accordance with the provisionsset out in this document and in the Provisional Allotment Letter, the Fully Paid Rights may betransferred by renunciation of the relevant Provisional Allotment Letter and lodging of the same, tothe Receiving Agent by post at Capita Asset Services, Corporate Actions, The Registry,34 Beckenham Road, Beckenham, Kent BR3 4TU or by hand (during normal business hours only) atCapita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham,

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Kent BR3 4TU, so as to be received not later than 11.00 a.m. on 19 October 2015. Thereafter, the NewCommon Shares will be registered and transferable in the usual common form or, if they have beenissued in or converted into uncertificated form as Depositary Interests, in electronic form under theCREST system.

Fully paid Provisional Allotment Letters will not be returned to Shareholders unless their return isrequested by ticking the relevant box in the Provisional Allotment Letter.

3.8 Renunciation and splitting of Provisional Allotment Letters

The Provisional Allotment Letters are fully renounceable (save as restricted by the laws of certainoverseas jurisdictions).

Qualifying Non-CREST Shareholders who wish to transfer all of their Nil Paid Rights or, afteracceptance of the provisional allotment and payment in full, Fully Paid Rights comprised in aProvisional Allotment Letter may (save as restricted by the laws of certain overseas jurisdictions)renounce such allotment by completing and signing Form X on page 2 of the Provisional AllotmentLetter (if it is not already marked “Original Duly Renounced”) and passing the entire ProvisionalAllotment Letter to their stockbroker or bank or other appropriate financial adviser or to the transferee(provided that they are not in any of the Restricted Jurisdictions). Once a Provisional Allotment Letterhas been so renounced, it will become a negotiable instrument in bearer form and the Nil Paid Rightsor Fully Paid Rights (as appropriate) comprised in such letter may be transferred by delivery of suchletter to the transferee. The latest time and date for registration of renunciation of ProvisionalAllotment Letters, fully paid, is 11.00 a.m. on 19 October 2015, and after such date the New CommonShares will be in registered form, transferable by written instrument of transfer in the usual commonform or, if they have been issued in or converted into uncertificated form as Depositary Interests, inelectronic form under the CREST system. Qualifying Non-CREST Shareholders should note thatfully paid Provisional Allotment Letters will not be returned to such Qualifying Non-CRESTShareholders unless their return is requested.

If a holder of a Provisional Allotment Letter wishes to take up some (but not all) of its entitlement andwishes to sell or transfer the remainder, or wishes to transfer all the Nil Paid Rights or (if appropriate)Fully Paid Rights but not all to the same person, the Provisional Allotment Letter must be split, forwhich purpose he must sign and date Form X on page 4 of the Provisional Allotment Letter. TheProvisional Allotment Letter must then be delivered by post or by hand (during normal business hoursonly) to Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham,Kent BR3 4TU by no later than 3:00 p.m. on 15 October 2015, to be cancelled and exchanged for thenumber of split Provisional Allotment Letters required. The number of split Provisional AllotmentLetters required and the number of Nil Paid Rights or (as appropriate) Fully Paid Rights to becomprised in each split Provisional Allotment Letter should be stated in an accompanying letter. FormX on page 4 of split Provisional Allotment Letters will be marked “Original Duly Renounced” beforeissue. The aggregate number of Nil Paid Rights or (as appropriate) Fully Paid Rights comprised in thesplit Provisional Allotment Letters must equal the number of New Common Shares set out in theoriginal Provisional Allotment Letter (less the number of New Common Shares representing rightsthat the holder wishes to take up if taking up its entitlement in part). The split Provisional AllotmentLetter(s) (representing the New Common Shares the relevant Shareholder does not wish to take up)will be required in order to sell those rights not being taken up. The holder of the split ProvisionalAllotment Letters should then follow the instructions in the preceding paragraph in relation totransferring the Nil Paid Rights or (if appropriate) Fully Paid Rights represented by each of theProvisional Allotment Letters. The Company and the Underwriters reserve the right to refuse toregister any renunciation in favour of any person in respect of whom the Company and theUnderwriters believe such renunciation may violate applicable legal or regulatory requirementsincluding (without limitation) any renunciation in the name of any person with an address outside theUnited Kingdom.

Alternatively, Qualifying Non-CREST Shareholders who wish to take up some of their rights, withouttransferring the remainder, should complete Form X on the original Provisional Allotment Letter and

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return it, together with a covering letter confirming the number of rights to be taken up and a chequeor banker’s draft in pounds sterling made payable to “Capita Registrars Ltd re: Entertainment OneLtd. – Rights Issue A/C” and crossed “A/C payee only” to pay for this number of New CommonShares, by post or by hand (during normal business hours only) to the appropriate address as set outin paragraph 3.7 of this Part 3 (Terms and Conditions of the Rights Issue). In this case, the ProvisionalAllotment Letter and payment must be received by 3.00 p.m. on 14 October 2015.

3.9 Registration in the names of Qualifying Non-CREST Shareholders

A Qualifying Non-CREST Shareholder who wishes to have all its entitlement to New CommonShares registered in its name must accept and make payment for such allotment prior to the latest timefor acceptance and payment in full, which is 11.00 a.m. on 19 October 2015, in accordance with theprovisions set out in the Provisional Allotment Letter and this document, but need take no furtheraction. A share certificate in respect of the New Common Shares subscribed for is expected to be sentto each such Qualifying Non-CREST Shareholder by post on 27 October 2015.

3.10 Registration in the names of persons other than the originally entitled Qualifying Non-CRESTShareholders

A renouncee who wishes to have the New Common Shares comprised in a Provisional AllotmentLetter registered in its name, or its agent’s name, must complete Form Y on page 4 of the ProvisionalAllotment Letter, unless the renouncee is a CREST member who wishes to hold such New CommonShares in uncertificated form as Depositary Interests, in which case it must complete the CRESTDeposit Form of the Provisional Allotment Letter as set out in paragraph 3.11 of this Part 3 (Termsand Conditions of the Rights Issue) and lodge the entire letter when fully paid by post or by hand(during normal business hours only) with the Receiving Agent at the appropriate address as set out inparagraph 3.7 of this Part 3 (Terms and Conditions of the Rights Issue) not later than the latest timefor registration of renunciation, which is 11.00 a.m. on 19 October 2015. Registration cannot beeffected unless and until the New Common Shares comprised in a Provisional Allotment Letter arefully paid.

The New Common Shares comprised in several renounced Provisional Allotment Letters (dulyrenounced where applicable) may be registered in the name of one holder (or joint holders) if FormY on the Provisional Allotment Letter is completed on one Provisional Allotment Letter (the“Principal Letter”) and all the Provisional Allotment Letters are delivered in one batch. Details ofeach Provisional Allotment Letter (including the Principal Letter), the number of New CommonShares represented by each Provisional Allotment Letter, the total number of Provisional AllotmentLetters to be consolidated and the total number of New Common Shares represented by all theProvisional Allotment Letters to be consolidated should be listed in a covering letter accompanyingthe Provisional Allotment Letter and the allotment number of the Principal Letter should be enteredin the space provided on each of the other Provisional Allotment Letters.

3.11 Deposit of Nil Paid Rights or Fully Paid Rights into CREST

The Nil Paid Rights or Fully Paid Rights represented by a Provisional Allotment Letter may beconverted into Nil Paid Rights or Fully Paid Rights in respect of New Depositary Interests, that is,deposited into CREST (whether such conversion arises as a result of a renunciation of those rights orotherwise). Similarly, Nil Paid Rights or (as appropriate) Fully Paid Rights held in respect of NewDepositary Interests in CREST may be converted into certificated form, that is, withdrawn fromCREST. Subject as provided in the next paragraph or in the Provisional Allotment Letter, normalCREST procedures and timings apply and the timings and provisions of the Deed Poll apply inrelation to any such conversions. You are recommended to refer to the CREST Manual and Deed Pollfor details of such procedures.

The procedure for converting the Nil Paid Rights or (as appropriate) Fully Paid Rights represented bya Provisional Allotment Letter into Nil Paid Rights or Fully Paid Rights in respect of New DepositaryInterests into CREST, whether such rights are to be converted into uncertificated form in the name(s)

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of the person(s) whose name(s) and address(es) appear on page 1 of the Provisional Allotment Letteror in the name of a person or persons to whom the Provisional Allotment Letter has been renounced,is as follows: Form X and the CREST Deposit Form (both set out on page 4 of the ProvisionalAllotment Letter) will need to be completed and the Provisional Allotment Letter deposited with theCCSS; in addition, the normal CREST stock deposit procedures will need to be carried out, exceptthat: (a) it will not be necessary to complete and lodge a separate CREST Transfer Form (prescribedunder the Stock Transfer Act 1963) with the CCSS; and (b) only the whole of the Nil Paid Rights or(as appropriate) Fully Paid Rights represented by the Provisional Allotment Letter may converted intoNil Paid Rights or Fully Paid Rights in respect of New Depositary Interests in CREST. If you wish toconvert only some of the Nil Paid Rights or (as appropriate) Fully Paid Rights represented by theProvisional Allotment Letter into Nil Paid Rights or Fully Paid Rights in respect of New DepositaryInterests in CREST, you must first apply for split Provisional Allotment Letters. If the rightsrepresented by more than one Provisional Allotment Letter are to be deposited, the CREST DepositForm on each Provisional Allotment Letter must be completed and deposited. A consolidation listingform must not be used.

A holder of the Nil Paid Rights or Fully Paid Rights represented by a Provisional Allotment Letterwho is proposing to convert those rights into Nil Paid Rights or Fully Paid Rights in respect of NewDepositary Interests in CREST (whether following a renunciation of such rights or otherwise) isrecommended to ensure that the conversion procedures are implemented in sufficient time to enablethe person holding or acquiring the Nil Paid Rights or Fully Paid Rights in CREST following theconversion to take all necessary steps in connection with taking up the entitlement prior to 11.00 a.m.on 19 October 2015. In particular, having regard to processing times in CREST and on the part of theReceiving Agent, the latest recommended time for depositing a renounced Provisional AllotmentLetter (with Form X and the CREST Deposit Form on page 4 of the Provisional Allotment Letter dulycompleted) with the CCSS (to enable the person acquiring the Nil Paid Rights or Fully Paid Rights inrespect of New Depositary Interests in CREST as a result of the conversion to take all necessary stepsin connection with taking up the entitlement prior to 11.00 a.m. on 19 October 2015) is 3:00 p.m. on14 October 2015.

When Form X and the CREST Deposit Form (on the Provisional Allotment Letter) have beencompleted, the title to the Nil Paid Rights or the Fully Paid Rights represented by the ProvisionalAllotment Letters will cease to be renounceable or transferable by delivery, and, for the avoidance ofdoubt, any entries in Form Y will not subsequently be recognised or acted upon by the ReceivingAgent. All renunciations or transfers of Nil Paid Rights or Fully Paid Rights must be effected throughthe CREST system once such Nil Paid Rights or Fully Paid Rights have been deposited into CREST.

CREST-sponsored members should contact their CREST sponsor, as only their CREST sponsor willbe able to take the necessary action to take up their entitlement or otherwise to deal in the Nil PaidRights or Fully Paid Rights of the CREST-sponsored member.

3.12 Issue of New Common Shares in definitive form

Definitive share certificates in respect of the New Common Shares in respect of Nil Paid Rights fullytaken up to be held in certificated form are expected to be despatched by post on 27 October 2015 atthe risk of the person(s) entitled to them, to accepting Qualifying Non-CREST Shareholders andrenouncees or their agents or, in the case of joint holdings, to the first-named Qualifying Shareholderat their registered address (unless lodging agent details have been completed on page 4 of theProvisional Allotment Letter). After despatch of definitive share certificates, Provisional AllotmentLetters will cease to be valid for any purpose whatsoever. Pending despatch of definitive sharecertificates and the inscription of the member in the Company’s register of members, instruments oftransfer of the New Common Shares will be certified by the Registrar against the lodgement of fullypaid Provisional Allotment Letters and/or, in the case of renunciations, against the ProvisionalAllotment Letters held by the Receiving Agent.

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4. ACTION TO BE TAKEN BY QUALIFYING DEPOSITARY INTEREST HOLDERS INRELATION TO NIL PAID RIGHTS IN CREST

4.1 General

It is expected that each Qualifying Depositary Interest Holder (who is not an Excluded OverseasShareholder) will receive a credit to its CREST stock account of its entitlement to Nil Paid Rights on5 October 2015 equal to its Rights Issue Entitlement. It is expected that such rights will be enabled assoon as practicable after 8.00 a.m. on 5 October 2015. The CREST stock account to be credited willbe an account under the participant ID and member account ID that apply to the Depositary Interestsheld at the close of business on the Record Date by such Qualifying Depositary Interest Holder inrespect of which the Nil Paid Rights are provisionally allotted.

The Nil Paid Rights will constitute a separate security for the purposes of CREST. The Nil Paid Rightscan be transferred, in whole or in part, by means of CREST in the same manner as any other securitythat is admitted to CREST.

If for any reason it is impracticable to credit the stock accounts of such Qualifying Depositary InterestHolders or to enable the Nil Paid Rights on 5 October 2015, Provisional Allotment Letters shall,unless the Company and the Underwriters so agree otherwise, be sent out in substitution for the NilPaid Rights which have not been so credited or enabled, and the expected timetable as set out in thisdocument may be adjusted as appropriate. References to dates and times in this document should beread as subject to any such adjustment. The Company will make an appropriate announcement to aRegulatory Information Service giving details of the revised dates but such Qualifying DepositaryInterest Holders may not receive any further written communication.

Qualifying Depositary Interest Holders who wish to take up their entitlement in respect of all or partof, or otherwise to transfer all or part of, their Nil Paid Rights or Fully Paid Rights held by them inCREST (including Qualifying Depositary Interest Holders who wish to effect a cashless take-up ofthe Nil Paid Rights), should refer to the CREST Manual for further information on the CRESTprocedures referred to below. If you are a CREST-sponsored member, you should consult yourCREST sponsor if you wish to take up your entitlement, as only your CREST sponsor will be able totake the necessary action to take up your entitlement or otherwise deal in your Nil Paid Rights or FullyPaid Rights (including Qualifying Depositary Interest Holders who wish to effect a cashless take-upof the Nil Paid Rights).

The Nil Paid Rights will constitute a separate security for the purposes of CREST and will be admittedto CREST and enabled for settlement. Applications in respect of Nil Paid Rights may only be madeby the Qualifying Depositary Interest Holder originally entitled or by a person entitled by virtue of abona fide market claim. Transactions identified by the CREST Claims Processing Unit as “cum” theRights Issue Entitlement will generate an appropriate market claim transaction and the relevant RightsIssue Entitlement(s) will thereafter be transferred accordingly.

4.2 Procedure for acceptance and payment

(a) MTM instructions

Qualifying Depositary Interest Holders who are not Excluded Overseas Shareholders and whowish to take up all or part of their entitlement in respect of Nil Paid Rights in CREST must send(or, if they are CREST-sponsored members, procure that their CREST sponsor sends) an MTMinstruction to Euroclear which, on its settlement, will have the following effect:

(i) the crediting of a stock account of the Receiving Agent under the participant ID andmember account ID specified below, with the number of Nil Paid Rights to be taken up;and

(ii) the creation of a settlement bank payment obligation (as this term is defined in theCREST Manual), in accordance with the RTGS payment mechanism (as this term isdefined in the CREST Manual), in favour of the RTGS settlement bank (as this term isdefined in the CREST Manual) of the Receiving Agent (on behalf of the Depositary) in

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pounds sterling, in respect of the full amount payable on acceptance in respect of the NilPaid Rights referred to in sub-paragraph 4.2(a)(i), above.

(b) Contents of MTM instructions

The MTM instructions must be properly authenticated in accordance with Euroclear’sspecifications and must contain, in addition to the other information that is required forsettlement in CREST, the following details:

(i) the number of Nil Paid Rights to which the acceptance relates;

(ii) the participant ID of the accepting Qualifying Depositary Interest Holder;

(iii) the member account ID of the accepting Qualifying Depositary Interest Holder fromwhich the Nil Paid Rights are to be debited;

(iv) the participant ID of the Receiving Agent, in its capacity as a CREST receiving agent.This is 9RA01;

(v) the member account ID of the Receiving Agent, in its capacity as a CREST receivingagent. This is 28555ENT;

(vi) the number of Fully Paid Rights that the Qualifying Depositary Interest Holder isexpecting to receive on settlement of the MTM instruction. This must be the same as thenumber of Nil Paid Rights to which the acceptance relates;

(vii) the amount payable by means of the CREST assured payment arrangements onsettlement of the MTM instruction. This must be the full amount payable on acceptancein respect of the number of Nil Paid Rights to which the acceptance relates;

(viii) the intended settlement date (which must be on or before 11.00 a.m. on19 October 2015);

(ix) the Nil Paid Rights ISIN. This is CA29382B1105;

(x) the Fully Paid Rights ISIN. This is CA29382B1287;

(xi) the Corporate Action Number (as this term is defined in the CREST Manual) to theRights Issue. This will be available by viewing the relevant corporate action details inCREST;

(xii) contact name and telephone numbers in the shared notes field; and

(xiii) a priority of at least 80.

(c) Valid acceptance

An MTM instruction complying with each of the requirements as to authentication andcontents set out in sub-paragraph 4.2(b) will constitute a valid acceptance where either:

(i) the MTM instruction settles by not later than 11.00 a.m. on 19 October 2015;

(ii) at the discretion of the Company and the Underwriters: (i) the MTM instruction isreceived by Euroclear by not later than 11.00 a.m. on 19 October 2015; (ii) the numberof Nil Paid Rights inserted in the MTM instruction is credited to the CREST stockmember account of the accepting Qualifying Depositary Interest Holder specified in theMTM instruction at 11.00 a.m. on 19 October 2015; and (iii) the relevant MTMinstruction settles by 2:00 p.m. on 19 October 2015 (or such later date as the Companymay determine); or

(iii) An MTM instruction will be treated as having been received by Euroclear for thesepurposes at the time at which the instruction is processed by the Network Provider’s

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Communications Host (as this term is defined in the CREST Manual) at Euroclear of thenetwork provider used by the Qualifying Depositary Interest Holder (or by theCREST-sponsored member’s CREST sponsor). This will be conclusively determined bythe input time stamp applied to the MTM instruction by the Network Provider’sCommunications Host.

As soon as practicable after 11.00 a.m. on 19 October 2015, the Receiving Agent (on behalf ofthe Depositary) will calculate the number of Nil Paid Rights which the Qualifying DepositaryInterest Holders have indicated (pursuant to their respective MTM instructions) that they wishto take up and the Depositary will complete and submit its Provisional Allotment Letter to theReceiving Agent reflecting such instructions, together with a cheque drawn for the appropriateamounts (in respect of Nil Paid Rights), in accordance with the procedure set out in thisparagraph 4.2.

The provisions of this paragraph 4.2 and any other terms of the Rights Issue relating toQualifying Depositary Interest Holders may be waived, varied or modified as regards specificQualifying Depositary Interest Holders or on a general basis by the Company and theUnderwriters.

(d) Representations, warranties and undertakings of Qualifying Depositary Interest Holders

A Qualifying Depositary Interest Holder who makes a valid acceptance in accordance with thisparagraph 4.2, represents, warrants and undertakes to the Depositary, the Company and theUnderwriters that it has taken (or procured to be taken), and will take (or will procure to betaken), whatever action is required to be taken by it or by its CREST sponsor (as appropriate)to ensure that the MTM instruction concerned is capable of settlement at 11.00 a.m. on19 October 2015 and remains capable of settlement at all times after that until 2:00 p.m. on19 October 2015 (or until such later time and date as the Depositary, the Company and theUnderwriters may determine). In particular, the Qualifying Depositary Interest Holderrepresents, warrants and undertakes that at 11.00 a.m. on 19 October 2015 and at all timesthereafter until 2:00 p.m. on 19 October 2015 (or until such later time and date as the Companyand the Underwriters may determine) there will be sufficient headroom within the cap (as thoseterms are defined in the CREST Manual) in respect of the cash memorandum account to bedebited with the amount payable on acceptance to permit the MTM instruction to settle.CREST-sponsored members should contact their CREST sponsor if they are in any doubt.

If there is insufficient headroom within the cap (as those terms are defined in the CRESTManual) in respect of the cash memorandum account of a Qualifying Depositary InterestHolder for such amount to be debited or the Qualifying Depositary Interest Holders acceptanceis otherwise treated as invalid and New Depositary Interests have already been allotted to suchQualifying Depositary Interest Holder, the Company, with the consent of the Underwriters, andthe Depositary may (in their absolute discretion as to manner, timing and terms) makearrangements for the sale of such New Depositary Interests on behalf of that QualifyingDepositary Interest Holder and hold the proceeds of sale (net of the Company’s reasonableestimate of any loss that it has suffered as a result of the acceptance being treated as invalid andof the expenses of sale, including, without limitation, any stamp duty or SDRT payable on thetransfer of such New Depositary Interests or underlying shares, and of all amounts payable bythe Qualifying Depositary Interest Holder pursuant to the provisions of this Part 3 (Terms andConditions of the Rights Issue) in respect of the acquisition of such New Depositary Interests)on behalf of such Qualifying Depositary Interest Holder. None of the Depositary, the Companyor the Underwriters or any other person shall be responsible for, or have any liability for, anyloss, expenses or damage suffered by such Qualifying Depositary Interest Holder as a result.Such Qualifying Depositary Interest Holder taking up entitlements must make therepresentations and warranties set out in paragraph 7 of this Part 3 (Terms and Conditions ofthe Rights Issue).

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(e) CREST procedures and timings

Qualifying Depositary Interest Holders (on behalf of CREST-sponsored members) should notethat Euroclear does not make available special procedures in CREST for any particularcorporate action. Normal system timings and limitations will therefore apply in relation to theinput of an MTM instruction and its settlement in connection with the Rights Issue. It is theresponsibility of the Qualifying Depositary Interest Holder concerned to take (or, if aCREST-sponsored member, to procure that its CREST sponsor takes) the action necessary toensure that a valid acceptance is received as stated above by 11.00 a.m. on 19 October 2015.In this connection, Qualifying Depositary Interest Holders and (where applicable) CRESTsponsors are referred in particular to those sections of the CREST Manual concerning thepractical limitations of the CREST system and timings.

(f) Qualifying Depositary Interest Holders undertaking to pay

A Qualifying Depositary Interest Holder who makes a valid acceptance in accordance with theprocedures set out in this paragraph 4.2:

(i) undertakes to pay to the Receiving Agent (on behalf of the Depositary), or to procure thepayment to the Receiving Agent (on behalf of the Depositary) of, the amount payable inpounds sterling on acceptance in accordance with the above procedures or in such othermanner as the Receiving Agent (on behalf of the Depositary) may require (it beingacknowledged that, where payment is made by means of the RTGS payment mechanism(as defined in the CREST Manual), the creation of a RTGS settlement bank (as this termis defined in the CREST Manual) payment obligation in pounds sterling in favour of theReceiving Agent’s RTGS settlement bank, in accordance with the RTGS paymentmechanism, shall, to the extent of the obligation so created, discharge in full theobligation of the Qualifying Depositary Interest Holder (or CREST-sponsored member)to pay the amount payable on acceptance); and

(ii) requests that the New Depositary Interests to which they will become entitled be issuedto them on the terms set out in this document and subject to the Deed Poll.

If the payment obligations of the Qualifying Depositary Interest Holder in relation to such NewDepositary Interests are not discharged in full and such New Depositary Interests have alreadybeen allotted to the Qualifying Depositary Interest Holder, the Company with the consent ofthe Underwriters, and the Depositary may (in their absolute discretion as to the manner, timingand terms) make arrangements for the sale of such New Depositary Interests on behalf of thatQualifying Depositary Interest Holder and hold the proceeds of sale (net of the Company’sreasonable estimate of any loss that has been suffered as a result of the same and of theexpenses of the sale, including, without limitation, any stamp duty or SDRT payable on thetransfer of such New Depositary Interests and underlying shares, and all amounts payable bythe Qualifying Depositary Interest Holder pursuant to the provisions of this Part 3 (Terms andConditions of the Rights Issue) in respect of the acquisition of such New Depositary Interestsor underlying shares) or an amount equal to the original payment of the Qualifying DepositaryInterest Holder (whichever is lower) on trust for such Qualifying Depositary Interest Holder. Inthese circumstances, none of the Depositary, the Underwriters or the Company or any otherperson shall be responsible for, or have any liability for, any losses, expenses or damagessuffered by the Qualifying Depositary Interest Holder as a result.

(g) Discretion as to rejection and validity of acceptances

The Company (as exercised by the Depositary) and the Underwriters may agree in theirabsolute discretion to:

(i) reject any acceptance constituted by an MTM instruction, which is otherwise valid, inthe event of breach of any of the representations, warranties and undertakings set out orreferred to in this paragraph 4.2. Where an acceptance is made as described in this

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paragraph 4.2 which is otherwise valid, and the MTM instruction concerned fails tosettle by 2:00 p.m. on 19 October 2015 (or by such later time and date as the Companyhas determined), the Company and the Underwriters shall be entitled to assume, for thepurposes of its right to reject an acceptance as described in this paragraph 4.2, that therehas been a breach of the representations, warranties and undertakings set out or referredto in this paragraph 4.2 unless the Company is aware of any reason outside the controlof the Qualifying Depositary Interest Holder concerned for the MTM instruction tosettle;

(ii) treat as valid (and binding on the Qualifying Depositary Interest Holder concerned) anacceptance which does not comply in all respects with the requirements as to validity setout or referred to in this paragraph 4.2;

(iii) accept an alternative properly authenticated dematerialised instruction from theQualifying Depositary Interest Holder as constituting a valid acceptance in substitutionfor, or in addition to, an MTM instruction and subject to such further terms andconditions as the Company and the Underwriters may determine;

(iv) treat a properly authenticated dematerialised instruction (the “first instruction”) as notconstituting a valid acceptance if, at the time at which the Receiving Agent (on behalfof the Depositary) receives a properly authenticated dematerialised instruction givingdetails of the first instruction, either the Company or the Receiving Agent (on behalf ofthe Depositary) has received actual notice from Euroclear of any of the matters specifiedin Article 35(5)(a) of the CREST Regulations in relation to the first instruction. Thesematters include notice that any information contained in the first instruction wasincorrect or notice of lack of authority to send the first instruction; and

(v) accept an alternative instruction or notification from a Qualifying Depositary InterestHolder or (where applicable) a CREST sponsor, or extend the time for acceptance and/orsettlement of an MTM instruction or any alternative instruction or notification, if, forreasons or due to circumstances outside the control of any Qualifying DepositaryInterest Holder or (where applicable) CREST sponsor, the Qualifying DepositaryInterest Holder is unable validly to take up all or part of its Nil Paid Rights by means ofthe above procedures. In normal circumstances, this discretion is only likely to beexercised in the event of any interruption, failure or breakdown of CREST (or of any partof CREST) or on the part of facilities and/or systems operated by the Receiving Agent(on behalf of the Depositary) in connection with CREST.

4.3 Money Laundering Regulations

If you hold your Nil Paid Rights in CREST and apply to take up all or part of your entitlement asagent for one or more persons and you are not a UK- or EU-regulated person or institution (e.g., a UKfinancial institution), then, irrespective of the value of the application, the Receiving Agent (on behalfof the Depositary) is required to take reasonable measures to establish the identity of the person orpersons (or the ultimate controller of such person or persons) on whose behalf you are making theapplication, and any submission of an MTM instruction is agreeing for the Receiving Agent to makea search via a credit reference agency where deemed necessary. A record of search results will beretained. Such Qualifying Depositary Interest Holders must therefore contact the Registrar beforesending any MTM instruction or other instruction so that appropriate measures may be taken.

Submission of an MTM instruction which constitutes, or which may on its settlement constitute, avalid acceptance as described above constitutes a warranty and undertaking by the acceptor to providepromptly to the Receiving Agent (on behalf of the Depositary) any information the Receiving Agent(on behalf of the Depositary) may specify as being required for the purposes of the verification ofidentity requirements in the Money Laundering Regulations or FSMA. Pending the provision ofevidence satisfactory to the Receiving Agent (on behalf of the Depositary) to satisfy the verificationof identity requirements, the Receiving Agent (on behalf of the Depositary), having consulted with the

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Company, may take, or omit to take, such action as it may determine to prevent or delay settlement ofthe MTM instruction. If such information or other evidence of identity has not been provided withina reasonable time, the Receiving Agent (on behalf of the Depositary) will not permit the MTMinstruction concerned to proceed to settlement, but without prejudice to the right of the Company andthe Underwriters to take proceedings to recover any loss suffered by it or them as a result of failureby the acceptor to provide satisfactory evidence.

4.4 Dealings in Nil Paid Rights in CREST

Assuming the Rights Issue becomes unconditional, dealings in the Nil Paid Rights on the LondonStock Exchange are expected to commence as soon as practicable after 8.00 a.m. on 5 October 2015.Dealings in Nil Paid Rights can be made by means of CREST in the same manner as any othersecurity that is admitted to CREST. The Nil Paid Rights are expected to be disabled in CREST afterthe close of CREST business on 19 October 2015.

4.5 Dealings in Fully Paid Rights in CREST

After acceptance of the provisional allotment and payment in full in accordance with the provisionsset out in this document and (where appropriate) the Provisional Allotment Letter, the Fully PaidRights may be transferred (in whole or in part) by means of CREST in the same manner as any othersecurity that is admitted to CREST. The last time for settlement of any transfer of Fully Paid Rightsin CREST is expected to be 11.00 a.m. on 19 October 2015. The Fully Paid Rights are expected to bedisabled in CREST after the close of CREST business on 19 October 2015.

From 20 October 2015, the New Depositary Interests will be registered in the name(s) of the person(s)entitled to them in the Company’s Depositary Interest Register and will be transferable in the usualway.

4.6 Withdrawal of Nil Paid Rights or Fully Paid Rights from CREST

Nil Paid Rights or Fully Paid Rights held in CREST may be converted into certificated form, that is,withdrawn from CREST. Normal CREST procedures (including timings) apply in relation to any suchconversion.

The recommended latest time for receipt by Euroclear of a properly authenticated dematerialisedinstruction requesting withdrawal of Nil Paid Rights or, if appropriate, Fully Paid Rights from CRESTis 4:30 p.m. on 13 October 2015, so as to enable the person acquiring or (as appropriate) holding theNil Paid Rights or, if appropriate, Fully Paid Rights following the conversion to take all necessarysteps in connection with taking up the entitlement prior to 11.00 a.m. on 19 October 2015. You arerecommended to refer to the CREST Manual and the Deed Poll for details of such procedures.

4.7 Issue of New Depositary Interests in CREST

Nil Paid Rights in CREST are expected to be disabled in CREST after the close of CREST businesson 19 October 2015 (the latest date for settlement of transfers of Nil Paid Rights in CREST). NewDepositary Interests will be issued to those persons who have validly taken up Nil Paid Rights at theclose of business on that date. The Receiving Agent (on behalf of the Depositary) will instructEuroclear to credit the appropriate stock accounts of those persons (under the same participant ID andmember account ID) with their entitlements to New Depositary Interests to take effect as soon aspracticable after 8.00 a.m. on 20 October 2015.

The New Depositary Interests will be created and issued pursuant to the Deed Poll entered into by theDepositary, which governs the relationship between the Depositary and the holders of DepositaryInterests. A summary of the Deed Poll is set out in paragraph 20.2 of Part 10 (Additional Information).

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4.8 Right to allot/issue in certificated form

Despite any other provision of this document, the Company reserves the right to allot and to issue anyNil Paid Rights or Fully Paid Rights in certificated form by the issue of New Common Shares. Innormal circumstances, this right is only likely to be exercised in the event of an interruption, failureor breakdown of CREST (or of any part of CREST) or of a part of the facilities and/or systemsoperated by the Receiving Agent in connection with CREST.

5. PROCEDURE IN RESPECT OF RIGHTS ISSUE ENTITLEMENT NOT TAKEN UP

If an entitlement to New Common Shares is not validly taken up by 11.00 a.m. on 19 October 2015 inaccordance with the procedure laid down for acceptance, instruction and payment (including becauseQualifying Depositary Interest Holders have not validly taken up their rights to New Depositary Interests),then that provisional allotment will be deemed to have been declined and will lapse. The Underwriters willendeavour to procure, by not later than 5.00 p.m. on the second Dealing Day after the last date for acceptanceof the Rights Issue, subscribers for all (or as many as possible) of those New Common Shares not taken upat a price per New Common Share which is at least equal to the aggregate of the Rights Issue Price and theexpenses of procuring such subscribers (including any applicable brokerage and commissions and amountsin respect of VAT ).

Notwithstanding the above, the Underwriters may cease to endeavour to procure any such subscribers if, inthe good faith opinion of the Underwriters, it is unlikely that any such subscribers can be so procured at sucha price and by such time. If and to the extent that subscribers for New Common Shares cannot be procuredon the basis outlined above, the relevant New Common Shares will be subscribed for by the Underwriters asprincipal pursuant to the Underwriting Agreement or by the sub-underwriters or other subscribers (if any)procured by the Underwriters, in each case, at the Rights Issue Price on the terms and subject to theconditions of the Underwriting Agreement.

Any premium over the aggregate of the Rights Issue Price and the expenses of procuring subscribers(including any applicable brokerage and commissions and amounts in respect of VAT) shall be paid (subjectas provided in this paragraph 5):

(a) where the Nil Paid Rights were, at the time they lapsed, represented by a Provisional Allotment Letter,to the person whose name and address appeared on page 1 of the Provisional Allotment Letter;

(b) where the Nil Paid Rights were, at the time they lapsed, in uncertificated form, to the person registeredby the Depositary as being entitled to those Nil Paid Rights at the time of their disablement in CREST;and

(c) to the extent not provided above, where an entitlement to New Common Shares was not taken up byan Overseas Shareholder, to that Overseas Shareholder.

New Common Shares for which subscribers are procured on this basis will be re-allotted to such subscribersand the aggregate of any premiums (being the amount paid by such subscribers after deducting the price atwhich the New Common Shares are offered pursuant to the Rights Issue and the expenses of procuring suchsubscribers including any applicable brokerage and commissions and amounts in respect of VAT), if any, willbe paid (without interest) to those persons entitled (as referred to in paragraphs (a) to (c), above) pro rata tothe entitlements not taken up, save that no payment will be made of amounts of less than £5 per holding,which amounts will be aggregated and ultimately paid to the Company. Holdings of Common Shares incertificated form and uncertificated form as Depositary Interests will be treated as separate holdings for thesepurposes. Cheques for the amounts due (if any) will be sent in pounds sterling, by first class post, at the riskof the person(s) entitled, to their registered addresses (the registered address of the first named in the case ofjoint holders), provided that where any entitlement concerned was held in CREST, the amount due will,unless the Company (in its absolute discretion) otherwise determines, be satisfied by the Company procuringthe creation of an assured payment obligation in favour of the relevant Qualifying Depositary InterestHolder’s RTGS settlement bank in respect of the cash amount concerned in accordance with the RTGSpayment mechanism.

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Any transactions undertaken pursuant to this paragraph 5 shall be deemed to have been undertaken at therequest of the persons who did not take up their entitlements, and none of the Company, the Underwritersnor any other person procuring subscribers shall be responsible or have any liability for any loss, expensesor damage (whether actual or alleged) arising from the terms of or timing of any such acquisition, anydecision not to endeavour to procure subscribers or the failure to procure subscribers on the basis describedabove. The Underwriters will be entitled to retain any brokerage fees, commissions or other benefits receivedin connection with these arrangements.

6. OVERSEAS SHAREHOLDERS

Provisional Allotment Letters will be posted to Qualifying Non-CREST Shareholders (other than QualifyingNon-CREST Shareholders who are Excluded Overseas Shareholders) and Nil Paid Rights will be creditedto the CREST stock accounts of Qualifying Depositary Interest Holders (other than Qualifying DepositaryInterest Holders who are Excluded Overseas Shareholders). No offer of or invitation to subscribe for NewCommon Shares and/or the New Depositary Interests is being made by virtue of this document or theProvisional Allotment Letters into any of the Restricted Jurisdictions. Qualifying Shareholders injurisdictions other than the Restricted Jurisdictions may, subject to the laws of their relevant jurisdiction,accept their rights under the Rights Issue in accordance with the instructions set out in this document and,in the case of Qualifying Non-CREST Shareholders who are not Excluded Overseas Shareholders only, theProvisional Allotment Letters.

Qualifying Shareholders who have registered addresses in or who are resident in, or who are locatedin, countries other than the United Kingdom should consult their appropriate professional advisers asto whether they require any governmental or other consents or need to observe any other formalitiesto enable them to take up their Nil Paid Rights or to acquire Fully Paid Rights or New Common Sharesand/or the New Depositary Interests. If you are in any doubt as to your eligibility to accept the offerof New Common Shares and/or the New Depositary Interests or to deal in the Nil Paid Rights or FullyPaid Rights, you should contact your appropriate professional adviser immediately. The comments setout in this paragraph 6 are intended as a general guide only and any Overseas Shareholders who arein any doubt as to their position should consult their professional advisers without delay.

6.1 General

The making or acceptance of the proposed offer of Nil Paid Rights, Fully Paid Rights and/orNew Common Shares and/or the New Depositary Interests to persons who have registeredaddresses in, or who are resident in, or located in, countries other than the United Kingdom maybe affected by the laws of the relevant jurisdiction. Those persons should consult theirprofessional advisers as to whether they require any governmental or other consents or need toobserve any other formalities to enable them to take up their entitlement under the Rights Issue.

It is also the responsibility of any person (including, without limitation, custodians, nominees andtrustees) outside the United Kingdom wishing to take up rights to New Common Shares and/or theNew Depositary Interests or otherwise participate in the Rights Issue to satisfy himself as to the fullobservance of the laws of any relevant territory in connection therewith, including the obtaining ofany governmental or other consents which may be required, the compliance with other necessaryformalities and the payment of any issue, transfer or other taxes due in such territories. The commentsset out in this paragraph 6 are intended as a general guide only, and any Overseas Shareholder(including Overseas Shareholders who are resident in a Restricted Jurisdiction) who is in doubt as totheir position should consult their professional adviser without delay and take independentprofessional advice in relation thereto.

Having considered the circumstances, the Directors have formed the view that it is necessary orexpedient to restrict the ability of persons with a registered address or located or resident in the anyof the Restricted Jurisdictions to take up rights to New Common Shares and/or the New DepositaryInterests or otherwise participate in the Rights Issue due to the time and costs involved in theregistration of this document and/or compliance with the relevant local legal or regulatoryrequirements in those jurisdictions.

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This document and receipt of a Provisional Allotment Letter or the crediting of Nil Paid Rights to astock account in CREST will not constitute an offer in those jurisdictions in which it would be illegalto make an offer and, in those circumstances, this document and/or a Provisional Allotment Lettermust be treated as information only and should not be copied or redistributed.

New Common Shares will be provisionally allotted (nil paid) to all Qualifying Shareholders on theregister at the close of business on the Record Date, including Overseas Shareholders (which includesthose Overseas Shareholders that are resident in a Restricted Jurisdiction). However, ProvisionalAllotment Letters will not be sent to, and Nil Paid Rights will not be credited to CREST accounts of,Qualifying Shareholders with a registered address or located or resident in any of the RestrictedJurisdictions or their agents or intermediaries, except where the Company is satisfied that such actionwould not result in the contravention of any registration or other legal requirement in any jurisdiction.

No person receiving a copy of this document or a Provisional Allotment Letter and/or receiving acredit of Nil Paid Rights to a stock account in CREST or reviewing this document with a registeredaddress or located or resident in any territory other than the UK may treat the same as constituting aninvitation or offer to him, nor should he in any event use the Provisional Allotment Letter or deal inNil Paid Rights or Fully Paid Rights in CREST unless, in the relevant territory, such an invitation oroffer could lawfully be made to him or the Provisional Allotment Letter could lawfully be used ordealt with without contravention of any registration or other legal requirements. In suchcircumstances, this document and the Provisional Allotment Letter are to be treated as informationonly and should not be copied or redistributed.

Accordingly, persons (including, without limitation, custodians, nominees and trustees) receiving acopy of this document or a Provisional Allotment Letter or whose CREST stock account is creditedwith Nil Paid Rights or Fully Paid Rights should not, in connection with the Rights Issue, distributeor send the same or transfer Nil Paid Rights or Fully Paid Rights in or into any jurisdiction where todo so would or might contravene local security laws or regulations including, but not limited to, theRestricted Jurisdictions. If a Provisional Allotment Letter or a credit of Nil Paid Rights or Fully PaidRights in CREST is received by any person in any such territory, or by his agent or nominee in anysuch territory, he must not seek to take up the rights referred to in the Provisional Allotment Letter orin this document or renounce the Provisional Allotment Letter or transfer the Nil Paid Rights or FullyPaid Rights in CREST unless the Company and the Underwriters determine that such actions wouldnot violate applicable legal or regulatory requirements. Any person (including, without limitation,custodians, nominees and trustees) who does forward a Provisional Allotment Letter, or transfer NilPaid Rights or Fully Paid Rights into any such territories (whether pursuant to a contractual or legalobligation or otherwise), should draw the recipient’s attention to the contents of this paragraph 6.

The Company, in consultation with the Underwriters, reserves the right to treat as invalid and will notbe bound to allot or issue any New Common Shares and/or any New Depositary Interests in respectof any acceptance or instruction or purported acceptance or instruction relating to the offer of NewCommon Shares and/or New Depositary Interests which:

(a) appears to the Company, the Receiving Agent or the Underwriters or their respective agents tohave been executed, effected or despatched from any Restricted Jurisdiction unless theCompany and the Underwriters are satisfied that such action would not result in thecontravention of any registration or other legal requirements;

(b) in the case of a Provisional Allotment Letter, provides an address for delivery of the sharecertificates or other statements of entitlement or advice in any Restricted Jurisdiction or anyother jurisdiction outside the United Kingdom in which it would be unlawful to deliver suchcertificates, statements or advice or if the Company, the Underwriters or their respective agentsbelieve that the same may violate applicable legal or regulatory requirements; or

(c) in the case of a credit of New Depositary Interests in CREST, is to a Qualifying DepositaryInterest Holder with a registered address or located or resident in any Restricted Jurisdiction orany other jurisdiction outside the UK in which it would be unlawful to make such a credit or if

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the Company, the Underwriters or their respective agents believe that making such credit mayviolate applicable legal or regulatory requirements.

Save as provided in this paragraph 6, rights to Nil Paid Rights to which Qualifying Shareholders withregistered addresses or located or resident in any of the Restricted Jurisdictions would otherwise beentitled and will be aggregated with entitlements to Nil Paid Rights which have not been taken up byother Qualifying Shareholders and, if possible, will be sold as described in paragraph 5, above. Thenet proceeds of such sales (after deduction of the aggregate of the Rights Issue Price and expenses)will be paid to the relevant Qualifying Shareholders pro rata to the lapsed provisional entitlements atthe close of business on the Record Date as soon as practicable after receipt, except that individualamounts of less than £5 per holding and (ii) amounts of less than £5 in respect of fractions will not bedistributed but will be retained and ultimately paid to the Company. Holdings of Common Shares incertificated and uncertificated form as Depositary Interests will be treated as separate holdings forthese purposes. Any sales of Nil Paid Rights that were not taken up shall be deemed to have beenundertaken at the request of the persons who did not take up their rights, and none of the Company,the Underwriters or any other person shall be responsible or have any liability whatsoever for any loss,damage, liability or cost (actual or alleged) arising from the terms or the timing of the sales or theprocuring of it or any failure to procure subscribers.

Notwithstanding any other provision of this document or a Provisional Allotment Letter, the Companyreserves the right to permit any Overseas Shareholder to participate in the Rights Issue on the termsand conditions set out in this document as if it were a Qualifying Shareholder if the Company, inconsultation with the Underwriters, is satisfied that the transaction in question is exempt from or notsubject to the legislation or regulations giving rise to the restrictions in question. If the Company is sosatisfied, the Company will arrange for the relevant Overseas Shareholder to be sent a ProvisionalAllotment Letter if it is a Qualifying Non-CREST Shareholder or, if it is a Qualifying DepositaryInterest Holder, arrange for Nil Paid Rights to be credited to the relevant CREST stock account.

Those Overseas Shareholders (including Overseas Shareholders in Restricted Jurisdictions) whowish, and are permitted under applicable securities laws, to take up their Rights Issue Entitlementshould note that payments must be made as set out in paragraphs 3.2 and 3.4 of this Part 3 (Terms andConditions of the Rights Issue).

The attention of Overseas Shareholders with a registered address or located or resident in any of theRestricted Jurisdictions is also drawn to paragraph 6.2, below.

Overseas Shareholders (other than Qualifying Depositary Interest Holders) should note that allsubscription monies must be paid in pounds sterling by cheque or banker’s draft and should be drawnon a bank in the UK, made payable to “Capita Registrars Ltd. re: Entertainment One Ltd. – RightsIssue A/C” and crossed “A/C payee only”.

6.2 Offering restrictions relating to the United States

The New Common Shares, the New Depositary Interests, the Nil Paid Rights, the Fully Paid Rightsand the Provisional Allotment Letters have not been and will not be registered under the SecuritiesAct or under any relevant securities laws of any state or other jurisdiction of the United States andmay not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered,directly or indirectly, within the United States absent registration or pursuant to an exemption from,or in a transaction not subject to, the registration requirements of the Securities Act and in compliancewith any applicable state securities laws. There will be no public offer of the New Common Shares,the New Depositary Interests, the Nil Paid Rights, the Fully Paid Rights and the Provisional AllotmentLetters in the United States.

Accordingly, subject to certain exceptions, the Rights Issue is not being made in the United States andneither this document nor the Provisional Allotment Letter constitutes or forms part of, or willconstitute or form part of, any offer or invitation to sell or issue, or any solicitation of any offer topurchase or subscribe for or acquire any New Common Shares, New Depositary Interests, Nil Paid

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Rights or Fully Paid Rights in the United States. Notwithstanding the foregoing, Entertainment Onereserves the right to offer and deliver the Nil Paid Rights or Provisional Allotment Letters to, and theFully Paid Rights, the New Depositary Interests and the New Common Shares may be offered to andacquired by, Qualifying Shareholders in the United States that are reasonably believed byEntertainment One to be QIBs and determined by Entertainment One to be eligible to participate inthe Rights Issue, in offerings exempt from, or in transactions not subject to, the registrationrequirements under the Securities Act.

Such QIBs will be permitted to subscribe for the New Common Shares or participate in any sales orpurchases of the Nil Paid Rights, the Fully Paid Rights or the letters of allocation only if the relevantQIB (i) returns a duly completed and executed investor letter to, and in accordance with theinstructions of, its custodian or nominee; and (ii) sends copies of its duly completed and executedinvestor letter to the Company.

Any envelope containing a Provisional Allotment Letter and post-marked from the United States willnot be valid unless it contains a duly executed investor letter in the appropriate form. Similarly, anyProvisional Allotment Letter in which the exercising holder requests New Common Shares to beissued in registered form and gives an address in the United States will not be valid unless it containsa duly executed investor letter. The payment paid in respect of the Provisional Allotment Letters thatdoes not meet the foregoing criteria will be returned without interest.

Any person in the United States who obtains a copy of this document and/or a Provisional AllotmentLetter and who is not a QIB is required to disregard them.

The Nil Paid Rights, the Fully Paid Rights, the New Depositary Interests and the New CommonShares being offered outside the United States are being offered in reliance on Regulation S under theSecurities Act.

Each person to whom the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights,the New Depositary Interests or the New Common Shares are distributed, offered or sold outside theUnited States pursuant to this document, including, without limitation, each person to whom NewCommon Shares acquired by the Underwriters pursuant to the Underwriting Agreement are reofferedor resold, will be deemed by his subscription for, or purchase of, the Nil Paid Rights, the Fully PaidRights, the New Depositary Interests, or the New Common Shares to have represented and agreed, onhis behalf and on behalf of any investor accounts for which he is subscribing for or purchasing the NilPaid Rights, the Fully Paid Rights, the New Depositary Interests or the New Common Shares, as thecase may be, that:

(a) the purchaser or subscriber may lawfully be offered, take up, subscribe for and purchase theNil Paid Rights, the Fully Paid Rights, the New Depositary Interests or the New CommonShares;

(b) the purchaser is, and the person, if any, for whose account or benefit the purchaser is acquiringthe Nil Paid Rights, the Fully Paid Rights, the New Depositary Interests or the New CommonShares is, outside the United States (within the meaning of Regulation S under the SecuritiesAct) at the time the exercise or buy order is originated and continues to be located outside theUnited States, and the person, if any, for whose account or benefit the purchaser is acquiringthe Nil Paid Rights, the Fully Paid Rights, the New Depositary Interests or the New CommonShares reasonably believes that the purchaser is outside the United States, and neither thepurchaser nor any person acting on its behalf knows that the transaction has been pre-arrangedwith a buyer in the United States; the Nil Paid Rights, the Fully Paid Rights, the NewDepositary Interests, the New Common Shares and the Provisional Allotment Letters have notbeen and will not be registered under the Securities Act, or with any securities regulatoryauthority of any state or other jurisdiction of the United States, and, subject to certainexceptions, may not be offered or sold within the United States; and

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(c) the purchaser is not acquiring the New Common Shares with a view to the offer, sale, resale,transfer, delivery or distribution, directly or indirectly, of any such New Common Shares intothe United States.

Until 40 days after the commencement of the Rights Issue or the procurement of subscribers for theNew Common Shares and/or New Depositary Interests, not taken up in the Rights Issue, any offer,sale or transfer of the New Common Shares, New Depositary Interests, Nil Paid Rights or Fully PaidRights or the Provisional Allotment Letters within the United States by a dealer (whether or notparticipating in the Rights Issue) may violate the registration requirements of the Securities Act.

No representation has been, or will be, made by the Company or the Underwriters as to the availabilityof Rule 144 under the Securities Act or any other exemption under the Securities Act or any statesecurities laws for the reoffer, resale, pledge or transfer of the New Common Shares and/or NewDepositary Interests.

The provisions of this paragraph 6.2 will apply to any Rights Issue Entitlement not taken up.Accordingly, subject to certain limited exceptions, Qualifying Shareholders with a registered addressor resident or located in the United States will be treated as unexercising holders and the Underwriterswill endeavour to procure, on behalf of such unexercising holders, subscribers for the New CommonShares and/or New Depositary Interests, as described in paragraph 5, above.

Each subscriber or purchaser acknowledges that Entertainment One, the Underwriters and theiraffiliates will rely upon the truth and accuracy of the foregoing acknowledgements, representationsand agreements, and agrees that if any of the acknowledgements, representations and agreementsdeemed to have been made by such subscriber or purchaser by his subscription for, or purchase of, theNil Paid Rights, the Fully Paid Rights, the New Despositary Interests or the New Common Shares, asthe case may be, are no longer accurate, it shall promptly notify Entertainment One and theUnderwriters.

6.3 Australia, Japan, New Zealand and South Africa

Due to restrictions under the securities laws of Australia, Japan, New Zealand and South Africa, andsubject to certain limited exceptions, no Provisional Allotment Letters in relation to the New CommonShares will be sent to Qualifying Shareholders, and no Nil Paid Rights or Fully Paid Rights will becredited to a stock account in CREST of persons with registered addresses in, or resident or locatedin, Australia, Japan, New Zealand or South Africa, and their Rights Issue Entitlements will be sold ifpossible in accordance with the provisions of paragraph 5, above. Subject to certain limitedexceptions, the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights, the NewDepositary Interests and the New Common Shares may not be transferred or sold to, or renounced ordelivered in, Australia, Japan, New Zealand or South Africa. No offer of New Common Shares isbeing made by virtue of this document or the Provisional Allotment Letters into Australia, Japan, NewZealand or South Africa.

6.4 Canada

The Nil Paid Rights, the Fully Paid Rights and the New Common Shares will only be distributed topersons resident in certain provinces and territories of Canada who establish that they are permittedto acquire such securities pursuant to certain exemptions from the prospectus requirements thatotherwise apply to a distribution of securities under applicable Canadian securities legislation, andonly if certain other conditions are satisfied. Such exemptions relieve the Company from theprovisions under such legislation that would, among other things, require the Company to prepare andfile a preliminary and final prospectus in respect of this Rights Issue, with the result that investors willnot receive certain protections associated with an investment in securities distributed under aprospectus, including the review of this document by a securities commission or similar regulatoryauthority and the ability to exercise rights of withdrawal or statutory rights of action in certainjurisdictions. Each investor is urged to consult with its own legal adviser as to the details of the

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exemptions being relied upon and the consequences of investing in securities pursuant to suchexemptions. See Part 3 (Terms and Conditions of the Rights Issue) of this document.

Further information regarding the distribution of the Nil Paid Rights, the Fully Paid Rights and theNew Common Shares in Canada may be found in the Canadian offering memorandum that has beenprepared for use in Canada.

Restrictions on Resale

The distribution in Canada of the Nil Paid Rights, the Fully Paid Rights and the New Common Sharesis being made pursuant to exemptions from the requirement that the Company prepare and file aprospectus with the relevant Canadian securities regulatory authorities.

Any resale in Canada of the Nil Paid Rights, the Fully Paid Rights or the New Common Shares mustbe made in accordance with applicable Canadian securities laws, which vary depending on theprovince or territory. These resale restrictions may in some circumstances apply to resales madeoutside of Canada. Generally, investors may not resell such securities within Canada unless suchfurther sale is made:

a) pursuant to and in compliance with (i) an exemption from the prospectus requirementscontained in applicable securities laws or in a transaction not subject to such laws; and/or (ii) anexemption from the dealer registration requirements contained in applicable securities laws, orthrough an appropriately registered dealer, or in circumstances where such dealer registrationrequirements do not apply;

b) pursuant to discretionary relief or an exemption from the prospectus and/or registrationrequirements contained in an order, ruling or decision document issued by the securitiesregulatory authority or regulator in the applicable province or territory; or

c) pursuant to a final prospectus for which a receipt has been received in the appropriatejurisdiction in accordance with applicable securities laws.

Since the Company is not currently a reporting issuer in any province or territory of Canada and doesnot intend to become a reporting issuer, the resale restrictions referred to above may never expire.

The foregoing is only a summary of resale restrictions relevant to the Nil Paid Rights, the Fully PaidRights and the New Common Shares. It is not intended to be exhaustive. All persons investing in theNil Paid Rights, the Fully Paid Rights or the New Common Shares pursuant to this document shouldconsult with their own advisers:

a) prior to acquiring securities pursuant to this document for advice with respect to the restrictionson the transferability of such securities; and

b) prior to selling any of the securities to ensure compliance under applicable securities laws.

Reporting Requirements

The Company is not a reporting issuer or the equivalent thereof under the securities legislation in anyjurisdiction in Canada and does not intend to become a reporting issuer. Accordingly, the Company isnot subject to the continuous disclosure requirements and other reporting requirements prescribed bysuch securities legislation. For example, the Company is not subject to the requirements to provideprompt notification of material changes by way of press releases or to prepare and file with theCanadian securities regulatory authorities annual information forms, proxy circulars and similardisclosure documents, or to prepare and file quarterly unaudited and annual audited financialstatements.

6.5 Switzerland

This document does not constitute a public offering prospectus pursuant to article 652a of the SwissCode of Obligations or a listing prospectus pursuant to articles 27 et seq. of the listing rules of the

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SIX Swiss Exchange Ltd. This document may not be publicly distributed or otherwise made publiclyavailable in (or from) Switzerland.

The Nil Paid Rights, Fully Paid Rights, New Common Shares and New Depositary Interests may notbe publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will notbe listed on the SIX Swiss Exchange Ltd. (“SIX”) or on any other stock exchange or regulated tradingfacility in Switzerland. Neither the Prospectus nor any other offering or marketing material relating tothe Rights Issue, the Company, the Nil Paid Rights, Fully Paid Rights, New Common Shares or NewDepositary Interests have been or will be filed with or approved by any Swiss regulatory authority.The Prospectus does not constitute a public offering prospectus pursuant to article 652a of the SwissCode of Obligations and has been prepared without regard to the disclosure standards for prospectusesunder article 652a of the Swiss Code of Obligations, the listing rules of SIX and the correspondingprospectus schemes annexed to the listing rules of SIX or the listing rules of any other stock exchangeor regulated trading facility in Switzerland. Neither the Prospectus nor any other offering or marketingmaterial relating to the Nil Paid Rights, Fully Paid Rights, New Common Shares and New DepositaryInterests or the offering may be publicly distributed or otherwise made publicly available in (or from)Switzerland.

The Nil Paid Rights, Fully Paid Rights, New Common Shares and New Depositary Interests are beingoffered in Switzerland by way of a private placement (i.e., to a limited number of selected investorsonly), without any public advertisement and only to investors who do not purchase the Nil PaidRights, Fully Paid Rights, New Common Shares and New Depositary Interests with the intention todistribute them to the public. The investors will be individually approached directly fromtime-to-time. This Prospectus, as well as any other material relating to the Nil Paid Rights, Fully PaidRights, New Common Shares and New Depositary Interests, is personal and confidential and does notconstitute an offer to any other person. This Prospectus, as well as any other material relating to theNil Paid Rights, Fully Paid Rights, New Common Shares and New Depositary Interests, may only beused by those investors to whom it has been handed out in connection with the offering describedherein and may neither directly nor indirectly be distributed or made available to other personswithout the Company’s express consent.

6.6 Hong Kong

WARNING

The contents of this document have not been reviewed by any regulatory authority in Hong Kong. Youare advised to exercise caution in relation to the offer. If you are in any doubt about any of the contentsof this document, you should obtain independent professional advice.

6.7 Other overseas territories

Provisional Allotment Letters will be posted to Qualifying Non-CREST Shareholders (other thanQualifying Non-CREST Shareholders who are Excluded Overseas Shareholders) and Nil Paid Rightswill be credited to the CREST stock accounts of Qualifying Depositary Interest Holders (other thanQualifying Depositary Interest Holders who are Excluded Overseas Shareholders) with registeredaddresses in or who are resident or located in any country other than a Restricted Jurisdiction. Subjectto certain limited exceptions, no offer of or invitation to subscribe for New Common Shares or NewDepositary Interests is being made by virtue of this document or the Provisional Allotment Lettersinto any of the Restricted Jurisdictions. Qualifying Shareholders in jurisdictions other than any of theRestricted Jurisdictions may, subject to the laws of their relevant jurisdiction, accept their rights underthe Rights Issue in accordance with the instructions set out in this document and, in the case ofQualifying Non-CREST Shareholders only, the Provisional Allotment Letters. In cases whereOverseas Shareholders do not take up Nil Paid Rights, their entitlements will be sold if possible inaccordance with the provisions of paragraph 5 of this Part 3 (Terms and Conditions of the RightsIssue).

Qualifying Shareholders who have registered addresses in, or who are resident or located in,countries other than the United Kingdom should consult their appropriate professional advisers

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as to whether they require any governmental or other consents or need to observe any otherformalities to enable them to take up their Nil Paid Rights or to acquire Fully Paid Rights orNew Common Shares and/or New Depositary Interests. If you are in any doubt as to youreligibility to accept the offer of New Common Shares and/or New Depositary Interests or to dealin Nil Paid Rights or Fully Paid Rights, you should contact your appropriate professionaladviser immediately.

EEA States (other than the United Kingdom)

In relation to each of the EEA States (except for the United Kingdom) that have implemented theProspectus Directive (each, a “relevant member state”), with effect from and including the date onwhich the Prospectus Directive was implemented in that relevant member state (the “relevantimplementation date”), no New Common Shares, New Depositary Interests, Nil Paid Rights or FullyPaid Rights have been offered or will be offered pursuant to the Rights Issue to the public in thatrelevant member state prior to the publication of a prospectus in relation to the New Common Shares,New Depositary Interests, Nil Paid Rights and Fully Paid Rights which has been approved by thecompetent authority in that relevant member state or, where appropriate, approved in another relevantmember state and notified to the competent authority in the relevant member state, all in accordancewith the Prospectus Directive, except that with effect from and including the relevant implementationdate, offers of New Common Shares, New Depositary Interests, Nil Paid Rights or Fully Paid Rightsmay be made to the public in that relevant member state at any time under the following exemptionsunder the Prospectus Directive, if they are implemented in that relevant member state:

(a) to any legal entity which is a qualified investor, as defined in the Prospectus Directive;

(b) to fewer than 100 or, if the relevant member state has implemented the relevant provisions ofthe Directive 2010/73/EU amending Directives 2003/71/EC and Directive 2004/109/EC,150 natural or legal persons (other than qualified investors as defined in the ProspectusDirective) in such relevant member state; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of New Common Shares, New Depositary Interests, Nil Paid Rights orFully Paid Rights shall result in a requirement for the publication by the Company or the Underwritersof a prospectus pursuant to Article 3 of the Prospectus Directive or any measure implementing theProspectus Directive in a relevant member state and each person who initially acquires any NewCommon Shares, New Depositary Interests, Nil Paid Rights or Fully Paid Rights or to whom any offeris made under the Rights Issue will be deemed to have represented, acknowledged and agreed that itis a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive.

For this purpose, the expression “an offer of any New Common Shares, New Depositary Interests, NilPaid Rights or Fully Paid Rights to the public” in relation to any New Common Shares, NewDepositary Interests, Nil Paid Rights and Fully Paid Rights in any relevant member state means thecommunication in any form and by any means of sufficient information on the terms of the RightsIssue and any New Common Shares, New Depositary Interests, Nil Paid Rights and Fully Paid Rightsto be offered so as to enable an investor to decide to subscribe for or acquire any New CommonShares, New Depositary Interests, Nil Paid Rights or Fully Paid Rights, as the same may be varied inthat relevant member state by any measure implementing the Prospectus Directive in that relevantmember state.

In the case of the New Common Shares, New Depositary Interests, the Nil Paid Rights or Fully PaidRights being offered to a financial intermediary, as that term is used in Article 3(2) of the ProspectusDirective, such financial intermediary will also be deemed to have represented, acknowledged andagreed that (i) it is a “qualified investor” within the meaning of Article 2(1)(e) of the ProspectusDirective and (ii) the New Common Shares, New Depositary Interests, the Nil Paid Rights or the FullyPaid Rights acquired by it have not been acquired on a non-discretionary basis on behalf of, nor havethey been acquired with a view to their offer or resale to, persons in circumstances which may give

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rise to an offer of any New Common Shares, New Depositary Interests, the Nil Paid Rights or FullyPaid Rights to the public other than their offer or resale in a relevant member state to “qualifiedinvestors” within the meaning of Article 2(1)(e) of the Prospectus Directive. The Company, theUnderwriters and their respective affiliates will rely upon the truth and accuracy of the foregoingrepresentation, acknowledgement and agreement.

7. ADDITIONAL REPRESENTATIONS AND WARRANTIES

7.1 Qualifying Non-CREST Shareholders

Any person accepting and/or renouncing a Provisional Allotment Letter or requesting registration ofthe New Common Shares comprised therein represents and warrants to the Company and theUnderwriters that, except where proof has been provided to the Company’s satisfaction that suchperson’s use of the Provisional Allotment Letter or the effecting of the instruction will not result inthe contravention of any applicable legal or regulatory requirement in any jurisdiction such person:(i) is not accepting and/or renouncing the Provisional Allotment Letter, requesting registration of therelevant New Common Shares or giving such instruction, from a registered address, nor is located orresident in the United States or any of the Restricted Jurisdictions; (ii) does not hold a registeredaddress, nor is located or resident in any territory in which it is unlawful to make or accept an offerto subscribe for New Common Shares or to use the Provisional Allotment Letter in any manner inwhich such person has used or will use it or to give such instructions; (iii) is not acting on anon-discretionary basis for, or on behalf of, or for the account or benefit of, a person located withinany of the Restricted Jurisdictions or any territory referred to in (ii) above at the time the instructionto accept, renounce or deal was given; and (iv) is not acquiring Nil Paid Rights, Fully Paid Rights orNew Common Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directlyor indirectly, of any such Nil Paid Rights, Fully Paid Rights or New Common Shares into any of theRestricted Jurisdictions or any territory referred to in (ii) above. The Company may treat as invalidany acceptance or purported acceptance of the allotment of New Common Shares comprised in, orrenunciation or purported renunciation of, a Provisional Allotment Letter if it: (a) appears to theCompany to have been executed in or despatched from any of the Restricted Jurisdictions or otherwisein a manner which may involve a breach of the laws of any jurisdiction or if it believes the same mayviolate any applicable legal or regulatory requirement; (b) provides an address in any RestrictedJurisdiction (or any jurisdiction outside the United Kingdom in which it would be unlawful to delivershare certificates or sales advice); or (c) purports to exclude the warranty required by this paragraph.

7.2 Qualifying Depositary Interest Holders

A Qualifying Depositary Interest Holder who makes a valid acceptance in accordance with theprocedures set out in this Part 3 (Terms and Conditions of the Rights Issue) represents and warrantsto the Company and the Underwriters that, except where proof has been provided to the Company’ssatisfaction that such person’s acceptance will not result in the contravention of any applicable legalrequirement in any jurisdiction, such person: (i) does not hold a registered address, nor is located orresident in any of the Restricted Jurisdictions; (ii) does not hold a registered address, nor is located orresident in any territory in which it is unlawful to make or accept an offer to subscribe for NewDepositary Interests; (iii) is not acting on a non-discretionary basis for, or on behalf of, or for theaccount or benefit of, a person who holds a registered address or is located or resident in anyRestricted Jurisdiction or any territory referred to in (ii) above at the time the instruction to accept,renounce or deal was given; and (iv) is not acquiring Nil Paid Rights, Fully Paid Rights or NewDepositary Interests with a view to the offer, sale, resale, transfer, delivery or distribution, directly orindirectly, of any such Nil Paid Rights, Fully Paid Rights or New Depositary Interests into anyRestricted Jurisdiction.

The Depositary, as instructed by the Company, may treat as invalid any MTM instruction whichappears to the Receiving Agent (on behalf of the Depositary) to have been despatched from anyRestricted Jurisdiction or otherwise in a manner which may involve a breach of the laws of anyjurisdiction of if it or its agent believes the same may violate any applicable legal or regulatoryrequirement or purports to exclude the warranty required by this paragraph 7.2.

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7.3 Waiver

The provisions of paragraphs 6 and 7 of this Part 3 (Terms and Conditions of the Rights Issue), andof any other terms of the Rights Issue relating to all Qualifying Shareholders with registered addressesor who are located or resident in any of the Restricted Jurisdictions, may be waived, varied ormodified as regards specific Qualifying Shareholder(s) or on a general basis by the Company in itsabsolute discretion after consulting the Underwriters. Subject to this, the provisions of this paragraph7.3 which refer to Qualifying Shareholders shall include references to the person or persons executinga Provisional Allotment Letter and, in the event of more than one person executing a ProvisionalAllotment Letter, the provisions of this paragraph 7.3 shall apply jointly to each of them.

7.4 Payment

All payments must be made in the manner set out in paragraphs 3.4 and 4.2 of this Part 3 (Terms andConditions of the Rights Issue) (as applicable).

8. TAXATION

Information on taxation in the United Kingdom, Canada and the United States with regard to the Rights Issueis set out in Part 9 (Taxation). The information contained in Part 9 (Taxation) is intended only as a generalguide to the current tax position in the United Kingdom, Canada and the United States, and QualifyingShareholders should consult their own tax advisers regarding the tax treatment of the Rights Issue in light oftheir own circumstances. Shareholders who are in any doubt as to their tax position or who are subject to taxin any other jurisdiction should consult an appropriate professional adviser immediately.

9. WITHDRAWAL RIGHTS

Qualifying Shareholders wishing to exercise statutory withdrawal rights pursuant to section 87(Q)(4) ofFSMA after the publication and issue by the Company of a supplementary prospectus must do so by lodginga written notice of withdrawal, which must include the full name and address of the person wishing toexercise statutory withdrawal rights and, if such person is a Qualifying Depositary Interest Holder, theparticipant ID and the member account ID of such Qualifying Depositary Interest Holder, along with theCREST reference for the message being withdrawn, with the Receiving Agent by post at Capita AssetServices, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by hand(during normal business hours only) at Capita Asset Services, Corporate Actions, The Registry, 34Beckenham Road, Beckenham, Kent BR3 4TU, or by email to [email protected] so as to be receivedno later than two Business Days after the date on which the supplementary prospectus was published. Noticeof withdrawal given by any other means or which is deposited with or received by the Receiving Agent afterthe expiry of such period will not constitute a valid withdrawal. The Company shall treat as valid any noticeof withdrawal received through the post which bears a legible postmark on its envelope dated not later thanthe date falling two Business Days after the date on which such supplementary prospectus was published.The Company will not permit the exercise of withdrawal rights after payment by the relevant person for NewCommon Shares and/or New Depositary Interests in full and the issue of such New Common Shares and/orNew Depositary Interests to such person becoming unconditional, save as required by statute.

Following the valid exercise of statutory withdrawal rights, application moneys will be returned by post torelevant Qualifying Shareholders at their own risk and without interest to the address set out in theProvisional Allotment Letter and/or the Receiving Agent will refund the amount paid by a QualifyingDepositary Interest Holder by way of a CREST payment, without interest, as applicable within 14 days ofsuch exercise of statutory withdrawal rights. The provisions of this paragraph 9 are without prejudice to thestatutory rights of Qualifying Shareholders. In such event, Shareholders are advised to seek independentlegal advice.

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10. TIMES AND DATES

The Company shall, at its discretion and after consultation with its financial and legal advisers, be entitledto amend the dates that Provisional Allotment Letters are despatched or dealings in Nil Paid Rightscommence and amend or extend the latest date for acceptance under the Rights Issue and all related datesset out in this document and in such circumstances shall announce such amendment via a RegulatoryInformation Service and notify the UKLA.

In the event such an announcement is made, Qualifying Shareholders may not receive any furtherwritten communication in respect of such amendment or extension of the dates included in thisdocument.

If a supplementary prospectus is issued by the Company two or fewer Business Days prior to the latest timeand date for acceptance and payment in full under the Rights Issue specified in this document (or such laterdate as may be agreed between the Company and the Underwriters), the latest date for acceptance under theRights Issue shall be extended to the date that is three Dealing Days after the date of issue of thesupplementary prospectus (and the dates and times of principal events due to take place following such dateshall be extended accordingly).

11. GOVERNING LAW

The terms and conditions of the Rights Issue as set out in this document and the Provisional Allotment Letterand any non-contractual obligations arising out of or relating thereto shall be governed by, and construed inaccordance with, the laws of England and Wales. The New Common Shares will be created and issuedpursuant to the Company’s Articles and By-Laws in accordance with the CBCA and the New DepositaryInterests will be created and issued pursuant to the Deed Poll.

12. JURISDICTION

The courts of England and Wales are to have exclusive jurisdiction to settle any dispute which may arise outof or in connection with the Rights Issue, this document and the Provisional Allotment Letter and anynon-contractual obligations arising out of or relating thereto. By accepting rights under the Rights Issue inaccordance with the instructions set out in this document and, in the case of Qualifying Non-CRESTShareholders only, the Provisional Allotment Letter, Qualifying Shareholders irrevocably submit to thejurisdiction of the courts of England and Wales and waive any objection to proceedings in any such court onthe ground of venue or on the ground that proceedings have been brought in an inconvenient forum.

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PART 4

INFORMATION ON ENTERTAINMENT ONE LTD.

1. INTRODUCTION

Entertainment One is a leading international entertainment group focused on the acquisition, production anddistribution of film, television, music and family content for distribution through multiple media channelsacross the Group’s global network.

The Company is domiciled and incorporated in Canada as a corporation under the CBCA. During the yearended 31 March 2015, the Group released 227 films into the cinema and produced 520 half hours of originaltelevision programming. The Group’s total revenue for the year ended 31 March 2015 was £785.8 million(2014: £823.0 million). The Group’s Underlying EBITDA increased to £107.3 million (2014: £92.8 million).

The Group is operated through two Divisions, Film and Television, as described in more detail at paragraph 5of this Part 4 (Information on Entertainment One Ltd.). The Group’s Film Division acquires, markets,promotes and distributes films in Canada, the UK, Benelux, Spain, Australia, New Zealand and the US, aswell as producing a small number of feature films. The 227 films the Group released into the cinema duringthe year ended 31 March 2015 generated box office revenues of US$308.0 million in the countries in whichthe Group had distribution rights.

The Directors believe the Group is one of the film industry’s largest independent, multi-territory distributors.As of December 2014, the Group was the largest independent film distributor in Canada, the UK and Spain,and a leading independent film distributor in Benelux, Australia and New Zealand, in each case based on boxoffice revenues. For the year ended 31 March 2015, the Film Division generated £592.6 million of revenueand £73.1 million of Segment Underlying EBITDA. Excluding inter-segment sales eliminations and Groupcosts, the Film Division accounted for 74 per cent. of total revenues and 64 per cent. of Underlying EBITDAfor the same period.

The Group’s Television Division is comprised of the North American-based television production and salesbusiness and UK-based Family Business, which creates, develops and produces children’s programming.The Television Division’s primary activities are the production of television programming, acquisition oftelevision content rights and exploitation of branded properties through licensing and merchandisingactivities. It also incorporates the results of the Group’s US-based music label, which produces and releasesmusic tracks and albums from artists across a wide variety of genres.

As one of North America’s leading independent television producers, the Group produces original televisionprogramming for sale to major television networks, retaining rights to distribute the programming across allgeographies in perpetuity. A significant portion of the production budget is secured from third parties priorto the start of production, which minimises risk. The Group also acquires rights to third-party televisionproductions for distribution in North American and international markets. The Group’s originalprogramming includes scripted dramas, such as mystery drama Haven, suspense dramas Rogue and Hell onWheels, medical drama Saving Hope and police drama Rookie Blue, as well as non-scripted reality showsand documentaries. The Group co-produces award-winning family programming, including the animatedseries Peppa Pig and Ben & Holly’s Little Kingdom, supported by global brand licensing and merchandisingoperations in the UK, North America and Australia. For the year ended 31 March 2015, the TelevisionDivision generated £227.6 million in revenue and £41.6 million of Segment Underlying EBITDA. Excludinginter-segment sales eliminations and Group costs, the Television Division accounted for 26 per cent. of totalrevenues and 36 per cent. of Underlying EBITDA for the same period.

On the basis of an independent valuation, the Directors believe that, as at 31 March 2015, the overall valueof the Group’s content library was more than US$1 billion (2014: US$801 million; 2013: UD$650 million),and now comprises more than 40,000 film and television titles, over 4,500 hours of original televisionprogramming and 45,000 music tracks. In this context, “valuation” means the net present value of cash flowsexpected to be generated from the Group’s library of titles.

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The Group distributes its film, television and music content across all media channels, including cinema,television, physical home entertainment and digital platforms such as downloading and streaming services.

The charts below show the Group’s distribution of revenue for the year ended 31 March 2015 analysed bygeographic areas in which the Group operates and by exploitation window:

Revenue by geography:

Revenue by exploitation window:

2. HISTORY AND DEVELOPMENT OF THE COMPANY

The Group was founded in 1973 as Records on Wheels Limited, a record and tape retailer, in Ontario,Canada. By 1980, the Group had expanded its operations to include record and video distribution. In 2001,the Group extended its CD and DVD distribution business to internet retailers, before listing on the TorontoStock Exchange as ROW Entertainment Income Fund in 2003.

Entertainment One acquired the assets of Entertainment One Ltd. Income Fund and was admitted to tradingon the AIM market of the London Stock Exchange in 2007.

On 15 July 2010, the Group stepped up from AIM to the Main Market of the London Stock Exchange withits shares admitted to the standard listing segment of the Official List. In 2013 the Group moved to thepremium listing segment of the Official List and was included in the FTSE 250 UK Index. Since listing on

■ Canada 33%

■ UK 25%

■ US 19%

■ Rest of Europe 14%

■ Rest of World 9%

■ Home Entertainment 32%

■ Broadcast and Digital 47%

■ Theatrical 10%

■ Other 11%

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the London Stock Exchange in March 2007, Entertainment One has completed a number of acquisitions, asset out below.

Entertainment One key acquisitions:

July 2007 Acquisition of Contender Entertainment, an independent distributor of filmedentertainment in the UK, for consideration of £46.7 million. The acquisition providedthe Group’s business with a unique opportunity to establish a strong, initial presence inthe UK market.

August 2007 Acquisition of Seville Pictures, an independent distributor of filmed entertainment inCanada, for consideration of £2.7 million.

January 2008 Acquisition of RCV Entertainment B.V., an independent distributor of filmedentertainment in Benelux, for consideration of £32.4 million. The acquisition furtheradvanced the Group’s strategy of becoming the leading multi-territory, independent filmdistributor.

September 2008 Acquisitions of Barna-Alper Productions Inc., Blueprint Entertainment Corporation andMaximum for an aggregate consideration of £34.4 million. These acquisitions formedthe foundation of the Group’s Television businesses.

May 2011 Acquisition of the Hopscotch group of companies operating in Australia and NewZealand, for consideration of £18.3 million which expanded the Group’s film businessin Australia and New Zealand and strengthened the Group’s distribution network inEnglish speaking markets.

January 2013 Acquisition of the Alliance Films group of companies, an independent distributor offilmed entertainment in Canada, the UK and Spain for consideration of £157.0 million.The acquisition established the Group as the largest independent film distributor in eachof the Canadian and UK markets and added a new territory, Spain, to the Group’s globalfootprint. In addition, the acquisition meant the Group gained access to Alliance’slibrary of more than 11,500 film and television titles, including some of the mostcommercially successful independently produced titles of recent times. Furthermore, theacquisition provided the Group with increased access to film content via outputagreements with a number of successful independent film studios and the opportunity togenerate cost synergies.

July 2013 Acquisition of Art Impressions Inc., a brand and licensing business based in the US, forconsideration of £5.0 million. Art Impressions develops teen and tween brands includingSo-So Happy, Skelanimals, and Galaxy Girls. The acquisition expanded the number ofbrands the Group manages, broadened the Group’s in-house merchandising expertiseand increased the coverage of the Family Business.

May 2014 Acquisition of 50 per cent. stake in Secret Location, a joint venture with a Canadianinteractive digital media agency and one of the Group’s current suppliers, forconsideration of £2.5 million.

June 2014 Acquisition of the Phase 4 Films group of companies, an independent film and televisiondistributor in Canada and the United States for consideration of £11.9 million. They area full service film distribution company including sales, marketing, and licensing withoperations in nine Canadian and US cities. This acquisition strengthened the Group’smarket shares in these territories.

July 2014 Acquisition of the Paperny Entertainment group of companies, an independenttelevision producer operating across Canada and the United States for consideration of£15.1 million. The acquisition represented a compelling opportunity to expand andstrengthen the Group’s Television Division, improve the balance between scripted andnon-scripted programming, and provide incremental management team capability.

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August 2014 Acquisition of Force Four Entertainment, a Canadian television production company,for consideration of £6.0 million. The Directors believe this acquisition will strengthenthe Group’s activity in scripted and unscripted television and further enhance theGroup’s international sales.

January 2015 Acquisition of 51 per cent. stake in The Mark Gordon Company, an independenttelevision and film producer based in the United States for consideration of £86.3million, comprising US$127.5 million in cash and US$5.1 million in Common Shares.The Mark Gordon Company is an LA-based independent studio that develops andproduces premium television and film content for the major US networks andinternational distribution, including the production of studio films. As part of theacquisition, the Group obtained the exclusive worldwide right to distribute the film andtelevision outputs of the venture. Mark Gordon, who founded The Mark GordonCompany in 1987, is an award-winning film and television producer with a strong trackrecord. As part of the acquisition in January 2015, Mark Gordon entered into a new longterm employment agreement with The Mark Gordon Company.

3. CANADIAN HERITAGE

In order to meet certain Canadian regulatory requirements for film and television distribution companiesunder the Investment Canada Act, the Company must meet certain requirements relating to the nationality,residency and independence of directors, including:

• at least two-thirds of the directors must be Canadian;

• a majority of the directors must be Resident Canadians;

• a majority of the directors must be independent;

• at least two-thirds of those directors present must be Canadian, and a majority of directors presentmust be independent to constitute a quorum for the transaction of business at any Board meeting ofthe Company; and

• Canadians must comprise at least half of the directors on the Audit Committee and any other suchcommittee of directors, the chair of any committee of the directors must be Canadian and at least halfof the directors present must be Canadian to constitute a quorum for the transaction of business at ameeting of any committee.

For the purposes of this paragraph, ‘Canadian’ has the meaning given to that term in the InvestmentCanada Act.

4. MARKET OVERVIEW

4.1 Overview of global film, television and music markets

(A) Film

The film distribution value chain encompasses the exploitation of films in cinemas and inancillary markets such as physical home entertainment purchases and rentals, digitaldistribution (including video-on-demand and subscription video-on-demand), broadcasttelevision, cable television and pay television, with a film generating the majority of its revenuewithin a three year period.

Distributors enable film producers to finance the production of films by providing contractualminimum guarantee commitments, based on the expectation of revenues derived fromdistribution, which producers in turn use to obtain production financing.

When the film is released in the cinema, distributors begin to recoup their minimum guaranteeand other costs (such as marketing) from the revenues remaining after the cinemas take theirshare of box office revenues.

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As films move from the cinema into other distribution channels, it is the same distributioncompanies that control the rights in each exploitation window, usually for a period up to 15 to25 years. They can generate revenues from a number of different models, insulating themselvesagainst volatility in any particular market. The release of new product into each channel isscheduled based on accepted industry standards to ensure that each channel enjoys a period ofexclusivity before release into the subsequent channel. This helps to maximise revenuegeneration across the entire lifecycle of the film.

Distributors are paid a distribution fee from the revenues generated by a film and are able torecover their minimum guarantee payments and other costs paid by them.

Based on The Media Reports, the global film market for 2014 was estimated to be worthUS$85.4 billion, incorporating box office ticket sales, home entertainment products, andrevenues generated from television broadcasters, online access and digital streaming. This isexpected to increase to US$104.6 billion by 2019 (4.1 per cent. 2014-2019 CAGR), withgrowth expected to be driven by the quality and consumer-appeal of the underlying creativeproduct and the availability of distribution channels. In particular, film market growth has beenunderpinned by the rapid shift to digital formats, which has offset declines in physical formats.

According to The Media Reports, in 2014, the United States was expected to representapproximately 33.0 per cent. of the global film market, followed by the EMEA region,representing 30.7 per cent., with Canada and Australia representing 3.6 per cent. and3.2 per cent., respectively.3

The following graph shows actual and estimated global film industry revenue4:

The Group believes the outlook for the global cinema business is strong, with cinema-goingremaining an affordable night out for many consumers as well as retaining, for many films, its“event” nature, thanks to the big screen experience. Cinema has thereby remained relativelyresilient in the face of competing pressures for consumer dollars from the growth of socialmedia, video gaming and general internet use.

According to The Media Reports, the market for releases into the cinema has been growing asticket prices have increased with the increased implementation of digital screens. Admissionnumbers have remained consistent in recent years and the market is expected to continue to

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10 11 12 13 14E 15E 16E 17E 18E 19E

84 84 84 8588

9195

99

105

CAGR 2010-14: 0.6%CAGR 2014-19E: 4.1%120

100

80

60

40

($bn)

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4 Source: Derived from underlying figures taken from The Media Reports.

grow, driven by technological developments. Box office revenues are expected to increase toUS$48.3 billion by 2019 (2014: US$36.7 billion).

According to The Media Reports, the overall physical home entertainment market is expectedto continue to decline as consumers switch to digital viewing to watch films in their homes andon the move. Revenues are expected to decline to US$22.8 billion by 2019 (2014:US$30.8 billion).

According to the Media Reports, the digital distribution and consumption of filmed content isbecoming increasingly well established, with revenues expected to increase fromUS$15.3 billion in 2014 to US$30.3 billion by 2019, more than offsetting the decline expectedin the physical home entertainment market. This growth is expected to be driven by increasedbroadband speeds, improved hardware and a wider consumer offering, including new digitaldownloading and streaming services led by iTunes, Amazon Prime, Netflix and Hulu.5

(B) Television

The television value chain is based on the ability of television networks and subscriptionservices to derive revenue from television advertising and subscription charges. In addition, ina number of jurisdictions, publicly funded broadcasters also exist and these services may befunded by a combination of advertising and public subsidies. All of these services rely on theavailability of television content to drive audience numbers.

Based on The Media Reports, a key factor driving television production volume is the outlookfor growth in global television subscriptions, advertising and licence fees. According to TheMedia Reports, combined global television subscriptions and licence fees and advertisingrevenues were estimated to be worth US$406.9 billion in 2014 and are expected to grow toUS$483.9 billion by 2019 (3.5 per cent. 2014-2019 CAGR). North America accounted for 44per cent. of such global subscription and advertising revenues and is the core market for theGroup’s production strategy, which positions the Group to grow its revenue from the sale ofprogramming to broadcasters.6

The US, UK and Canada made up approximately 49 per cent. of the global televisionsubscription and licence fees and advertising revenues in 2014 and are Entertainment One’score production territories.

The following graph shows actual and estimated global television revenues.7

10 11 12 13 14E 15E 16E 17E 18E 19E

341358

374 387407 421

439

484470453

CAGR 2014-19E: 3.5%

CAGR 2010-14: 4.5%

Subscription and licence feesAdvertising

500

400

300

200

100

0

($bn)

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The following graph shows global television broadcasting revenues8.

The independent production market has seen significant consolidation in recent years as largecompanies of scale with global operations across North America and Europe have been createdthrough a series of acquisitions. These groups have also developed international sales anddistribution divisions via which they market the rights to their growing content libraries.

The IBISWorld Inc. Report, published in August 2015, forecasts that the US televisionproduction industry will generate revenues of US$34.7 billion in 2015, and grow at a rate of0.6 per cent. per annum to 2020.9

The US television market is going through a period of disruption with incumbent cablenetworks being threatened by IPTV services from telecom companies and streaming servicessuch as Netflix. Competition for consumer audiences continues to provide opportunities forproducers of exclusive television programming. While the traditional broadcast televisionmodel remains robust, the market for “television-like” content is changing quickly with newforms of viewing emerging, more catch-up, more consumption on connected and mobiledevices and the advent of multi-screen viewing.10

Beyond traditional broadcasters, there are several new commissioners of original programmingthat have emerged recently in the online domain, such as Netflix, Hulu, Amazon Prime, andYahoo!. The competition for viewership between these new entrants and the broadcasters canbe expected to contribute to the growth in overall investment in production.11

(C) Music

According to The Media Reports, the total global recorded music market is projected to declineat a CAGR of -2.1 per cent. through 2019 to approximately US$17.4 billion in revenuesannually, but with digital recorded music revenues expected to increase from an estimatedUS$9.4 billion in 2014 to US$10.6 billion in 2019 (representing a 2.5 per cent. 2014-2019CAGR). Aided by the global rollout of a number of international download and subscriptionservices, physical format sales (largely CDs) are expected to be overtaken by digital salesduring 2015. The shift to digital is expected to follow higher growth in less developed markets,such as Asia Pacific, than more developed markets, such as the United States and Europe.12

5. BUSINESS OVERVIEW

The Group operates through two Divisions, the Film Division and the Television Division.

200

150

100

50

0

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

CAGR10-14:

3.7%

2.2%7.5%

13.1%

1.2%

CAGR14-19:

2.1%

2.5%6.7%

6.7%

0.8%

Global television broadcasting revenues ($bn)

($bn) US Canada EMEA Asia Pacific Latin America

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8 Source: Derived from underlying figures taken from The Media Reports.

9 Source: The IBISWorld Inc. Report




5.1 Film Division

The Group’s Film Division focuses on the acquisition of exclusive film content rights and theexploitation of these rights on a multi-territory basis across all media channels, including cinema,physical home entertainment, and broadcast and digital, as well as the production of a small numberof films.

(A) Acquisition of distribution rights

The Group acquires exclusive rights from film producers to distribute films into one or moreof the Group’s territories for monetisation across all media channels for a period of 15 to 25years. The Group typically acquires rights to a film prior to its production in exchange for a“minimum guarantee”, which is an advance payment against the film producer’s share ofrevenues in the relevant distribution territories. As is standard in the industry, the Group is notrequired to pay the minimum guarantee for a film until delivery of materials and applicableclearances, which typically occurs just before the theatrical release of the picture. During theyear ended 31 March 2015, the Film Division invested £154.2 million in new film content anddistributed 227 films into the cinema which generated box office revenues of US$308.0 millionin the countries in which the Group had distribution rights.

(B) Distribution revenue

The Group earns distribution fees in connection with films it distributes, typically defined as aset percentage of a film’s revenues generated in the territories where the Group has distributionrights for the film. Pursuant to agreements with film producers, the Group is entitled to retainthe distribution fee and recoup costs incurred in relation to exploitation of the content rights,including the minimum guarantee, press/advertising, other marketing costs and DVDreplication. If there are additional revenues after this recoupment (referred to as “overage”),those are shared with, or paid to, the film producer according to the terms of the relevantdistribution agreement. The Group is entitled to collect revenue from the distribution of a filmacross all media channels for the entire 15 to 25 year period for which it has acquireddistribution rights. However, typically the substantial majority of the total cash from thedistribution of a film is generated within the first three years of distribution as shown in thechart below:

(C) Output agreements

The Group acquires rights for certain films under multi-picture output agreements. Underoutput agreements, the Group obtains long term distribution rights for all films or a specifiedsubset of films produced by the film studio during the term of the agreement. The Group hasmulti-year output deals in place with a number of leading independent film producers,including Summit Entertainment, The Weinstein Company, Miramax Films, LionsgateEntertainment and DreamWorks. The Group has also recently agreed terms with film producersincluding Open Road, Endurance Media and Hammer Films. The Group’s output deals aretypically three to five years in duration and the current output agreements, which accounted forapproximately 24 per cent. of the films the Group released in the year ended 31 March 2015,provide the baseline volume for the Group’s annual film release schedule, complementing the

Production

Consumer

DistributionAcquires long term right

from producersMarkets and promotes

films to consumersSells to cinemas, broadcastersand retailers (DVD and digital)

Pre-Release

Theatrical

Home EntertainmentVOD/Pay per View

Pay TVSVODFree Specialty TV

Indicative Film Cash Flow Profile

Film Value Chain

Pay MinimumGuarantee

Box OfficeRelease

6 Months 12 Months 24 Months 36 Months

+

-

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Group’s single title acquisitions. The Group continues to explore opportunities to partner withother independent studios through additional output deals.

(D) Media channels

The Group primarily distribute films via the cinema, physical home entertainment, broadcastand digital channels.

The slate of films to be distributed in each of the Group’s territories is selected and managedlocally, as the Directors believe local teams have important insight into their market andaudience preferences.

Cinema releasesIn deciding which films to acquire for release into the cinema, the Group considers a variety offactors including the expected critical response, marketability and potential for commercialsuccess for each film, as well as the cost to acquire the rights, the estimated distribution andmarketing expenses required to maximise the targeted audience and the post-cinema marketpotential. In developing its cinema release distribution schedule, the Group takes into accountcinema attendance patterns and competition from other studios’ scheduled theatrical releases,planning wide or limited initial releases, depending on the film. For the year ended 31 March2015, the Group generated £79.7 million, or approximately 13 per cent., of the Group’s totalfilm segment revenue from film releases into the cinema. The Group’s schedule of theatricalreleases increased from 214 for the year ended 31 March 2013 to 275 for the year ended31 March 2014 and decreased to 227 for the year ended 31 March 2015.

Physical home entertainmentThe Group distributes physical home entertainment through its in-house physical homeentertainment warehousing operations in North America and through outsourcingarrangements in its other territories. For the year ended 31 March 2015, the Film Divisiondistributed 690 films for the physical home entertainment market (2014: 611) and generated£246.0 million, or approximately 42 per cent., of its total film segment revenue from thephysical home entertainment channel. Over the last three years, the physical homeentertainment market, and, accordingly, the Group’s physical distribution revenues, havedeclined as consumer demand has shifted towards alternative media channels such as video-on-demand and internet distribution. The Group expects this decline to continue, offset bycorresponding growth in digital formats and revenues.

Broadcast and digitalFollowing a film’s release into the cinema, the Group monetises its content rights across anumber of broadcast and digital media channels, including video-on-demand/pay-per-view,pay television/subscription video-on-demand and free/specialty television. The key digitalmedia channels that the Group utilises are Netflix, Google, AmazonPrime, YouTube, Hulu,iTunes and blinkbox. While revenue decreased in absolute terms, the Film Division continuedto see an increasing proportion of sales from broadcast and digital channels, with revenues of£214.6 million for the year ended 31 March 2015 (2014: £220.4 million).

(E) Entertainment One Features

The Film Division began producing and co-producing a small number of feature films in 2010,acquiring underlying rights and developing new scripts to produce an average of three to fivefilms per year. The Group takes a disciplined approach to film production and focuses on lowto medium budget films which the Group expects to have strong audience appeal in the UK andother core territories. In the year ended 31 March 2015, the Group released Woman in Black 2:Angel of Death and Suite Française, generating global box office revenues of £62 million as at19 May 2015. The Group has a number of films in production and due for release in late 2015,including Sinister 2 and Eye in the Sky.

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The Group typically seeks to mitigate the financial risk associated with film production by oneor more of the following methods: negotiating co-production agreements (which provide forjoint efforts and cost-sharing between one or more third-party production companies), applyingfor available local tax credits and incentives, taking advantage of any applicable governmentsubsidies and pre-selling international distribution rights in territories the Group does notcover. The Group looks to retain distribution rights to the films in its own territories, as well asreceiving overages, if payable, from the worldwide exploitation of the film.

The Group’s distribution business benefits from the production and international filmbusinesses, not only as it gives earlier access to content at competitive prices, but also becauseit provides an opportunity to improve margins.

5.2 Television Division

The Group’s Television Division’s focus is on the production of television programming, theacquisition of television content rights and the exploitation of branded properties through licensingand merchandising activities. The Group develops, produces, distributes and licenses televisionprogramming to partners, networks and on devices worldwide. The Group’s content library includesmore than 4,500 hours of television programming.

The Group’s Television Division comprises North American and UK-based television productionbusinesses and international sales business, as well as the UK-based Family Business. The TelevisionDivision also incorporates the results of the US-based music label.

For the year ended 31 March 2015, television production and sales generated 65 per cent. ofTelevision Division revenue while Family and Music generated 27 per cent. and 8 per cent. ofTelevision Division revenue, respectively.

(A) Television production and sales

The Group develops and produces original television programming for broadcast in coretelevision production territories of Canada, the US and the UK as well as internationaldistribution outside those territories. The Group focuses on producing commercially successfulprogramming while minimising financial risk and retaining maximum exploitation rights in-house. During the year ended 31 March 2015, Televison production and sales invested £100.7million in acquired television content and production and delivered 520 half hours of content.For the year ended 31 March 2015, television production and sales generated £148.4 million,or 19 per cent., of the Group’s total revenue.

The Group has a number of commissions from major US networks, including NBC, ABC,CBS, Fox, HBO and AMC. The Group’s programming spans a variety of genres, includingscripted drama, non-scripted reality, documentaries and children’s programming, and multipleformats, including series, television films, mini-series and specials. Some of the Group’s keyprogrammes include Rookie Blue, which has recently delivered its sixth season, Haven, whichhas delivered its sixth season, Hell on Wheels, which has been commissioned for a fifth season,and Saving Hope.

The Group typically finances television programming on a production-by-production basis byway of interim production financing. The majority of the Group’s television productionsbenefit from the significant government-backed financing initiatives available to Canadianproducers, typically the Group requires that at least 85 per cent. of the production budget hasbeen secured through Canadian government financial assistance, tax credits and/or broadcasterpre-sales before production commences.

The Group sells original television programming to broadcasters on a series-by-series orindividual show basis for broadcast on free television, pay television, subscription video-on-demand and digital platforms. The Group has an agreement in place with Amazon Prime in theUnited Kingdom and Germany, which has increased the Group’s revenue from digital

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platforms. In total, the Group sells its programming to more than 500 broadcasters in over 150territories. With respect to programming, the Group retains international rights to the contentfor distribution and exploitation through the Group’s network. Pursuant to the Group’sagreements with broadcasters, the Group normally receives initial payment upon delivery ofthe programming content, with additional sales revenue received over a specified revenueperiod. The agreements with broadcasters are typically in relation to one season initially, withrenewal agreements relating to one or multiple seasons.

The Group also distributes third-party television content throughout its international network.In September 2013, the Group signed an exclusive multi-year television distribution agreementfor all original scripted series with US-based AMC Networks and the Sundance Channel,which includes Red Road, Halt and Catch Fire and Turn.

Acquisition of The Mark Gordon CompanyIn January 2015, the Group acquired a 51 per cent. stake in The Mark Gordon Company, anindependent television and film producer based in the US for consideration of £86.3 million,comprising US$127.5 million in cash and US$5.1 million in common shares. The MarkGordon Company is an LA-based independent studio that develops and produces premiumtelevision and film content for the major US networks and international distribution, includingthe production of studio films. As part of the acquisition, the Group obtained the exclusiveworldwide right to distribute the film and television outputs of the venture.

Mark Gordon, who founded The Mark Gordon Company in 1987, is an award-winning filmand television producer with a strong track record. As part of the acquisition in January 2015,Mark Gordon entered into a new long term employment agreement with The Mark GordonCompany.

On 19 May 2015, the Company entered into an amendment to the shareholders agreement inrespect of its shareholding in The Mark Gordon Company and, as a result, the Company nowhas control over certain key board and shareholder decisions of The Mark Gordon Company,whereas previously all such decisions were made on a joint control basis between the Companyand Mark Gordon (the holder of the remaining 49 per cent. interest). Therefore, The MarkGordon Company was fully consolidated into the Group’s financial statements as a subsidiaryfrom 19 May 2015, a change to the accounting shown in the financial statements for year ended31 March 2015 where the entity was accounted for as a joint venture.

(B) Family Business

The Group’s Family Business creates, produces and distributes children’s programming, aswell as licensing related intellectual property for merchandising sales. The Family team isbased in the UK and supported by teams in Toronto, Los Angeles and Australia. The Group’sFamily content is broadcast in more than 180 territories.

The Group’s key Family programming asset is the BAFTA Award-winning Peppa Pig which isco-produced with Astley Baker Davies Limited. Over 200 episodes of the Peppa Pig TV serieshave been produced to date and the series has been broadcast in over 180 territories, and hasrecently expanded into new broadcast territories such as Latin America, China and South EastAsia. Peppa Pig is the Group’s most successful licensing property and is the number one pre-school licensed property in the UK and a number of other territories around the world, beingSpain, Brazil, Mexico and Australia. Peppa Pig is also the top rated show on Nick Jr. There isstrong demand for television and App content from leading content platforms including Apple,Netflix, Amazon, YouTube, Google Play and Microsoft and there have been over 3 millionPeppa PigApp downloads globally. Forbes also named Peppa Pig as one of Google Shopping’stop 10 kids toy brands in 2014. The Group has secured merchandising deals in relation toPeppa Pig in the US across multiple categories including toys, books and clothing.The cumulative number of Peppa Pig licensing agreements worldwide exceeded 600 as of31 March 2015.

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Astley Baker Davies Limited, TEF and Entertainment One UK Limited have entered into theNew Co-Production Agreement with Entertainment One UK Limited for the production of newepisodes of Peppa Pig, which is conditional on Completion.

The Group’s animated series Ben & Holly’s Little Kingdom,which won the pre-school categoryat the second International Entertainment One Kids Awards in February 2014, is broadcast inthe UK, Spain, Italy, Germany and the US. Licensed merchandise is currently available in theUK, Australia and Spain, and the Group anticipates launching licensed merchandising inadditional markets in the next year, including in Italy, Germany and the US.

The Group’s new CGI animated series, PJ Masks, had its broadcast debut on Disney Channelsin the US on 18 September 2015 and will debut on France 5, in France, later this autumn.

In addition, the Group is in production on a new animated show for 6-12 year olds, calledWinston Steinburger and Sir Dudley Ding Dong, for broadcast in association with TeletoonCanada and ABC3 Australia.

Companies license the right to use the Group’s characters’ imagery on particular products andpay royalties to the Group as rights owners. Pursuant to the terms of the Group’s licensingagreements, manufacturers are required to produce merchandise according to strict imagerycriteria specified and approved by the Group. The Group has developed and maintains styleguides in relation to product imagery and approve merchandise production on that basis.

For the year ended 31 March 2015, the Group’s Family Business generated £60.8 million, or 8per cent. of the Group’s total revenue.

(C) Music label

The Television business also includes the Group’s music label which is based in New York andproduces and releases music tracks and albums from artists across a wide variety of genres. TheDirectors believe that the Group is the largest independent music label in the United States. TheGroup has a significant catalogue, including the Death Row Records catalogue which itpurchased in 2013. The music label has strategic value because it provides a source of musiccontent for the Group’s film and television productions and allows the Group to monetise someof the music produced from its films and television programmes. For the year ended 31 March2015, the Group’s music business generated £18.4 million, or 2 per cent. of the Group’s totalrevenue.

5.3 Intellectual Property

The Group typically does not own the intellectual property rights to a particular film which itdistributes, instead holding the right to exploit that film through a licence agreement coveringspecified jurisdictions, which is usually held over a 15-25 year period. Where the Group develops itsown original content (largely within the Television Division but also including the film productionbusiness), the intellectual property rights to that programming tends to be retained.

Within the Family Business, the Group registers trademarks of various properties with internationaltrademark authorities in order to protect the ability to continually monetise these properties by way oflicensing agreements.

5.4 Competition

The Group faces competition from a number of industry participants in securing and exploitingcontent distribution rights.

The “major studios”, traditionally regarded in the entertainment industry to mean Paramount, SonyPictures, 20th Century Fox, Universal, Disney and Warner Bros., have historically dominated the filmindustry. These studios, all of which are owned by media conglomerates with a variety of operations,have historically produced and distributed the majority of films released into the cinema annually in

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the US. The major studios have in-house global distribution networks and accounted forapproximately 81 per cent. (based on box office revenue) of global film distribution in 2014.13

Other studios, such as DreamWorks, Miramax Films, Lionsgate Entertainment, The WeinsteinCompany and Summit Entertainment, are referred to as “independent” studios. Independent studios,which accounted for approximately 19 per cent. (based on box office revenue) of global filmdistribution in 2014, typically do not have their own international distribution infrastructure andconsequently sell long-term rights to distributors such as the Group. The Directors believe that theGroup is one of the largest independent global distributors in the industry based on box office revenuefor the calendar year 2014. Other independent distributors include StudioCanal, a multi-territorydistributor, and single-territory distributors, such as Village Roadshow and Entertainment FilmDistributors. The film titles for which the Group obtains distribution rights compete for consumeracceptance with other films released into the marketplace at or around the same time. Each film theGroup releases in cinemas competes for box office receipts, release periods and cinema screens. Inaddition, once the Group’s films are released in the physical home entertainment market the Groupcompetes with other distributors for finite bricks-and-mortar retail and rental shelf space, for whichthere has been a significant increase in competition in recent years, and from online and direct-to-consumer retailers.

The Group competes with other television producers in relation to sales of television programming tonetworks, television audiences and broadcast slots and also faces competition from other film andtelevision producers for the services of talented writers, directors, producers, actors and otheremployees. Some of the Group’s competitors have substantially greater marketing and financialresources than those available to the Group and may be able to compete aggressively in order toincrease box office revenues and television air time.

More broadly, film and television titles and original programming compete with all forms ofentertainment and other consumer leisure activities, including video games, the internet and othercomputer-related activities.

6. THE GROUP’S STRENGTHS AND STRATEGY

Please see paragraph 2.3 of Part 7 (Operating and Financial Review) for an overview of the Group’s currentstrategy.

The Directors believe that the Group benefits from the following key strengths:

Leading market position in large and growing global film and television markets

Independent film studios and producers, which account for approximately 19 per cent. of global filmproduction14, generally do not own international distribution infrastructure. Consequently, independentstudios and producers need to sell content rights to distributors such as the Group to manage the release oftheir films into the cinema and the subsequent distribution via other media channels, including digital inorder to secure financing for their productions. As well as its core distribution territories, the Group also hasa presence in the US and distribution partnerships in France, Germany, Scandinavia and South Africa. TheGroup has strong relationships with a number of independent film production companies and has multi-yearoutput deals in place with many of the world’s leading independent film producers, including SummitEntertainment, The Weinstein Company, Lionsgate Entertainment, Focus, Miramax Films and DreamWorks.The Group has also recently put deals in place with film producers including Open Road, Endurance andHammer Films.

Based on estimated 2014 figures, the global film industry generated revenues of US$85.4 billion in 2014through cinema releases, physical home entertainment, digital downloads, streaming and television sales.Outside the US, where the Group has its main film operations, revenues reached an estimatedUS$57.2 billion in 2014. Film market growth has been underpinned by the rapid shift to digital formats

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13 Source: www.imdb.com

14 Source: www.imdb.com

where the Group is well positioned, and where increased revenues have offset declines in physical formatssuch as DVD and Blu-ray.15

The global film market is expected to generate revenues of US$104.6 million by 2019.16

The Group is also a leading independent television producer in North America, selling its own originaltelevision content as well as third-party acquired television productions to networks globally, including themajor US networks and international pay TV networks, with sales to over 500 broadcasters in over 150territories around the world. The Group also has significant family programming licensing and productionproperties, including Peppa Pig, which is the number one pre-school toy licensed property in the UK and anumber of other territories.

According to The Media Reports, the global television industry is expected to generate US$483.9 billion insubscription and advertising revenues and licensing fees by 2019, a 3.5 per cent. CAGR increase from the2014 estimate of US$406.9 billion. North America accounted for 44 per cent. of such global subscriptionand licensing revenues and is the core market for the Group’s production strategy, which positions the Groupto grow its revenue from the sale of programming to broadcasters.17

The Directors believe that both the global film and television markets should continue to grow and provideopportunities for increasing revenues whilst believing that the established market positions, reflecting theGroup’s strong, long-standing relationships with cinema chains, retailers, digital providers and broadcasters,provide it with a competitive advantage across its global network.

Proven track record of executing value enhancing acquisitions

The Group has successfully grown its business over recent years through a combination of a number ofcorporate acquisitions as well as organic growth. Through corporate acquisitions and partnerships, theGroup’s global footprint has extended and the ability to provide producers with the multi-territorydistribution service has expanded, building the Group’s profile and increasing its access to internationalmarkets for the Group’s own film and television properties. These acquisitions, especially the acquisition ofAlliance Films in January 2013, have driven revenue and Underlying EBITDA growth, which increased from£629.1 million and £62.5 million for the year ended 31 March 2013 to £785.8 million and £107.3 millionfor the year ended 31 March 2015, respectively.

In addition to increasing the size of the Company, the acquisitions have also enhanced the Group’s multi-channel distribution network, which allows maximisation of distribution across all platforms in morecountries. The Group focuses on acquiring businesses with an established industry profile and relationshipsand that it expects to be earnings accretive in the first year, are in target growth markets, exhibit businesssynergies or complementary revenue opportunities and that have experienced management with a closecultural fit to the Group.

In the Film Division, the Group specifically focuses on acquisitions in new territories, with smaller platformcompanies that can be up-scaled quickly through the addition of content, relationships and financing, andthat have existing content libraries. In the Television Division, the Group specifically focuses on acquisitionsof production businesses in complementary genres and those that provide the opportunity for territorialexpansion.

The recent acquisitions of Phase 4 Films, Paperny Entertainment, Force Four Entertainment, a 50 per cent.stake in Secret Location and a 51 per cent. stake in The Mark Gordon Company, are illustrative of this focus.After completing acquisitions, the Group implements initiatives where possible aimed at increasing theprofitability of the businesses acquired through economies of scale and reducing technical and administrativecosts.

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Significant scale across global platform

The Group is able to take advantage of the economies of scale provided by its network organisation bystreamlining administrative and overhead functions and controlling cost base. The Group’s scale, expertiseand global infrastructure in film and television and complementary industries, facilitates the Group’s abilityto operate effectively in a dynamic and changing market.

The Directors believe that the Group’s significant scale and global approach towards distribution also helpsto secure high-quality content. The Group’s financial scale allows investment in its content portfolio and tocompete for and successfully acquire the rights to leading films and television shows. As detailed above, theGroup has negotiated favourable long-term output licensing agreements for the acquisition of films fromquality studios and has secured long-term deals with top-tier US networks to sell their television productionsinternationally. In addition, the Group’s management teams in various core territories provide local expertiseon consumer preferences allowing the Group to successfully address the variations in local taste preferences.

Valuable and well diversified content portfolio

On the basis of an independent valuation, the Directors believe that, as at 31 March 2015, the overall valueof the Group’s content library was more than US$1 billion (2014: US$801 million; 2013: US$650 million),and now comprises more than 40,000 film and television titles, over 4,500 hours of television programming(spanning a wide range of genres, including scripted drama, non-scripted programming and family content)and 45,000 music tracks. In this context, “valuation” means the net present value of cash flows expected tobe generated from the Group’s library of titles.

During the year ended 31 March 2015, the Group invested £280.8 million in new film and television content,an increase of 1 per cent over the £276.8 million the Group invested in the prior fiscal year. The Group seeksto balance its film portfolio across multiple genres with releases across territories and by different contentproducers. With over 200 film releases into cinemas annually, the Group is not dependent on the commercialsuccess of any individual titles. Additionally, the Group monetises content across multiple media channels,which mitigates risk associated with individual end markets.

The Group generally acquires film and television rights for periods of 15 to 25 years across all media andtogether with exposure to multiple territories, which limits the Group’s risk.

The Group’s content library generates recurring and highly visible revenues and strong cash flow – in atypical financial year, more than 40 per cent. of film revenues are generated from the Group’s content libraryrather than from new releases. Due to lower costs, particularly in relation to print and advertising, thisrevenue from library titles has led to consistently strong Underlying EBITDA margins. The Group hasgenerated Underlying EBITDA margins of 9.9 per cent, 11.3 per cent. and 13.7 per cent. for the years ended31 March 2013, 2014 and 2015, respectively.

Highly experienced management team

The Group’s management team has extensive experience and industry know-how, market knowledge, and astrong reputation in the entertainment industry which the Directors believe enhances the Group’s credibilityand relationships with industry participants worldwide.

The CEO, Darren Throop, has over 20 years of executive management experience in the entertainmentindustry and has been with the Company for over 15 years, which means he has a deep knowledge of theGroup and the industry. As well as leading the Company’s financial and operational growth, the Group’smanagement team has a strong track record of acquiring and integrating businesses, as demonstrated by theintegration of the Alliance Films group of companies, which was acquired in January 2013. Throughacquisitions, the Group have also added key management with local expertise in the Group’s core territoriesand strong relationships with the territory’s content producers and distribution channels.

7. FURTHER INFORMATION

Your attention is drawn to the additional financial and other information set out in Part 8 (FinancialInformation on Entertainment One Ltd.) and Part 10 (Additional Information). In particular, the risk factorsset out in the section headed “Risk Factors” should be considered carefully.

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PART 5

DIRECTORS AND CORPORATE GOVERNANCE

1. DIRECTORS Date of current Date of expiry Date of appointment of current appointment contract/letter contract/noticeName Age Position to Board of appointment period

Non-Executive ChairmanAllan Leslie Leighton 62 Non-executive Chairman 31 March 2014 29 March 2014 6 months

Executive DirectorsDarren Dennis Throop 51 Chief Executive Officer 29 March 2007 None1*

Giles Kirkley Willits 48 Chief Financial Officer 29 March 2007 31 March 2010 12 months*

Non-Executive DirectorsClare Copeland 79 29 March 2007 21 May 2010 6 months

Robert William Allan 69 Non-executive Director 29 March 2007 21 May 2010 6 monthsRonald Atkey P.C., Q.C. 73 Non-executive Director 6 months

Garth Malcolm Girvan 66 Non-executive Director 29 March 2007 21 May 2010 6 monthsMark William Opzoomer 58 Non-executive Director 29 March 2007 21 May 2010 6 monthsLinda DeLisle Robinson 65 Non-executive Director 31 March 2014 18 May 2015 6 months

Notes:

1 Please see paragraph 10 of Part 10 (Additional Information) for further information.

* Notice by employee to Company is six months.

The business address of each of the Directors is 134 Peter Street, Suite 700, Toronto, Ontario, CanadaM5V 2H2.

The management expertise and experience of each of the Directors is set out below:

Allan Leighton, Non-Executive Chairman

Allan was formerly chief executive officer of ASDA, chairman of Royal Mail and Lastminute.com, deputychairman of Selfridges & Co Limited and George Weston Limited and also a former president and deputychairman of Loblaw Companies Limited. He was also formerly a non-executive director of British SkyBroadcasting plc and Dyson Ltd. Allan is 2nd deputy chairman of Pandora A/S, chairman of Office RetailGroup Limited, Matalan Retail Ltd, Pace plc and The Co-operative Group.

Darren Throop, Chief Executive Officer

Darren has over 20 years of executive management experience in the entertainment industry. Darren has beenChief Executive Officer of Entertainment One Ltd. since July 2003 and has been with the Group since 1999.Previously, Darren was the owner of Urban Sound Exchange between 1991 and 1999 when it was acquiredby the Group. Darren was appointed a non-executive director of IMAX Corporation on 1 June 2015.

Giles Willits, Chief Financial Officer

Giles joined the executive board of Entertainment One Ltd. in May 2007. He was formerly director of groupfinance at J Sainsbury plc from 2005 to 2007 and has held a number of financial and operational managementroles within Woolworths plc, Kingfisher plc and Sears plc. Giles is a chartered accountant having qualifiedwith PricewaterhouseCoopers.

Senior IndependentNon-executiveDirector

1 September2008

11 November2010

12 November2010

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Clare Copeland, Senior Independent Non-Executive Director

Clare is currently the vice-chair of Falls Management Company, a commercial development and casino inNiagara Falls, Ontario, Canada. From 1999 to 2013, Clare was the chairman of Toronto Hydro Corporation,a Canadian electricity provider. Clare was also chairman and chief executive of OSF Inc., a manufacturer ofretail store interiors between 2000 and 2002. Between 1993 and 1999, he was chief executive officer ofPeople’s Jewellers Corporation, a jewellery retailer. Clare is also currently a trustee of Chesswood GroupLimited, RioCan Real Estate Investment Trust, Danier Leather Inc., Telesat Canada and MDC Corporation.

Bob Allan, Non-Executive Director

Between 1997 and 2006, Bob was vice-president of MDS Capital Corp, a North American venture capitalcompany engaged in health and life science investments. Previously, Bob was vice-president financialoperations at the laboratory services division of MDS Inc., a public health and life sciences company. Priorto joining MDS, Bob was a vice-president of Unitel Communications Inc. Bob is a chartered accountant anda member of the Canadian Institute of Chartered Accountants. He is director of the Dr Tom Pashby SportsSafety Fund.

Ronald Atkey P.C., Q.C., Non-Executive Director

Ron is a lawyer who, until 2007, had been a partner at Osler, Hoskin & Harcourt LLP in Toronto for overthirty years. He has extensive experience in government regulation of Canadian cultural industries andcorporate transactions in the arts, entertainment and media sectors. In 1984, Ron was appointed by thefederal government as the first Chair of the Security Intelligence Review Committee and remains active inthe security intelligence field both as a university professor and in other public roles. He served as a Memberof the Canadian Parliament for two terms between 1972 and 1980 and was appointed Minister ofEmployment and Immigration in 1979 to 1980.

Garth Girvan, Non-Executive Director

Garth is currently senior counsel at the Canadian law firm McCarthy Tétrault LLP having joined the firm in1978. Garth was previously a non-executive director of the Canadian entertainment company IMAXCorporation, a director of the Canadian beverage distributor Corby Distilleries Limited and Silcorp Limited.Garth is called as a barrister and solicitor in Ontario (1978), Alberta (1982) and New York (1986).

Mark Opzoomer, Non-Executive Director

Mark has extensive knowledge of internet, communications and media markets in many different countriesand 25 years of corporate operating and deal-making experience. Mark is currently a partner in Bond CapitalPartners, non-executive chairman of Somo Global Ltd, a non-executive director of Blinkx plc and boardadvisor at Forward Internet Group Ltd. Previous non-executive directorships include Web ReservationsInternational Limited, Newbay Software Limited, Autonomy plc and Miva Inc. Previous operatingexperience includes chief executive officer of Rambler Media Ltd, regional vice-president of Yahoo! Europe,deputy chief executive of Hodder Headline, commercial and finance director of Sega Europe Ltd andcommercial director of Virgin Communications Ltd. Mark qualified as a chartered accountant through theCanadian Institute of Chartered Accountants, and has an MBA from IMD, Lausanne, Switzerland.

Linda Robinson, Non-Executive Director

Linda is a lawyer and retired partner of Osler, Hoskin & Harcourt LLP, a leading Canadian law firm, andformer chair of the firm’s National Business Law Department. At Osler her practice focused on mergers andacquisitions. Her industry experience includes broadcasting, publishing and entertainment and she has beena director of a number of companies, both public and private. She is currently a director and vice-chair ofInfrastructure Ontario, a crown corporation delivering and managing public sector initiatives, and a Directorof Women Lawyers Joining Hands, a not-for-profit engaged in gender equality initiatives.

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2. COMPENSATION

In the year ended 31 March 2015, the aggregate total remuneration paid (including contingent or deferredcompensation) and benefits in kind granted (under any description whatsoever) to the Directors by membersof the Group was £2.3 million. Such remuneration was paid as follows (£’000):

Fee/Basic PensionName Salary Bonus Benefits Contribution Total

DirectorsDarren Throop 524.0 434.0 4.7 13.2 975.9Giles Willits 401.7 332.6 51.4 40.0 825.7Allan Leighton 200.0 – – – 200.0Bob Allan 57.3 – – – 57.3Ronald Atkey 49.1 – – – 49.1Clare Copeland 61.4 – – – 61.4Garth Girvan 49.1 – – – 49.1Mark Opzoomer 50.0 – – – 50.0Linda Robinson 49.1 – – – 49.1 –––––––– –––––––– –––––––– –––––––– ––––––––Total 1,441.7 766.6 56.1 53.2 2,317.6 –––––––– –––––––– –––––––– –––––––– ––––––––The Group has not set aside or accrued any amounts in the year ending 31 March 2015 to provide pension,retirement or other benefits to any of the Directors, save as disclosed in this paragraph 2 of Part 5 (Directorsand Corporate Governance), which comes to an aggregate amount of £109,300.

3. CORPORATE GOVERNANCE

As a premium listed company, Entertainment One Ltd. is required to “comply or explain” with the provisionsof the UKGCG. The Company recognises the importance and value of good corporate governanceprocedures and where possible, adheres to those elements of the UKGCG that it considers relevant andappropriate to the Group, given its size and structure. Set out below is where the Company is aware that itdoes not, at the date of this document, comply with the UKGCG:

• the UKGCG recommends that directors should have notice periods of one year or less; Darren Throophas an effective notice period in excess of one year as set out in paragraph 1 of this Part 5 (Directorsand Corporate Governance); and

• Clare Copeland, the Senior Independent Director has not attended meetings with a range of majorshareholders; the Board considers that Mr Copeland has a good understanding of the issues andconcerns of major shareholders and that attendance at such meetings was impractical to facilitatebecause of geographical constraints.

An overview of the Group’s corporate governance procedures is given below.

As at the date of this document the Company complies with the corporate governance rules and regulationsset out in the CBCA, as well as the requirements under Canadian common law. However, the Company isnot a reporting issuer in any jurisdiction in Canada and therefore is not required to comply with the corporategovernance requirements set out in the securities laws of each province and territory in Canada.

4. THE BOARD COMPOSITION AND COMMITTEES

The Group is controlled through the Board, which comprise an independent Non-Executive Chairman, twoExecutive Directors and six other Non-Executive Directors and is responsible to Shareholders for the propermanagement of the Company and the Group. The Chairman is Allan Leighton and the Chief ExecutiveOfficer is Darren Throop.

Allan Leighton, Clare Copeland, Bob Allan, Ron Atkey, Garth Girvan, Linda Robinson and Mark Opzoomerare considered to be independent Non-Executive Directors. The Non-Executive Directors bring a wide rangeof experience and expertise to the Group’s activities and provide a strong balance to the Executive Directors.

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The Directors can obtain independent professional advice at the Company’s own expense in the performanceof their duties as Directors.

The Board operates both formally, through Board and committee meetings, and informally, through regularcontact amongst Directors and senior executives. There is a schedule of matters that are specifically referredto the Board for its decision, including approval of interim and annual results, setting and monitoring strategyand examining acquisition possibilities. The Board is supplied with information, in a timely manner, in aform and quality appropriate to enable it to discharge its duties.

The composition of the Board provides an appropriate blend of experience and qualifications, and thenumber of Non-executive Directors provides a strong base for ensuring appropriate corporate governance ofthe Company.

In order to meet certain Canadian regulatory requirements for film and television distribution companiesunder the Investment Canada Act, the Company must meet certain requirements relating to the nationality,residency and independence of Directors, including:

• at least two-thirds of the Directors must be Canadian;

• a majority of the Directors must be Resident Canadians;

• a majority of the Directors must be independent;

• at least two-thirds of those Directors present must be Canadian, and a majority of Directors presentmust be independent to constitute a quorum for the transaction of business at any Board meeting ofthe Company;

• Canadians must comprise at least half of the Directors on the Audit Committee and any other suchcommittee of Directors, the chair of any committee of the Directors must be Canadian and at least halfof the Directors present must be Canadian to constitute a quorum for the transaction of business at ameeting of any committee.

For the purposes of this paragraph, ‘Canadian’ has the meaning given to that term in the Investment CanadaAct.

In accordance with principles of good corporate governance, the Company has established a RemunerationCommittee, an Audit Committee and a Nomination Committee. Each of the committees meets at least twicea year.

4.1 Remuneration Committee

The Remuneration Committee comprises Clare Copeland (as Chairman), Bob Allan and GarthGirvan. Under its terms of reference, at all times at least half of the Directors appointed to theRemuneration Committee shall be Canadian and a majority shall be independent. If any member ofthe Remuneration Committee is determined by the Board no longer to be independent and that wouldresult in a majority of the Remuneration Committee not being independent Non-Executive Directors,that Director shall cease to be a member of the committee. In addition, the chairman of theRemuneration Committee must be Canadian and must be independent. The quorum necessary for thetransaction of business of the Remuneration Committee is two at least half of whom must beCanadian.

The Remuneration Committee is responsible for determining and agreeing with the Board theframework for the remuneration of the Executive Directors and such other members of themanagement, who receive an annual remuneration exceeding £500,000 or report directly to the ChiefExecutive Officer. It is furthermore responsible for determining the total individual remunerationpackages of each Director including, where appropriate, bonuses, pensions, benefits, incentivepayments and share options and the policy for and scope of any termination payments.

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The Remuneration Committee considers all aspects of the Executive Directors’ remuneration,including pension, shares, performance related payments and participation in the Entertainment OneShare Schemes and participation of all employees in the Entertainment One Shares Scheme. Theremuneration of the Non-Executive Directors is considered by the Board following recommendationsby the Executive Directors. Additionally, the Remuneration Committee reviews succession planningfor Executive Directors and management each year.

4.2 Audit Committee

The Audit Committee comprises Bob Allan (as Chairman), Linda Robinson and Mark Opzoomer.Under its terms of reference, at all times at least half of the Directors appointed to the AuditCommittee shall be Canadian and a majority shall be independent. If any member of the AuditCommittee is determined by the Board to no longer be independent and that would result in a majorityof the Audit Committee not being independent Non-Executive Directors, that Director shall cease tobe a member of the committee. The chairman of the Audit Committee must be Canadian and must beindependent. In addition, at least one member of the Audit Committee should have recent and relevantfinancial experience (Bob Allan and Mark Opzoomer have such experience). The quorum necessaryfor the transaction of business of the Audit Committee is two, at least half of whom must be Canadian.

The Audit Committee receives and reviews reports from management and the Auditors relating to theannual and interim accounts and the accounting and internal control systems in use by the Company.The Audit Committee may ask the Chief Financial Officer and representatives of the Auditors toattend meetings regularly or by invitation.

The Audit Committee meets with the Auditors without any Executive Director of the Board (or othermembers of the management team) being present following the end of every regular Audit Committeemeeting.

The Audit Committee’s principal functions include:

• Ensuring that appropriate accounting systems and financial controls are in operation and thatthe Company’s financial statements comply with statutory and other requirements.

• Considering and making recommendations relating to the appointment, re-appointment andremoval of the external auditors and monitoring the scope, cost-effectiveness and objectivity ofthe audit, including monitoring any non-audit services provided by the external auditors.

• Reviewing the interim and annual results and reports to Shareholders, and considering anymatters raised by the external auditors.

• Keeping under review the appropriateness of the accounting policies of the Company used inpreparing its financial statements.

• Monitoring the integrity of the financial statements of the Group and formal announcementsrelating to the Group’s financial performance, and reviewing and challenging where necessarysignificant financial reporting judgements contained therein.

• Reviewing the Company’s statements on internal control systems, policies and process foridentifying risks.

• Reviewing corporate acquisitions to consider risk, accounting policies and relatedconsiderations.

• Reviewing “whistle-blowing” arrangements within the Company.

• Reviewing the Company’s internal control policies and procedures.

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4.3 Nomination Committee

The Nomination Committee comprises Ronald Atkey (as Chairman), Allan Leighton and ClareCopeland. Under its terms of reference, at all times at least half of the Directors appointed to theNomination Committee shall be Canadian and a majority shall be independent. If any member of theNomination Committee is determined by the Board no longer to be independent and that would resultin a majority of the Nomination Committee not being independent Non-Executive Directors, thatDirector shall cease to be a member of the Nomination Committee. The Chairman of the NominationCommittee shall be appointed by the Board and must be Canadian and independent. The quorum forthe transaction of business of the committee is two, at least half of whom must be Canadian.

The Nomination Committee is principally responsible for reviewing the structure, size andcomposition (including the skills, knowledge and experience) of the Board, preparing a description ofthe role and capabilities required for a particular appointment, identifying and nominating suitablecandidates to fill Board positions as and when they arise and making recommendations to the Boardfor re-appointment of any Non-Executive Director.

The Nomination Committee reports formally to the Board on all proceedings of the NominationCommittee.

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PART 6

SELECTED FINANCIAL INFORMATION

The tables below set out selected consolidated financial information of the Group as at and for the periodsended 31 March 2013, 2014 and 2015.

As disclosed in Note 2 to the Group’s consolidated financial statements for the year ended 31 March 2015,from 1 April 2014, the Group adopted IFRS 10 (Consolidated Financial Statements) and IFRS 11 (JointArrangements). The adoption of these standards had no material impact on the Group’s financial position orperformance. However, the comparative figures for the year ended 31 March 2014 have been restated toreflect the adoption of these accounting standards, as set out in the 2015 Annual Report. Accordingly, thefinancial information for the year ended 31 March 2014 has been extracted either from the auditedconsolidated financial statements for the year ended 31 March 2014 (in which case it is labelled “audited”)or from the unaudited, restated comparatives included in the audited consolidated financial statements forthe year ended 31 March 2015 (in which case it is labelled as “restated”). The Group has not restated itsaudited consolidated financial statements for the year ended 31 March 2013 to reflect the adoption of theseaccounting standards.

The Group’s audited consolidated financial statements for the year ended 31 March 2014 and the Group’sunaudited restated consolidated financial information presented for the year ended 31 March 2014 includedamortisation of software within depreciation and presented amortisation of acquired intangibles separately.As a result, the comparative figures for the year ended 31 March 2013 have been restated on the same basis.The restated results for the year ended 31 March 2013 reflect the reclassification between investment inproductions and investment in acquired content rights. Accordingly, the financial information for the yearended 31 March 2013 has been extracted either from the audited consolidated financial statements for theyear ended 31 March 2013 (in which case it is labelled “audited”) or from the unaudited, restatedcomparatives included in the audited consolidated financial statements for the year ended 31 March 2014 (inwhich case it is labelled as “restated”).

The financial information for the year ended 31 March 2015 has been extracted without adjustment from theconsolidated audited financial statements for the year ended 31 March 2015.

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1. CONSOLIDATED INCOME STATEMENTS

The table below sets out the consolidated income statements relating to the Group for the three years ended31 March 2013 (restated, unaudited), 2013 (audited), 2014 (restated, unaudited), 2014 (audited) and 2015(audited).

(restated (restated unaudited) (audited) unaudited) (audited) Year ended Year ended Year ended Year ended Year ended 31 March 31 March 31 March 31 March 31 March 2015 2014 2014 2013 2013 £m £m £m £m £m

Revenue 785.8 823.0 819.6 629.1 629.1Cost of sales (578.0) (642.3) (639.4) (490.6) (490.6) –––––––– –––––––– –––––––– –––––––– ––––––––Gross profit 207.8 180.7 180.2 138.5 138.5Administrative expenses (147.8) (151.3) (151.3) (124.8) (124.8)Share of results of joint ventures 0.2 – – – – –––––––– –––––––– –––––––– –––––––– ––––––––Operating profit 60.2 29.4 28.9 13.7 13.7Finance income – 4.5 4.5 1.0 1.0Finance costs (16.2) (12.4) (12.4) (9.2) (9.2) –––––––– –––––––– –––––––– –––––––– ––––––––Profit before tax 44.0 21.5 21.0 5.5 5.5Income tax charge (2.7) (1.5) (1.3) (6.6) (6.6) –––––––– –––––––– –––––––– –––––––– ––––––––Profit/(loss) for the year 41.3 20.0 19.7 (1.1) (1.1) –––––––– –––––––– –––––––– –––––––– ––––––––Attributable to:Owners of the Company 41.8 19.7 19.7 (1.1) (1.1)Non-controlling interests (0.5) 0.3 – – –

Operating profit analysed as:Underlying EBITDA 107.3 92.8 92.3 62.5 62.5Amortisation of acquired intangibles (22.2) (36.0) (36.0) (18.2) (19.3)

Depreciation and amortisation of software (3.7) (2.6) (2.6) (2.6) (1.5)

Share-based payment charge (3.4) (2.7) (2.7) (1.2) (1.2)Tax, finance costs and depreciation related to joint ventures 0.1 – – – –

One-off items (17.9) (22.1) (22.1) (26.8) (26.8) –––––––– –––––––– –––––––– –––––––– ––––––––Operating profit 60.2 29.4 28.9 13.7 13.7

Earning/(loss) per share (pence)Basic 14.4 7.1 7.1 (0.5) (0.5)Diluted 14.3 7.0 7.0 (0.5) (0.5)

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2. CONSOLIDATED BALANCE SHEETS

The table below sets out the consolidated balance sheet relating to the Group as at 31 March 2013 (restated,unaudited), 2013 (audited), 2014 (restated, unaudited), 2014 (audited) and 2015 (audited).

(restated (restated unaudited) (audited) unaudited) (audited) 31 March 31 March 31 March 31 March 31 March 2015 2014 2014 2013 2013 £m £m £m £m £m

ASSETSNon-current assetsGoodwill 209.8 191.9 191.9 218.5 218.5Other intangible assets 87.6 91.5 91.5 130.6 130.6Interests in joint ventures 91.0 1.2 – – –Investment in productions 85.5 58.5 61.2 70.2 56.9Property, plant and equipment 6.1 5.5 5.5 5.3 5.3Trade and other receivables 45.8 12.1 12.1 8.7 8.7Deferred tax assets 12.6 5.3 5.3 8.7 8.7 –––––––– –––––––– –––––––– –––––––– ––––––––Total non-current assets 538.4 366.0 367.5 442.0 428.7 –––––––– –––––––– –––––––– –––––––– ––––––––Current assetsInventories 52.0 47.2 47.2 50.0 50.0Investment in acquired content rights 221.1 230.1 230.1 202.4 215.7Trade and other receivables 279.6 241.4 230.5 252.1 252.1Cash and cash equivalents 71.3 38.9 37.1 33.4 33.4Current tax assets 0.6 0.2 0.3 2.5 2.5Derivative financial instruments 9.7 2.1 2.1 1.7 1.7 –––––––– –––––––– –––––––– –––––––– ––––––––Total current assets 634.3 559.9 547.3 542.1 555.4 –––––––– –––––––– –––––––– –––––––– ––––––––Total assets 1,172.7 925.9 914.8 984.1 984.1 –––––––– –––––––– –––––––– –––––––– ––––––––LIABILITIES

Non-current liabilitiesInterest-bearing loans and borrowings 295.9 155.9 150.3 131.9 131.9Other payables 16.5 6.7 6.7 18.3 18.3Provisions 0.3 2.8 2.8 12.9 12.9Deferred tax liabilities 6.9 3.2 3.2 7.4 7.4 –––––––– –––––––– –––––––– –––––––– ––––––––Total non-current liabilities 319.6 168.6 163.0 170.5 170.5 –––––––– –––––––– –––––––– –––––––– ––––––––Current liabilitiesInterest-bearing loans and borrowings 89.6 48.1 41.7 46.0 46.0Trade and other payables 372.1 368.7 370.3 399.4 399.4Provisions 2.8 13.2 13.2 17.0 17.0Current tax liabilities 19.8 15.9 15.9 19.1 19.1Derivative financial instruments 4.0 3.3 3.3 1.3 1.3Total current liabilities 488.3 449.2 444.4 482.8 482.8 –––––––– –––––––– –––––––– –––––––– ––––––––Total liabilities 807.9 617.8 607.4 653.3 653.3 –––––––– –––––––– –––––––– –––––––– ––––––––Net assets 364.8 308.1 307.4 330.8 330.8 –––––––– –––––––– –––––––– –––––––– ––––––––

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(restated (restated unaudited) (audited) unaudited) (audited) 31 March 31 March 31 March 31 March 31 March 2015 2014 2014 2013 2013 £m £m £m £m £mEQUITYStated capital 305.5 286.0 286.0 282.4 282.4Own shares (3.6) (3.6) (3.6) (7.2) (7.2)Other reserves 13.7 8.2 8.2 11.0 11.0Currency translation reserve (14.0) (4.2) (4.2) 42.3 42.3Retained earnings 63.0 21.0 21.0 2.3 2.3 –––––––– –––––––– –––––––– –––––––– ––––––––Equity attributable to owners of the Company 364.6 307.4 307.4 330.8 330.8

Non-controlling interests 0.2 0.7 – – – –––––––– –––––––– –––––––– –––––––– ––––––––Total equity 364.8 308.1 307.4 330.8 330.8 –––––––– –––––––– –––––––– –––––––– ––––––––Total Liabilities and equity 1,172.7 925.9 914.8 984.1 984.1 –––––––– –––––––– –––––––– –––––––– ––––––––

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3. CONSOLIDATED CASH FLOW STATEMENTS

The table below sets out the consolidated cash flow statements relating to the Group for the three years ended31 March 2013 (restated, unaudited), 2013 (audited), 2014 (restated, unaudited), 2014 (audited) and 2015(audited).

(restated, (restated, unaudited) (audited) unaudited) (audited) Year ended Year ended Year ended Year ended Year ended 31 March 31 March 31 March 31 March 31 March 2015 2014 2014 2013 2013 £m £m £m £m £m

Operating activitiesOperating profit 60.2 29.4 28.9 13.7 13.7Adjustments for:Depreciation of property, plant and equipment 1.5 1.4 1.4 1.5 1.5

Amortisation of software 2.2 1.2 1.2 1.1 1.1Amortisation of acquired intangibles 22.2 36.0 36.0 17.8 17.8

Amortisation of investment in productions 82.1 75.4 72.4 63.8 61.9

Amortisation of investment in acquired content rights 165.3 168.9 168.9 75.5 77.4

Impairment of investment in acquired content rights 5.4 – – 4.1 4.1

Foreign exchange movements 1.9 (0.9) (0.8) (0.6) (0.6)Share of results of joint ventures (0.2) – – – –Share-based payment charge 3.4 2.7 2.7 1.2 1.2 –––––––– –––––––– –––––––– –––––––– ––––––––Operating cash flows before changes in working capital and provisions 344.0 314.1 310.7 178.1 178.1

(Increase)/decrease in inventories (2.0) (5.7) (5.7) 2.4 2.4(Increase)/decrease in trade and other receivables (41.0) (11.9) (14.1) 11.2 11.2

Decrease in trade and other payables (16.5) (19.2) (14.0) (11.1) (11.1)(Decrease)/increase in provisions (12.6) (12.7) (12.7) 6.4 6.4 –––––––– –––––––– –––––––– –––––––– ––––––––Cash generated from operations 271.9 264.6 264.2 187.0 187.0Income tax paid (10.8) (5.9) (5.9) (9.0) (9.0) –––––––– –––––––– –––––––– –––––––– ––––––––Net cash from operating activities 261.1 258.7 258.3 178.0 178.0 –––––––– –––––––– –––––––– –––––––– ––––––––

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(restated (restated unaudited) (audited) unaudited) (audited) Year ended Year ended Year ended Year ended Year ended 31 March 31 March 31 March 31 March 31 March 2015 2014 2014 2013 2013 £m £m £m £m £m

Investing activitiesAcquisition of subsidiaries and joint ventures, net of cash acquired (95.6) (6.1) (6.1) (141.0) (141.0)

Purchase of investment in acquired content rights (166.3) (199.4) (199.4) (101.6) (101.6)

Purchase of investment in productions, net of grants received (114.5) (77.4) (71.8) (73.4) (73.4)

Purchase of acquired intangibles (1.8) – – (4.2) (4.2)Purchase of property, plant and equipment (1.3) (2.4) (2.4) (1.5) (1.5)

Dividends received from interest in joint ventures 0.3 – – – –

Purchase of software (2.0) (1.8) (1.8) (1.4) (1.4) –––––––– –––––––– –––––––– –––––––– ––––––––Net cash used in investing activities (381.2) (287.1) (281.5) (323.1) (323.1)Financing activitiesProceeds on issue of shares – 4.1 4.1 111.5 111.5Dividends paid to shareholders (2.9) – – – –Transaction costs related to issuance of shares – – – (4.1) (4.1)

Drawdown of interest-bearing loans and borrowings 273.3 182.6 182.6 322.2 322.2

Repayment of interest-bearing loans and borrowings (151.4) (147.8) (147.8) (261.7) (261.7)

Net drawdown of interim production financing 54.8 5.1 0.4 5.9 5.9

Interest paid (13.4) (11.0) (10.7) (6.3) (6.3)Fees paid in relation to the Group’s senior bank facility (3.5) (1.0) (1.0) (8.5) (8.5)

–––––––– –––––––– –––––––– –––––––– ––––––––Net cash from financing activities 156.9 32.0 27.6 159.0 159.0 –––––––– –––––––– –––––––– –––––––– ––––––––Net increase in cash and cash equivalents 36.8 3.6 4.4 13.9 13.9

Cash and cash equivalents at beginning of the year 35.5 35.0 31.8 17.4 17.4

Effect of foreign exchange rate changes on cash held (1.0) (3.1) (2.5) 0.5 0.5

–––––––– –––––––– –––––––– –––––––– ––––––––Cash and cash equivalents at end of the year 71.3 35.5 33.7 31.8 31.8 –––––––– –––––––– –––––––– –––––––– ––––––––

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PART 7

OPERATING AND FINANCIAL REVIEW

1. INTRODUCTION

The following discussion and analysis of the Group’s financial condition and results of operations is derivedfrom and should be read in connection with “Presentation of Financial and Other Information” and thefinancial information incorporated by reference referred to in Part 8 (Financial information on EntertainmentOne). The financial information included in this Part 7 (Operating and Financial Review) for the years ended31 March 2015, 2014 and 2013 has been extracted without material adjustment from the financialinformation referred to in Part 8 (Financial Information on Entertainment One) as described below, or hasbeen extracted without material adjustment from the Group’s accounting records which formed theunderlying basis of such financial information.

As disclosed in Note 2 to the Group’s consolidated financial statements for the year ended 31 March 2015,from 1 April 2014, the Group adopted IFRS 10 (Consolidated Financial Statements) and IFRS 11 (JointArrangements). The adoption of these standards had no material impact on the Group’s financial position orperformance. However, the comparative figures for the year ended 31 March 2014 have been restated toreflect the adoption of these accounting standards, as set out in the 2015 Annual Report. Accordingly, thefinancial information for the year ended 31 March 2014 has been extracted without adjustment from theunaudited, restated comparatives included in the audited, consolidated financial statements for the yearended 31 March 2015. The Group has not restated its audited consolidated financial statements for the yearended 31 March 2013 to reflect the adoption of these accounting standards.

The Group’s audited consolidated financial statements for the year ended 31 March 2014 includedamortisation of software within depreciation and presented amortisation of acquired intangibles separately.As a result, the comparative figures for the year ended 31 March 2013 have been restated on the same basis.The restated results for the year ended 31 March 2013 reflect the reclassification between investment inproductions and investment in acquired content rights. Accordingly, the financial information for the yearended 31 March 2013 has been extracted without adjustment from the unaudited, restated comparativesincluded in the audited, consolidated financial statements for the year ended 31 March 2014.

The following discussion of the Group’s financial condition and results of operations containsforward-looking statements that involve risks and uncertainties and that are based on assumptions about itsfuture business development. As a result of many factors, including the risk factors set out in the sectionheaded “Risk Factors” and elsewhere in this document, the Group’s actual results may differ materially fromthose anticipated by these forward-looking statements. See also the section headed “Forward-LookingStatements”.

Each Shareholder should read this Prospectus, including the information incorporated by reference (asdescribed in Part 8 (Financial Information on Entertainment One Ltd.)) as a whole and not rely solely on thesummarised financial information set out below.

2. OVERVIEW

2.1 History/Information on the Company

Entertainment One is a leading international entertainment group focused on the acquisition,production and distribution of film, television, music and family content for distribution throughmultiple media channels across the Group’s global network.

The Company is domiciled and incorporated in Canada as a corporation under the CBCA. During theyear ended 31 March 2015, the Group released 227 films into the cinema and produced 520 half hoursof original television programming. The Group’s total revenue for the year ended 31 March 2015 was£785.8 million (2014: £823.0 million). The Group’s 2015 Underlying EBITDA increased to £107.3million (2014: £92.8 million).

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The Group was founded in 1973 as Records on Wheels, a record and tape retailer, in Ontario, Canada.By 1980, the Group had expanded its operations to include record and video distribution. In 2001, theGroup extended its CD and DVD distribution business to internet retailers, before listing on theToronto Stock Exchange as ROW Entertainment Income Fund in 2003.

Entertainment One acquired the assets of Entertainment One Ltd. Income Fund and was admitted totrading on the AIM market of the London Stock Exchange in 2007.

On 15 July 2010, the Group stepped up from AIM to the Main Market of the London Stock Exchangewith its shares admitted to the standard listing segment of the Official List. In 2013 the Group movedto the premium listing segment of the Official List and was included in the FTSE 250 UK IndexSeries. The Group subsequently made a number of acquisitions as described in paragraph 2 of Part 4(Information on Entertainment One).

2.2 Operating Segments

The Group’s business is organised into two Divisions: Film and Television.

The Group’s Film Division acquires, markets, promotes and distributes films in Canada, the UK,Benelux, Spain, Australia, New Zealand and the US, as well as producing a small number of featurefilms. The 227 films the Group released into the cinema during the year ended 31 March 2015generated box office revenue of US$308.0 million in the countries in which the Group had distributionrights.

The Group’s Television Division is comprised of the North American-based television production andsales business and UK-based Family Business, which creates, develops and produces children’sprogramming. The Television Division’s primary activities are the production of televisionprogramming, acquisition of television content rights and exploitation of branded properties throughlicensing and merchandising activities. It also incorporates the results of the Group’s US-based musiclabel, which produces and releases music tracks and albums from artists across a wide variety ofgenres.

In the year ended 31 March 2015, Film represented 74 per cent. (2014: 83 per cent.) of Group revenuewith Television representing 26 per cent. (2014: 19 per cent.) of Group revenue.

In the year ended 31 March 2015, films released into the cinema represented 13 per cent. (2014:19 per cent.) of Film Division revenue, home entertainment represented 42 per cent. (2014: 41 percent.) of Film Division revenue, broadcast and digital represented 36 per cent. (2014: 32 per cent.) ofFilm Division revenue and “other” represented 9 per cent. (2014: 8 per cent.) of Film Divisionrevenue.

In the year ended 31 March 2015, television production and sales represented 65 per cent. (2014:67 per cent.) of Television Division revenue, the Family Business represented 27 per cent. (2014:21 per cent.) of Television Division revenue and music represented 8 per cent. (2014: 12 per cent.) ofTelevision Division revenue.

2.3 Group Strategy

The Group’s strategy is based on the ownership and control of entertainment rights across allchannels. The Group’s aim is to double the size of the Group within five years, through focusing ontwo strategic priorities:

Be a true partner to the best creative talent

The Group maintains a strong balance sheet with access to production financing and strongrelationships with talent across all media. The Group benefits from its independence, scale productioncapabilities and an international distribution network with reach to prolific buyers of premium contentacross both Film and Television. To deliver against the Group’s creative talent partnership strategy, theGroup intends to build a television production presence in the US, the UK and Australia, while

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continuing to grow in Canada. The Group also plans to partner with film-makers earlier in theproduction process in order to access and control a film’s intellectual property. Additionally, theGroup intends to invest in creators of made-for-digital content and new interactive consumer digitalexperiences.

Become the world’s leading independent distributor through a locally-deep, globally connectednetwork

The Group’s international presence is built on its independent distribution network, global televisionsales presence with relationships with over 500 digital and broadcast platforms and deep filmdistribution relationships in six of the world’s biggest media markets. The Group also has commercialrelationships with a significant number of licensees in multiple territories through the Group’s FamilyBusiness properties and significant digital products capability. To deliver against the Group’sdistribution strategy, it will focus on attracting content partners to create an extensive television salesbusiness and driving scale in independent film distribution and will launch a development fundfocused on first-look deals, co-development deals and production pilots.

The Group plans to continue to nurture its licensed properties, with the objective of developing PeppaPig into the world’s leading pre-school property and continuing to build a balanced Family Businessportfolio.

The Directors believe that executing the strategies outlined above will bring the best entertainmentcontent to the world and result in the Group’s earnings from its film, television, Family Business anddigital activities becoming more equally balanced and its investment portfolio becoming more equallyallocated between its different business areas.

3. CURRENT TRADING AND PROSPECTS

Group performance in the first quarter, as noted in the Group’s trading update announced on 9 September2015, was in line with management expectations, with Group reported revenues up 1 per cent. The financialresults were driven by a strong performance across all of the operations of the Television Division, offset byFilm Division performance that reflected a lower number of theatrical and DVD releases in the first quartercompared to the prior year period.

As a result of the Group’s reporting currency being pounds sterling, the revenues and earnings of the Groupwere impacted by the appreciation of pounds sterling against the plan rates for the Canadian dollar, the euroand the Australian dollar.

Overall the Group anticipates that earnings performance in the first half of the financial year will be in linewith management expectations with strong performance in the Television Division, partially offset byweaker than expected Film Division performance, driving improved margins at a Group level.

The outlook for underlying earnings for the full year continues to be in line with management expectations.

Television has continued to perform strongly on a pro forma constant currency basis over the comparativeperiod, driven by strong international sales and production deliveries. The Group is on track toproduce/acquire over 1,000 half hours of content in the full year.

The Mark Gordon Company is anticipated to deliver a strong first half and is expected to be ahead ofmanagement expectations in the full year. As previously noted, The Mark Gordon Company has been fullyconsolidated as a subsidiary from 19 May 2015.

Family continues to benefit from the further expansion of Peppa Pig into new international territories andincreased licensing activity. In addition, the Group has signed a US broadcasting deal with Nick Jr. for Ben& Holly’s Little Kingdom and enjoyed a strong start to the broadcast of PJ Masks on Disney Channels.

Performance in the Film Division in the first half is expected to be impacted by a lower number of theatricaland DVD releases compared to the prior year period. The Group expects to release 97 theatrical titles in thefirst half, compared to 134 in the prior year period, however the deferral of some releases into the second

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half of the current financial year gives confidence in the Group’s ability to deliver around 230 film releasesin the full year. Management continues to focus on addressing cost efficiencies and restructuringopportunities to improve profitability in the Film Division.

In order to provide fuller information to investors on the Group’s content library, an independent valuationhas been carried out that includes all of the Group’s film, television, music and family assets, including theGroup’s TV production assets, recent television acquisitions and The Mark Gordon Company. Based on thatindependent valuation, the Directors believe that, as at 31 March 2015 the overall value of the Group’scontent library had increased to over US$1 billion (2014: US$801 million; 2013: US$650 million). In thiscontext, “valuation” means the net present value of cash flows expected to be generated from the Group’slibrary of titles.

4. KEY PERFORMANCE INDICATORS

Management consider a variety of financial and non-financial key performance indicators when analysingthe financial performance of the business. The principal financial key performance indicators are:

• revenue (which represents the consideration receivable from the sale of goods and services and isstated net of any rebates and discounts);

• Underlying EBITDA;

• operating cash flow (defined as trading profit adjusted for depreciation and amortisation plus thechange in working capital before tax adjustments);

• Adjusted Net Debt; and

• Return on Employed Capital and Total Shareholder Return, upon which the Executive Directors’performance is partially judged with respect to the Company’s Long Term Incentive Plan.

The non-financial key performance indicators are as follows:

• film releases into the cinema, which represents the number of films released into the cinema by theGroup in its territories;

• half hours of television content delivered, which represents television programming produced anddelivered by the Group; and

• investment in content, which represents acquired content and investment in productions.

5. SIGNIFICANT FACTORS AFFECTING THE GROUP’S RESULTS OF OPERATIONS

Set out below are certain key factors which the Directors believe have affected the Group’s results ofoperations, or could affect its results of operations in the future.

In addition, the Group’s operating and financial results, as well as the comparability of these results havebeen and may continue to be affected by a number of external factors including: consumer demand forcontent, technological advances in entertainment and interest rates, as well as internal factors such asoverhead and inventory management costs and management of employees.

5.1 Investment in acquired content and productions

Investment in acquired content and productions is fundamental to achieving the Group’s aim ofproviding Shareholders with improved and sustainable returns. The continued availability of goodquality content, particularly in relation to film and television, is part of the corporate planning process.The risk of reduced availability of content is mitigated through the continual development ofrelationships with producers and other key stakeholders across the entertainment industry as well asby the Group producing its own films and television programmes. In addition, by following its currentstrategy, the Group is becoming a more attractive partner for the sellers of entertainment rights.

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In connection with the acquisition and distribution of film and television content, the Group typicallypays a minimum guarantee to the film producer upon delivery of the film and also incurs advertising,promotion, manufacturing and shipping expenses. Once a film begins generating revenue, the Groupis entitled to recoup the costs incurred including the minimum guarantee and these expenses, as wellas retaining revenue generated by the distribution of the film in payment of the distribution fee, whichis typically defined as a set percentage of the film’s revenues received by the Group. Any additionalrevenue in excess of the Group’s expenses, minimum guarantee and distribution fee are shared withthe film’s producer. The Group is entitled to continue to collect revenue through the distribution of afilm for the entire period for which the distribution rights have been acquired, which in most cases is15 to 25 years. However, typically the substantial majority of the total revenues from the distributionof a film are generated within the first three years of distribution.

5.2 Acquisitions

The Group’s historical results have been affected by a number of acquisitions, which have been a keydriver of the Group’s revenue and Underlying EBITDA growth. The Group’s acquisitions havecontinued to drive increased revenue by adding new territories to its global network and increasingthe scale of its business and strengthening its market position in existing territories. The Group’sacquisitions have driven its Underlying EBITDA growth by reducing costs through the realisation ofsynergies and by allowing the Group to acquire content libraries and exploit its expanded contentlibrary across a wider platform.

The acquisitions completed by the Group in the period covered by the historical financial informationincorporated by reference in Part 8 (Financial Information on Entertainment One Ltd.) of thisProspectus, the acquisitions completed since 2013, and the acquisitions which have affected theGroup’s results of operations are set out at paragraph 2 of Part 4 (Information on Entertainment OneLtd.). The impact of acquisitions may affect the comparability of the Group’s historical results fromyear to year.

The Group focuses on acquiring businesses with an established industry profile and relationships andthat it expects to be earnings accretive, are in target growth markets, exhibit business synergies orcomplementary revenue opportunities and that have experienced management with a close cultural fitto the Group. In the Film Division, the Group specifically focuses on acquisitions in new territories,smaller platform companies that can be up-scaled quickly through the addition of content,relationships and financing, and that have existing content libraries. In the Television Division, theGroup specifically focuses on acquisitions of production businesses in complementary genres thatprovide the opportunity for territorial expansion.

Through acquisitions, the Group has increased its scale and content catalogue, which has positionedthe Group to acquire more product and make more significant investments to grow its contentportfolio. The Group’s content library generates recurring and highly visible revenue, which increasesas the Group produces and acquires rights to more film and television content. The Group’s enhancedmulti-channel distribution network and global infrastructure allows it to generate distributionrevenues from this substantial library among all platforms in more countries. It also makes the Groupa more attractive distributor to producers of high-end content and allows it to negotiate and securelong-term output and distribution deals with high quality film producers, television networks anddigital distributors.

The Group’s ability to maintain and increase operating margins depends in part on its successfulintegration of the businesses it has acquired into its existing operations. The Group actively works tointegrate each acquisition into its existing corporate, operational and financial structures. The Groupshares best practices and identifies and realises synergies and operational efficiencies in order tocontrol and decrease costs where possible. These integration initiatives relate to, among other things,Entertainment One’s financial reporting procedures and combining back office departments.

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5.3 Market demand

According to The Media Reports, the global film industry generated revenues of US$85.4 billion in2014 through cinema releases, physical home entertainment, digital downloads, streaming andtelevision sales. Also according to The Media Reports, the global television industry generatedUS$406.9 billion in advertising and subscription and licensing fees in 2014. The Group distributesfilm and television content in all formats, including into the cinema, physical home entertainment,broadcast and digital, and thereby benefits from the overall growth in the film and television industryand concurrently limits its vulnerability to changes in viewing habits amongst consumers.

Demand for the Group’s individual films and television programmes, and the revenues they generate,depend on a number of factors, including the quality of the product and the success of the marketingcampaign. However, the Group takes a portfolio approach in both its Film and Television Divisionsand is not reliant on the success of any individual film or television product. The Group released227 films into cinemas in the year ended 31 March 2015 and delivered 520 half hours of televisionprogramming spanning both scripted drama and non scripted content during the year. This approachmitigates the risks associated with individual films and television shows.

5.4 Exchange rates

The Group reports its consolidated results in pounds sterling. The Group however operates in Canada,the UK, the US, Australia, New Zealand, Spain and the Benelux and exploits media rights across theworld, which exposes the Group to the financial risks of changes in foreign currency exchange rates.These risks comprise translation risk, resulting from the requirement to present the results fromdifferent territories in pounds sterling, the Group’s reporting currency, and transactional risk.Transactional risk arises where business units enter into contracts denominated in a currency otherthan their local reporting currency. These include minimum guarantee payments to film studios, whichare often denominated in United States dollars. The Group uses foreign exchange forward contractswhen appropriate, and otherwise uses natural hedging methods where possible, to minimise exposurein these areas. The Group uses constant currency to analyse and measure its performance. Constantcurrencies are calculated by retranslating the comparative figures using weighted average exchangerates for the respective year.

5.5 Seasonality

The Group’s exposure to seasonality varies by Division. The results of the Film Division are affectedby the number and timing of film releases. The release dates are not entirely in the control of theGroup and are determined largely by the production and release schedules of each film’s producer andthe timing of holiday periods. Within the Television Division, revenues from television productionsare driven by contracted delivery dates with primary broadcasters and can fluctuate significantly fromperiod-to-period.

6. RESULTS OF OPERATIONS

6.1 Description of key income statement line items

(A) Revenue

Revenue represents the amounts receivable for goods and services provided in the normalcourse of business, net of discounts and excluding value added tax (or equivalent). Revenue isderived from the licensing, marketing and distribution of feature films, television,entertainment programming and music rights. Revenue is also derived from film and televisionproduction and licensing and merchandising sales.

(B) Cost of Sales

Cost of sales represents amortisation of investment in acquired content rights and productions,print and advertising costs, overage costs, replication costs and physical home entertainmentdistribution costs.

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(C) Gross profit

Gross profit represents revenue less cost of sales.

(D) Administrative expenses

Administrative expenses represent general and administrative expenses (including travel costsand professional fees), wages and salaries, social security costs, pension costs, Board costs,operating lease rentals, marketing and selling expenses, foreign exchange gains and losses,depreciation, amortisation of software, amortisation of acquired intangibles, share-basedpayment charges and other one-off items.

(E) Share of results of joint ventures

Share of results of joint ventures represents the Group’s share of profit after tax generated bythe Group’s interests in joint ventures.

(F) Operating profit

Operating profit represents gross earnings before interest and tax.

(G) Underlying EBITDA

Underlying EBITDA refers to profit/(loss) for the period before income tax; net finance costs;amortisation of acquired intangibles; depreciation and amortisation of software; share-basedpayment charges; tax, finance costs and depreciation related to joint ventures and operatingone-off items.

(H) One-off items

One-off items are items of income and expenditure that are, in the judgement of the Directors,non-recurring and should be disclosed separately on the basis that they are material, either bytheir nature or their size, in order to provide a better understanding of the Group’s financialperformance and enable the comparison of financial performance between periods.

(I) Amortisation of acquired intangibles

Amortisation of acquired intangibles represents the amortisation of acquired intangibles frompast acquisitions, comprising mainly exclusive content agreements and libraries, trade namesand brands, exclusive distribution agreements, customer relationships and non-competeagreements.

(J) Depreciation and amortisation of software

Depreciation and amortisation of software represents the depreciation of property, plant andequipment and the amortisation of software.

(K) Share-based payment charges

The Group issues equity-settled share-based payments to certain employees. Equity-settledshare based payments are measured at fair value at the date of grant. The fair value determinedat the grant date of equity-settled share based payments is expensed on a straight-lined basisover the vesting period, based on the Group’s estimate of shares that will eventually vest.

(L) Net finance costs

Net finance costs represent the total of finance income and finance costs.

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6.2 Results of operations

(a) Group results of operationsFor the year ended 31 March

2014 2013 2015 (restated) (restated)(£ in millions)(as a % of revenue) £ % £ % £ %

Revenue 785.8 100.0 823.0 100.0 629.1 100.0Cost of sales (578.0) (73.6) (642.3) (78.0) (490.6) (78.0) –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––Gross profit 207.8 26.4 180.7 22.0 138.5 22.0Administrative

expenses (147.8) (18.8) (151.3) (18.4) (124.8) (19.8)Share of results of

joint ventures 0.2 0.0 – – – – –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––Operating profit 60.2 7.7 29.4 3.6 13.7 2.2Analysed as:Underlying EBITDA 107.3 13.7 92.8 11.3 62.5 9.9Amortisation of

acquired intangibles (22.2) (2.8) (36.0) (4.4) (18.2) (2.9)Depreciation (3.7) (0.5) (2.6) (0.3) (2.6) (0.4)Tax, finance costs and

depreciation relating tojoint ventures 0.1 0.0 – – – –

Share based paymentcharges (3.4) (0.4) (2.7) (0.3) (1.2) (0.2)

One off items (17.9) (2.3) (22.1) (2.7) (26.8) (4.3) –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––Operating profit 60.2 7.7 29.4 3.6 13.7 2.2Finance income – – 4.5 0.5 1.0 0.2Finance costs (16.2) (2.1) (12.4) (1.5) (9.2) (1.5) –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––Net finance costs (16.2) (2.1) (7.9) (1.0) (8.2) (1.3) –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––Profit before tax 44.0 5.6 21.5 2.6 5.5 0.9Income tax (charge)/credit (2.7) (0.3) (1.5) (0.2) (6.6) (1.0)

–––––––– –––––––– –––––––– –––––––– –––––––– ––––––––Profit/(loss) for theperiod 41.3 5.3 20.0 2.4 (1.1) (0.2) –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––

The table below shows the segment revenue and Segment Underlying EBITDA of the Group:

For the year ended31 March

£ (millions) 2015 2014 £ £

Film Segment Revenue 592.6 686.0Film Segment Underlying EBITDA 73.1 74.1Television Segment Revenue 227.6 166.5Television Segment Underlying EBITDA 41.6 24.8Revenue 785.8 823.0Underlying EBITDA 107.3 92.8

(b) Earnings per share Variance Variance 2014 2014 2013 2015-2014 restated -2013 2015 restated restated restated restated

Earnings pershare – pence

Basic 14.4 7.1 (0.5) 7.3 7.6Diluted 14.3 7.0 (0.5) 7.3 7.5

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6.3 Comparison of the financial results of the Group for the years ended 31 March 2015 and 31 March2014

The following analyses the principal factors affecting the Group’s results of operations during the yearended 31 March 2015 compared with the year ended 31 March 2014.

(A) Revenue

For the year ended 31 March 2014 2015 (restated) £’m £’m (% change)

Film 592.6 686.0 (13.6)Television 227.6 166.5 36.7Eliminations (34.4) (29.5) 16.6 –––––––– –––––––– ––––––––Total 785.8 823.0 (4.5) –––––––– –––––––– ––––––––

For the year ended 31 March 2015 2014 (restated) £’m £’m (% change)

Canada 259.6 288.2 (9.9)United Kingdom 199.7 214.5 (6.9)United States 150.9 145.3 3.9Rest of Europe 107.2 113.9 (5.9)Rest of world 68.4 61.1 11.9 –––––––– –––––––– ––––––––Total 785.8 823.0 (4.5) –––––––– –––––––– ––––––––The Group experienced a decline in Group revenue in the year ended 31 March 2015, drivenprimarily by decreased Film revenues, offset by strong Television performance. Revenue fromcontinuing operations decreased by 4.5 per cent., from £823.0 million in 2014 to£785.8 million in 2015.

Film revenues decreased by 13.6 per cent., from £686.0 million in 2014 to £592.6 million in2015, due primarily to changes in the Group’s theatrical release slate, which resulted in delaysof some releases, a different profile of releases in comparison to the prior year and changes inthe timing of the Group’s film productions. Additionally, box office revenue decreased in linewith weaker global theatrical markets during the period.

Television revenues increased 36.7 per cent. to £227.6 million in 2015 from £166.5 million inthe prior year due primarily to performance of the Family Business and acquisition of twotelevision production companies during the year, being Force Four Entertainment and thePaperny group of companies. Television revenue was also driven by the delivery of a highernumber of half hours delivered under the AMC Sundance output deal.

Television revenues also increased in the ‘Other’ geographical category due to strong sales ofPeppa Pig in the Family Business.

(B) Cost of sales

Cost of sales decreased by 10 per cent., from £642.3 million in 2014 to £578.0 million in 2015,and mainly reflected lower print and advertising costs and overages as a result of lowertheatrical activity. Cost of sales as a percentage of revenue decreased to 73.6 per cent in 2015compared to 78.0 per cent. in 2014.

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(C) Gross profit

Gross profit increased by £27.1 million to £207.8 million in 2015 from £180.7 million in theprevious year mainly due to the mix of revenue streams, with low margin theatrical revenuedecreasing as a proportion of total revenue and higher margin ancillary windows, includingbroadcast and digital, increasing as a proportion of total revenue. Digital revenues nowrepresent 23 per cent. of Group revenue.


Administrative expenses decreased by 2.3 per cent., from £151.3 million in 2014 to£147.8 million in 2015, primarily as a result of lower amortisation of acquired intangibles,partially offset by higher operating expenses due to acquisition of new businesses. Excludingone off items, administrative expenses in 2015 were £129.9 million compared to £129.2 millionin 2014.

As a percentage of revenues, administrative expenses remained stable at 18.8 per cent. in 2015compared to 18.4 per cent. in 2014.

Amortisation of acquired intangibles in 2015 was £22.2 million as compared to £36.0 millionin 2014, with the decrease primarily due to certain Alliance intangibles that were fullyamortised in 2014. In addition, share based payment charges in 2015 were £3.4 million ascompared to £2.7 million in 2014, primarily due to new grants.

One off items included in administrative expenses in 2015 were £17.9 million as compared to£22.1 million in 2014 and included Alliance-related restructuring costs, strategic-relatedrestructuring costs due to the implementation of the new strategy, acquisition costs and othercorporate project costs.

(E) Operating profit

Operating profit was £60.2 million in 2015 as compared to £29.4 million in 2014. The increasewas mainly due to increased higher margin Television revenues and a change in mix to highermargin broadcast and digital sales in the Film Division.

(F) Underlying EBITDA

For the YearEnded 31 March

2014 (%(£ in millions) 2015 (restated) change)

Operating profit 60.2 29.4 104.8Amortisation of acquired intangibles 22.2 36.0 38.3Depreciation and amortisation of software 3.7 2.6 42.3Tax, finance costs and depreciation relating

to joint ventures (0.1) – –Share based payment charge 3.4 2.7 25.9One off items 17.9 22.1 19.0 –––––––– –––––––– ––––––––Underlying EBITDA 107.3 92.8 15.6 –––––––– –––––––– ––––––––Underlying EBITDA increased by 15.6 per cent. to £107.3 million in 2015 from £92.8 millionin 2014 due primarily to strong Television segment performance and acquisitions made duringthe year which resulted in an improvement in mix towards the Group’s higher margin televisionand family activities.

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2014(£ in millions) 2015 (restated) (% change)

Film Segment Underlying EBITDA 73.1 74.1 (1.3)Television Segment Underlying EBITDA 41.6 24.8 67.7Group costs (7.4) (6.1) 21.3 –––––––– –––––––– ––––––––Underlying EBITDA 107.3 92.8 15.6 –––––––– –––––––– ––––––––Film Segment Underlying EBITDA decreased by 1.3 per cent., from £74.1 million in 2014 to£73.1 million in 2015. The decrease was due primarily to lower theatrical activity as a result ofa different profile of titles and weaker global theatrical market conditions. The Film SegmentUnderlying EBITDA margin increased from 10.8 per cent in 2014 to 12.3 per cent. in 2015,mainly due to an increased number of revenue streams, with low margin theatrical revenuedecreasing as a proportion of total revenue against other higher margin revenue streams.

Television Segment Underlying EBITDA increased by 67.7 per cent., from £24.8 million in2014 to £41.6 million in 2015 primarily due to strong performance in the Family Business andthe acquisition of Force Four Entertainment and the Paperny group of companies in the year.EBITDA development was broadly in line with revenue growth for the Television Division forthe year ended 31 March 2015.

(G) Net finance costs

Net finance costs, comprising finance income and finance costs increased from £7.9 million in2014 to £16.2 million in 2015. Excluding the effect of one off finance income in 2014 of£3.9 million arising from foreign exchange gains and the effect of a one-off finance cost in2015 of £1.4 million arising from amendments to the Group’s senior facility, the year on yearincrease from 2014 to 2015 was £3.0 million, reflecting higher senior debt levels dueprincipally to the acquisition of the stake in The Mark Gordon Company and unfavourableforeign exchange movements in the currencies in which the Group’s revenues are generated(namely, Canadian dollars, United States dollars, United Kingdom pounds sterling, euros andAustralian dollars).

(H) Profit before tax

Profit before tax was £44.0 million in 2015 as compared to £21.5 million in 2014, due primarilyto strong Television segment performance, acquisitions made during the year and loweramortisation of acquired intangibles.

(I) Income tax charge

The Group’s tax charge for 2015 was £2.7 million as compared to a charge of £1.5 million in2014, which resulted in an effective tax rate of 6.1 per cent. as compared to an effective tax rateof 7.0 per cent. in the previous year.

On an adjusted basis, excluding share of results of joint ventures, operating one off items,amortisation of acquired intangibles, share based payment charges and one off items in netfinance costs from profit before tax, and excluding the one off net tax credits from the incometax charge, the Group’s effective tax rate was 22.5 per cent. in 2015 as compared to25.0 per cent. in 2014. This year on year decrease is due to the mix of the generation of profitby jurisdiction and the differing tax rates in those jurisdictions in the two years.

(J) Profit for the year

For the reasons discussed above, after tax profit was £41.3 million in 2015 compared to£20.0 million in 2014. As adjusted for operating one-off items, amortisation of acquiredintangibles, share based payment charges, one off items in net finance costs, tax, finance costsand depreciation related to joint ventures and one off tax credits, profit after tax was

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£68.7 million in 2015, a 17.0 per cent. increase as compared to £58.8 million in 2014, reflectingmainly higher Underlying EBITDA compared to the previous year.

(K) Net Debt

Net Debt increased from £165.1 million as at 31 March 2014 to £314.2 million as at 31 March2015, primarily due to the Group’s debt incurred to finance the acquisitions completed duringthe year ended 31 March 2015 and higher interim production financing.

(L) Adjusted Net Debt

Adjusted Net Debt increased from £111.1million as at 31 March 2014 to £224.9 million as at31 March 2015, primarily due to the Group’s debt incurred to finance the acquisitionscompleted during the year ended 31 March 2015.

6.4 Comparison of the financial results of the Group for the years ended 31 March 2014 and 31 March2013

The following analyses the principal factors affecting the Group’s results of operations during the yearended 31 March 2014 compared with the year ended 31 March 2013.

(A) Revenue

For the year ended 31 March 2014 2013 (restated) (restated) £’m £’m (% change)

Film 686.0 518.0 32.4Television 166.5 133.4 24.8Eliminations (29.5) (22.3) 32.3 –––––––– –––––––– ––––––––Total 823.0 629.1 30.8 –––––––– –––––––– ––––––––

For the year ended 31 March 2014 2013 (restated) (restated) (% change) £’m £’m

Canada 288.2 238.8 20.7United Kingdom 214.5 159.2 34.7United States 145.3 119.3 21.8Rest of Europe 113.9 68.2 67.0Rest of world 61.1 43.6 40.1 –––––––– –––––––– ––––––––Total 823.0 629.1 30.8 –––––––– –––––––– ––––––––

The Group experienced strong revenue growth in the year ended 31 March 2014, driven primarily bythe full year effect of the Alliance acquisition and increased investment in film and television content.Revenue from continuing operations increased by 30.8 per cent., from £629.1 million in 2013 to£823.0 million in 2014.

Film revenues grew by 32.4 per cent., from £518.0 million in 2013 to £686.0 million in 2014, dueprimarily to the full year effect of the Alliance acquisition and the impact of increased investment incontent.

Television revenues increased 24.8 per cent. to £166.5 million in 2014 from £133.4 million in the prioryear due primarily to the Group’s delivery of 317 half hours of television content as compared to295 half hours in 2013, which resulted from increased commissions of new programmes and seriesrenewals. Television revenue was also supported by higher international sales and growth in licensingrevenues for Peppa Pig.

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Revenue grew significantly in the United Kingdom and the rest of Europe due to the effect ofacquisitions. In the rest of Europe and the Group’s other territories, increased investment in contentalso resulted in higher revenues.

(B) Cost of sales

Cost of sales increased by 30.9 per cent., from £490.6 million in 2013 to £642.3 million in2014, and mainly reflected increased content and programme amortisation, higher print andadvertising costs due to a greater number of releases, and higher replication and distributioncosts for physical home entertainment due to a greater number of releases, all of which wasprimarily attributable, in Film, to the Alliance acquisition, and in Television, to the increasednumber of commissions and series renewals. Cost of sales as a percentage of revenue remainedconstant between 2013 and 2014.

(C) Gross profit

Gross profit increased by £42.2 million to £180.7 million in 2014 from £138.5 million in theprevious year, mainly due to the acquisition of Alliance and increased investment in theTelevision Division.


Administrative expenses increased by 21.2 per cent., from £124.8 million in 2013 to£151.3 million in 2014, primarily as a result of increased amortisation of acquired intangiblesand increased wages and salaries due to higher employee headcount following the Allianceacquisition, partially offset by a reduction in one off costs. Excluding one-off items,administrative expenses in 2014 were £129.2 million compared to £98.0 million in 2013.

As a percentage of revenues, administrative expenses decreased from 19.8 per cent. in 2013 to18.4 per cent. in 2014 due to synergies achieved in connection with the combination of theAlliance and Entertainment One businesses.

Amortisation of acquired intangibles in 2014 was £36.0 million as compared to £18.2 millionin 2013, primarily reflecting the full year charge following the increase in acquired intangiblesresulting from the acquisition of Alliance. In addition, share-based payment charges in 2014were £2.7 million as compared to £1.2 million in 2013, primarily as a result of new grantscovering approximately 100 employees under the Long Term Incentive Plan.

One-off items relating to administrative expenses in 2014 were £22.1 million as compared to£26.8 million in 2013 and included £19.5 million of net costs related to the acquisition ofAlliance and £2.6 million of other corporate projects and acquisition costs, mainly related tothe transfer of Entertainment One’s listing to the premium listing segment.

(E) Operating profit

Operating profit was £29.4 million in 2014 as compared to £13.7 million in 2013. The increasewas mainly due to increased operating efficiencies in the Group’s film business and greaterproduction activity in the Group’s television business.

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(F) Underlying EBITDA


2014 2013(£ in millions) (restated) (restated) ( %. change)

Operating profit 29.4 13.7 114.6Amortisation of acquired intangibles 36.0 18.2 97.8Depreciation and amortisation of software 2.6 2.6 –Share based payment charge 2.7 1.2 125.0One off items 22.1 26.8 (17.5) –––––––– –––––––– ––––––––Underlying EBITDA 92.8 62.5 48.5 –––––––– –––––––– ––––––––Underlying EBITDA increased by 48.5 per cent. to £92.8 million in 2014 from £62.5 millionin 2013 due primarily to the full year effect of the Alliance acquisition, the restructuring of theGroup’s Canadian and UK businesses following the acquisition of Alliance and growth inTelevision Division revenues by 24.8 per cent. as compared to the previous year.


2014 2013(£ in millions) (restated) (restated) (% change)

Film Segment Underlying EBITDA 74.1 49.3 50.3Television Segment Underlying EBITDA 24.8 18.0 37.8Group costs (6.1) (4.8) 27.1 –––––––– –––––––– ––––––––Underlying EBITDA 92.8 62.5 48.5 –––––––– –––––––– ––––––––Film Segment Underlying EBITDA increased by 50.3 per cent., from £49.3 million in 2013 to£74.1 million in 2014 and exceeded revenue growth. The increase was due primarily to the fullyear effect of the Alliance acquisition and increased operating efficiencies stemming from therestructuring of the Group’s Canadian and UK film businesses following the acquisition ofAlliance. This restructuring decreased costs by combining back office departments andrationalising suppliers.

Television Segment Underlying EBITDA increased by 37.8 per cent., from £18.0 million in2013 to £24.8 million in 2014, primarily due to strong performance in the Family Business,which reflected increased production activities.

(G) Net finance costs

Net finance costs comprising finance income and finance costs decreased from £8.2 million in2013 to £7.9 million in 2014. Excluding the effect of one-off finance income of £3.9 million in2014 and a one-off finance charge in 2013 of £2.1 million, the year-on-year increase from 2013to 2014 was £5.7 million, reflecting the full year impact of the Group’s higher average Net Debtlevels since the acquisition of Alliance.

(H) Profit before tax

Profit before tax was £21.5 million in 2014 as compared to £5.5 million in 2013, due primarilyto the full year effect of the Alliance acquisition, increased operating efficiencies in the filmbusiness and greater production activity in the television business.

(I) Income tax charge

The Group’s tax charge for 2014 was £1.5 million as compared to a charge of £6.6 million in2013, which resulted in an effective tax rate of 7.0 per cent. as compared to an effective tax rateof 120 per cent. in the previous year.

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On an adjusted basis, excluding share of results of joint ventures, operating one-off items,amortisation of acquired intangibles, share-based payment charges and one-off items in netfinance costs from profit before tax, and excluding the one-off net tax credit from the incometax charge, the Group’s effective tax rate was 25.0 per cent. in 2014 as compared to27.9 per cent. in 2013. This year-on-year decrease is due to the impact of a lower UK tax rateand changes in the mix of profits between jurisdictions with differing tax rates.

(J) Profit/loss for the year

For the reasons discussed above, after-tax profit was £20.0 million in 2014 compared to a lossof £1.1 million in 2013. As adjusted for amortisation of acquired intangibles, share-basedpayment charges, operating one-off items, one-off items within net finance costs, and a one-offtax credit, after-tax profit was £58.8 million in 2014, a 51.5 per cent. increase as compared to£38.8 million in 2013, reflecting growth in Underlying EBITDA and lower tax rates.

(K) Net Debt

Net Debt increased from £144.5 million as at 31 March 2013 to £165.1 million as at 31 March2014, primarily due to debt incurred to finance the Alliance acquisition.

(L) Adjusted Net Debt

Adjusted Net Debt increased from £87.8 million as at 31 March 2013 to £111.1 million as at31 March 2014, primarily due to debt incurred to finance the Alliance acquisition.

6.5 Historical Cash Flow including acquisitions and capital expenditure

The Group uses cash to acquire content rights, produce television programmes and films, and tomake acquisitions.

(A) Comparison of historical cash flow of the Group for the years ended 31 March 2015 and 31March 2014

Net cash from operating activitiesNet cash from operating activities increased from £258.7 million in the year ended 31 March2014 to £261.1 million in the year ended 31 March 2015. This increase reflected the growth inoperating profit, partly offset by the timing of working capital movements and increases inincome tax paid.

Net cash used in investing activitiesNet cash used in investing activities increased to £381.2 million in 2015 from £287.1 millionin 2014, due to acquisition of subsidiaries and joint ventures of £95.6 million in 2015 comparedto £6.1 million in 2014.

In 2015, the Group invested £280.8 million in the acquisition and production of content ascompared to £276.8 million in 2014.

Net cash from financing activitiesNet cash from financing activities increased to £156.9 million in 2015 as compared to£32.0 million in 2014. The increase was primarily attributable to a US$175 million extensioneffected in the 2015 Facility which was amended and restated in January 2015 in order to fundthe acquisition of The Mark Gordon Company.

(B) Comparison of historical cash flow of the Group for the years ended 31 March 2014 and31 March 2013

Net cash from operating activitiesNet cash from operating activities increased from £178.0 million in the year ended 31 March2013 to £258.7 million in the year ended 31 March 2014. This increase reflected the improved

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Underlying EBITDA and strong cash generation across the Group’s business as a result of prioryear investment in content, and the first full year of trading results from the Allianceacquisition. The increase in revenue and amortisation are reflected in the Group’s operatingcash flows before changes in working capital and provisions, which equalled £314.1 million in2014 as compared to £178.1 million in 2013. This substantial increase was partially offset byincreases in inventories and trade and other receivables and a decrease in provisions.

Net cash used in investing activitiesNet cash used in investing activities decreased to £287.1 million in 2014 from £323.1 millionin 2013, as increased investment in the acquisition and production of content was offset by asignificant decrease in cash used on the acquisition of subsidiaries as compared to 2013, theyear the Group acquired Alliance.

In 2014, the Group invested £276.8 million in the acquisition and production of content ascompared to £175.0 million in 2013. This increase was primarily attributable to the full yeareffect of the Alliance acquisition. In addition, in 2014, there was a reduction in cash used onthe acquisition of subsidiaries from £141.0 million in 2013, which was primarily due to theGroup’s acquisition of Alliance in the same year, to £6.1 million in 2014.

Net cash from financing activitiesNet cash from financing activities decreased to £32.0 million in 2014 as compared to£159.0 million in 2013. The decrease was primarily attributable to the Group’s incurrence ofless additional debt in 2014 as compared to 2013 and to the Group’s receipt of lower proceedson the issuance of shares in 2014, as compared to 2013.

7. LIQUIDITY AND CAPITAL RESOURCES

The Group manages its exposure to liquidity risk by regularly reviewing the long and short term cash flowprojections for the business against facilities and other resources available to it. Regular reports are madeassessing current facilities and debt and in the shorter term, daily, weekly and monthly reports are circulatedshowing current drawdown versus available headroom.

Historically, the Group’s liquidity requirements have arisen primarily from the need to maintain workingcapital, service its indebtedness, and fund the acquisition and production of content, and the Group expectsthese to continue to be its primary requirements. The Group’s principal sources of liquidity have been cashflow from operating activities, proceeds from equity offerings and debt financing, including drawings underthe Group’s revolving credit facility.

The Group’s financial condition and liquidity are, and will continue to be, influenced by a variety of factors,including:

• the Group’s ability to generate cash flows from its operations;

• the level of outstanding indebtedness and the interest the Group are obligated to pay on suchindebtedness, which affects net finance costs;

• the Group’s ability to continue to borrow funds from financial institutions; and

• the Group’s external growth funding requirements, which consist primarily of funding acquisitions.

In the year ended 31 March 2015, the Group used its cash mainly to purchase acquired content rights and toproduce its own content as well as to fund acquisitions. The main sources of funds were cash flow generatedby operating activities and the drawdown of interest bearing loans and borrowings.

As at 31 March 2015, the Group had total Net Debt of £314.2 million and total Adjusted Net Debt of £224.9million.

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The Group’s working capital profile is largely driven by the timing of film releases and the broadcast oftelevision programming, as well as the availability of rights for exploitation across different entertainmentwindows.

7.1 Film

The Group generates cash through the production, acquisition, sale and distribution of films.

In connection with the acquisition and distribution of a film, the Group typically pays a minimumguarantee to the film producer upon “complete delivery” of the film and also incurs advertising andpromotional expenses. Once a film begins generating revenue, the Group is entitled to recoup the costsincurred including the minimum guarantee and advertising and promotional expenses. The Group alsoretains revenue generated by the distribution of the film in payment of its distribution fee, which istypically defined as a set percentage of the film’s total gross revenues. Any additional revenue inexcess of the Group’s expenses and the distribution fee are shared with the film’s producer. The Groupis entitled to continue to collect revenue through the distribution of a film for the entire period forwhich distribution rights have been acquired, which in most cases is 15 to 25 years. However, theGroup typically generates the substantial majority of the total cash it will generate from thedistribution of a film within the first three years of distribution.

The Group also produces and subsequently distributes approximately three to five feature films eachyear. Film productions are typically financed using non-recourse interim production financing. Thesefilm production financing facilities typically have a maturity of less than two years and are repaid oncethe Group obtains cash in the form of government subsidies, tax credits, international pre-sales andfilm distribution revenues. In connection with the production of a film, as with the acquisition anddistribution of a film, the Group typically records initial operating cash outflows due to its investmentin the production. However, the Group also typically records initial positive cash flow from financingactivities due to the interim production financing it normally obtains.

7.2 Television

The Group also generates cash through the production, acquisition, sale and distribution of televisionprogrammes.

Interim production financing is typically obtained to fund the production of television programmesthe Group produces. These production financing facilities typically have a maturity of less than twoyears and are repaid once the Group obtains cash in the form of government subsidies, tax credits,broadcaster pre-sales, international sales and/or home entertainment sales. In connection with theproduction of a television programme, the Group typically records initial operating cash outflows dueto its investment in the production and concurrently records initial positive cash flow from financingactivities due to the interim production financing it normally obtains.

7.3 2015 Facility

The Group’s debt financing available for drawdown at the date of this Prospectus is governed by acredit facility which was amended and restated on 5 January 2015, pursuant to which the Lendersagreed to provide certain members of the Group with a senior secured five year revolving creditfacility which is broken down into the following currency-specific commitments: drawdown currencycaps: CAD$93.5 million, €16.8 million, £110.7 million, US$88.3 million and a term loan facilitybroken down into the following currency-specific commitments: CAD$77.1 million and£66.6 million.

Advances under the 2015 Facility are denominated in United States dollars, Canadian dollars, euro orpounds sterling and bear interest at the prevailing Eurodollar, Alternate Base Rate, Euribor, CanadianDollar Prime Rate and Canadian Dollar BA Rate as applicable, plus, in each case, the applicablemargin and the applicable cost factor to those base rates and is subject to an applicable margin ratchetlinked to the Group’s total debt ratio. Letters of credit and guarantees are also available under the 2015Facility. The 2015 Facility is guaranteed by Entertainment One and its subsidiaries (other than certain

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excluded subsidiaries including non-material subsidiaries) and is secured against substantially all ofthe assets of Entertainment One and such subsidiaries.

The 2015 Facility has the following applicable margins on the base interest rates: LIBOR3.0-3.5 per cent., Eurodollar 3.0-3.5 per cent., Alternate Base Rate 2.0-2.5 per cent.,EURIBOR 3.0-3.5 per cent., Canadian Dollar Prime Rate 2.0-2.5 per cent. and Canadian Dollar BARate 3.0-3.5 per cent.

The Group’s total debt ratio must remain within (i) 3.50 to 1.00 through 31 March 2016, (ii) within2.75 to 1.00 through to 31 March 2017, and (iii) 2.00 to 1.00 thereafter. Over the same period, theGroup’s fixed charges cover ratio may not be less than 1.50 to 1.00.

The Group may use advances under the 2015 Facility for general working capital purposes and tofinance other permitted acquisitions and investments. The advances under the 2015 Facility mature on7 January 2018, and loans may be repaid under such advances at any time without penalty, subject tocertain minimum amounts.

Mandatory repayments of the advances under the 2015 Facility are required to be made upon receiptof the net cash proceeds of certain dispositions and certain issuances of equity interests by a borroweror guarantor and net insurance proceeds. In the event that the aggregate principal amount ofoutstanding loans exceeds the total commitments of the Lenders, outstanding loans shall be prepaidand Lenders’ acceptances to eliminate such excess. A quarterly commitment fee is payable to eachLender holding commitments under the revolving credit facility based on the average amount bywhich such Lender’s commitment exceeded its share of the letters of credit, Lenders’ acceptances andloans outstanding during the preceding quarter.

The 2015 Facility is subject to customary terms and conditions, including restrictions on incurringindebtedness, granting liens or guarantees, making investments, selling assets, and making capitalexpenditures without the prior consent of the Lenders.

The 2015 Facility is governed by the laws of the State of New York.

7.4 Interim production financing

Interim production financing relates to short-term financing for the Group’s television and filmproductions, which is used to finance the portion of the Group’s productions that cannot be fundedthrough pre sales and other immediately available funding. The Group has Canadian dollar and USdollar interim production credit facilities with various banks. Interest is charged at bank prime rateplus a margin. Amounts drawn down under these facilities as at 31 March 2015 were £116.9 million.These facilities are secured by the future revenue and assets of the individual television and filmproduction subsidiaries and are non-recourse to the Group. Interest payable on interim productionfinancing loans is capitalised and forms part of the cost of investment in programmes. Theseproduction financing facilities are arranged and secured on a production-by-production basis andtypically have a maturity of less than two years and are repaid once the Group obtains cash in the formof government subsidies, tax credits, broadcaster pre-sales, international sales and presales, and/ordistribution revenues.

8. CAPITAL EXPENDITURES AND INVESTMENTS

8.1 Capital expenditures

The Group’s capital expenditures are negligible and totalled £2.9 million, £4.2 million and£3.3 million in each of the fiscal years ended 31 March 2013, 2014 and 2015, respectively.

8.2 Investments

The Group has in the past and expects to continue to make substantial investments in acquired content,the production of television programmes and films, and acquisitions. In the year ended 31 March2015, the Group invested £175.7 million in content and productions in its Film Division, which was

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£14.0 million lower than 2014, reflective of availability of quality content and timing of minimumguarantee payments. In the year ended 31 March 2013, the Group invested £95.4 million in contentand productions in its Film Division, which was lower than the year ended 31 March 2014 as it didnot include a full year of the Alliance acquisition. The Group also invested £105.1 million in theTelevision Division in the year ended 31 March 2015, which was £18.0 million higher than 2014,primarily due to the additional spend made in the newly acquired businesses of the Group. In the yearended 31 March 2013, the Group invested £79.6 million in content and productions in its TelevisionDivision, which reflects the growth profile of the Group’s television productions.

The Group makes significant investments in the acquisition and production of content and expects tocontinue to invest in the acquisition and production of content following the Acquisition. The Groupexpects its total investment in the acquisition and production of content to grow during the currentfinancial year and then moderate in subsequent years. As the business becomes more balancedbetween Film and Television following the Acquisition, investment in productions will likely make upa larger share of the Group’s investments than in the past.

The Group invested £141.0 million on acquisitions in the year ended 31 March 2013, comprisingpredominately the Alliance acquisition, £6.1 million in the year ended 31 March 2014 in respect ofthe acquisition of Art Impressions Inc., and £95.6 in the year ended 31 March 2015 comprising theacquisitions of Force Four Entertainment and the Phase 4 Films and the Paperny groups of companies,as well as the acquisition of a 50 per cent. stake in Secret Location and a 51 per cent. stake in TheMark Gordon Company. The Group expects to make substantial investments in acquisitions in thecurrent financial year, including the Acquisition.

9. CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

As at the Last Practicable Date, the schedule for payments of principal amounts outstanding

under the Group’s material long term financing arrangements was as follows:

Less than More than(£ in millions) Total 1 year 1 year

Bank borrowing (2015 Facility) (net of deferred finance charges) 268.6 19.9 248.7Interim Production Financing 116.9 69.7 47.2

10. CAPITALISATION AND INDEBTEDNESS OF THE GROUP

The following table shows the indebtedness of the Group as at 31 August 2015:

As at 31 August 2015(1)

Total Current Debt £’m

Current – Interim Production Financing 47.2Current bank borrowings (2015 Facility) 19.2Total Non-Current DebtNon-current bank borrowings (2015 Facility) (net of deferred finance charges) 282.2Non-current interim production financing 55.7Other bank loans – ––––––––Total gross indebtedness 404.4 ––––––––

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The following table shows the capitalisation of the Group as at the dates shown below:

As at As at 31 March 31 August 2015(2) 2015(1)

£’m £’mTotal shareholders' equity(3)

Stated capital 305.5 305.5Other reserves 13.7 10.9Currency translation reserve (14.0) (30.8)Treasury Shares (3.6) (3.6) –––––––– ––––––––Total shareholders' equity 301.6 282Non-controlling interest 0.2 20.9Total equity 301.8 302.9 –––––––– ––––––––Total capitalisation 687.3 707.3 –––––––– ––––––––The following table shows the net indebtedness of the Group as at 31 August 2015: As at 31 August 2015(1)

£’000

Cash and cash equivalents (59.0) ––––––––Total Liquidity (59.0) ––––––––Current bank borrowings (2015 Facility) 19.2 ––––––––Current Interim Production Financing 47.2Other bank loans – ––––––––Current financial debt 66.4 ––––––––Net current financial indebtedness 7.4Non-current bank borrowings (2015 Facility) (net of deferred finance charges) 282.2Non-current Interim Production Financing 55.7Other bank loans – ––––––––Non-current Indebtedness 338.0 ––––––––Net financial Indebtedness 345.4 ––––––––(1) The information as at 31 August 2015 is unaudited. The statements of indebtedness, capitalisation and net indebtedness have been

extracted from management accounts that have been prepared under EU IFRS using policies that are consistent with those usedin preparing the Entertainment One Ltd. Group’s annual financial statements for the year ended 31 March 2015.

(2) This has been extracted without material adjustment from the 2015 audited accounts.

(3) In both cases the capitalisation table does not include details of retained earnings.

11. QUALITATIVE DISCLOSURES ABOUT FINANCIAL RISKS

The Group’s financial risk management objectives consist of identifying and monitoring those risks whichhave an adverse impact on the value of the Group’s financial assets and liabilities or on reported profitabilityand on the cash flows of the Group.

Financial risk management

The Board considers that the main risks arising from the Group’s financial instruments are: interest rate risk,foreign currency risk, credit risk, liquidity risk and covenant risk. The Group’s Treasury department isprincipally responsible for managing the financial risks to which the Group is exposed. The use of financial

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derivatives is governed by the Group’s policies which are approved by the Board of Directors. The Groupdoes not use derivative financial instruments for speculative purposes.

Interest rate risk

The Group has an exposure to interest rate risk arising principally from changes in US dollar, Canadiandollar, Australian dollar, pounds sterling and euro interest rates. The exposure to fluctuating interest rates ismanaged by fixing portions of debt using interest rate swaps, which aims to optimise net finance expenseand reduce excessive volatility in reported earnings. Interest rate hedging activities are monitored on aregular basis. At 31 March 2015, the longest term of any debt held by the Group was until January 2018, thematurity date of the Group’s bank facility.

Foreign currency exchange rate risk

The Group’s operating activities expose it to the financial risks of changes in foreign currency exchangerates. These risk comprise translation risk (resulting from the requirement to present the results fromdifferent territories in the Group’s reporting currency) and transactional risk (which arises where businessunits enter into contracts denominated in a currency other than their local reporting currency). These includeminimum guarantee payments to film studios which are often denominated in US dollars. The Groupmanages foreign exchange exposure from transactions by undertaking foreign currency hedging usingforward foreign exchange contracts for significant transactions (principally US dollar minimum guaranteepayments). The implementation of these forward contracts is based on highly probable forecast transactionsand qualifies for cash flow hedge accounting. The majority of the Group’s subsidiaries’ operations aredomestic within their country of operation. The Group seeks to create a natural hedge of this exposurethrough a policy of aligning the currency composition of the Group’s net borrowing with its forecastoperating cash flows.

Credit risk

Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as well ascredit exposures to customers, including outstanding receivables and committed transactions. The Groupmanages credit risk on cash and deposits by entering into financial instruments with highly credit-ratedcounterparties. Counterparties’ positions are monitored on a regular basis to ensure that they are withincertain limits and there are no significant concentrations of credit risk. Trade receivables consist of a largenumber of customers, spread across diverse geographical areas. The Group conducts ongoing creditevaluations of its counterparties.

The carrying amount of cash and cash equivalents and net trade receivables recorded on the Group’sconsolidated balance sheet represents the Group’s maximum exposure to credit risk. The Group’s maximumcredit risk as of 31 March 2015 totalled £197.8 million, which comprised credit risk of £71.3 million withrespect to cash and cash equivalents and £126.5 million with respect to net trade receivables.

Liquidity risk

In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and futuredevelopments, the Group uses a mixture of long-term and short-term debt finance. Rolling forecasts of theGroup’s liquidity reserve on the basis of expected cash flows in the short, medium and long-term arecontinuously monitored. As at 31 March 2015, the Group had £71.3 million of cash and net debt of£314.2 million. The Group’s policy throughout the period has been to minimise risk by paying down debtwith surplus funds where available. The Group meets its day-to-day working capital requirements and fundsits investment in content through a revolving credit facility which matures in January 2018 and is secured onassets in the Group. The amounts drawn down by currency at 31 March 2015 were CAD$55.8 million,€7.6 million, £86.3 million and US$69.6 million. The Group has a term loan facility broken down into thefollowing currency specific commitments: CAD$77.1 million and £66.6 million.

Covenant risk

The 2015 Facility includes covenants relating to the Group’s total debt and fixed charge coverage ratios, asdescribed in paragraph 7.3 of this Part 7 (Operating and Financial Review). The Group monitors actual andforecast compliance with covenants and reports regularly to its Lenders. As at 31 March 2015 the Group hasoperated within its covenants and at 31 March 2015 had undrawn amounts of £63.7 million under the 2015Facility. The Directors consider that should the covenants be adversely impacted by the risks set out abovethere are a number of mitigating actions which would enable it to continue in compliance with the terms ofthe 2015 Facility.

12. CRITICAL ACCOUNTING POLICIES

Critical accounting estimates and judgements are those that require the application of management’s mostchallenging, subjective or complex judgements, often as a result of the need to make estimates about theeffect of matters that are inherently uncertain and may change in subsequent periods. Critical accountingpolicies involve judgements and uncertainties that are sufficiently sensitive to result in materially differentresults under different assumptions and conditions.

12.1 The areas requiring the use of estimates and critical judgements that may significantly impact theGroup’s earnings

(A) Acquired intangible assets

The Group recognises intangible assets acquired as part of a business combination at fair valueat the date of acquisition. The determination of these fair values is based upon the Directors’judgement and includes assumptions on the timing and amount of future incremental cashflows generated by the assets and selection of an appropriate cost of capital. Furthermore,management must estimate the expected useful lives of intangible assets and chargeamortisation on these assets accordingly.

(B) Impairment of goodwill

The Group determines whether goodwill is impaired at least on an annual basis. This requiresan estimation of the value-in-use of the cash generating units to which the goodwill isallocated. Estimating a value-in-use amount requires the Directors to make an estimate of theexpected future cash flows from the cash generating units and also to choose a suitable discountrate in order to calculate the present value of those cash flows.

(C) Investment in productions and investment in acquired content rights

The Group capitalises investment in productions and investment in acquired content rights andamortises to cost of sales on a revenue forecast basis. Amounts capitalised are reviewed at leastquarterly and any that appear to be irrecoverable from future net revenues are written-off to costof sales during the period the loss becomes evident. The estimate of future net revenuesdepends on management judgement and assumptions based on the pattern of historical revenuestreams and the remaining life of each contract.

(D) Provisions for onerous film contracts

The Group recognises a provision for an onerous film contract when the unavoidable costs ofmeeting the obligations under the contract exceed the expected benefits to be received under it.The estimate of the amount of the provision requires management to make judgements andassumptions of future cash inflows and outflows and also an assessment of the least cost ofexiting the contract. To the extent that events, revenues or costs differ in the future, the carryingamount of provisions may change.

(E) Share-based payments

The charge for share-based payments is determined based on the fair value of awards at the dateof grant by use of the binomial model which requires judgements to be made regardingexpected volatility, dividend yield, risk free rates of return and expected option lives.

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(F) Deferred tax

Management’s judgement is required to determine the amount of deferred tax assets andliabilities to be recognised. In particular, judgement is used when assessing the extent to whichdeferred tax assets should be recognised with consideration to the timing and level of futuretaxable income.

(G) Income tax

The actual tax the Group records on the result for the year is determined according to complextax laws and regulations. Where the effect of these laws and regulations is unclear, estimatesare used in determining the liability for tax to be paid on past profits which are recognised inthe consolidated financial statements. The Group considers the estimates, assumptions andjudgements it makes to be reasonable but this can involve complex issues which may take anumber of years to resolve. The final determination of prior year tax liabilities could bedifferent from the estimates reflected in the consolidated financial statements.

(H) Joint arrangements

The Group participates in a number of joint arrangements where control of the arrangement isshared with one or more other parties. A joint arrangement is classified as a joint operation oras a joint venture, depending on the Group’s assessment of the legal form and substance of thearrangement. The classification can have a material impact on the Group’s consolidatedfinancial statements.

(I) Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the statement offinancial position cannot be measured based on the quoted prices in active markets, their fairvalue is measured using valuation techniques including the discounted cash flow (“DCF”)methodology. The inputs to DCF models are taken from observable markets where possible,but where this is not feasible, a degree of judgement is required in establishing fair values.Judgements include consideration of inputs such as liquidity risk, credit risk and volatility.Changes in assumptions about these factors could affect the reported fair value of financialinstruments.

(J) Contingent consideration

Contingent consideration, resulting from business combinations, is valued at fair value at theacquisition date as part of the business combination. When the contingent consideration meetsthe definition of a financial liability, it is subsequently re-measured to fair value at eachreporting date. The determination of the fair value is based on discounted cash flows. The keyassumptions take into consideration the probability of meeting each performance target and thediscount factor.

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PART 8

FINANCIAL INFORMATION ON ENTERTAINMENT ONE LTD.

Documents incorporated by reference

The documents listed below are incorporated by reference into this Prospectus and are available free ofcharge from the offices of Mayer Brown International LLP, 201 Bishopsgate, London EC2M 3AF up to andincluding the date of Admission and from the Company’s website at www.entertainmentone.com. The listbelow is intended to enable Shareholders to identify easily specific items of financial information which havebeen incorporated by reference into this Prospectus. All other parts of the documents incorporated byreference which are not specified below are either not relevant to Shareholders for the purposes of the RightsIssue or are covered elsewhere in this Prospectus.

As disclosed in Note 2 to the Group’s audited consolidated financial statements for the year ended 31 March2015, from 1 April 2014, the Group adopted IFRS 10 (Consolidated Financial Statements) and IFRS 11(Joint Arrangements). The adoption of these standards had no material impact on the Group’s financialposition or performance. However, the comparative figures for the year ended 31 March 2014 have beenrestated to reflect the adoption of these accounting standards, as set out in the 2015 Annual Report.Accordingly, the financial information for the year ended 31 March 2014 has been extracted either from theaudited consolidated financial statements for the year ended 31 March 2014 or from the unaudited restatedcomparatives included in the audited consolidated financial statements for the year ended 31 March 2015.The Group has not restated its audited consolidated financial statements for the year ended 31 March 2013to reflect the adoption of these accounting standards.

The Group’s audited consolidated financial statements for the year ended 31 March 2014 includedamortisation of software within depreciation and presented amortisation of acquired intangibles separately.As a result, the comparative figures for the year ended 31 March 2013 have been restated on the same basis.The restated results for the year ended 31 March 2013 reflect the reclassification between investment inproductions and investment in acquired content rights. Accordingly, the financial information for the yearended 31 March 2013 has been extracted either from the audited consolidated financial statements or the yearended 31 March 2013 or from the unaudited restated comparatives included in the audited consolidatedfinancial statements for the year ended 31 March 2014.

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Information incorporated by Page number in reference into this document Reference document reference document

Part A: Financial information on the Group for the year ended 31 March 2013

Independent auditors’ report in relation to Group Accounts Annual Report and Accounts 2013 43

Group income statement Annual Report and Accounts 2013 44Group balance sheet Annual Report and Accounts 2013 45Group statement of changes in equity Annual Report and Accounts 2013 46Group cash flow statement Annual Report and Accounts 2013 47Notes to the accounts Annual Report and Accounts 2013 48-79

Part B: Financial information on the Group for the year ended 31 March 2014 and restatedcomparative financial information for the year ended 31 March 2013

Independent auditors’ report in relation to Group Accounts Annual Report and Accounts 2014 66-68


Part C: Financial information on the Group for the year ended 31 March 2015 and restatedcomparative financial information for the year ended 31 March 2014

Independent auditors’ report in relationto Group Accounts Annual Report and Accounts 2015 79-81


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PART 9

TAXATION

The Company is incorporated in Canada and conducts its affairs in such a way that it is regarded as residentfor tax purposes in Canada and nowhere else. This summary is prepared on the assumption that the Companywill remain resident for tax purposes in Canada and nowhere else.

1. UNITED KINGDOM TAXATION

The following comments broadly outline the taxation position of United Kingdom Shareholders who areUnited Kingdom resident and, in the case of an individual, domiciled in (and only in) the United Kingdomfor tax purposes (except insofar as express reference is made to the treatment of non-United Kingdomresidents), who are the absolute beneficial owners of Common Shares and New Common Shares (or NewDepositary Interests) (in particular Shareholders holding their Common Shares and New Common Shares orNew Depositary Interests in a depositary receipt system or clearance service should note that they may notalways be the absolute beneficial owners thereof), who are holding Common Shares, New Common Sharesor New Depositary Interests as investments (other than under an individual savings account or formerpersonal equity plans), and who have not (and are not deemed to have) acquired their Common Shares, NewCommon Shares, New Depositary Interests, Nil Paid Rights or Fully Paid Rights by virtue of an office oremployment (including any former or prospective office or employment) and who are not otherwiseconnected with the Company. The following comments do not constitute legal or tax advice and are intendedas a general guide only to certain United Kingdom tax considerations and do not purport to be acomprehensive analysis of all United Kingdom tax considerations of acquiring, holding or disposing ofCommon Shares, New Common Shares or New Depositary Interests. In particular, they may not apply tocertain classes of investor who may be subject to special rules (such as brokers, traders or dealers insecurities, insurance companies, charities, collective investment schemes or pension providers). EachShareholder’s specific circumstances will impact on their taxation position. All Shareholders arerecommended to obtain their own taxation advice. In particular, all Shareholders, including Shareholdersresident in the United Kingdom, are advised to consider the potential impact of any relevant double taxagreements on their shareholding.

The following comments are based on current United Kingdom tax legislation, case law and published HMRevenue & Customs practice (which may not be binding) which are subject to change at any time, possiblywith retrospective effect.

1.1 Taxation of Chargeable Gains

(a) New Common Shares issued and allotted pursuant to the Rights Issue

For the purposes of United Kingdom taxation of chargeable gains, the issue and allotment ofthe New Common Shares by the Company pursuant to the Rights Issue should constitute areorganisation of the Company’s share capital. On this basis, Shareholders should not betreated as making a disposal of all or any part of their holding of Common Shares by reason oftaking up their rights to New Common Shares or New Depositary Interests. Instead, ifShareholders take up all or any part of their rights to the New Common Shares or NewDepositary Interests, their existing holding of Common Shares and their New Common Sharesor their New Depositary Interests should be treated as the same asset, acquired at the time theyacquired their existing Common Shares. The subscription amount paid by a Shareholder inconsideration for the New Common Shares or New Depositary Interests should be added to thebase cost of their existing Common Shares when computing the gain or loss on any subsequentdisposal but, for the purposes of calculating the indexation allowance (in the case of corporateShareholders) on a subsequent disposal of Common Shares, the amount paid will generally betaken into account only from the time that the payment was made or the date upon whichpayment was liable to be made, not from the time the original holding was acquired. In the caseof Shareholders who are individuals, the indexation allowance is not available.

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(b) Disposal of New Common Shares

If Shareholders within the charge to the United Kingdom taxation of chargeable gains sell orotherwise dispose of all or some of the New Common Shares or New Depositary Interestsallotted to them (or their rights to acquire New Common Shares or New Depositary Interests),or if they allow or are deemed to have allowed all or some of their rights to acquire NewCommon Shares or New Depositary Interests to lapse and receive a cash payment in respect ofthem, they may, depending on their circumstances, incur a liability to United Kingdom taxationon any chargeable gain realised.

However, if the proceeds resulting from a lapse, sale or disposal of the New Common Sharesor New Depositary Interests or the rights to acquire them are “small” as compared with themarket value (on the date of lapse, sale or disposal) of the Common Shares in respect of whichthe rights arose, a Shareholder should not generally be treated as making a disposal for thepurposes of United Kingdom taxation of chargeable gains. The proceeds will instead bededucted from the acquisition cost of the relevant Common Shares for the purposes ofcomputing any chargeable gain or allowable loss on a subsequent disposal. The current practiceof HM Revenue & Customs is to apply this treatment where either (i) the proceeds of thedisposal, sale or lapse of rights do not exceed 5 per cent. of the market value (at the date of thedisposal, sale or lapse) of the Common Shares in respect of which the rights arose or (ii) theamount of the proceeds is £3,000 or less, regardless of whether the 5 per cent. test is satisfied.This treatment will not apply where such proceeds are greater than the base cost of theCommon Shares in respect of which the rights arose.

Any proceeds on sale paid to a Shareholder in respect of fractional entitlements to NewCommon Shares or New Depositary Interests will be treated as a disposal of a part of suchShareholder’s Common Shares and such Shareholder may, depending on the particularcircumstances, incur a liability to United Kingdom capital gains tax. However, as mentionedabove, if the proceeds are “small” the Shareholder should not generally be treated as making adisposal for the purposes of United Kingdom capital gains tax.

Further information in relation to the liability to United Kingdom taxation on any chargeablegain for certain types of Shareholders is set out below.

(i) Individual ShareholdersIf an individual Shareholder sells or otherwise disposes of all or some of the NewCommon Shares or New Depositary Interests (or rights to acquire New Common Sharesor New Depositary Interests) or receives a cash payment in respect of the lapse of suchrights, save to the extent that such disposal constitutes a “small” disposal, he or she may,depending on his or her circumstances and subject to any available exemption or relief,incur a liability to United Kingdom capital gains tax (“CGT”).

An individual Shareholder has an annual exemption (£11,100 for the tax year ending 5April 2016) and so will only be subject to CGT to the extent his or her total chargeablegains in the year (including any gains on the disposal or deemed disposal of his or herNew Common Shares or New Depositary Interests or his or her rights to acquire them)exceed this annual exemption.

The rate of CGT will depend on the individual Shareholder’s total taxable income andgains in the relevant tax year. An individual Shareholder whose total taxable income andgains in the tax year (including gains on a disposal or deemed disposal of New CommonShares or New Depositary Interests or his or her rights to acquire them) are more thanthe individual’s basic rate band will generally be subject to CGT at 28 per cent. on thegain on the disposal or deemed disposal of the New Common Shares or New DepositaryInterests or his or her rights to acquire them (save for any part of the gain which, whenaggregated with his or her other taxable income and gains during the tax year, is lessthan or equal to the individual’s basic rate band). An individual Shareholder whose total

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taxable income and gains in a given tax year (including gains on a disposal or deemeddisposal of New Common Shares or New Depositary Interests or his or her rights toacquire them) are less than or equal to the individual’s basic rate band will generally besubject to CGT at 18 per cent. of the gain on the disposal or deemed disposal of the NewCommon Shares or New Depositary Interests or his or her rights to acquire them,however if any capital gains exceed the unused basic rate band, the applicable rate willbe 28 per cent.

(ii) Corporate ShareholdersA Shareholder within the charge to United Kingdom corporation tax that sells orotherwise disposes of all or some of the New Common Shares or New DepositaryInterests (or rights to acquire New Common Shares or New Depositary Interests), saveto the extent that such disposal constitutes a “small” disposal, may, depending on itscircumstances and subject to any available exemption or relief, incur a liability tocorporation tax on chargeable gains. Such a Shareholder should be entitled to anindexation allowance which may reduce the chargeable gain.

(iii) Non-United Kingdom tax resident ShareholdersA Shareholder who is not resident for tax purposes in the United Kingdom will notgenerally be subject to CGT or United Kingdom corporation tax on a disposal of NewCommon Shares or New Depositary Interests (or rights to acquire New Common Sharesor New Depositary Interests), unless the Shareholder is carrying on a trade, professionor vocation in the United Kingdom through a branch or agency (or, in the case of acorporate Shareholder, they are carrying on a trade through a permanent establishment)in connection with which the New Common Shares or New Depositary Interests (orrights to acquire New Common Shares or New Depositary Interests) are used, held oracquired.

Such Shareholders may be subject to foreign taxation on any gain under local law andshould seek their own local law tax advice.

An individual Shareholder who is not UK tax resident on a temporary basis (which,depending upon the individual’s circumstances, can be up to six UK tax years) and whodisposes of all or part of his or her New Common Shares or New Depositary Interests(or rights to acquire New Common Shares or New Depositary Interests) or who receiveda cash payment in respect of the lapse of such rights during that period may be liable toCGT on his or her return to the United Kingdom subject to any available exemptions orreliefs.

1.2 Dividends

(a) United Kingdom Resident Individual Shareholders

Any dividend on the Common Shares or New Common Shares or New Depositary Interests(other than a capital dividend or certain capital gains dividends), including a stock dividend,paid or credited, or deemed to be paid or credited, by the Company to a Shareholder who is anindividual will be subject to Canadian withholding tax at the rate of 25 per cent. on the grossamount of the dividend or such lesser rate as may be available to a Shareholder under any taxconvention that Canada may have with the country in which the Shareholder is resident for thepurposes of that convention.

The terms of the Canada-United Kingdom tax convention (the “United Kingdom/CanadianDouble Taxation Treaty”) may reduce the dividend withholding tax rate to 15 per cent.depending on the status of the United Kingdom resident Shareholder, and various conditionsbeing met. The amount of the dividend received plus the dividend withholding tax willrepresent taxable dividend income for the United Kingdom individual Shareholder, eventhough the Shareholder will not have received the withholding tax amount. The Shareholder

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may be entitled to credit the dividend withholding tax against any liability to United Kingdomincome tax on the dividend except to the extent that a refund of the tax withheld is available orbecomes available under Canadian tax law or under the tax treaty. The credit would be limitedto the lesser of the dividend withholding tax or the United Kingdom tax payable on thecombined amount of the dividend plus dividend withholding tax. If the dividend withholdingtax exceeds the United Kingdom tax payable on the dividend, the excess is neither creditablenor repayable. As an alternative, the individual Shareholder can elect to reduce the grossdividend chargeable to United Kingdom tax by the amount of the dividend withholding tax.

Under United Kingdom domestic law, individual Shareholders are generally entitled to a non-refundable tax credit on dividends received from the Company. This tax credit is set against theindividual’s United Kingdom total income tax liability on the relevant dividend.

The tax credit will be equal to 10 per cent. of the aggregate of the dividend and the tax credit(i.e. one-ninth of the amount of the cash dividend received, prior to the deduction of Canadianwithholding tax) (the “gross dividend”).

An individual Shareholder’s liability to United Kingdom income tax is calculated on the grossdividend which will be regarded as the top slice of the individual’s income.

A United Kingdom resident individual Shareholder who is liable to United Kingdom incometax at the basic rate will be subject to income tax on the gross dividend at the rate of 10 percent. of the gross dividend, so that the tax credit will satisfy in full such Shareholder’s liabilityto income tax on the dividend.

A United Kingdom resident individual Shareholder who is liable to United Kingdom incometax at the higher rate will be subject to United Kingdom income tax on the gross dividend atthe rate of 32.5 per cent. (to the extent that the gross dividend when treated as the top slice ofthe Shareholder’s income falls above the lower threshold for higher rate income tax). However,such a Shareholder will be able to set the tax credit off against part of this liability. The effectof that set-off of the tax credit is that an individual Shareholder who is liable to UnitedKingdom income tax on the dividend wholly at the higher rate will have to account foradditional tax equal to 22.5 per cent. of the gross dividend (which is also equal to 25 per cent.of the cash dividend received). However this may be reduced where the individual Shareholderis entitled to credit Canadian dividend withholding tax against the liability to United Kingdomincome tax on the dividend, as described above.

A United Kingdom resident individual Shareholder who is subject to United Kingdom incometax at the additional rate will be subject to United Kingdom income tax on the gross dividendat 37.5 per cent. (to the extent that the gross dividend when treated as the top slice of theShareholder’s income falls above the threshold for additional rate income tax). However, sucha Shareholder will be able to set the tax credit off against part of this liability. The effect of thatset-off of the tax credit is that an individual Shareholder who is liable to income tax on thedividend wholly at the additional rate would have to account for additional tax equal to 27.5per cent. of the gross dividend (which is also equal to approximately 30.6 per cent. of the cashdividend received). However this may be reduced where the individual Shareholder is entitledto credit Canadian dividend withholding tax against the liability to United Kingdom income taxon the dividend, as described above.

A United Kingdom resident individual Shareholder who is not liable to income tax in respectof the gross dividend and other United Kingdom resident taxpayers who are not liable to UnitedKingdom tax on dividends, including pension funds and charities, will not be entitled to claimrepayment of the tax credit attaching to dividends paid by the Company.

The United Kingdom tax treatment of any holder of Common Shares or New Common Sharesor New Depositary Interests who is not resident in the United Kingdom, and carries on a trade,profession or vocation in the United Kingdom in relation to the Common Shares or New

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Common Shares or New Depositary Interests may be different from that described above andsuch Shareholder should seek their own tax advice.

The UK Government announced in the Summer Budget 2015 (as delivered by the Chancelloron 8 July 2015) that it will introduce legislation in the Finance Bill 2016 to replace, from 6April 2016, the dividend tax credit outlined above with a new tax free dividend allowance. Thisallowance will exempt the first £5,000 of dividend income from UK income tax regardless ofthe individual’s other taxable income. Dividend income in excess of the tax free allowance willbe taxed at 7.5 per cent. for basic rate tax payers, 32.5 per cent. for higher rate tax payers and38.1 per cent. for additional rate tax payers. Legislation in respect of these proposals has notyet been enacted and as such could be subject to change.

(b) United Kingdom Resident Corporate Shareholder

The terms of the United Kingdom/Canadian Double Taxation Treaty may reduce the dividendwithholding tax rate to either 5 per cent. or 15 per cent. depending on the status of the UnitedKingdom resident corporate Shareholder and various conditions being met.

Dividends paid to a United Kingdom resident corporate Shareholder will be taxable income ofthe United Kingdom corporate Shareholder unless (subject to special rules for Shareholdersthat are small companies) the dividends fall within an exempt class and certain other conditionsare met. It is expected that dividends paid by the Company to a United Kingdom residentcorporate Shareholder should generally be exempt, provided certain anti-avoidance provisionsare not triggered. Shareholders within the charge to United Kingdom corporation tax in respectof any such exempt dividends will not be able to claim repayment of withholding tax in respectof such exempt dividends.

To the extent that dividends are not exempt or the United Kingdom resident corporateShareholder elects for them to not be exempt, the Shareholder may be able to obtain credit forany withholding tax and any underlying tax paid by the Company, subject to certain conditions.The United Kingdom has complex double tax relief where United Kingdom residentcompanies receive dividends from non-United Kingdom resident companies and thereforeUnited Kingdom resident corporate Shareholders should seek further advice on these issues.

1.3 United Kingdom Stamp Duty and Stamp Duty Reserve Tax (“SDRT”)

No stamp duty or SDRT will be payable on the issue of Provisional Allotment Letters or split lettersof allotment or the crediting of Nil Paid Rights or Fully Paid Rights to stock accounts in CREST.

The purchase of rights to New Common Shares represented by Provisional Allotment Letters orcredited in CREST (whether nil paid or fully paid) on or before the latest time for registration ofrenunciation will not be liable to stamp duty or SDRT. An agreement to transfer the rights to such NewCommon Shares, Nil Paid Rights or Fully Paid Rights will not give rise to a charge to SDRT, providedthat the New Common Shares are not (and do not become) registered in any register kept in the UK.

No SDRT will be payable on the issue of the New Depositary Interests and no SDRT will be payableon the transfer or sale of New Depositary Interests on the assumption that: (i) the Common Shares andthe New Common Shares will be (and will remain) listed on the Official List of the London StockExchange and admitted to trading on its main market for listed securities; (ii) the Common Shares andthe New Common Shares are not (and do not become) registered in any register kept in the UK; and(iii) the central management and control of the Company is not (and will not subsequently be)exercised in the UK.

No stamp duty will be payable on the issue of the New Common Shares and no stamp duty should bepayable on the transfer or sale of the New Common Shares provided that any instrument of transferis not executed in the United Kingdom, and does not relate to any property situated or to any matteror thing done or to be done in the United Kingdom. No SDRT will be payable on the issue, transfer

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or sale of the New Common Shares, provided that the New Common Shares are not (and do notbecome) registered in any register kept in the UK.

2. CANADIAN FEDERAL INCOME TAX

2.1 General

The following discussion summarises the principal Canadian federal income tax considerationsgenerally applicable to a Qualifying Shareholder in respect of the receipt, exercise and disposition ofRights Issue Entitlement and of acquiring, holding and disposition of New Common Shares receivedupon the exercise of Rights Issue Entitlement. This summary is only applicable to a holder whoacquires Rights Issue Entitlement pursuant to the Rights Issue and a holder who acquires, as beneficialowner, New Common Shares pursuant to the exercise of Rights Issue Entitlement and who, forpurposes of the Income Tax Act (Canada) and the Income Tax Regulations (collectively, the“Canadian Tax Act”) and at all relevant times: (1) deals at arm’s length with the Company and is notaffiliated with the Company; (2) holds their Common Shares, and will hold their Rights IssueEntitlement and New Common Shares, as capital property; and (3) has not entered into, with respectto their Common Shares, and will not enter into, with respect to their Rights Issue Entitlement or NewCommon Shares, a “derivative forward agreement” as that term is defined in the Canadian Tax Act (a“Holder”). Generally, the Rights Issue Entitlement, Common Shares and New Common Shares willbe capital property to a Holder provided the Holder does not acquire or hold those Rights IssueEntitlement, Common Shares and New Common Shares in the course of carrying on a business or aspart of an adventure or concern in the nature of trade.

It is assumed that Common Shares and New Common Shares will at all material times be listed on astock exchange that is designated for the purposes of the Canadian Tax Act (which currently includesthe London Stock Exchange).

This summary is based on the current provisions of the Canadian Tax Act and the publishedadministrative policies and assessment practices of the Canada Revenue Agency publicly availableprior to the date hereof. This summary takes into account all proposed amendments to the CanadianTax Act that have been publicly announced by or on behalf of the Minster of Finance (Canada) priorto the date hereof (the “Proposed Amendments”) and assumes that such Proposed Amendments willbe enacted substantially as proposed, although no assurances can be given that such ProposedAmendments will be enacted in the form proposed or at all. This summary is not exhaustive of allpossible Canadian federal income tax considerations applicable to the holding of Rights IssueEntitlement, Common Shares or New Common Shares. Except for the Proposed Amendments, thissummary does not take into account or anticipate any other changes in law or any changes in theCanada Revenue Agency’s administrative policies and assessing practices, whether by judicial,governmental or legislative action or decision, nor does it take into account other federal or anyprovincial, territorial or foreign tax legislation or considerations which may differ from the Canadianfederal income tax considerations described herein.

The summary is of a general nature only and is not, and is not intended to be and should not beconstrued to be, legal, business or tax advice to any particular Shareholder. Holders of RightsIssue Entitlement, Common Shares or New Common Shares should consult their own taxadvisers having regard to their own particular circumstances.

Generally, for the purposes of the Canadian Tax Act, all amounts relating to the acquisition, holdingor disposition of the Rights Issue Entitlement, Common Shares and New Common Shares must beconverted into Canadian dollars based on exchange rates as determined in accordance with theCanadian Tax Act. The amount of dividends required to be included in the income of, and capital gainsor capital losses realised by, a Holder may be affected by fluctuations in the Canadian dollars/poundssterling exchange rate.

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2.2 Canadian Resident Shareholders

The following portion of the summary generally applies to a Holder who at all relevant times isresident or deemed to be resident in Canada for the purposes of the Canadian Tax Act (a “ResidentHolder”). Certain Resident Holders may be entitled to make or may have already made theirrevocable election permitted by subsection 39(4) of the Canadian Tax Act the effect of which maybe to deem to be capital property any Common Shares or New Common Shares (and all other“Canadian securities”, as defined in the Canadian Tax Act, which would not include the Rights IssueEntitlement) owned by such Resident Holder in the taxation year in which the election is made and inall subsequent taxation years. Resident Holders whose Common Shares or New Common Sharesmight not otherwise be considered to be capital property should consult their own tax advisersconcerning this election. This portion of the summary is not applicable to: (i) a Holder that is a traderor dealer in securities, (ii) a Holder that is a corporation whose principal business is the lending ofmoney or the purchasing of debt obligations or a combination thereof , (iii) a Holder an interest inwhich is a “tax shelter investment” as defined in the Canadian Tax Act, (iv) a Holder that is, forpurposes of certain rules (referred to as the mark-to-market rules) applicable to securities held byfinancial institutions, a “financial institution” as defined in the Canadian Tax Act, (v) a Holder thatreports its “Canadian tax results”(as defined in the Canadian Tax Act) in a currency other thanCanadian currency, or (vi) a Holder that is a corporation and is, or becomes as part of a transaction orevent or series of transactions or events that includes the acquisition of New Common Shares,controlled by a non-resident corporation for the purposes of the foreign affiliate dumping rules in theCanadian Tax Act. Such Holders should consult their own tax advisers.

(a) Receipt of Rights Issue Entitlement

Generally, no amount will be required to be included in computing the income of a ResidentHolder as a consequence of acquiring a Rights Issue Entitlement pursuant to the Rights Issue.The cost to a Resident Holder of a Rights Issue Entitlement received under the Rights Issuewill be nil. The cost of each Rights Issue Entitlement held by a Resident Holder will beaveraged with the adjusted cost base of each other identical Rights Issue Entitlement held bythe Resident Holder as capital property (including any identical Rights Issue Entitlementacquired otherwise than pursuant to the Rights Issue) for the purposes of determining theadjusted cost base to the Resident Holder of each Rights Issue Entitlement so held.

(b) Exercise of Rights Issue Entitlement

The exercise of a Rights Issue Entitlement will not constitute a disposition of property forpurposes of the Canadian Tax Act and, consequently, no gain or loss will be realised by aResident Holder upon the exercise of a Rights Issue Entitlement. New Common Sharesacquired by a Resident Holder upon the exercise of a Rights Issue Entitlement will have anaggregate cost to the Resident Holder equal to the aggregate Rights Issue Price paid plus theadjusted cost base to the Resident Holder of the Rights Issue Entitlement exercised (if any).

The cost of each New Common Share held by a Resident Holder will be averaged with theadjusted cost base of each other identical Common Share held by the Resident Holder as capitalproperty for the purpose of determining the adjusted cost base to that Resident Holder of eachCommon Share or New Common Shares.

(c) Disposition of a Rights Issue Entitlement or New Common Shares

Generally, on a disposition or deemed disposition such as lapse of a Rights Issue Entitlementor a disposition of New Common Shares, a Resident Holder will realise a capital gain (orcapital loss) equal to the amount, if any, by which the proceeds of disposition, net of anyreasonable costs of disposition, exceed (or are less than) the adjusted cost base to the ResidentHolder of the Rights Issue Entitlement or the New Common Share immediately before thedisposition or deemed disposition.

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Generally, a Resident Holder is required to include in computing its income for a taxation yearone-half of the amount of any capital gain (a “taxable capital gain”) realised in the year. Subjectto and in accordance with the provisions of the Canadian Tax Act, a Resident Holder is requiredto deduct one-half of the amount of any capital loss (an “allowable capital loss”) realised in ataxation year from taxable capital gains realised by the Resident Holder in the year andallowable capital losses in excess of taxable capital gains for the year may be carried back anddeducted in any of the three preceding taxation years or carried forward and deducted in anysubsequent taxation year against net taxable capital gains realised in such years.

The amount of any capital loss realised by a Resident Holder that is a corporation on thedisposition of a New Common Share may be reduced by the amount of any dividends received(or deemed to be received) by the Resident Holder on such New Common Share to the extentand under the circumstances prescribed by the Canadian Tax Act.

Similar rules may apply where a New Common Share is owned by a partnership or trust ofwhich a corporation, trust or partnership is a member or beneficiary. Such Resident Holdersshould consult their own tax advisers.

(d) Dividends

A Resident Holder will be required to include in computing its income for a taxation year anydividends received (or deemed to be received) on the New Common Shares. In the case of aResident Holder that is an individual (other than certain trusts), such dividends will be subjectto the gross-up and dividend tax credit rules applicable to taxable dividends received fromtaxable Canadian corporations, including the enhanced gross-up and dividend tax creditapplicable to any dividends designated by the Company as an eligible dividend in accordancewith the provisions of the Canadian Tax Act. A dividend received (or deemed to be received)by a Resident Holder that is a corporation will generally be deductible in computing thecorporation’s taxable income.

A Holder that is “private corporation”, as defined in the Canadian Tax Act, or any othercorporation controlled, whether because of a beneficial interest in one or more trusts orotherwise, by or for the benefit of an individual (other than a trust) or a related group ofindividuals (other than trusts), will generally be liable to pay a refundable tax of 331⁄3 per cent.under Part IV of the Canadian Tax Act on dividends received (or deemed to be received) on theNew Common Shares to the extent such dividends are deductible in computing the ResidentHolder’s taxable income for the taxation year.

2.3 Non-Canadian Resident Shareholders

This portion of the summary is generally applicable to a Holder who, at all relevant times, forpurposes of the Canadian Tax Act and any applicable income tax convention, is not, and is not deemedto be, resident in Canada and does not use or hold their Rights Issue Entitlements, Common Sharesor New Common Shares in a business carried on in Canada (a “Non-Resident Holder”). Specialrules, which are not discussed in this summary, may apply to a non-Canadian Shareholder that is aninsurer that carries on an insurance business in Canada and elsewhere.

(a) Receipt and exercise of Rights Issue Entitlement

The issuance of a Rights Issue Entitlement pursuant to the Rights Issue to or the exercise of aRights Issue Entitlement by a Non-Resident Holder will not be subject to Canadianwithholding tax and no other tax will be payable under the Canadian Tax Act by a Non-Resident Holder in respect of the issuance or exercise of a Rights Issue Entitlement. The costof a Rights Issue Entitlement received under the Rights Issue will be nil. The cost of each Rightheld by a Non-Resident Holder will be averaged with the adjusted cost base of each otheridentical Right held by the Non-Resident Holder as capital property (including any identicalrights acquired otherwise than pursuant to the Rights Issue) for the purposes of determining theadjusted cost base to the Non-Resident Holder of each Right so held.

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(b) Disposition of a Rights Issue Entitlement or New Common Shares

A Non-Resident Holder generally will not be subject to tax under the Canadian Tax Act on anycapital gains realised by the Non-Resident Holder on a disposition or lapse of Rights IssueEntitlement or a disposition of New Common Shares unless the Right or New Common Shareconstitutes “taxable Canadian property” to the Non-Resident Holder for the purposes of theCanadian Tax Act and the Non-Resident Holder is not entitled to relief under an applicableincome tax convention between Canada and the country in which the Non-Resident Holder isresident.

Generally, the Rights Issue Entitlement will not constitute taxable Canadian property to a Non-Resident Holder at a particular time provided that the Common Shares and issued NewCommon Shares are listed at that time on a designated stock exchange (which includes theLondon Stock Exchange), unless at any particular time during the 60-month period that endsat that time: (i) the Rights Issue Entitlements are exercisable for or entitle, (a) the Non-ResidentHolder; (b) persons with whom the Non-Resident Holder does not deal with at arm’s length;and (c) partnerships in which the Non-Resident Holder or a person described in (b) holds amembership interest directly or indirectly through one or more partnerships, to receive 25 percent. or more of the Common Shares and the issued New Common Shares of the Company(including the New Common Shares to be issued pursuant to the Rights Issue Entitlement beingdisposed); and (ii) more than 50 per cent. of the fair market value of the Common Shares of theCompany was derived directly or indirectly from one or any combination of: (a) real orimmovable properties situated in Canada, (b) “Canadian resource properties” (as defined in theCanadian Tax Act), (c) “timber resource properties” (as defined in the Canadian Tax Act), and(d) options in respect of, or interests in, or for civil law rights in, property in any of theforegoing whether or not the property exists.

Generally, the New Common Shares will not constitute taxable Canadian property to a Non-Resident Holder at a particular time provided that the New Common Shares are listed at thattime on a designated stock exchange (which includes the London Stock Exchange), unless atany particular time during the 60-month period that ends at that time: (i) one or anycombination of; (a) the Non-Resident Holder; (b) persons with whom the Non-Resident Holderdoes not deal with at arm’s length; and (c) partnerships in which the Non-Resident Holder ora person described in (b) holds a membership interest directly or indirectly through one or morepartnerships, has owned 25 per cent. or more of the issued shares of any class or series of thecapital stock of the Company; and (ii) more than 50 per cent. of the fair market value of theNew Common Shares was derived directly or indirectly from one or any combination of: (i)real or immovable properties situated in Canada; (ii) “Canadian resource properties” (asdefined in the Canadian Tax Act); (iii) “timber resource properties” (as defined in the CanadianTax Act); and (iv) options in respect of, or interests in, or for civil law rights in, property in anyof the foregoing whether or not the property exists.

Notwithstanding the foregoing, in certain circumstances set out in the Canadian Tax Act, NewCommon Shares could be deemed to be taxable Canadian property. Non-Resident Holderswhose Rights Issue Entitlement or New Common Shares may constitute taxable Canadianproperty should consult their own tax advisers.

2.4 Dividends

Dividends paid or credited on the New Common Shares or deemed to be paid or credited on the NewCommon Shares to a Non-Resident Holder will be subject to Canadian withholding tax at the rate of25 per cent. on the gross amount of the dividend, subject to any reduction in the rate of withholdingto which the Non-Resident Holder is entitled under any applicable income tax convention. Forexample, pursuant to the United Kingdom/Canadian Double Taxation Treaty, the rate of withholdingtax applicable to a dividend paid on a New Common Share to a person who is a beneficial owner ofthe dividend and a resident of the United Kingdom for the purposes of the United Kingdom/CanadianDouble Taxation Treaty will generally be reduced to 15 per cent. of the gross amount of the dividend.

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3. UNITED STATES FEDERAL INCOME TAX

The following is a discussion of certain US federal income tax consequences to US Holders (as definedbelow) of the receipt, exercise and disposition of the Nil Paid Rights received pursuant to this offering, thereceipt, exercise and disposition of the Fully Paid Rights as a result of the exercise of such Nil Paid Rights,and the receipt, ownership and disposition of the Company’s New Common Shares and/or the NewDepositary Interests received through the ownership of such Fully Paid Rights (and, solely to the extentdiscussed below in “US Foreign Account Tax Compliance Withholding”, shareholders that are not USHolders). This discussion is not a complete analysis or listing of all of the possible tax consequences of suchtransactions and does not address all tax considerations that might be relevant to particular holders in lightof their personal circumstances or to persons that are subject to special tax rules. In particular, theinformation set forth below deals only with US Holders that will hold the Nil Paid Rights, Fully Paid Rights,New Common Shares and/or New Depositary Interests as capital assets for US federal income tax purposes(generally, property held for investment) and that do not own, and are not treated as owning, at any time, 10per cent. or more of the total combined voting power of all classes of the Company’s stock entitled to vote.In addition, this description of the material US federal income tax consequences does not address the taxtreatment of special classes of US Holders, such as:

• financial institutions;

• regulated investment companies;

• real estate investment trusts;

• tax-exempt entities;

• insurance companies;

• persons holding the Nil Paid Rights, Fully Paid Rights, New Common Shares and/or New DepositaryInterests as part of a hedging, integrated or conversion transaction, constructive sale or “straddle”;

• persons who acquired Nil Paid Rights, Fully Paid Rights, New Common Shares and/or NewDepositary Interests through the exercise or cancellation of employee stock options or otherwise ascompensation for their services;

• US expatriates;

• persons subject to the alternative minimum tax;

• dealers or traders in securities or currencies; or

• US Holders whose functional currency is not the US dollar.

For the purposes of this section, “US Holder” means a beneficial owner of Nil Paid Rights, Fully PaidRights, New Common Shares and/or New Depositary Interests that, for US federal income tax purposes, is:(i) an individual who is a citizen or resident of the United States; (ii) a corporation (or other entity treated asa corporation for US federal income tax purposes) created or organised under the laws of the United Statesor any state thereof or the District of Columbia; (iii) an estate the income of which is subject to US federalincome taxation regardless of its source; or (iv) a trust (a) if a court within the United States is able toexercise primary supervision over its administration and one or more US persons have authority to controlall substantial decisions of the trust or (b) that has a valid election in effect under applicable US Treasuryregulations to be treated as a US person.

If an entity treated as a partnership or other pass-through entity is a beneficial owner of Nil Paid Rights, FullyPaid Rights, New Common Shares or New Depositary Interests, the tax treatment of a partner or other ownerwill generally depend upon the status of the partner (or other owner) and the activities of the entity. If aShareholder is a partner (or other owner) of a partnership or other pass-through entity that acquires Nil PaidRights, Fully Paid Rights, New Common Shares or New Depositary Interests, such Shareholder is urged toconsult its tax adviser regarding the tax consequences of such entity acquiring, owning and disposing of NilPaid Rights, Fully Paid Rights, New Common Shares or New Depositary Interests.

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The following discussion is based upon the US Internal Revenue Code of 1986, as amended (the “Code”),US judicial decisions, administrative pronouncements, and existing and proposed US Treasury regulations,all as in effect as of the date hereof. All of the preceding authorities are subject to change, possibly withretroactive effect, so as to result in US federal income tax consequences different from those discussedbelow. The Company has not requested, and will not request, a ruling from the US Internal Revenue Service(the “IRS”) with respect to any of the US federal income tax consequences described below, and as a resultthere can be no assurance that the IRS will not disagree with or challenge any of the conclusions theCompany has reached and described herein.

The following discussion is for general information only and is not intended to be, nor should it be construedto be, legal or tax advice to any Shareholder or prospective Shareholder and no opinion or representationwith respect to the US federal income tax consequences to any such Shareholder or prospective Shareholderis made. Prospective purchasers are urged to consult their tax advisers as to the particular consequences tothem under US federal, state and local, and applicable foreign, tax laws of the acquisition, ownership anddisposition of Nil Paid Rights, Fully Paid Rights, New Common Shares and/or New Depositary Interests.

For US federal income tax purposes, US Holders of New Depositary Interests will be treated as owning theunderlying Common Shares represented by the New Depositary Interests held by them. This discussionassumes such treatment is respected.

3.1 Tax treatment of Rights Issue Entitlement

(a) Receipt of Nil Paid Rights

Under Section 305 of the Code, a US Holder who receives a Nil Paid Right pursuant to theRights Issue could, in certain circumstances, be treated as having received a taxable distributionin an amount equal to the value, if any, of such Nil Paid Right. One such instance would bewhere as a result of the Rights Issue, a shareholder’s proportionate interest in the earnings andprofits or assets of the Company is increased and any other shareholder (or deemedshareholder) receives a distribution (or deemed distribution) of cash or other property from theCompany. The application of Section 305 of the Code to the Rights Issue is not clear in severalrespects. For example, there is a risk that a holder of Common Shares and/or DepositaryInterests who, in connection with the Rights Issue, receives net proceeds (the “premiums”)from the sale by the Underwriters of New Common Shares and/or New Depositary Interestscould be treated as receiving cash from the Company rather than treated as having received thecorresponding Nil Paid Rights and then selling either the Nil Paid Rights or the correspondingNew Common Shares and/or New Depositary Interests (as further discussed below). If someholders of Common Shares and/or Depositary Interests are treated as receiving cash from theCompany, the receipt of Nil Paid Rights by others (to the extent it results in a proportionateincrease in the assets or earnings and profits of the Company) could be treated as a taxablestock dividend. However, based on the particular facts relating to the Nil Paid Rights and thesale by the Underwriters of New Common Shares and/or New Depositary Interests, theCompany believes it is proper to take the position that the distribution of Nil Paid Rights shouldnot be treated as a taxable stock dividend under Section 305(a) of the Code. It is possible thatthe IRS will take a contrary view and require a US Holder to include in taxable income as adividend the fair market value of the Nil Paid Right received by such US Holder. For furtherdiscussion of taxation of dividends, see section 3.3 (Distributions), below. US Holders arestrongly urged to consult their own tax advisors regarding the risk of having a taxabledistribution as a result of the receipt of a Nil Paid Right. The remainder of this discussionassumes that the receipt of the Nil Paid Rights will not be a taxable event for US federal incometax purposes.

Assuming the Company’s position is respected, a US Holder will not be subject to US federalincome taxation upon the receipt of Nil Paid Rights pursuant to the Rights Issue. The basis ofNil Paid Rights received by a US Holder will be zero, unless either (i) the fair market value ofthe Nil Paid Rights is 15 per cent. or more of the fair market value (on the date of distribution)of the Common Shares and/or Depositary Interests with respect to which the Nil Paid Rights

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are distributed or (ii) the US Holder irrevocably elects, in its federal income tax return for thetaxable year in which it receives the Nil Paid Rights, to allocate part of the basis of suchCommon Shares and/or Depositary Interests to the Nil Paid Rights received by the US Holderin the Rights Issue. If either (i) or (ii) applies, upon the exercise or other disposition of Nil PaidRights, the US Holder’s basis in such Common Shares and/or Depositary Interests will beallocated between such Common Shares and/or Depositary Interests and the Nil Paid Rights inproportion to the fair market values of each on the date of distribution of the Nil Paid Rights.

(b) Exercise of Nil Paid Rights and receipt of New Common Shares and/or New DepositaryInterests

A US Holder will not recognise any gain or loss upon the receipt of Fully Paid Rights throughthe exercise of Nil Paid Rights or the receipt of New Common Shares and/or New DepositaryInterests through the ownership of Fully Paid Rights. The basis of Fully Paid Rights acquiredupon exercise of Nil Paid Rights (and the New Common Shares and/or New DepositaryInterests acquired through the ownership of such Fully Paid Rights) will be equal to the sum ofthe US Holder’s basis, if any, in the Nil Paid Rights exercised and the Rights Issue Price paidwith respect to the Nil Paid Rights exercised. The US Holder’s holding period for the Fully PaidRights received upon exercise of the Nil Paid Rights and the holding period of the NewCommon Shares and/or New Depositary Interests acquired through the ownership of suchFully Paid Rights should generally begin on the date of exercise of the Nil Paid Rights.

(c) Sale or other taxable disposition of Nil Paid Rights and Fully Paid Rights

Upon a sale or other taxable disposition of a Nil Paid Right or a Fully Paid Right, a US Holderwill generally recognise capital gain or loss in an amount equal to the difference between theamount realised and the US Holder’s adjusted tax basis in the Nil Paid Right or Fully PaidRight. The amount realised on a sale or other taxable disposition of a Nil Paid Right or FullyPaid Right generally will be the amount of cash received in such sale or other disposition forsuch Nil Paid Right or Fully Paid Right. If the consideration received is not paid in US dollars,the amount realised will generally be the US dollar value of the payment received (asdetermined on the date of the sale or other disposition). However, if the Nil Paid Rights or theFully Paid Rights are treated as traded on an “established securities market” and the US Holderis a cash basis taxpayer, or an accrual basis taxpayer who has made a special election, the USHolder will determine the US dollar value of the cost in a foreign currency by translating theamount paid at the spot rate of exchange on the settlement date of the sale. Any gain or loss aUS Holder recognises on the sale or other disposition of a Nil Paid Right to a third party willgenerally be long-term capital gain or loss if the US Holder’s holding period in the Nil PaidRight is deemed to be greater than one year. A US Holder’s holding period in a Nil Paid Rightwill be deemed to have begun on the same date as that of the Common Shares and/orDepositary Interests with respect to which the US Holder received such Nil Paid Right. Thegain or loss recognised on the sale or other disposition of a Fully Paid Right will likely be short-term capital gain or loss. Short-term capital gain or loss of a non-corporate US Holder isgenerally taxed at the same rates as ordinary income. Any gain or loss will generally be treatedas US source gain or loss. The deductibility of capital losses is subject to limitations.

A US Holder’s tax basis in any foreign currency received on the sale or other disposition of aNil Paid Right or Fully Paid Right will be equal to the US dollar amount realised on such saleor disposition. Any gain or loss realised on a subsequent conversion of the foreign currency willgenerally be US source ordinary income or loss.

Notwithstanding the foregoing, if a US Holder allows a Nil Paid Right to expire without theNil Paid Right being exercised, sold or exchanged, and does not receive any amount, includingany amount described in Part 3 (Terms and Conditions of the Rights Issue) of this document,the US Holder should not recognise a gain or loss for US tax purposes. In addition, if such USHolder had previously allocated to the Nil Paid Rights a portion of the basis of the CommonShares and/or Depositary Interests held by the US Holder, that basis will be re-allocated to suchCommon Shares and/or Depositary Interests.

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(d) Proceeds from sale by the Underwriters

The US federal income tax treatment of a US Holder that, in connection with the Rights Issue,receives the “premiums” as a result of the sale by the Underwriters of New Common Sharesand/or New Depositary Interests at a premium over the Rights Issue Price (as described in Part3 (Terms and Conditions of the Rights Issue) of this document) is not free from doubt.Generally, such a US Holder will be treated, for US federal income tax purposes, either ashaving sold the Nil Paid Rights (as described above) or as having exercised the Nil Paid Rightsand sold the corresponding New Common Shares and/or New Depositary Interests. A USHolder that is treated as having sold the New Common Shares and/or New Depositary Interestswill likely recognise a short-term capital gain or loss as described below under section 3.4(Sale, exchange or other taxable disposition of New Common Shares or New DepositaryInterests), regardless of the holding period of the Nil Paid Rights. US Holders that receiveamounts in respect of lapsed Nil Paid Rights or in lieu of receiving Nil Paid Rights shouldconsult their own tax advisers regarding the US federal income tax treatment of such amounts.

3.2 Passive Foreign Investment Company Considerations

Special US federal income tax rules apply to US persons owning stock of a passive foreign investmentcompany (“PFIC”). A foreign corporation will be considered a PFIC for any taxable year in which,after taking into account the income and assets of the corporation and certain subsidiaries pursuant toapplicable “look through” rules, either: (1) at least 75 per cent. of its gross income is “passive” income(the “income test”) or (2) at least 50 per cent. of the average value of its assets is attributable to assetsthat produce passive income or are held for the production of passive income (the “asset test”). Forpurposes of determining whether a foreign corporation will be considered a PFIC, such foreigncorporation will be treated as holding its proportionate share of the assets and receiving directly itsproportionate share of the income of any other corporation in which it owns, directly or indirectly,more than 25 per cent. (by value) of the stock.

The Company believes that it is not currently and does not expect to become a PFIC for US federalincome tax purposes. However, because PFIC status is fundamentally factual in nature, generallycannot be determined until the close of the taxable year in question and is determined annually, noassurance can be given that the Company will not become a PFIC for future years. US Holders areurged to consult their own tax advisers about the US federal income tax consequences that wouldapply to them if the Company were a PFIC.

Subject to the discussion of the mark-to-market election below, if the Company is treated as a PFICfor any year during a US Holder’s holding period of a Fully Paid Right, a New Common Share or aNew Depositary Interest (and under proposed Treasury Regulations, a Nil Paid Right), the US Holderwill be subject to special rules with respect to any gain realised on the sale or other disposition of suchFully Paid Right, New Common Shares or New Depositary Interests (or, under proposed TreasuryRegulations, Nil Paid Right).

Under these rules:

• the gain will be allocated rateably over the US Holder’s holding period for the New CommonShares or New Depositary Interests;

• the amount allocated to the taxable year in which the gain is realised will be taxed as ordinaryincome;

• the amount allocated to each prior year, with certain exceptions, will be taxed at the highest taxrate in effect for that year; and

• the interest charge generally applicable to underpayments of tax will be imposed in respect ofthe tax attributable to each such prior year to which such gain is allocated.

If the Company should make an “excess distribution” to Shareholders (generally, any distributions toShareholders during a single taxable year that are greater than 125 per cent. of the average annual

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distributions received by Shareholders in respect of the New Common Shares and New DepositaryInterests during the three preceding taxable years or, if shorter, the holding period for the NewCommon Shares or New Depositary Interests) and the Company is treated as a PFIC, the excessdistribution would be treated the same way a gain would be treated, as described in the precedingparagraph.

Because the New Common Shares and New Depositary Interests are publicly traded on a qualifiedexchange and assuming the New Common Shares and New Depositary Interests will be tradedsufficiently regularly to qualify as “marketable stock”, if the Company is a PFIC, US Holders maymake a mark-to-market election. If this election is made, the PFIC rules described above will notapply. Instead, in general, an electing US Holder will include in ordinary income each year the excess,if any, of the fair market value of the New Common Shares and New Depositary Interests at the endof the taxable year over the adjusted basis of the New Common Shares and New Depositary Interests.US Holders will also be allowed to take an ordinary loss in respect of the excess, if any, of the adjustedbasis of the New Common Shares and New Depositary Interests over their fair market value at the endof the taxable year (but only to the extent of the net amount of previously included income as a resultof the mark-to-market election). The basis in the New Common Shares and New Depositary Interestswill be adjusted to reflect any such income or loss amounts.

US Holders who own New Common Shares or New Depositary Interests during any year that theCompany is a PFIC must file IRS Form 8621.

3.3 Distributions

Subject to the discussion above regarding PFICs and amounts treated as “excess distributions”, thegross amount of any distribution made by the Company will generally be subject to US federal incometax as dividend income to the extent paid out of the Company’s current or accumulated earnings andprofits, as determined under US federal income tax principles. Such amount will be includable ingross income by a US Holder as ordinary income on the date that such US Holder actually orconstructively receives the distribution in accordance with its regular method of accounting for USfederal income tax purposes. The amount of any distribution made by the Company in property otherthan cash will be the fair market value (determined in US dollars) of such property on the date of thedistribution. Dividends paid by the Company will not be eligible for the dividends received deductionallowed to corporations.

Subject to certain exceptions with respect to short-term and hedged positions, dividends received bynon-corporate US Holders from a “qualified foreign corporation” may be eligible for reduced rates oftaxation. A qualified foreign corporation includes a foreign corporation that is not a PFIC and iseligible for the benefits of a comprehensive income tax treaty with the United States that the USTreasury determines to be satisfactory for these purposes and that includes an exchange ofinformation provision. The US Treasury has determined that the tax treaty with Canada meets theserequirements and the Company believes that it is eligible for the benefits of this treaty.

To the extent that a distribution exceeds the amount of the Company’s current and accumulatedearnings and profits, as determined under US federal income tax principles, it will be treated first asa tax-free return of capital, causing a reduction in a US Holder’s adjusted tax basis in the NewCommon Shares or New Depositary Interests held by such US Holder (thereby increasing the amountof gain, or decreasing the amount of loss, to be recognised by such US Holder upon a subsequentdisposition of the New Common Shares or New Depositary Interests), with any amount that exceedsthe US Holder’s adjusted tax basis being treated as a capital gain recognised on a sale, exchange orother taxable disposition (as discussed below). However, the Group does not intend to maintaincalculations of the Group’s earnings and profits in accordance with US federal income tax principles,and US Holders should therefore assume that any distribution by the Company with respect to theCompany’s New Common Shares and New Depositary Interests will be treated as a dividend for USfederal income tax purposes.

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Subject to certain limitations (including a minimum holding period requirement), any Canadian taxwithheld with respect to distributions made on the New Common Shares or New Depositary Interestswill be treated as foreign income tax eligible for credit against a US Holder’s US federal income taxliability. Alternatively, a US Holder may, subject to applicable limitations, elect to deduct otherwisecreditable Canadian withholding tax for US federal income tax purposes provided such election ismade for all foreign income taxes paid or accrued for the relevant taxable year. Dividends received onthe New Common Shares or New Depositary Interests will be treated as income from sources outsidethe United States and generally will constitute “passive category income” for US foreign tax creditlimitation purposes. The rules governing the foreign tax credit are complex and involve the applicationof rules that depend upon a US Holder’s particular circumstances. Accordingly, US Holders are urgedto consult their tax advisers regarding the availability of the foreign tax credit under their particularcircumstances.

The gross amount of any distribution that is treated as a dividend and paid to a US Holder in foreigncurrency will be included by such US Holder in income in a US dollar amount calculated by referenceto the exchange rate in effect on the day the US Holder actually or constructively received thedistribution in accordance with their regular method of accounting for US federal income tax purposesregardless of whether the payment is in fact converted into US dollars. If the foreign currency isconverted into US dollars on the date of actual or constructive receipt, US Holders should not berequired to recognise any foreign currency gain or loss with respect to the receipt of the foreigncurrency. If, instead, the foreign currency is converted at a later date, any currency gains or lossesresulting from the conversion of the foreign currency will be treated as US source ordinary income orloss and will not be eligible for the special tax rate applicable to qualified dividend income.

3.4 Sale, exchange or other taxable disposition of New Common Shares or New Depositary Interests

A US Holder generally will recognise gain or loss upon the sale, exchange or other taxable dispositionof the New Common Shares or New Depositary Interests in an amount equal to the differencebetween: (i) the amount realised upon the sale, exchange or other taxable disposition and (ii) such USHolder’s adjusted tax basis in the New Common Shares or New Depositary Interests. The basis ofNew Common Shares or New Depositary Interests will be as described above under “Taxation of NilPaid Rights and Fully Paid Rights-Exercise of Nil Paid Rights and Receipt of New Common Sharesand/or New Depositary Interests.”

If a US Holder receives foreign currency upon such a disposition, the amount realised will generallybe based on the US dollar value of such foreign currency translated at the spot rate on the date ofdisposition. However, if the relevant New Common Shares or New Depositary Interests are treated astraded on an “established securities market” and the US Holder is a cash basis taxpayer, or an accrualbasis taxpayer who has made a special election, the US Holder will determine the US dollar value ofthe amount realised in a foreign currency by translating the amount received at the spot rate ofexchange on the settlement date of the sale or other taxable disposition.

Subject to the discussion above regarding gains on the sale of PFIC stock, gain or loss recognised bya US Holder upon the sale, exchange or other taxable disposition of the New Common Shares or NewDepositary Interests will generally be capital gain or loss and long-term capital gain or loss if the USHolder’s holding period exceeds one year. Long-term capital gains of non-corporate US Holders(including individuals) are generally subject to preferential rates of US federal income tax. Thedeductibility of capital losses is subject to limitations under the Code. A gain or loss, if any, that a USHolder realises upon a sale, exchange or other taxable disposition of New Common Shares or NewDepositary Interests will be treated as having a US source for US foreign tax credit limitationpurposes. If a US Holder receives any foreign currency on the sale of New Common Shares or NewDepositary Interests, such US Holder may recognise US source ordinary income or loss as a result ofcurrency fluctuations between the date of disposition and the date the sale proceeds are converted intoUS Dollars.

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3.5 Additional tax on passive income

A non-corporate US Holder will generally be required to pay an additional 3.8 per cent. tax on thelesser of (i) the US Holder’s “net investment income” for the relevant taxable year and (ii) the excessof the US Holder’s modified adjusted gross income for the taxable year over a certain threshold(which in the case of individuals will be between US$125,000 and US$250,000, depending on theindividual’s circumstances). A US Holder’s net investment income generally includes, among otherthings, dividends and net gain from the disposition of property (other than property held in a trade orbusiness that does not consist of certain passive or trading activities). Such tax will apply to paymentsof dividends on the New Common Shares or New Depositary Interests and to capital gains from thesale or other disposition of the Nil Paid Rights, Fully Paid Rights, New Common Shares or NewDepositary Interests, unless derived in the ordinary course of the conduct of a trade or business (otherthan a trade or business that consists of certain passive or trading activities).

3.6 Information reporting and backup withholding

In general, information reporting will apply to dividends paid to a US Holder in respect of the NewCommon Shares or New Depositary Interests and the proceeds received by a US Holder from the sale,exchange or other disposition of Nil Paid Rights, Fully Paid Rights, or New Common Shares or NewDepositary Interests within the United States unless a US Holder is a corporation or other exemptrecipient. Backup withholding may apply to such payments if a US Holder fails to provide a taxpayeridentification number or certification of exempt status or fails to report in full dividend and interestincome. Backup withholding is not an additional tax. Any amounts withheld under the backupwithholding rules will be allowed as a refund or credit against a US Holder’s US federal income taxliability, provided that the required information is timely furnished to the IRS.

In addition, US Holders should be aware of reporting requirements with respect to the holding ofcertain foreign financial assets, including stock or securities issued by foreign issuers that is not heldin an account maintained by certain financial institutions, if the aggregate value of all of such assetsexceeds US$50,000. The US Treasury and IRS continue to issue new guidance regarding theseinformation reporting requirements, and US Holders are urged to consult their own tax advisersregarding the application of the information reporting rules to the Nil Paid Rights, Fully Paid Rights,New Common Shares and New Depositary Interests and their particular situations.

3.7 US Foreign Account Tax Compliance withholding

Provisions under the Code and Treasury regulations thereunder commonly referred to as “FATCA”impose 30 per cent withholding on certain “foreign passthru payments” made by a foreign financialinstitution that has entered into an agreement with the IRS to perform certain diligence and reportingobligations with respect to the financial institution’s US-owned accounts. The Company does notexpect to be a foreign financial institutions for purposes of FATCA. However, if the Company weredeemed to be a foreign financial institution for purposes of FATCA, withholding under FATCA couldapply to payments due under New Common Shares or New Depositary Interests to the extent suchpayments are considered foreign passthru payments. Under current guidance, the term “foreignpassthru payment” is not defined and it is therefore not clear whether or to what extent payments onthe New Common Shares or New Depositary Interests would be considered foreign passthrupayments. Withholding on foreign passthru payments would not be required with respect to paymentsmade before the later of 1 January 2019 and the date on which final regulations that define “foreignpassthru payments” are published. The US has entered into inter-governmental agreements withCanada and certain other jurisdictions that will modify the FATCA withholding regime describedabove. It is not yet clear how the inter-governmental agreements between the US and thesejurisdictions will address “foreign passthru payments.” Prospective investors should consult their taxadvisers regarding the consequences of FATCA, or any inter-governmental agreement or non-USlegislation implementing FATCA, to their investment in the New Common Shares or New DepositaryInterests.

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PART 10

ADDITIONAL INFORMATION

1. RESPONSIBILITY

The Company and the Directors of the Company, whose names, business addresses and functions are set outin paragraph 1 of Part 5 (Directors and Corporate Governance), accept responsibility for the informationcontained in this document. To the best of the knowledge and belief of Company and the Directors (who havetaken all reasonable care to ensure that such is the case) the information contained in this document is inaccordance with the facts and does not omit anything likely to affect the import of such information.

2. INCORPORATION AND REGISTRATION

2.1 The Company was incorporated under the CBCA under corporation number 752613-0 on 14 April2010. On 15 July 2010, the Company was amalgamated with Entertainment One Ltd. (Cayman).

2.2 The Company’s name since incorporation has been Entertainment One Ltd.

2.3 The registered office and principal place of business of the Company is at 134 Peter Street, Suite 700,Toronto, Ontario, Canada M5V 2H2 (telephone number: +1-416-646 2400).

2.4 The principal activities of the Group are the production, acquisition and exploitation of entertainmentrights across all media.

3. GROUP ORGANISATION AND INFORMATION ON GROUP HOLDINGS

3.1 The Company is the ultimate parent company of the Group and has the following significantsubsidiary undertakings:

Country of Name incorporation Trading activity

Entertainment One Films Canada Inc. Canada Content ownershipEntertainment One Limited Partnership Canada Content ownership and distributionEntertainment One Television Canada

International Ltd.Entertainment One Television Canada Production of television programmes

Productions Ltd.Videoglobe 1 Inc. Canada Content distributionEntertainment One UK Limited England and Wales Content ownershipAlliance Films (UK) Limited England and Wales Content ownershipEntertainment One UK Holdings England and Wales Holding company

LimitedEntertainment One US LP US Content ownership and distributionEntertainment One Television USA Inc US

3.2 In addition, the Company has holdings in the following companies which, whilst the Company doesnot hold 100 per cent. of the issue share capital (directly or indirectly), are likely to have an effect onthe Group’s assessment of its own assets and liabilities, financial position or profits and losses.

Sales and distribution of films andtelevision programmes

Sales and distribution of films andtelevision programmes

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Country of ProportionName incorporation held Principal activityThe Mark Gordon Company US 51% Production of films and television programmesSecret Location Inc. Canada 50% Digital mediaSuite Distribution Limited England and Wales 50% Production of filmsSquid Distribution LLC US 50% Production of films

Automatik Canada 40% Film developmentHOW S3 Productions Inc. Canada 49% Production of television programmesHOW S4 Productions Inc. Canada 49% Production of television programmesHOW S5 Productions Inc. Canada 49% Production of television programmes8175730 Canada Inc. Canada 49% Production of television programmesKlondike Alberta

Productions Inc. Canada 49% Production of television programmesHope Zee Two Inc. Canada 49% Production of television programmesLeilah & Jen MB

Productions Inc. Canada 49% Production of television programmesShe-Wolf Season 1



Productions Inc. Canada 51% Production of television programmes

3.3 All shares in the companies referred to in this paragraph 3 of Part 10 (Additional Information) arefully paid up.

4. SHARE CAPITAL OF THE COMPANY

4.1 The following table shows the authorised, issued and fully paid up share capital of the Company as atthe Last Practicable Date.

Authorised Share Capital Issued and Outstanding Share CapitalNominal value Number Nominal value Number

No par value Unlimited No par value 295,821,389

4.2 Pursuant to the Rights Issue, 131,476,173 New Common Shares will be issued at a price of 153.0pence per New Common Share. Immediately after completion of the Rights Issue, the issued fullypaid up share capital of the Company will be 427,297,562 Common Shares (assuming that no furthershares are issued as a result of the exercise of any options under the Entertainment One ShareSchemes between the date of this document and completion of the Rights Issue).

4.3 As at the Last Practicable Date the authorised but unissued share capital of the Company is, and willremain following Admission, an unlimited number of Common Shares.

4.4 No shares in the capital of the Company are held by or on behalf of the Company or any other memberof the Group.

4.5 The ISIN number of the Common Shares is CA29382B1022.

4.6 Save as disclosed in this document, since the date of its incorporation no share or loan capital of theCompany has been issued or agreed to be issued, or is now proposed to be issued, for cash or any otherconsideration and, save as referred to in paragraph 24 of this Part 10 (Additional Information), nocommission, discounts, brokerages or other special terms have been granted by the Company inconnection with the issue or sale of any such capital.

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4.7 Other than the share incentive arrangements described at paragraph 13 of this Part 10 (AdditionalInformation) the Company does not have in issue any securities not representing share capital andthere are no outstanding debentures, convertible securities, exchangeable securities or securities withwarrants issued or proposed to be issued by the Company.

4.8 There are no arrangements known to the Company and the Directors, the operation of which may ata subsequent date result in a change in control of the Company.

4.9 The Common Shares rank pari passu in all respects including in relation to voting rights and the rightto receive dividends or other distributions declared, paid or made.

4.10 There have been no public takeover bids by third parties for all or any part of the Company’s equityshare capital during the period since its incorporation up to and including the Last Practicable Date.Other than as provided by the takeover provisions in the Articles described at paragraph 6.3 of Part 10(Additional Information) there are no notes or provisions relating to mandatory takeover bids and/orsqueeze-out and/or sell-out rights in relation to the Shares.

4.11 As at the Last Practicable Date other rights to acquire shares in the capital of the Company wereoutstanding over a total of options and other rights to acquire shares in the capital of the Companywere outstanding over a total of 4,860,312 Common Shares. Certain of such awards may be satisfied,on exercise, by shares transferred from existing issued shares held by the Employee Benefit Trust.Other than in connection with the Entertainment One Share Schemes, none of the Company’s (or anyof its subsidiary companies’) issued share capital is under option or agreed conditionally orunconditionally to be put under option.

5. SHARE CAPITAL HISTORY

5.1 The Company was incorporated on 14 April 2010 with an authorised share capital of an unlimitednumber of Common Shares of no par value.

5.2 On 11 September 2014, pursuant to an Ordinary Resolution, the directors were given authority to allotshares pursuant to Article 2 of Part 3 of Schedule I of the Articles in respect of the issuance of up toa maximum aggregate number of 91,206,438 Common Shares (being approximately 33.3 per cent. ofthe issued and outstanding Common Shares) to be issued to such persons and upon such conditionsas the directors may determine.

5.3 On 11 September 2014, pursuant to a Special Resolution, the pre-emption provisions contained inArticle 3.1 of Part 3 of Schedule I of the Articles were dis-applied in respect of the issuance of up toa maximum aggregate of 13,680,966 Common Shares (being approximately 5 per cent. of the issuedand outstanding Common Shares).

5.4 The following changes in the issued share capital of the Company were made in the period from1 April 2012, the first day covered by the historical financial information in this document to the LastPracticable Date:

(a) 18,055,480 Common Shares were issued pursuant to the exercise of share options byemployees under the Entertainment One Share Schemes;

(b) 73,333,333 Common Shares were issued on 1 October 2012 pursuant to a placing andunderwriting agreement dated 7 September 2012 between the Company, J.P. Morgan Cazenoveand Cenkos Securities plc;

(c) 2,500,000 Common Shares were issued on 1 September 2012 pursuant to an option agreementdated 24 May 2010 granted to Summit Entertainment, LLC.;

(d) 4,000,000 Common Shares were issued on 28 February 2014 pursuant to a warrant instrumentdated 29 March 2007 granted to Marwyn Value Investors LP;

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(e) 1,412,062 Common Shares were issued on 6 June 2014 pursuant to a sale and purchaseagreement for the acquisition of Phase 4 Films;

(f) 2,571,803 Common Shares were issued on 17 July 2014 pursuant to a sale and purchaseagreement for the acquisition of Paperny Entertainment;

(g) 886,277 Common Shares were issued on 29 August 2014 pursuant to a sale and purchaseagreement for the acquisition of Force Four Entertainment; and

(h) 1,082,568 Common Shares were issued on 7 January 2015 pursuant to a sale and purchaseagreement for the acquisition of The Mark Gordon Company.

6. SUMMARY OF ARTICLES OF THE COMPANY

6.1 Copies of the Articles are available on written request to the Company Secretary or available forinspection as detailed in paragraph 26 of Part 10 (Additional Information).

6.2 Under the CBCA, the Company is not required to include objects in its constitutional documents. TheCBCA provides that the Company has the capacity and rights, powers and privileges of an individualof full capacity, subject to any restrictions in its Articles. The Articles do not provide for anyrestrictions on the business that may be carried on by the Company.

6.3 The following is a summary of certain provisions of the Articles, By-Laws and certain aspects of theCBCA. This summary does not purport to be complete and is qualified in its entirety by the full termsof the Articles, By-Laws and the terms and provisions of the CBCA.

Common Shares

The following is a summary of the material rights, privileges, restrictions and conditions attaching tothe Common Shares:

(a) Each holder of Common Shares is entitled to receive notice of and to attend all meetings ofShareholders of the Company and to vote at such meetings, except meetings at which onlyholders of a specified class of shares (other than Common Shares) or specified series of sharesare entitled to vote.

(b) Each holder of Common Shares is entitled, subject to any preferential rights attaching to anyother class or series of shares of the Company, to receive dividends if, as and when declared onthe Common Shares by the Company.

(c) Each holder shall be entitled, subject to any preferential rights attaching to any other class orseries of shares of the Company, to participate in any distribution of the remaining property andassets of the Company upon the liquidation, dissolution or winding up of the Company.

Variation of rights

Subject to the CBCA, the Articles may by Special Resolution be amended to change the designationof all or any of its shares, and to add, change or remove any rights, privileges, restrictions andconditions, including rights to accrued dividends, in respect of all or any of its shares, whether issuedor unissued.

Transfer of Common Shares

There are no restrictions in the Articles or By-Laws on the transferability of the Common Shares.

Capital Variations

Subject to the CBCA, the Articles may by Special Resolution be amended to change the shares of anyclass or series, whether issued or unissued, into a different number of shares of the same class or seriesor into the same or a different number of shares of other classes or series. Any class of shares may bySpecial Resolution be divided into different series of shares.

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Under the CBCA, the Company may by Special Resolution reduce its stated capital for any purpose,including for the purpose of (i) extinguishing or reducing a liability in respect of an amount unpaidon any share, (ii) distributing to the holder of an issued share of any class or series an amount notexceeding the stated capital of the class or series and (iii) declaring its stated capital to be reduced byan amount that is not represented by realisable assets. However, the Company shall not reduce itsstated capital for any purpose, except for declaring its stated capital to be reduced by an amount thatis not represented by realisable assets, if there are reasonable grounds for believing the Companywould become insolvent.

Dividends

Under the CBCA, subject to any restriction in the Articles, the Board may declare and pay dividends,whether out of profits, capital or otherwise as it deems advisable. A dividend may be payable in sharesor in property, including money. The Board may not declare and the Company may not pay a dividendif the Company is insolvent or if the payment of the dividend would render the Company insolvent.

Directors

Under the CBCA, at least a majority of the Directors of the Company must be Resident Canadians. Inaddition, the Articles provide that:

(a) At least two-thirds of the Board must be “Canadian” (as defined in the Investment Canada Act);

(b) A majority of the Directors of the Company must be Resident Canadians;

(c) A majority of the Directors of the Company must be independent (within the meaning ascribedto that term in the UKCGC);

(d) If the Company has only one Director, that one Director must be Resident Canadian, Canadianand independent; and

(e) If the Company has only two Directors then both Directors must be Canadian, of whom oneDirector must be Resident Canadian and one Director must be independent.

A majority of the number of Directors fixed from time to time or, in the event that there are less thanfour Directors, two Directors shall constitute a quorum for the transaction of business at any meetingof the Board, provided that at all times at least two thirds of the Directors present are Canadian and amajority of them are independent (and in the event that there are less than four Directors, twoDirectors shall be Canadian and independent). Notwithstanding vacancies, a quorum of Directors mayexercise all of the powers of the Board.

The Board shall not transact business at a meeting, other than filling a vacancy in the Board, unlessat least two-thirds of Directors present are Canadians, except where:

(a) a Canadian Director who is unable to be present approves in writing or by telephone or othercommunications facilities the business transacted at the meeting; and

(b) the required number of Canadian Directors would have been present had that Director beenpresent at the meeting.

The election of Directors of the Company shall take place at the first meeting of Shareholders and ateach succeeding annual meeting of Shareholders at which an election of Directors is required. All theDirectors whose term has expired shall retire but, if qualified, shall be eligible for re-election. Thenumber of Directors to be elected at any such meeting shall be the number of Directors then retiringunless the Shareholders otherwise determine. Where the Shareholders adopt an amendment to theArticles to increase the number or minimum number of Directors, the Shareholders may, at themeeting at which they adopt such amendment, elect the additional number of Directors authorised bythe amendment. The election of Directors shall be by Ordinary Resolution and the Directors so electedshall hold office until the close of the annual meeting of Shareholders next following the election. If

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an election of Directors is not held at the proper time, the incumbent Directors shall continue in officeuntil their successors are elected.

Under the CBCA, the following persons are disqualified from being a Director:

(a) anyone who is less than 18 years of age;

(b) anyone who is of unsound mind and has been so found by a court in Canada or elsewhere;

(c) a person who is not an individual; or

(d) a person who has the status of bankrupt.

Subject to the provisions of the CBCA, the Shareholders may, by Ordinary Resolution passed at ameeting called for such purpose, remove any Director from office. The vacancy created by suchremoval may be filled at the same meeting, failing which it may be filled by the Board.

Conflicts of Interest

A Director or officer who is a party to, or who is a Director or officer of or has a material interest inany person who is a party to, a material contract or proposed material contract with the Company shalldisclose the nature and extent of his interest at the time and in the manner provided by the CBCA. ADirector interested in a contract so referred to the Board shall not vote on any resolution to approvethe contract or transaction, except as provided by the CBCA.

Share qualification

A Director need not hold any shares in the capital of the Company, but shall be entitled to receivenotice of and to attend and speak at any meeting of Shareholders of the Company or at any separatemeeting of the holders of any class of shares of the Company.

Appointment and Retirement of directors

The annual meeting of Shareholders shall be held on such day and at such time in each year as theBoard may from time to time determine, for the purpose of electing Directors.

Vacancies among the Directors, except a vacancy resulting from an increase in the number of theminimum or maximum number of Directors or a failure to elect the number or minimum number ofDirectors provided for in the Articles, or appointment of additional Directors (subject to a maximumof one third of the number of directors elected at the previous annual meeting of Shareholders) maybe made by the Board in accordance with the CBCA. Neither the Articles, By-Laws nor the CBCAprescribe a minimum retirement age for Directors.

Indemnity

Under the By-Laws, the Company shall indemnify a director or officer, but the Director or officermust have acted honestly and in good faith with a view to the best interests of the Company, and inthe case of a criminal or administrative proceeding or a proceeding involving a monetary penalty, theDirector or officer must have had reasonable grounds for believing that his or her conduct was lawful.

Borrowing Powers

Without limit to the powers of the Board as provided in the CBCA, under the By-Laws, the Boardmay exercise all the powers of the Company to borrow money and to issue, reissue, sell or pledge debtobligations of the Company.

Meetings of Shareholders

The Company is required to hold an annual meeting of Shareholders no later than 15 months after thelast annual meeting and within 6 months after the end of the Company’s preceding financial year forthe purposes of reviewing the financial statements, electing Directors, and appointing auditors. In

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addition, the Directors of the Company may at any time call a special meeting of Shareholders. Aholder of not less than 5 per cent. of the issued and outstanding Common Shares has the right torequisition the Directors of the Company to call a meeting of Shareholders. Subject to certainexceptions contained in the CBCA, on receipt of the requisition, the Directors shall call a meeting ofShareholders to transact the business stated in the requisition. If the Directors of the Company fail todo so within 21 days after receiving the requisition, such Shareholder has the right to call the meeting.Shareholders are entitled to receive not less than 21 days nor more than 60 days’ notice of a meetingof Shareholders. The Directors of the Company may establish a record date for receiving notice of andvoting at a meeting which shall be not less than 21 days nor more than 60 days before the date of themeeting, and where no such record date for notice is fixed by the Directors of the Company, the recorddate shall be the close of business on the day immediately preceding the day on which notice is given.The By-Laws set out the procedures for conducting meetings of Shareholders.

Quorum

A quorum for the transaction of business at any meeting of Shareholders shall be two persons presentin person, each being a Shareholder entitled to vote at the meeting or a duly appointed proxyholder orrepresentative for a Shareholder so entitled, who hold or represent by proxy not less than 5 per cent.of the total number of shares entitled to vote at the meeting. If a quorum is present at the opening ofany meeting of Shareholders, the Shareholders present or represented may proceed with the businessof the meeting notwithstanding that a quorum is not present throughout the meeting. If a quorum isnot present at the opening of the meeting of Shareholders, the Shareholders present or representedmay adjourn the meeting to a fixed time and place but may not transact any other business.Notwithstanding the foregoing quorum requirements, at such adjourned meeting, the Shareholder orShareholders entitled to vote then present or represented shall constitute a quorum.

Votes of Shareholders

Subject to the Articles, on a show of hands every Shareholder who being an individual is present inperson or represented by proxy or, being a corporation is present by a duly authorised representativeor proxy, has one vote, and on a poll every member has one vote for every Common Share of whichhe is the holder.

Fundamental Changes

The Shareholders must approve by Special Resolution, among other matters, any proposedamalgamation of the Company with another company, the disposition of substantially all of theCompany’s assets, or any changes to the Articles of the Company.

Rights of Dissent

Under the CBCA, a Shareholder is entitled to dissent in respect of certain proposed fundamentalactions by the Company to be voted upon by the Shareholders, including the following:

(a) a resolution to adopt an amalgamation agreement;

(b) a resolution to authorise the continuance of the Company;

(c) a resolution to authorise or ratify the sale, lease or exchange of all or substantially all of theCompany’s property; or

(d) a resolution to authorise a going private transaction or an arrangement.

In order to exercise a dissent right, a Shareholder must comply with the notice requirements and timeperiods set out in the CBCA. Upon dissent, the Shareholder will be entitled to be paid the fair valueof his or her Common Shares immediately before the passing of the resolution in respect of which theShareholder dissented, provided that the action in question is implemented.

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The CBCA also provides remedies to a “complainant” (which includes a registered or beneficialshareholder) in respect of an act or omission of the Company or the conduct of the business of theCompany, or the exercise of the powers of the directors in a manner that is oppressive, or unfairlyprejudicial to, or that unfairly disregards the interests of the complainant. The Canadian courts havebroad powers to make interim or final orders in respect of such oppressive conduct or exercise ofpowers.

Pre-emption

The CBCA does not confer rights of pre-emption upon the issue or sale of any shares in the Company.However, the Articles provide that if the Company is proposing to issue equity securities:

(a) it shall not issue any of them on any terms to a person unless it has made an offer to each holderof relevant shares or relevant employee shares to issue to him on the same or more favourableterms a proportion of those securities which is as nearly as practicable equal to the proportionin nominal value held by him of the aggregate of relevant shares and relevant employee shares;and

(b) it shall not issue any of those securities to a person unless the period during which any suchoffer may be accepted has expired or the Company has received notice of the acceptance orrefusal of every offer so made.

Notwithstanding that the Articles provide the pre-emptive rights referred to above, Shareholders haveno pre-emptive right in respect of shares in the capital of the Company to be issued: (i) forconsideration other than money; (ii) as a share dividend; or (iii) pursuant to the exercise of conversionprivileges, options or rights previously granted by the Company including issuances in relation to theEntertainment One Share Schemes. Securities which the Company has offered to issue to a holder ofrelevant shares or relevant employee shares may be issued to him or anyone in whose favour he hasrenounced his right to their issuance, without contravening sub-paragraph (b) above. These pre-emptive provisions do not apply to the issuance of securities which would, apart from a renunciationor assignment of the right to their issuance, be held under an employees’ share scheme. The pre-emption rights summarised above may be disapplied, provided that the Directors are given power todo so by Special Resolution.

Takeovers

The management and control of the Company is situated outside the United Kingdom. For this reasonthe Takeover Code does not apply to the Company. It is emphasised that, although the CommonShares are admitted to the Official List and traded on the main market of the London Stock Exchange,the Company is not subject to takeover regulation in the United Kingdom. In certain circumstancesthe takeover provisions in other jurisdictions where Shareholders are resident may also not apply. Tocater for this circumstance, certain protections have been incorporated into the Articles which, to anextent, mirror provisions of the Takeover Code (the “Relevant Code Provisions”). Consequently, theArticles provide that if an acquisition of Common Shares were to increase the aggregate holding ofthe acquirer and its concert parties to shares carrying 30 per cent. or more of the voting rights in theCompany, the acquirer and, depending on the circumstances, its concert parties, would be required(except with the agreement of the Company by Special Resolution) to make a cash offer for theoutstanding shares in the Company at a price not less than the highest price paid for the CommonShares by the acquirer or its concert parties during the previous 12 months. This requirement wouldalso be triggered by any acquisition of shares by a person holding (together with its concert parties)shares carrying not less than 30 per cent. but not more than 50 per cent. of the voting rights in theCompany if the effect of such acquisition were to increase that person’s percentage of the votingrights. The main difference between these provisions and the Relevant Code Provisions is that thePanel on Takeovers and Mergers does not have any jurisdiction to exercise its discretion in waivingany of the provisions of the Articles. These provisions are subject to applicable securities laws.

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7. OTHER RELEVANT LAWS AND REGULATIONS

7.1 Pursuant to Rule 5.1.2R(1) of the Disclosure and Transparency Rules, a shareholder of the Companyis required to notify the Company of the percentage of their voting rights if the percentage of votingrights which they hold as a shareholder or through their direct or indirect holding of financialinstruments (or a combination of such holdings) reaches, exceeds or falls below 5 per cent.,10 per cent., 15 per cent., 20 per cent., 25 per cent., 30 per cent., 50 per cent. and 70 per cent. as aresult of an acquisition or disposal of shares.

7.2 The Company exists under the laws of Canada with its head office and place of central managementin Ontario, Canada. Accordingly, transactions in the Company’s Common Shares will not be subjectto the provisions of the Takeover Code, however takeover provisions are included in the Articles (asdescribed more fully in paragraph 6.3 of Part 10 (Additional Information)). Additionally, dependingupon the location and number of Shareholders in each jurisdiction at the time of any bid, furthertakeover requirements may be triggered under the securities laws applicable in the jurisdictions inwhich such Shareholders are resident.

7.3 Under the CBCA, if within 120 days of the date of an offer to acquire the Common Shares of theCompany at least 90 per cent. of the outstanding shares of the Company not owned by the offeror andits affiliates and associates are tendered to the bid, the offeror may, after taking up and paying for suchshares, send written notice to any Shareholder who did not accept the offer compelling them to selltheir shares on the same terms as contained in the original offer, subject to the right of suchShareholder to demand payment of the “fair value” of the shares. If a Shareholder has elected todemand payment of the “fair value” of its shares, a court will fix the “fair value” of such shares.

7.4 Under the CBCA, a person or company who is in an “insider” of the Company who purchases or sellsa security of the Company with the knowledge of confidential information that, if generally known,might reasonably be expected to affect materially the value of any of the securities of the Company isliable to compensate the seller or purchaser of the security, as the case may be, for any damagessuffered by the seller or purchaser as a result of the purchase or sale, unless the insider can rely onany available defences under the CBCA. The insider is also accountable to the Company for anybenefit or advantage received or receivable by the insider as a result of such a purchase or sale.

In addition, a “tipper”, being an insider of the Company who discloses to another person confidentialinformation with respect to the Company that has not been generally disclosed and that, if generallyknown, might reasonably be expected to affect materially the value of any of the securities of theCompany, is liable to compensate any person for damages who thereafter sells securities of theCompany to, or purchases securities of the Company from, any person that received the information,unless the tipper can rely on one of the available defences.

7.5 The Company is not required under Canadian law to offer Common Shares to existing Shareholderson a pre-emptive basis as is required of companies incorporated in the United Kingdom, howeverpre-emption provisions are included in the Articles (as described more fully in paragraph 6.3 of Part10 (Additional Information)).

8. CANADIAN REGULATION OF THE FILM BUSINESS

Department of Canadian Heritage

Under the Investment Canada Act, transactions exceeding certain financial thresholds, and which involve thedirect acquisition of control of a Canadian business by a non-Canadian, are subject to review and cannot beimplemented unless the applicable Minister is satisfied that the transaction is likely to be of “net benefit toCanada”. Indirect acquisitions of control of Canadian businesses in the cultural sector may be subject to areview and approval process post-closing. The Minister of Canadian Heritage is responsible for investmentsinvolving the acquisition of Canadian businesses that are considered cultural businesses. A Canadian culturalbusiness is defined in the Investment Canada Act as a business activity relating to Canada’s cultural heritageor national identity, and includes a business engaged in the production, distribution, sale or exhibition of filmor video products.

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In assessing whether to approve an investment by a non-Canadian, the Minister of Canadian Heritage isrequired to determine whether the investment is likely to be of net benefit to Canada taking into account,among other things, certain factors specified in the Investment Canada Act and any written undertakings thatmay be given by the applicant. The determination by the Minister of Canadian Heritage of whether aproposed investment is likely to be of net benefit to Canada also includes consideration of sector specificpolicies of the Canadian federal government, some of which restrict or prohibit investments bynon-Canadians in certain types of Canadian cultural businesses. These include a policy governing foreigninvestments in the Canadian film distribution sector (“Film Policy”). The Film Policy provides, amongstother things, that takeovers of Canadian-owned and controlled film distribution businesses will not bepermitted.

Licensing

In most Canadian provinces and territories, a licence to engage in the film distribution business must beobtained from applicable provincial regulatory authorities. In all of these jurisdictions, other than Québec,there are limited requirements associated with the issue or renewal of such licences. Pursuant to the CinemaAct (Québec), only companies whose “principal establishment” is located in Québec can hold a generaldistribution licence in Québec. Seville Pictures Inc was granted a general distribution licence in October1988.

Canadian Assistance to the Film and Television Business

Canadian Feature Film Fund

The Canadian federal government’s financing support to the Canadian film industry is provided by TelefilmCanada, a federal cultural agency dedicated primarily to the development and promotion, both domesticallyand internationally, of Canada’s film, television and new media industries, through the “Canada Feature FilmFund”. Financing is available to film distributors for Canadian cinema release costs ranging from testmarketing and campaign creation to prints and advertising. Financing provided by Telefilm Canada pursuantto the Canada Feature Film Fund is in the form of a repayable non-interest bearing advance of up to75 per cent. of the eligible Canadian marketing costs for the release of the film.

Canada Media Fund

The Canada Media Fund, administered by Telefilm Canada, is a not-for-profit corporation created andfunded by certain Canadian cable and satellite television distributors and the Government of Canada. TheCanada Media Fund launched on 1 April 2010, to combine, reform and rebrand the predecessor CanadianTelevision Fund and Canadian New Media Fund. The Canada Media Fund’s mandate is to deliverCAD$375 million annually through two streams of funding, an Experimental Stream, which encourages thedevelopment of innovative, interactive digital media content and software applications; and a ConvergentStream, which supports the creation of convergent television and digital media content for consumption andby Canadians anytime, anywhere. The programme budget for 2015-2016 is set at CAD$375.2 million. Thefund’s revenues are received from interest and recoupment on equity investments. Canada Media Fundfunding for a project takes the form of licence-fee top-ups, equity investments and recoupable advances paiddirectly to the applicant producers.

Refundable Tax Credits

In Canada, a refundable tax credit is available under the Tax Act for eligible television and film productionsundertaken by qualified Canadian corporations. The tax credit is equal to 25 per cent. of the qualified labourexpenditure, limited to 60 per cent. of the amount (the “threshold amount”) by which the total productioncosts of a given project exceed any other government assistance, including any provincial refundable taxcredit. The credit is calculated on the basis of each individual production and is available only to taxableCanadian corporations, subject to certain eligibility criteria. The Company’s film and television productionoperations currently qualify for this tax credit and the Company intends to maintain this eligibility. Inaddition, certain provinces within Canada have implemented programmes that provide similar tax creditsbased on similar provincial qualification criteria.

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The foregoing discussion of the tax credits available under the Tax Act is of a general nature only and is notintended to address all of the applicable legislative requirements. For more details readers should consult theTax Act.

Canadian Audio-Visual Certification Office

CAVCO is the government agency responsible for certifying audio and video content to qualify as Canadiancontent. CAVCO certification benefits the Company’s productions because Canadian licencees must fulfilregulatory requirements and/or conditions of licence that require them to broadcast a certain percentage of“Canadian content”. The CRTC monitors compliance by requiring licencees to maintain programme logs inwhich all Canadian content programming they have broadcast is identified by a certification number forindependent programmes or a key figure for their own productions. The Company’s productions require acertification number if the broadcaster wants the programme to be recognised as Canadian for the purposeof CAVCO’s Canadian content requirements. CAVCO certification is also required to qualify for certain ofthe funding sources discussed above.

Co-production Treaties

The Company can benefit from the co-production treaties entered into between Canada and a number ofother countries, including the United Kingdom. Co-production treaties enable Canadian and foreignproducers to pool their resources in order to co-produce audiovisual works that enjoy national productionstatus in their respective countries, and are certified as Canadian content for CAVCO purposes. As such, theyare eligible for all funding programmes and benefits offered to national audiovisual productions by thegovernments of the co-producing countries.

Canadian Content Requirements

Canadian conventional, specialty, pay and pay-per-view television services are typically required to devotea certain amount of their programming schedules and investment budget, including prime-time, to Canadianproductions. Compliance with these requirements is enforced by the CRTC and failure to comply can resultin fines or the loss of a licence. These requirements provide support for Canadian programs such as thoseproduced by the Company, as long as they qualify as Canadian programs for CRTC purposes.

The CRTC determines the criteria for qualification of a programme as “Canadian”. According to CRTCregulations, a programme will qualify if it is produced by an individual Canadian producer with theinvolvement of individual Canadians in principal functions, and where a substantial portion of the budget isspent on Canadian elements. A programme may still qualify as “Canadian” in certain circumstances, eventhough some of the producer functions are performed by non-Canadian individuals, if the productioncompany is a “Canadian production company” and certain other requirements are met. Substantially all ofthe Company’s television programs are commissioned by Canadian broadcasters and are contractuallyrequired to be certified as “Canadian”. In the event a production does not qualify for certification, theproduction would not qualify for the government incentives and the broadcast licences for that production.In the event of such default, the broadcaster could refuse acceptance of the Company’s productions.

Maintaining Canadian Control

It is in the Company’s interest that its productions continue to be eligible for Canadian federal and provincialgovernment tax credits and incentives and to qualify as Canadian content productions. One of the criteria foreligibility is that the Company remains Canadian controlled. To do this, the Company has put in place certainsafeguards to ensure that it meets the requirements relating to the nationality, residency and independence ofDirectors, including:

• at least two-thirds of the Directors must be Canadian;

• a majority of the Directors must be a Resident Canadians;

• a majority of the Directors must be independent;

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• at least two-thirds of those Directors present must be Canadian, and a majority of Directors presentmust be independent to constitute a quorum for the transaction of business at any Board meeting ofthe Company;

• Canadians must comprise at least half of the directors on the Audit Committee and any other suchcommittee of Directors, the chair of any committee of the Directors must be Canadian and at least halfof the Directors present must be Canadian to constitute a quorum for the transaction of business at ameeting of any committee.

9. DIRECTORS OF THE COMPANY

9.1 Details of the Directors, their business addresses and their functions in the Company are set out atparagraph 1 of Part 5 (Directors and Corporate Governance). Each of the Directors can be contactedat the registered office and principal place of business of the Company at 134 Peter Street, Suite 700,Toronto, Ontario, Canada M5V 2H2.

9.2 The following table sets out the names of all companies and partnerships outside the Group of whichany Director are or have been a member of the administrative, management or supervisory body orpartner at any time during the five years prior to the date of this document:

Current Director Directorships/Partnerships Previous Directorships/Partnerships

Pandora A/SPace plcMatalan Retail LtdOffice Retail Group LimitedGoing Plural LimitedThe Co-operative Group

George Weston LimitedLoblaw Companies LimitedPeacocks LimitedSelfridges Holdings LimitedSelfridges Properties LimitedSelfridges & Co. LimitedBHS LimitedBritish Sky Broadcasting Group plcEntertainment Magpie HoldingsBighams Limited

Allan Leighton

1505028 Ontario Limited1505029 Ontario Limited1231280 Ontario LimitedIMAX Corporation

297241 Ontario LimitedDarren Throop

Judy Willits Consulting Limited NoneGiles Willits

Falls Management CompanyChesswood Group LimitedRioCan Real Estate Investment TrustDanier Leather Inc.Telesat CanadaMDC Corporation

Avenue Financial CorporationMark’s Work Warehouse LtdCustom Direct Income FundToronto Hydro Corporation

Clare Copeland

Dr Tom Pashby Sports Safety Fund NoneBob Allan

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CurrentDirector Directorships/Partnerships Previous Directorships/Partnerships

9.3 Save as disclosed in paragraph 9.4 of this Part 10 (Additional Information), as at the date of thisdocument, none of the Directors have during the five years prior to the date of this document:

(a) had any convictions in relation to fraudulent offences;

(b) been associated with any bankruptcies, receiverships or liquidations while acting in thecapacity of a member of the administrative, management or supervisory bodies or as seniormanager of any partnership or company;

(c) been subject to any official public incrimination and/or sanctions by any statutory or regulatoryauthorities (including any designated professional bodies) nor been disqualified by a court fromacting as a member of the administrative, management or supervisory bodies of any companyor from acting in the management or conduct of the affairs of any company; or

(d) been appointed as (i) a member of the administrative, management or supervisory bodies of theCompany, or (ii) a member of senior management of the Company, pursuant to an arrangementor understanding with major shareholders, customers, suppliers or others.

9.4 In respect of the declaration at paragraph 9.3, above, Mark Opzoomer was a director of Zattikka plcand Hattrick Europe Limited, both of which were placed into administration on 5 August 2013.

9.5 There are no family relationships between any of the Directors.

Osler, Hoskin & Harcourt LLP NikonCanada Inc.

Daiwa Bank CanadaBritish Gas Canada Inc.Time Retail Canada Inc (formerly,

Warner Publisher Services (Canada)Inc.)

Warner Bros. Television (B.C.), Inc.

Ron Atkey

McCarthy Tetrault LLP Corby Distillers LimitedSilcorp LimitedIMAX Corporation

Garth Girvan

Blinkx plcBlinkx (UK) Holding LimitedBlinkx (UK2) LimitedBond Capital Partners LimitedBond Capital Partners (UK) LimitedHilvern Management LimitedSomo Global Limited

Rambler Media LimitedWRI Holdings LimitedWeb Reservations International

LimitedNewbay Software LimitedZattikka Europe LimitedZattikka (UK) LimitedZattikka plcZattikka Holdings US IncSpelkultur I Malmo ABConcept Art House IncSneaky Games IncExpedite, 5 IncHattrick Europe LimitedBlinkx (UK3) Limited

MarkOpzoomer

Infrastructure OntarioWomen Lawyers Joining Hands

Osler, Hoskin & Harcourt LLPLinda Robinson

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10. DIRECTORS’ SERVICE AGREEMENTS AND LETTERS OF APPOINTMENT

10.1 Details of the date of the Executive Directors’ service agreements and the period of notice required toterminate each of them are set out in paragraph 1 of Part 5 (Directors and Corporate Governance).Details of the Executive Directors’ compensation and benefits in kind for the year ended 31 March2015 and as at the date of this document are set out in paragraph 2 of Part 5 (Directors and CorporateGovernance).

Darren Throop

Darren Throop is employed by the Group and his terms and conditions are set out in an agreementdated 1 September 2008. His employment commenced on 29 March 2007 and is continuing until it isterminated by either party as further described in paragraph 1 of Part 5 (Directors and CorporateGovernance).

He is entitled to a contribution from the Group into his registered retirement savings plan up to themaximum permitted limit (currently being equal to 18 per cent. of salary up to a maximum of(CAD$24,930)) and is additionally entitled to participate in certain of the Company’s share optionschemes, the bonus scheme, life insurance, medical insurance arrangements and is provided with acar. If Darren terminates his agreement for good reason or the Company terminates the agreementwithout cause, Darren will receive a lump sum equal to 24 months’ base salary and bonus (bonuscalculated as being equal to 100 per cent. of base salary per year). Darren will also be provided witha continuation of all employment related benefits (except business expenses) until the earlier of the24 month period, or the date on which the benefit or prerequisite is replaced. Darren will be entitledto have unvested options continue to vest during this period of time. In addition the Company will payout placement counselling services to a maximum cost of £25,000.

Giles Willits

Giles Willits is employed by the Group and his terms and conditions are set out in an agreement dated31 March 2010 which was effective from 18 May 2007. His employment commenced on 18 May2007 and is continuing until it is terminated by either party as further described in paragraph 1 ofPart 5 (Directors and Corporate Governance). If Giles terminates for ‘good reason’ or if the Companyterminates Giles’ employment for reasons other than those stated as giving a right to the Company toterminate for immediate effect (for example Giles’ bankruptcy or prohibition by law or regulatorybody to act as a director), Giles is entitled to a notice payment payable over 12 months and entitledto exercise all vested employee benefit trust and Long Term Incentive Plan shares. The notice paymentincludes Giles’ annual salary, annual pension, target annual bonus, annual travel allowance and paidlife insurance premiums.

He operates his own personal pension scheme into which the Company will make a contribution of17.5 per cent. of basic salary (or a payment in lieu of pension contributions) and is additionallyentitled to participate in certain of the Company’s share options schemes, the bonus scheme, lifeinsurance and medical insurance arrangements.

10.2 Details of the date of appointment, term of appointment, date of expiry of the appointment of each ofthe Non-Executive Directors are set out in paragraph 1 of Part 5 (Directors and CorporateGovernance). Details of the remuneration paid and benefits in kind granted to the Non-ExecutiveDirectors (including the Chairman) in the year ended 31 March 2015 and as at the date of thisdocument are set out in paragraph 2 of Part 5 (Directors and Corporate Governance).

Allan Leighton

Allan Leighton’s services as independent Non-Executive Chairman to the Company are procured bya letter of appointment dated 29 March 2014. Pursuant to his letter of appointment, he is required todevote a sufficient amount of time to his role, which is currently agreed to be equivalent to at leastfour days per month. In addition Mr. Leighton’s duties include attending and chairing Board meetingsand general meetings of the Shareholders of the Company as and when they are held, attending

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meetings with major Shareholders on request and being available for consultation with the otherDirectors of the Company from time to time.

Clare Copeland

Clare Copeland’s services as an independent Non-Executive Director to the Company are procured bya letter of appointment dated 21 May 2010. His initial appointment as a non-executive director of theGroup commenced on 29 March 2007. Pursuant to his letter of appointment, he is required to devotean appropriate amount of time to his role, which is currently agreed to be equivalent to at least oneday per month which includes attending at least six Board meetings per annum. In additionMr. Copeland’s duties include attending special meetings of the Shareholders of the Company as andwhen they are held, attending meetings with major Shareholders on request and being available forconsultation with the other Directors of the Company from time to time. Clare Copeland is alsochairman of the Remuneration Committee.

Bob Allan

Bob Allan’s services as an independent Non-Executive Director to the Company are procured by aletter of appointment dated 21 May 2010. His initial appointment as a non-executive director of theGroup commenced on 29 March 2007. Pursuant to his letter of appointment, he is required to devotean appropriate amount of time to his role, which is currently agreed to be equivalent to at least oneday per month which includes attending at least six Board meetings per annum. In additionMr. Allan’s duties include attending special meetings of the Shareholders of the Company as andwhen they are held, attending meetings with major Shareholders on request and being available forconsultation with the other Directors of the Company from time to time. Mr. Allan is also chairmanof the Audit Committee.

Ronald Atkey

Ronald Atkey’s services as an independent Non-Executive Director to the Company are procured bya letter of appointment dated 11 November 2010. Pursuant to his letter of appointment, he is requiredto devote an appropriate amount of time to his role, which is currently agreed to be equivalent to atleast one day per month which includes attending at least six Board meetings per annum. In additionRon’s duties include attending special meetings of the Shareholders of the Company as and when theyare held, attending meetings with major Shareholders on request and being available for consultationwith the other Directors of the Company from time to time. Mr. Atkey is also chairman of theNomination Committee.

Garth Girvan

Garth Girvan’s services as an independent Non-Executive Director to the Company are procured by aletter of appointment dated 21 May 2010. His initial appointment as a Non-executive Director of theGroup commenced on 29 March 2007. Pursuant to his letter of appointment, he is required to devotean appropriate amount of time to his role, which is currently agreed to be equivalent to at least oneday per month which includes attending at least six Board meetings per annum. In additionMr. Girvan’s duties include attending special meetings of the Shareholders of the Company as andwhen they are held, attending meetings with major Shareholders on request and being available forconsultation with the other Directors of the Company from time to time.

Mark Opzoomer

Mark Opzoomer’s services as an independent Non-Executive Director to the Company are procuredby a letter of appointment dated 21 May 2010. His initial appointment as a Non-Executive Directorof the Group commenced on 29 March 2007. Pursuant to his letter of appointment, he is required todevote an appropriate amount of time to his role, which is currently agreed to be equivalent to at leastone day per month which includes attending at least six Board meetings per annum. In additionMr. Opzoomer’s duties include attending special meetings of the Shareholders of the Company as and

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when they are held, attending meetings with major Shareholders on request and being available forconsultation with the other Directors of the Company from time to time.

Linda Robinson

Linda Robinson’s services as an independent Non-Executive Director to the Company are procuredby a letter of appointment dated 18 May 2015. Her initial appointment as a Non-Executive Directorcommenced on 31 March 2014. Pursuant to her letter of appointment, she is required to devote asufficient amount of time to her role, which is currently agreed to be equivalent to at least one day permonth. In addition Mrs. Robinson’s duties include attending Board meetings and being available forconsultation with the other Directors of the Company from time to time.

10.3 Each of the Non-Executive Directors’ services are terminable in certain circumstances, including byeither party giving notice to terminate (as described in paragraph 1 of Part 5 (Directors and CorporateGovernance)), ceasing to qualify as a director in accordance with CBCA or failure to be re-elected byShareholders. None of the Non-Executive Directors’ letters of appointment include terminationpayments.

10.4 In addition to their fees (details of which are set out at paragraph 2 of Part 5 (Directors and CorporateGovernance)), each of the Non-Executive Directors are entitled to be reimbursed their reasonable outof pocket expenses but are not entitled to participate in any Company pension, incentive or other shareschemes. The Company provides each of the Non-Executive Directors with directors’ and officers’liability insurance at its expense.

10.5 Save as specified in this paragraph or paragraph 1 of Part 5 (Directors and Corporate Governance),there are no existing or proposed service agreements, consultancy agreements or letters ofappointment between any of the Directors and any member of the Group which provide benefits upontermination of employment or otherwise.

11. DIRECTORS’ SHAREHOLDINGS AND OTHER INTERESTS

11.1 As at the Last Practicable Date, the number of shares held by the Directors (all of which are heldbeneficially except as shown below) in the existing share capital of the Company and (so far as isknown to the Directors having made appropriate enquiries) persons connected with them (whichexpression shall be construed in accordance with s252 of the Companies Act 2006 Act) will be asfollows:

Percentage Percentage of Company’s of Company’s Issued Share Issued Share Capital prior Capital post- Number to Admission Admission of existing of the New of the New Common Common CommonName Shares Shares Shares

Darren Throop 8,400,000 2.84% 2.84Giles Willits 3,061,322 1.03% 1.03

11.2 As at the Last Practicable Date, the Directors hold, in aggregate, 11,461,322 Common Shares,representing 3.9 per cent. of the Company’s existing issued share capital. Immediately aftercompletion of the Rights Issue, the Directors’ shareholding will represent 3.9 per cent. of the EnlargedIssued Share Capital (on the basis that the Directors do not dispose of or acquire any Common Sharesin the period from the date of this document up to completion of the Rights Issue and assuming theDirectors take up their full Rights Issue Entitlements).

11.3 As at the Last Practicable Date under the Long Term Incentive Plan, the Directors have the followingoptions and other rights to acquire Common Shares:

Number of Shares Exercise Price Name Date of Grant under award per share Lapse date

Darren Throop 1 July 2013 396,305 Nil 1 July 2023Giles Willits 1 July 2013 209,572 Nil 1 July 2023Darren Throop 25 September 2014 207,506 Nil 17 July 2024Giles Willits 25 September 2014 125,445 Nil 17 July 2024Darren Throop 27 July 2015 185,519 Nil 25 July 2025Giles Willits 27 July 2015 125,905 Nil 25 July 2025

None of Allan Leighton, Bob Allan, Ronald Atkey, Clare Copeland, Garth Girvan, Mark Opzoomeror Linda Robinson have options or any other rights to acquire Common Shares.

11.4 Save as disclosed in this document, none of the Directors have any interests, whether beneficial ornon-beneficial, in the issued share capital or loan capital of any member of the Group and nor does(so far as is known to the Directors having made appropriate enquiries) persons connected with them(which expression shall be construed in accordance with section 252 of the Companies Act 2006 Act).

11.5 There are no potential conflicts of interest between any duties to the Company of the Directors andtheir private interests and other duties.

11.6 There are no outstanding loans granted by any member of the Group to any of the Directors and thereare no guarantees provided by any member of the Group for the benefit of any of the Directors.

12. EMPLOYEES

12.1 The table below sets out the number of full-time persons employed by the Group during each of theyears referred to below each ended 31 March.

12.2 Average monthly number of personsGeographic including Executive

Financial year location Directors employed

2013 Canada 721United States 241United Kingdom 126Australia 30Rest of World 51 ––––––––Total 1,169 ––––––––



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12.3 For the year ended 31 March 2015, the Group had an average of 1,535 employees (including theExecutive Directors).

13. SHARE INCENTIVE ARRANGEMENTS

13.1 The following share incentive arrangements are in place at the date of this document:

(a) Executive Share Plan;

(b) Employee Benefit Trust;

(c) Long Term Incentive Plan;

(d) The Chairman’s Award;

(e) The 2015 Executive Incentive Scheme; and

(f) The SAYE Scheme.

A summary of the principal terms of each of these arrangements is set out in the following paragraphs.These summaries do not form part of any of the arrangements and should not be taken as affecting theinterpretation of their detailed terms and conditions.

As at the Last Practicable Date, options and awards granted under the above schemes wereoutstanding over a total of 4,860,312 Common Shares. Certain of such awards may be satisfied onexercise, by shares transferred from existing issued shares held by the Employee Benefit Trust.

13.2 Executive Share Plan (“ESP”)

(a) Introduction

The ESP was approved by the Board on 17 June 2010 and restated in July 2011. It provides forshare based awards to be made to selected employees of Entertainment One. Awards will takethe form of options to acquire a certain number of Common Shares at a particular time in thefuture, subject to certain conditions, including performance targets.

(b) Making of Awards

The Board determines which individuals are granted options. The ESP is available to allemployees of the Group.

(c) Vesting Criteria

Vesting criteria applying to awards made under the ESP are at the sole discretion of the Board.The Board may impose a performance target and such other conditions on the vesting ofoptions as it may determine.

Other than for United States employees, in general awards granted to 2010, all of which havenow vested, are subject to the following vesting criteria:

• thirty three point three per cent. of each award is subject to time based vesting;

• thirty three point three per cent. of each award is subject to an annual UnderlyingEBITDA target; and

• thirty three point four per cent. of each award is subject to a share price target which willvest in two equal tranches when the Bloomberg 90 day volume weighted average priceof Entertainment One’s shares reaches £1.50 and £2.00 per share.

All the above vesting criteria apply to United States participants, except for tranche (iii). ForUnited States participants, the share price target award will vest in one equal tranche should theBloomberg 90 day volume weighted average price reach £2.00 per share in the three year

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period commencing on the date of grant. If the Bloomberg 90 day volume weighted averageprice does not reach £2.00 per share, then 50 per cent. of the share price award will vest afterthree years following the date of grant should the Bloomberg 90 volume weighted averageprice have reached £1.50 during the three years from the date of grant.

For grants since 2010, the vesting criteria are as follows:

• fifty per cent. of each award is subject to time based vesting; and

• fifty per cent. of each award is subject to an annual Underlying EBITDA target.

(d) Cessation of Employment

In the event of an individual ceasing employment as a result of death, illness, injury, disability,redundancy or sale of the business for which the individual works, all unvested awards will vestearly but will be pro-rated for time and performance (except in the case of death where it willonly be pro-rated in relation to time).

In the event of an individual ceasing employment as a result of a criminal conviction,dishonesty, fraud, misrepresentation, and/or a regulatory body enforcement order issuance(“Cause”) all awards will lapse whether vested or not.

Where an individual ceases employment neither as a result of death, illness, injury, disability,redundancy or sale of the business for which the individual works, or for Cause, all unvestedawards will lapse, unless otherwise determined by the Board.

(e) Change of control

On a change of control, awards will vest early but will be pro-rated for time and performanceand will become exercisable for a limited period. In the event that Entertainment One is soldfor a price per share in excess of 125 per cent. of the value of Entertainment One’s shares atthe date of grant of a participant’s option all of those options will vest and become fullyexercisable for a limited period. However, awards may be ‘rolled over’ with the agreement ofthe acquirer.

(f) Termination

The ESP shall terminate upon the tenth anniversary of its approval by Entertainment One orany earlier at the passing of a resolution by the Board or an Ordinary Resolution ofEntertainment One at a special meeting.

(g) Alteration of the Capital of Entertainment One

The number of shares awarded and/or price of an option issued under the ESP may be adjustedin such manner as the Board shall determine following any capitalisation issue, demerger, anyoffer or invitation made by way of rights issue, subdivision, stock split, consolidation,reduction, capital reorganization, amalgamation, other variation in the share capital ofEntertainment One or any other exceptional event which in the reasonable opinion of the Boardjustifies such an adjustment.

(h) Alteration to Executive Share Plan

Alterations to the benefit of ESP participants will be at the discretion of the Board, providedthat alterations to (i) the persons to whom options may be granted under the ESP, (ii) thelimitations on the number of shares which may be issued under the ESP, (iii) the individuallimits on participation in the ESP, (iv) the principal terms governing the vesting and exerciseof options, (v) the rights of participants in the event of an alteration of the capital ofEntertainment One, and (vi) the provisions of the ESP governing alterations, require priorapproval by Ordinary Resolution. Alterations to the disadvantage of ESP participants willrequire the agreement of a majority of the relevant ESP participants.

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Alterations, amendments and additions to the ESP may be made for the purposes of complyingwith local laws, to ease administration or to obtain or maintain favourable tax, exchange controlor regulatory treatment for the participants or any company in the Group.

(i) Administration

The ESP is administered by the Board. Decisions of the Board shall be final and binding on allparties.

Awards made to-date have been issued under the terms and conditions documented. Any newawards can be issued under new terms and conditions as determined and approved by theBoard.

13.3 Employee Benefit Trust (“EBT”)

(a) Introduction

The EBT was initially implemented by Entertainment One on 27 March 2007. It provides forshare awards to be made for the benefit of selected United Kingdom employees ofEntertainment One, and their family members, subject to certain performance conditions.


Awards under the EBT are made at the sole discretion of the trustee. However, the Board willmake non-binding recommendations to the Trustees as to who should receive awards and theperformance criteria attaching to those awards.


Awards granted to-date, all of which have already vested, are subject to the following vestingcriteria:

• thirty three point three per cent. of each award is subject to time based vesting;

• thirty three point three per cent. of each award is subject to an annual UnderlyingEBITDA target; and

• thirty three point four per cent. of each award is subject to a share price target which willvest in two equal tranches when the Bloomberg 90 day volume weighted average priceof Entertainment One’s shares reaches £1.50 and £2.00 per share.

Vesting criteria applying to future awards made under the EBT are at the sole discretion of theTrustees, whom shall receive non-binding recommendations from the Board.


In the event of an individual ceasing employment as a “good” leaver, awards may (at the solediscretion of the Trustee) vest early but will likely be pro-rated for time and performance(except in the case of death where it will only be pro-rated in relation to time). “Good” leaversmeans those who cease employment by reason of death, disability, redundancy, sale of thebusiness for which they work out of the Group and any other reason determined at thediscretion of the Board and agreed to by the Trustees.

In the event of an individual ceasing employment as a result of a criminal conviction,dishonesty, fraud, misrepresentation, and/or a regulatory body enforcement order issuance(“Cause”) all awards will be revoked out of the individual’s sub-fund whether vested or not.

In the event of an individual ceasing employment as neither a “good” leaver nor for Cause, allunvested awards will be revoked out of the individual’s sub-fund.

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On a change of control, the proportion of the employees’ beneficial trust assets that shall vestshall be determined by the Trustee taking into account the extent to which the vesting criteriahave been satisfied, including the time which has elapsed since the award date.

In the event that Entertainment One is sold for a price per share in excess of £2.25 per share allof the employees beneficial trust assets will vest.

(f) Termination

Each award will be forfeitable for a maximum term of three years.


The Board may recommend to the Trustees that the number of shares awarded under the planmay be adjusted following any capitalisation issue, demerger, any offer or invitation made byway of rights issue, subdivision, consolidation, reduction, other variation in the share capital ofEntertainment One or any other exceptional event which in the reasonable opinion of the Boardjustifies such an adjustment.

(h) Alteration to Plan

The Trustees may consider retrospectively amending performance conditions on therecommendation of the Board. The Board will only make such recommendation if it is feltappropriate and in the best interests of the Group.

(i) Administration

The plan is administered by the Trustees. Decisions of the Trustees shall be final and bindingon all parties.

Awards made to-date have been issued under the terms and conditions documented. Any newawards can be issued under new terms and conditions as recommended by the Board andapproved by the Trustees.

13.4 Long Term Incentive Plan

(a) Introduction

The Long Term Incentive Plan was adopted by the Board on 27 June 2013 and approved by theshareholders on 28 June 2013. It provides for share based awards to be made to selectedemployees of the Group. Awards will take the form of a right to acquire a certain number ofCommon Shares at any time or within a particular time, subject to certain conditions, includingperformance targets. Awards may also take the form of a cash equivalent, which for Canadianparticipating employees, can only be done at the request of the participating employee.


The Board determines which individuals are granted awards. The Long Term Incentive Plan isavailable to all employees of the Group. Awards are limited such that the market value ofShares awarded to an employee in respect of a financial year does not exceed 150 per cent. ofhis annual salary; or, in exceptional circumstances, 200 per cent. of his annual salary. Sharesawarded under the Long Term Incentive Plan and any other employees’ share plan must notexceed 10 per cent of the issued common share capital of the Company.


Vesting criteria applying to awards made under the Long Term Incentive Plan are at the solediscretion of the Board. The Board may impose a performance target and such other conditionson the vesting of awards as it may determine.

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The Board may, in its absolute discretion, determine prior to the vesting of an award to:(i) reduce the number of Shares to which an award relates; (ii) cancel an award; and (iii) imposefurther conditions on an award. The Board may, in its absolute discretion, determine prior tothe first anniversary of the vesting of an award in respect of not more than one half of an awardto: (i) reduce the number of shares to which an award relates, determine that part of the awardhas lapsed or impose further conditions on the exercise of the award; or (ii) recover the valuederived from an award where, as a result of the participating employee’s misconduct, a materialmisstatement is made of the Company’s audited results resulting in a reduction in the price atwhich Shares are traded or there is serious reputational damage to the Company, Group or arelevant business unit.


In the event of an individual ceasing employment as a result of death, illness, injury, disability,redundancy or sale of the business for which the individual works, all unvested awards will veston the normal vesting date unless the Board determines that it will vest on the date of cessation.Awards will be pro-rated for time and performance (except in the case of death where the Boardmay determine that this reduction shall not apply). To the extent that an award does not vest infull, the remainder will lapse immediately.

Where an individual ceases employment neither as a result of death, illness, injury, disability,redundancy or sale of the business for which the individual works, all unvested awards willlapse.


On a change of control of the Company, awards will vest early but will be pro-rated for timeand performance and will become exercisable for a limited period.

(f) Termination

The Long Term Incentive Plan shall terminate on 27 June 2023 or any earlier at the passing ofa resolution by the Board or an ordinary resolution of the Company at a general meeting.


The number or class of shares awarded and/or price of an option issued under the Long TermIncentive Plan may be adjusted in such manner as the Board shall determine following anyvariation of the share capital of the Company or, a demerger, delisting, special dividend, rightsissue or other event which may, in the opinion of the Board, materially affect the current orfuture value of Shares.

(h) Alteration to Long Term Incentive Plan

Alterations to the Long Term Incentive Plan to the advantage of participating employees willbe at the discretion of the Board, provided that alterations to: (i) the persons to whom or, forwhom, awards are provided under the Long Term Incentive Plan; (ii) the limitations on thenumber or amount of Shares subject to the Long Term Incentive Plan; (iii) the maximumentitlement for any participating employee; (iv) the basis for determining a participatingemployee’s entitlement to, and the terms of, Shares to be provided under the Long TermIncentive Plan; (v) adjustments that may be made in the event of a variation of capital; (vi) theterms of the Long Term Incentive Plan governing alterations, require prior approval of themembers of the Company in a general meeting. Alterations to the Long Term Incentive Plan tothe material disadvantage of participating employees will require the approval of the majorityof the affected participating employees.

Minor alterations, deletions or additions may be made which are to benefit the administrationof the Long Term Incentive Plan or are necessary or desirable to take account of any change of

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legislation or to obtain or maintain favourable taxation, exchange control or regulatorytreatment for the Group or any participating employee.

(i) Administration

The Long Term Incentive Plan is administered by the Board. Decisions of the Board shall befinal and binding on all parties.

13.5 The Chairman’s Award

(a) Introduction

The Chairman’s Award was approved by Shareholders at the annual general meeting ofEntertainment One held on 11 September 2014. The awards under the Chairman’s Award arefor the benefit of Allan Leighton who was appointed Non-Executive Chairman of the Companyon 31 March 2014 and thus was not eligible for an award under the Long Term Incentive Plan.The awards under the Chairman’s Award take the form of a right to acquire a certain numberof Common Shares within a particular time subject to certain conditions, includingperformance targets.

(b) Awards and vesting

Mr. Leighton’s award consists of, and vests in the following circumstances:

• a first option over 66,000 Common Shares with no exercise price, vesting on 31 March2017 subject to the performance conditions, the 90-day weighted average closing shareprice of the Common Shares being more than £3.80 and Mr. Leighton remaining aNon-Executive Director and Non-Executive Chairman of the Company; and

• a second option over 66,000 Common Shares with no exercise price, vesting on31 March 2017 subject to the performance conditions, the 90-day weighted averageclosing share price of the Common Shares being more than £4.60 and Mr. Leightonremaining a Non- Executive Director and Non-Executive Chairman of the Company.

Save in exceptional circumstances Mr. Leighton cannot exercise these options until the later of31 March 2019 and the one year anniversary of the date on which he ceases to beNon-Executive Chairman (unless the Board determines otherwise).

Both of these awards will lapse six months after the date they first become exercisable.Mr. Leighton was also required to acquire 66,000 Common Shares prior to the grant of theChairman’s Award. The award will lapse should he cease to be the beneficial owner of at least66,000 Common Shares.


If unvested, options under the Chairman’s Award will lapse immediately upon Mr. Leighton nolonger being employed by or holding office within the Group. However if this is due to injury,disability, or in other circumstances at the discretion of the Board and he has completed at least12 months’ service from the date of his appointment, his options will vest on the normal vestingdate (unless the Board determines that it will vest on the date of cessation), subject to pro-ratingfor time and performance and the satisfaction of any relevant conditions.

In the event of death, the options will vest on the date of death (unless the Board determineotherwise that they should vest on the normal vesting date).


On a change of control of the Company, awards will vest early but will be pro-rated for timeand performance and will become exercisable for a limited period.

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(f) Latest exercise date

The options may not be exercised later than 31 March 2024 (but may lapse before that date inaccordance with their terms).


The number or class of shares awarded and/or price of an option issued under the Chairman’sAward may be adjusted in such manner as the Board shall determine following any variationof the share capital of the Company or, a demerger, special dividend, or other corporate eventwhich may materially affect the price of the Common Shares.

(h) Alteration to Chairman’s Award

Alterations to the Chairman’s Award to the advantage of Mr. Leighton must be authorised bythe prior approval of Shareholders at a general meeting of the Company. Minor amendmentsmay be made which are to benefit the administration of the Chairman’s Award or are necessaryor desirable to take account of any change of legislation or to obtain or maintain favourabletaxation, exchange control or regulatory treatment for the Group or Mr. Leighton In addition,the Board can, acting fairly and reasonably, amend the performance conditions if an eventoccurs which causes the Board reasonably to consider it appropriate.

Any amendments made to the Long Term Incentive Plan will apply to the Chairman’s Awardunless the Board determines otherwise.

(i) Administration

The Chairman’s Award is administered by the Board. Decisions of the Board shall be final andbinding on all parties.

13.6 2015 Executive Incentive Scheme

(a) Introduction

The 2015 Executive Incentive Scheme was approved by Shareholders on 16 September 2015.It provides for share based awards to be made to selected executive Directors and seniormanagement of the Group. The 2015 Executive Incentive Scheme operates alongside the LTIP,and participation in the 2015 Executive Incentive Scheme does not preclude participation in theLTIP (and vice versa).

The 2015 Executive Incentive Scheme involved the creation of two new classes of shares, ClassA Shares and Class B Shares (together the “Incentive Shares”), in 7508999 Canada Inc.(“750 Canco”), which is currently a wholly owned subsidiary of the Company incorporated inCanada.

(b) Awards

Participants are invited to subscribe for Incentive Shares, the subscription price for theIncentive Shares will be determined by the Remuneration Committee. Alternatively, theRemuneration Committee may grant participants the right to acquire shares in the Company forno payment (“Nil Cost Options”) by reference to a number of Class A Shares and Class BShares (again, the same number of Class A Shares as Class B Shares).

The maximum number of each class of Incentive Share that may be issued by 750 Canco is100,000. Subject to specified targets relating to the increase of share price (“Share PriceIncrease Targets”) being met, and the other provisions of the award, the Incentive Shares willentitle participants to sell the applicable Incentive Shares in exchange for Common Shares. Forthese purposes, the grant of a Nil Cost Option by reference to a number of Incentive Sharesshall be treated as the issue of those shares, for so long as the Nil Cost Option is outstanding.

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The Share Price Increase Target for the Class A Shares (the “Class A Share Target”) is metwhen the 40-day volume weighted average share price of shares in the Company reaches150 per cent. of 338.3 pence (the “Base Share Price”) within five years of the implementationdate (the “Implementation Date”). The Share Price Increase Target for the Class B Shares (the“Class B Share Target”) is met when the 40-day volume weighted average share price ofshares in the Company reaches 200 per cent. of the Base Share Price within five years of theImplementation Date.

On the Class A Share Target being met, on the assumption that all Class A Shares have beenissued to and are still held by participants at the relevant time, the Class A Shares in aggregatewill have a value equal to 5 per cent. of the Shareholder Value Increase.

On the Class B Share Target being met, on the assumption that all Class B Shares have beenissued to and are still held by participants at the relevant time, the Class B Shares in aggregatewill have a value equal to 5 per cent. of the Shareholder Value Increase.

On a Share Price Increase Target being met, the holders of the Incentive Shares are entitled tosell applicable Incentive Shares, at the relevant values determined as set out above, forCommon Shares. Common Shares shall be valued for these purposes at their closing price forthe day on which the relevant Share Price Increase Target is met.

If the Class A Share Target is not met within five years of the Implementation Date, then theIncentive Shares would be repurchased by 750 Canco, with consideration equal to the amountpaid for them.

Where less than the maximum number of Incentive Shares of the relevant class is in issue atthe time the Share Price Increase Target is met, the aggregate value of that class shall bereduced accordingly.

“Shareholder Value Increase” in relation to the Class A Shares and Class B Shares is equalto 50 per cent. of the Base Share Price, subject to adjustment (among others) for share capitalcharges and dividends paid by the Company.

(c) Clawback and malus

The Remuneration Committee will have the ability to clawback up to 50 per cent. of the valuederived from an Incentive Share in relation to which the Share Price Increase Target has beenmet, within 12 months of the target being met, where there is evidence of personal misconducton behalf of the participant that results in a misstatement in the Company’s financial results thatsubsequently materially reduces the Company’s share price or results in significant reputationaldamage to the Company.

Should an event as set out above occur prior to a Share Price Increase Target being met, theRemuneration Committee shall have the discretion to forfeit up to 100 per cent. of the relevantIncentive Shares.

(d) Holding period

Where a Share Price Increase Target is achieved within the first four years after theImplementation Date, then any shares in the Company acquired by the participant as a resultmust be held by the participant for a minimum of 12 months after the date of the achievementof the target. Where a Share Price Increase Target is achieved after four years from theImplementation Date, any shares in the Company acquired by the participant as a result mustbe held by the participant until the fifth anniversary of the Implementation Date.

The shares may be sold before the end of the holding period in certain specified circumstances,such as a takeover of the Company.

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(e) Cessation of Employment

In the event of an individual ceasing employment or holding office for any reason, IncentiveShares will be forfeited.

(f) Corporate event

In certain circumstances, if there is a takeover, merger or other similar corporate event (otherthan an internal reorganisation) within five years of the Implementation Date, share pricevaluation methodology will be adjusted based on the share price of the Company at the date ofsuch event as against the Base Share Price.

(g) Nil Cost Options

Upon the Share Price Increase Targets being met, Nil Cost Options will entitle the holders toacquire the number of shares in the Company (for no payment) that a holder of the number ofIncentive Shares referred to in the Nil Cost Option would have acquired. The above provisionsrelating to awards of Incentive Shares shall apply mutatis mutandis to awards in the form of NilCost Options, and references to the forfeiture of Incentive Shares shall be interpreted asreferences to the forfeiture of Nil Cost Options for no payment.

(h) Alteration of the Capital of Entertainment One

In the event of any variation of the Company’s share capital or in the event of a demerger,payment of a special dividend or other corporate event that materially affects the market priceof the Common Shares, the Remuneration Committee may make such adjustment as itconsiders appropriate to the Share Price Increase Targets, the Adjusted Share Capital Numberand the definition of Shareholder Value Increase.

(i) Plan limit

The number of shares which may be issued by the Company under the 2015 ExecutiveIncentive Scheme shall not exceed 3 per cent. of the issued share capital of the Company at thetime of issue.

(j) Alteration to 2015 Executive Incentive Scheme

The provisions of the 2015 Executive Incentive Scheme may be altered at any time by theBoard or Remuneration Committee, provided that the provisions relating to:

(i) the persons to whom awards may be made;

(ii) the limit on the number of Incentive Shares, or shares in the Company that may beacquired under the scheme; and

(iii) the basis for determining participants’ entitlements to Incentive Shares and entitlementto shares in the Company, and for adjustments in the event of a variation of capital,

cannot be altered to the advantage of participants without the prior approval of Shareholders ingeneral meeting (except for minor amendments to benefit the administration of the scheme, totake account of a change in legislation or to obtain or maintain favourable tax, exchange controlor regulatory treatment for participants or companies in the Group).

(k) Administration

The 2015 Executive Incentive Scheme is administered by the Remuneration Committee and theBoard. Decisions of the Board shall be final and binding on all parties.

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13.7 SAYE Scheme

(a) Introduction

The SAYE Scheme was approved by Shareholders on 16 September 2015. It is an optionscheme under which options will be offered to substantially all the employees of the Companyand its subsidiaries based in the UK. The SAYE Scheme is designed to comply with theprovisions of Schedule 3 to the Income Tax (Earnings and Pensions) Act 2003 and thereforequalify for tax advantages for UK tax resident participants and their employer.

(b) Invitations

The Board may in its discretion make invitations to all (not just some) eligible employees toapply for the grant of options under the SAYE Scheme. Options will be for a three or five yearterm (and the Board can choose whether just three year or five year terms are offered in aparticular invitation, or whether the participants are offered the choice of three or five yearterms).

To accept an option, the applicant will need to agree to enter into a savings contract with a bankor building society under which monthly savings contributions deducted from his or her salaryare paid into the account. If an option is exercised, the accumulated savings in the savingsaccount are used to pay the exercise price.

Invitations will normally be made during the period of 42 days following the publication of theCompany’s annual and interim results, and after the date of the 2015 annual general meetingof the Company held on 16 September 2015, if the Board so wishes. However, the Board maymake invitations outside these periods where it considers that circumstances justify this.

(c) Eligibility

Individuals will be eligible to participate in invitations if they are:

(i) currently employees or full time directors of participating companies in the group;

(ii) have acted as an employee or director of participating companies in the group for thepreceding year before the invitation date; and

(iii) are UK residents for tax purposes.

In addition, the Board has discretion to allow participation by employees who do not meet allthe eligibility requirements above.

(d) Grant of options and option exercise price

The applicant will be granted an option to acquire with the amount of money that will be dueto the employee at the end of the savings contract term, the largest whole number of shares thatcould be acquired at the date of grant of the option for a price per share equal to the exerciseprice.

The exercise price is fixed by the Board at the time of the invitation, and cannot be less than80 per cent. of the market value of shares on the relevant invitation date (but can be higher thanthis – in particular the Board may grant options with an exercise price equal to the market valueof shares on that day).

(e) Restrictions on the number of new shares in respect of which options may be granted

The SAYE Scheme may operate over new issue shares, treasury shares or shares purchased inthe market. In any period of 10 calendar years, not more than 10 per cent. of the Company’sissued share capital may be issued under the SAYE Scheme and any other employees’ sharescheme adopted by the Company (excluding any shares issued or issuable pursuant to awardsmade before 27 June 2013).

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(f) Exercise and lapse of options

Options may normally only be exercised during the six-month period immediately followingthe termination of the savings contract. Special provisions govern the exercise and lapse ofoptions in particular circumstances, such as where the option holder dies, leaves the Company,or if the Company is taken over or goes into liquidation. Where an option is exercised early, itmay only be exercised to the extent of the savings accumulated in the associated savingscontract.

(g) Issue of shares

Any shares issued pursuant to the SAYE Scheme will rank pari passu in all respects with othercommon shares already in issue, save that they will not rank for any dividend or otherdistribution of the Company announced or paid by reference to a record date that is prior to thedate of exercise of the relevant option.

(h) Variation of share capital

In the event of certain adjustments to the share capital of the Company, for example, as a resultof a rights issue or subdivision of share capital, adjustments necessary to maintain the value ofthe option will be made to the number of shares subject to the option and/or the option exerciseprice and/or the maximum number and/or the nominal value of shares available for issue underthe SAYE Scheme.

(i) Alterations

The SAYE Scheme cannot be amended to the advantage of participants without the priorapproval of Shareholders in general meeting (except for minor amendments to benefit theadministration of the scheme and amendments to obtain or maintain favourable tax, exchangecontrol or regulatory treatment for participants in the scheme or for the Company or membersof the group).

(j) Non-UK sub-plans

The Board will be able to establish sub-plans of the SAYE Scheme modified to take accountof local tax, exchange control or securities laws in territories other than the UK, provided thatany shares made available under those sub-plans are treated as counting towards the limits onindividual and overall participation in the SAYE Scheme.

(k) Administration

The SAYE Scheme will be administered by the Board who will resolve any disputes relatingto the scheme or uncertainty as to the meaning of the scheme rules. The Board may delegatetheir powers in relation to the SAYE Scheme to a committee.

14. RELATED PARTY TRANSACTIONS

All related party information is set out in note 36 in the Annual Report and Accounts 2015, note 34 in theAnnual Report and Accounts 2014, and note 34 in the Annual Report and Accounts 2013, as set out in Part 8(Financial Information on Entertainment One Ltd.) of the Prospectus.

Entertainment One has not entered into any transactions with related parties for the period from 1 April 2015and up to the date of this Prospectus.

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15. SIGNIFICANT SHAREHOLDINGS

15.1 As at the Last Practicable Date, save as set out below, the Company is not aware of any persons whodirectly or indirectly have, an interest of 3 per cent. or more of the Company’s capital or voting rights:

Percentage of Issued Percentage of Issued Share Capital prior Share Capital post- Number of to Admission of the Admission of the New Name of Shareholder Common Shares New Common Shares Common Shares(1)

Canada Pension Plan Investment Board 52,924,894 17.89% 17.89%M&G Investment Management Ltd 18,453,806 6.24% 6.24%Capital Research and Management 16,145,082 5.46% 5.46%Standard Life Investments (Holdings) Ltd 14,886,197 5.03% 5.03%Old Mutual Plc 9,611,623 3.25% 3.25%FMR LLC 9,270,827 3.13% 3.13%

(1) Assumes no sale or purchase of Common Shares held by such Shareholders and assuming each Shareholder takes up their fullRights Issue Entitlement.

15.2 As at the Last Practicable Date, the Company was not aware of any person who, following Admissionof the New Common Shares, could directly, indirectly, jointly or severally exercise control over theCompany.

15.3 As at the Last Practicable Date, the Company is not aware of any arrangements the operation of whichmay at a subsequent date result in a change in control of the Company.

15.4 None of the major Shareholders of the Company set out above have different voting rights fromany other holder of Common Shares in respect of any Common Shares held by them.

16. PRINCIPAL INVESTMENTS

16.1 Details of the Group’s principal investments, which are all located in Canada, United Kingdom,United States and Benelux for the period covered by the historical financial information incorporatedby reference in set out in Part 8 (Financial Information on Entertainment One Ltd.) up to the date ofthis document are as follows:

May 2011 Acquisition of the Hopscotch group of companies (independent distributor offilmed entertainment in Australia and New Zealand) for a total consideration of£18.3 million

January 2013 Acquisition of the Alliance Film group of companies (independent distributor offilmed entertainment in Canada, United Kingdom and Spain) for a totalconsideration of £157.0 million.

July 2013 Acquisition of Art Impressions Inc. (a brand and licensing business based in theUnited States) for consideration of £5.0 million.

May 2014 Acquisition of 50 per cent. stake in Secret Location (a joint venture with aCanadian interactive digital media agency and one of its current suppliers) fortotal consideration of £2.5 million

June 2014 Acquisition of the Phase 4 Films group of companies (independent film andtelevision distributor based across Canada and the United States) for a totalconsideration of £11.9 million.

July 2014 Acquisition of the Paperny Entertainment group of companies (independenttelevision producer operating across Canada and the United States) for a totalconsideration of £15.1 million.

August 2014 Acquisition of Force Four Entertainment (Canadian television producer) for atotal consideration of £6.0 million.

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January 2015 Acquisition of 51 per cent. stake in The Mark Gordon Company for a totalconsideration of £86.3 million.

16.2 There are no material environmental issues that may affect the Group’s utilisation of the Group’sproperties or other tangible fixed assets.

16.3 The Company does not have any material items of plant or equipment.

17. PROPERTY, PLANT AND EQUIPMENT

The Group has five principal office locations/warehouse locations, details of which are set out below:

Tenure Unexpired Term Property address Country Type

Leasehold United States

Leasehold Canada

Leasehold United Kingdom Office

Leasehold Canada Office

18. INSURANCE

Entertainment One maintains the types and amounts of insurance coverage it believes is consistent withcustomary industry practices in the jurisdictions in which it operates and considers its insurance coverage tobe adequate for the business.

19. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business):

(a) have been entered into by any member of the Group during the two years immediately preceding thedate of publication of this document and which are or may be material; or

(b) have been entered into by a member of the Group and contain provisions under which any member ofthe Group has any obligation or entitlement which is or may be material to any member of the Groupat the date of this document.

19.1 Sale and Purchase Agreement

On 30 September 2015, Entertainment One UK Holdings, a wholly owned subsidiary of theCompany, entered into the Share Purchase Agreement with the ABD Sellers and Astley Baker DaviesLimited, pursuant to which Entertainment One UK Holdings agreed to acquire 69 ABD Shares fromthe ABD Sellers for an aggregate sum of £140,000,000, payable in cash on Completion. Under theShare Purchase Agreement, Entertainment One UK Holdings will also be issued with 1 additionalshare in the capital of Astley Baker Davies Limited taking its post Completion shareholding to 70 percent. of the entire issued share capital of Astley Baker Davies Limited and the ABD Sellers holdingthe remaining 30 per cent. between them in equal proportions.

The conditions to Completion are:

• Admission having taken place;

• the receipt of the net proceeds of the Rights Issue by the Company; and

Lease expires on31 August 2018

70 Driver Road BramptonOntario L6T 5V2

Office/warehouse

Lease expires inOctober 2023

45 Warren Street LondonW1T 6AG

Lease expires inJuly 2028

134 Peter Street, Suite 700,Toronto, Ontario M5V 2H2

Office/warehouse

22 Harbor Park Drive PortWashington New York 11050

Lease expires inDecember 2017

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• that no material adverse change has occurred in respect of Astley Baker Davies Limited.

If Admission does not occur, or the other conditions described above are not satisfied by 13 November2015 (or such later date as agreed between the ABD Sellers and Entertainment One UK Holdings),the Share Purchase Agreement shall terminate, in which case all rights and obligations of the partiescease to exist and the Share Purchase Agreement will no longer be in force or effect (save for accruedrights). The ABD Sellers do not have a separate right to terminate the Share Purchase Agreement.

Entertainment One UK Holdings has an additional right to terminate the Share Purchase Agreementin the event of a material breach of warranty between signing of the Share Purchase Agreement andCompletion.

Under the Share Purchase Agreement, the ABD Sellers have provided title and capacity warrantiesand other customary warranties regarding the business of Astley Baker Davies Limited, including itsrights in respect of the Peppa Pig Property. Any claims by Entertainment One UK Holdings for abreach of warranty under the Share Purchase Agreement are subject to customary limitations,including financial limitations.

The Share Purchase Agreement is governed by English law.

Under a separate deed of covenant, Entertainment One UK Holdings has also agreed to certain postCompletion covenants in order to, amongst others, ensure that Astley Baker Davies Limited does notamend the New Articles so as to negatively effect the economic rights attaching to the ABD Sharesheld by the ABD Sellers, transfer its rights to the Peppa Pig Property or amend the New Co-Production Agreement or enter into similar new agreements which would reduce the Company’spercentage ownership interest in the underlying rights to Peppa Pig to less than 50 per cent..

Entertainment One UK Holdings and the ABD Sellers have also agreed that Astley Baker DaviesLimited will adopt the New Articles on Completion which will govern the rights attaching to the ABDShares held by Entertainment One UK Holdings and the ABD Sellers respectively. The New Articlesprovide, amongst others:

• that Entertainment One UK Holdings has the right to appoint a majority of directors to theboard of Astley Baker Davies Limited;

• restrictions on the ability of the ABD Sellers from transferring their retained shareholding inAstley Baker Davies Limited; and

• customary drag and tag provisions.

Astley Baker Davies Limited, TEF and Entertainment One UK Limited entered into the NewCo-Production Agreement, which is conditional on Completion and governs the rights and obligationsof all parties with regards to both future ownership of, and interest in, all forthcoming Peppa Pigseries. In addition, the Group currently has, and will continue to have, the sole and exclusiveworldwide right to exploit and authorise others to exploit the Peppa Pig Property in all forms notpresold by Astley Baker Davies Limited to certain broadcasters.

On completion the ABD Sellers and Entertainment One UK Holdings will enter into a deed of taxcovenant on customary terms.

19.2 Underwriting Agreement

On 30 September 2015, the Company entered into an agreement with the Underwriters pursuant towhich the the Underwriters agreed, on the terms and subject to the conditions referred to in theUnderwriting Agreement, to act as underwriters to the Company in connection with the Rights Issue,and acting severally and not jointly (or jointly and severally) to use their respective reasonableendeavours to procure subscribers for New Common Shares to the extent not taken up by QualifyingShareholders under the Rights Issue, failing which the Underwriters agree to subscribe themselves forsuch New Common Shares, in each case at the Rights Issue Price.

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The Company has given customary undertakings, warranties and indemnities in favour of theUnderwriters in connection with the Rights Issue and other matters relating to the Company and itsaffairs.

Subject to the terms and conditions of the Underwriting Agreement, the Company has agreed to payto the Underwriters a commission, in aggregate, of 2.45 per cent. of the proceeds of the Rights Issue.The Company has agreed to pay, all costs, charges, fees and expenses in connection with or incidentalto the Acquisition, the Rights Issue and Admission.

The obligations of the Underwriters under the Underwriting Agreement are subject to certainconditions including, among others:

• Admission occurring not later than 8.00 a.m. on 5 October 2015 (or such later time or date asthe Joint Bookrunners may agree with the Company, but so that the Acceptance Date (whichshall fall no earlier than 10 Business Days after Admission) is not later than 30 October 2015);

• the Acquisition Agreement remaining in full force and effect, and having not lapsed or beenterminated prior to Admission; and

• the warranties provided by the Company in the Underwriting Agreement remaining true,accurate and not misleading.

The Underwriters may terminate the Underwriting Agreement if at any time prior to Admission, interalia, any of the conditions to the Underwriting Agreement have not been satisfied or waived or uponthe occurrence of specified events, including but not limited to a material adverse change in theinternational financial markets, the effect of which would make it impracticable, inappropriate orinadvisable (in the opinion of the Underwriters acting in good faith) to proceed with the Rights Issue.

19.3 2015 Facility

The Group entered into a credit facility which was amended and restated on 5 January 2015, pursuantto which the Lenders agreed to provide certain members of the Group with a senior secured five yearrevolving credit facility which is broken down into the following currency-specific commitments:draw-down currency caps: CAD $93.5 million, €16.8 million, £62.5 million, US$63.3 million and aterm loan facility broken down into the following currency-specific commitments: CAD $106.3million and £27.7 million.

Advances under the 2015 Facility are denominated in United States dollars, Canadian dollars, euro orpounds sterling and bear interest at the prevailing Eurodollar, Alternate Base Rate, Euribor, CanadianDollar Prime Rate and Canadian Dollar BA Rate as applicable, plus, in each case, the applicablemargin and the applicable cost factor to those base rates and is subject to an applicable margin ratchetlinked to the Group’s total debt ratio. Letters of credit and guarantees are also available under the 2015Facility. The 2015 Facility is guaranteed by Entertainment One and its subsidiaries (other than certainexcluded subsidiaries including non-material subsidiaries) and is secured against substantially all ofthe assets of Entertainment One and such subsidiaries.

The 2015 Facility has the following applicable margins on the base interest rates: LIBOR 3.0-3.5 percent., Eurodollar 3.0-3.5 per cent., Alternate Base Rate 2.0-2.5 per cent., EURIBOR 3.0-3.5 per cent.,Canadian Dollar Prime Rate 2.0-2.5 per cent. and Canadian Dollar BA Rate 3.0-3.5 per cent..

The Group’s total debt ratio (as defined in the 2015 Facility) must remain within (i) 3.50 to1.00 through 31 March 2016, (ii) within 2.75 to 1.00 through to 31 March 2017, and (iii) 2.00 to 1.00thereafter. Over the same period, the Group’s fixed charges cover ratio may not be less than1.50 to 1.00.

The Group may use advances under the 2015 Facility for general working capital purposes and tofinance other permitted acquisitions and investments. The advances under the 2015 Facility mature on7 January 2018, and loans may be repaid under such advances at any time without penalty, subject tocertain minimum amounts.

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Mandatory repayments of the advances under the 2015 Facility are required to be made upon receiptof the net cash proceeds of certain dispositions and certain issuances of equity interests by a borroweror guarantor and net insurance proceeds. In the event that the aggregate principal amount ofoutstanding loans exceeds the total commitments of the Lenders, outstanding loans shall be prepaidand Lenders’ acceptances to eliminate such excess. A quarterly commitment fee is payable to eachLender holding commitments under the revolving credit facility based on the average amount bywhich such Lender’s commitment exceeded its share of the letters of credit, Lenders’ acceptances andloans outstanding during the preceding quarter.

The 2015 Facility is subject to customary terms and conditions, including restrictions on incurringindebtedness, granting liens or guarantees, making investments, selling assets, and making capitalexpenditures without the prior consent of the Lenders.

The 2015 Facility is governed by the laws of the State of New York.

19.4 Securities purchase and sale agreement – The Mark Gordon Company

On 5 January 2015, Entertainment One UK Holdings entered into a securities purchase agreementbetween, amongst others, Deluxe Pictures d/b/a The Mark Gordon Company and Mark Gordonpursuant to which Entertainment One UK Holdings agreed to acquire 51 per cent. of the issued andoutstanding securities of The Mark Gordon Company for an aggregate sum of US$127.5 million incash and US$5.1 million payable by the issue of new Common Shares, subject to a working capitaladjustment. Completion of the securities purchase and sale agreement took also took place on 5January 2015.

Under the securities purchase and sale agreement, the relevant sellers provided title and capacitywarranties and other customary warranties and representations regarding the business of The MarkGordon Company. Any claims by Entertainment One UK Holdings for a breach of warranty under thesecurities purchase and sale agreement are subject to customary limitations, including financiallimitations.

The Sale and Purchase Agreement is governed by the laws of the State of California.

19.5 Shareholders agreement – The Mark Gordon Company (as amended)

The Shareholders Agreement was entered into on 5 January 2015 and amended on 19 May 2015.

The Shareholders Agreement includes customary provisions relating to the appointment andmanagement of the board of The Mark Gordon Company, pursuant to which the Group is entitled toappoint three out of 5 board members and customary control and veto rights over certain key boardand shareholder decisions.

Mark Gordon is restricted from selling his shares in The Mark Gordon Company otherwise thanpursuant to (i) a customary tag along right which provides that if the Group propose to sell their sharesto a third party purchaser, Mark Gordon is entitled to also sell his shares to such third party purchaser;or (i) the forced sale provisions. Under the forced sale provisions, after an initial seven-year term, ifMark Gordon chooses to sell his remaining 49 per cent. interest in The Mark Gordon Company, theGroup first has the right to make an offer to purchase his stake in The Mark Gordon Company. If noagreement is reached within specified timeframes, Mark Gordon has the right to commence a saleprocess for The Mark Gordon Company as a whole (including the Group’s shareholding), and theGroup has the right to bid in such sale process.

The Group is restricted from selling its shares in The Mark Gordon Company otherwise pursuant tothe tag along rights and forced sale provisions noted above, for a two year period following closingof the Securities Purchase and Sale Agreement described in paragraph 19.4, above, and in any eventmay not sell its shares to certain entities for as long as Mark Gordon hold its shares.

The Shareholders Agreement is governed by the laws of the State of California.

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20. DEALING ARRANGEMENTS AND CREST

20.1 CREST and Depositary Interests

(a) The Common Shares are in registered form and are in certificated form. Interests in CommonShares may be delivered, held and settled in CREST by means of the creation of dematerialisedDepositary Interests representing such Common Shares. Euroclear is unable to takeresponsibility for electronic settlement of shares issued by companies in certain non-UnitedKingdom jurisdictions. Pursuant to a method proposed by Euroclear under which transactionsin international securities may be settled through the CREST system, the Depositary issuesdematerialised depositary interests representing entitlements to Common Shares, known asDepositary Interests. The Depositary Interests are independent securities constituted underEnglish law which may be held and transferred through the CREST system. Investors shouldnote that it is the Depositary Interests which are admitted to and settled through CREST andnot Common Shares.

(b) The Articles are consistent with CREST membership in respect of Common Shares, andamongst other things allow for the holding and transfer of Depositary Interests in uncertifiedform. Under the CBCA, companies are not prohibited from issuing shares in book-entry formbut shareholders have the right to require the companies to issue physical certificates. TheBoard has passed a resolution authorising the issuance of shares in book-entry form.

(c) The Depositary Agreement under which the Company has appointed the Depositary to providethe Depositary Interest arrangements is summarised in paragraph 20.3 of this Part 10(Additional Information) below.

(d) The Depositary Interests are created pursuant to and issued on the terms of the Deed Pollexecuted by the Depositary in favour of the holders of the Depositary Interests fromtime-to-time. Prospective holders of Depositary Interests should note that they will have norights in respect of the underlying Common Shares or the Depositary Interests representingthem against Euroclear or its subsidiaries.

(e) Common Shares are transferred to an account of the Depositary or their custodian and theDepositary issues Depositary Interests to participating CREST members. Each DepositaryInterest is treated as one Common Share for the purposes of determining, for example,eligibility for any dividends. The Depositary passes on to holders of Depositary Interests anystock or cash benefits received by it as holder of Common Shares on trust for such DepositaryInterest Holder. Depositary Interest Holders, through the Depositary, are able to receive noticesof meetings of holders of Common Shares and other notices issued by the Company to itsShareholders.

(f) The Depositary Interests have the same security code (ISIN) as the underlying Common Sharesand do not require a separate admission to the London Stock Exchange’s Main Market forlisted securities.

(g) Conversion into and transfers of Depositary Interests are subject to stamp duty or stamp dutyreserve tax, as appropriate.

(h) CREST is a voluntary system and holders of Common Shares who wish to receive and retainshare certificates will be able to do so. Share certificates will be dispatched to Shareholders byfirst-class post within 14 days of the date of admission of the relevant Common Shares totrading on the London Stock Exchange’s Main Market for listed securities. No temporarycertificates of title will be issued.

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20.2 Depositary Interests – Terms of the Deed Poll

(a) In summary, the Deed Poll contains, inter alia, provisions to the following effect:

• The Depositary will hold (itself or through the custodian), as bare trustee, the underlyingsecurities issued by the Company and all and any rights and other securities, propertyand cash attributable to the underlying securities for the time being held by theDepositary or custodian pertaining to the Depositary Interests for the benefit of theholders of the Depositary Interests as tenants in common. The Depositary willre-allocate securities or Depositary Interests distributions allocated to the Depositary orcustodian pro rata to the Common Shares held for the respective accounts of the holdersof Depositary Interests but will not be required to account for fractional entitlementsarising from such re-allocation.

• Holders of Depositary Interests agree to give such warranties and certifications to theDepositary as the Depositary may reasonably require. In particular, holders ofDepositary Interests warrant, inter alia, that the securities in the Company transferred orissued to the Depositary or custodian on behalf of the Depositary for the account of theDepositary Interest holder are free and clear of all liens, charges, encumbrances or thirdparty interests and that such transfers or issues are not in contravention of theCompany’s constitutional documents or any contractual obligation, or applicable law orregulation binding or affecting such holder, and holders of Depositary Interests agree toindemnify the Depositary against any liability incurred as a result of any breach of suchwarranty.

• The Depositary and any custodian shall pass on to Depositary Interest holders, and sofar as reasonably able exercise on their behalf, all rights and entitlements received by theDepositary or the custodian or to which they are entitled in respect of the underlyingsecurities which are capable of being passed or exercised. Entitlements under the RightsIssue and entitlements to cash Depositary Interests distributions, to information, to makechoices and elections and to attend and vote at meetings shall, subject to the Deed Poll,be passed on in the form which they are received, together with amendments andadditional documentation necessary to effect such passing-on, or exercised inaccordance with the Deed Poll. If arrangements are made which allow a holder to takeup rights in the Company’s securities requiring further payment, the holder must put theDepositary in cleared funds before the relevant payment date or other date notified bythe Depositary if it wishes the Depositary to exercise such rights.

• The Depositary will be entitled to cancel Depositary Interests and treat the holders ashaving requested a withdrawal of the underlying securities in certain circumstancesincluding where a Depositary Interest Holder fails to furnish to the Depositary suchcertificates or representations as to material matters of fact, including his identity, as theDepositary deems appropriate.

• The Depositary warrants that it is an authorised person under the FSMA and is dulyauthorised to carry out custodial and other activities under the Deed Poll. It alsoundertakes to maintain that status and authorisation.

• The Deed Poll contains provisions excluding and limiting the Depositary’s liability. Forexample, the Depositary shall not be liable to any Depositary Interest Holder or anyother person for liabilities in connection with the performance or non-performance ofobligations under the Deed Poll or otherwise except as may result from its negligence orwilful default or fraud or that of any person for whom it is vicariously liable, providedthat the Depositary shall not be liable for the negligence, wilful default or fraud of thecustodian or agent which is not a member of its group unless it has failed to exercisereasonable care in the appointment and continued use and supervision of any custodian

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or agent. Furthermore, the Depositary’s liability to a holder of Depositary Interests willbe limited to the lesser of:

– the value of the Common Shares and other deposited property properlyattributable to the Depositary Interests to which the liability relates; and

– that proportion of £10 million which corresponds to the portion which the amountthe Depositary would otherwise be liable to pay to the Depositary Interest Holderbears to the aggregate of the amounts the Depositary would otherwise be liable topay to all such holders in respect of the same act, omission, or event or, if thereare no such amounts, £10 million.

• The Depositary is entitled to charge holders of Depositary Interests fees and expensesfor the provision of its services under the Deed Poll. In the case of any fees and expensesto be charged in connection with the formalities of receiving and transferring companysecurities, the Depositary may ask to be put in funds in advance by the holder ofDepositary Interests or prospective holder of Depositary Interests.

• Each holder of Depositary Interests is liable to indemnify the Depositary and anycustodian (and their agents, officers and employees) against all liabilities arising from orincurred in connection with, or arising from any act performed in accordance with or forthe purposes of or otherwise related to, the Deed Poll so far as they relate to theDepositary Interests (and any property or rights held by the Depositary or custodian inconnection with the Depositary Interests) held by that holder, other than those resultingfrom the wilful default, negligence or fraud of the Depositary, or the custodian or anyagent if such custodian or agent is a member of the Depositary’s group or if, not beinga member of the same group, the Depositary shall have failed to exercise reasonable carein the appointment and continued use and supervision of such custodian or agent.

• The Depositary is entitled to make deductions from any income or capital arising fromthe underlying securities, or to sell such underlying securities and make deductions fromthe sale proceeds therefrom, in order to discharge the indemnification obligations ofDepositary Interest Holders.

• The Depositary may terminate the Deed Poll by giving not less than 30 days’ notice.During such notice period holders may cancel their Depositary Interests and withdrawtheir deposited property and, if any Depositary Interests remain outstanding aftertermination, the Depositary must, among other things, deliver the deposited property inrespect of the Depositary Interests to the relevant Depositary Interest Holders or, at itsdiscretion, sell all or part of such deposited property. It shall, as soon as reasonablypracticable, deliver the net proceeds of any such sale, after deducting any sums due tothe Depositary, together with any other cash held by it under the Deed Poll pro rata toholders of Depositary Interests in respect of their Depositary Interests.

• The Depositary or the custodian may require from any holder information as to thecapacity in which Depositary Interests are or were owned and the identity of any otherperson with or previously having any interest in such Depositary Interests and the natureof such interest and evidence or declarations of nationality or residence of the legal orbeneficial owners of Depositary Interests and such information as is required for thepurposes of the Deed Poll. Holders agree to provide such information requested andconsent to the disclosure of such information by the Depositary or custodian to theextent necessary or desirable to comply with their legal or regulatory obligations.Furthermore, to the extent that the Company’s constitutional documentation requiresdisclosure to the Company of, or limitations in relation to, beneficial or other ownershipof the Company’s securities, the holders of Depositary Interests are to comply with suchconstitutional documentation and the Company’s instructions with respect thereto.

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(b) It should also be noted that Depositary Interests Holders may not have the opportunity toexercise all of the rights and entitlements available to holders of Common Shares including, forexample, the ability to vote on a show of hands. In relation to voting, it will be important forholders of Depositary Interests to give prompt instructions to the Registrar or its nominatedcustodian, in accordance with any voting arrangements made available to them, to vote theunderlying Common Shares on their behalf or, to the extent possible, to take advantage of anyarrangements enabling holders of Depositary Interests to vote such Common Shares as a proxyof the Registrar or its nominated custodian.

Prospective subscribers for and purchasers of the Common Shares are referred to the Deed Pollavailable for inspection at the offices of Mayer Brown International LLP as described in thisparagraph 20.2 of this Part 10 (Additional Information).

20.3 Depositary Interests – Terms of Depositary Agreement

(a) The terms of the Depositary Agreement between the Company and the Depositary, under whichthe Company appoints the Depositary to constitute and issue from time-to-time, upon the termsof the Deed Poll (summarised in paragraph 20.2 of this Part 10 (Additional Information)),series of Depositary Interests representing securities issued by the Company and to providecertain other services in connection with such Depositary Interests, are summarised below.

(b) The Depositary Agreement contains, inter alia, provisions to the following effect:

• The Depositary agrees that it will comply, and will procure certain other personscomply, with the terms of the Deed Poll and that it and they will perform theirobligations with reasonable skill and care. The Depositary assumes certain specificobligations including, for example, to arrange for the Depositary Interests to be admittedto CREST as participating securities and provide copies of, and access to, the DepositaryInterest Register.

• The Company gives various warranties and undertakings including, inter alia, a warrantythat the Depositary does not require any permission, authorisation or licence from anyauthority in any country (other than the United Kingdom) in which the Company carrieson business in order to hold the underlying securities in the Company, and that there areno special arrangements, exclusions, restrictions, national declarations or similar matterswhich attach to or apply in connection with the Common Shares and which wouldrestrict the transfer of those Common Shares by any holder of Depositary Interests(including the Depositary and/or any custodian). The Company agrees to indemnify theDepositary against any losses, damages, claims, costs and expenses or other liabilitiesincurred as a result of any breach of such warranties and undertakings.

• The Depositary will not be obliged to accept transfers of Depositary Interests where itis not obliged to do so under the Deed Poll, or if the transfer would place the Depositaryin breach of any law or regulation. The Company warrants that it is not aware of anysuch breach. If such circumstances were to occur the Depositary will discuss this withthe Company as soon as is reasonably practicable in order to review how to proceed.

• The Company agrees to provide such assistance, information and documentation to theDepositary as may be reasonably required by the Depositary for the purposes ofperforming its duties, responsibilities and obligations under the Deed Poll andDepositary Agreement. In particular, the Company will supply the Depositary withenough copies of each document it intends to send to its Shareholders in advance ofsending each document to its Shareholders for the Depositary to distribute to all holdersof Depositary Interests.

• The Depositary Agreement sets out the procedures to be followed where the Companyis to pay or make a dividend or other distribution.

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• The Depositary is to indemnify the Company against each loss, liability, cost andexpense reasonably incurred as a result of any claim made against the Company by anyholder of Depositary Interests, or any person having any direct or indirect interest in anysuch Depositary Interests or the underlying securities represented thereby which arisesout of alleged breach of the terms of the Deed Poll or any trust declared or arisingthereunder, save where such liability arises as a result of the fraud, negligence or wilfuldefault of the Company. The aggregate liability of the Depositary under the DepositaryAgreement is limited to the lesser of (a) £1,000,000 and (b) an amount equal to 10 timesthe total annual fee payable to the Depositary under the Depositary Agreement.

• The Company is to indemnify the Depositary against all liabilities reasonably incurredas a result of any claim made against the Depositary by any holder of the DepositaryInterests or any person having any direct or indirect interest in any such DepositaryInterests or the underlying securities which arises out of the performance by theDepositary of its obligations under the Depositary Agreement and the Deed Poll, savewhere such liability arises as a result of the fraud, negligence or wilful default of theDepositary.

• The Depositary Agreement is to remain in force for a period of three years (the “InitialPeriod”). At the expiry of the Initial Period, this Agreement shall automatically renewfor successive periods of 12 months, unless or until terminated by either party. Both theCompany and the Depositary may terminate the Depositary Agreement on 30 days’notice in the event of a material breach by the other party and otherwise on 45 days’notice.

• The Depositary may subcontract or delegate its obligations under the DepositaryAgreement or the Deed Poll to any person which is a member of the Group, providedthat such arrangements shall not affect the liability of the Depositary to the Company.

21. LITIGATION

There are no, and have been no, governmental, legal or arbitration proceedings (including any suchproceedings which are pending or threatened of which the Company is aware) during the period of12 months prior to the date of this Prospectus which may have, or have had in the recent past, a significanteffect on the Company and/or the Group’s financial position or profitability.

22. WORKING CAPITAL

Entertainment One is of the opinion that the Group has sufficient working capital for its presentrequirements, that is for at least the next 12 months from the date of the publication of this document.

23. SIGNIFICANT CHANGE

There has been no significant change in the financial or trading position of the Group which has occurredsince 31 March 2015, the date to which the last audited financial information relating to the Group wasprepared.

24. EXPENSES

The total costs, charges and expenses payable by the Company in connection with the Rights Issue areestimated to be approximately £5.9 million (exclusive of VAT). The Company will not receive any netproceeds in connection with the issue of the New Common Shares.

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25. GENERAL

The current auditors of the Company and the Group are Deloitte LLP, whose address is 2 New Street Square,London EC4A 3BZ, which is a member of the Institute of Chartered Accountants’ of England and Wales andwhich was responsible for the audit of the statutory financial statements of the Company for the years ended31 March 2013, 2014 and 2015.

26. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours on anyweekday (Saturdays, Sundays and public holidays excepted) at the offices of Mayer Brown InternationalLLP, 201 Bishopsgate, London EC2M 3AF up to and including the date of Admission:

(a) the Articles;

(b) the Annual Report and Accounts 2015;

(c) the Annual Report and Accounts 2014;

(d) the Annual Report and Accounts 2013; and

(e) this document.

27. INCORPORATION BY REFERENCE

The table below sets out the information which is incorporated by reference into this Prospectus and whichare available for inspection as set out in paragraph 26 of Part 10 (Additional Information).

Location of incorporation

Information incorporated by reference into this in this Prospectus Prospectus Document reference

Page 143 Annual Report and Accounts 2013



Dated: 30 September 2015

Annual Report and Accounts 2013 (as per Part 8(Financial Information on Entertainment OneLtd.) of this document)



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PART 11

DEFINITIONS

The following definitions apply throughout this document, unless the context requires otherwise:

“2015 Executive Incentive Scheme” means the executive incentive plan for the benefit of certain senioremployees of the Group approved by Shareholders at the annualgeneral meeting of Entertainment One held on 16 September 2015,as more fully described in paragraph 13.6 of Part 10 (AdditionalInformation)

“2015 Facility” the amended and restated credit and guaranty agreement betweencertain members of the Group and a syndicate of lenders includingJ.P. Morgan Chase Bank, N.A dated January 2015

“ABD Sellers” Neville Astley, Mark Baker and Phil Davies, the creators andco-producers of Peppa Pig

“ABD Shares” ordinary shares of £1 each in the capital of Astley Baker DaviesLimited

“Acquisition” the acquisition by Entertainment One UK Holdings of 70 per cent.of the entire issued share capital of Astley Baker Davies Limited byway of transfer of 69 ABD Shares, and the issue of 1 new ABDShare, to Entertainment One UK Holdings pursuant to the SharePurchase Agreement

“Admission” admission of the New Common Shares (nil paid or fully paid, as thecase may be) to listing on the Official List (Premium Listing) and totrading on the Main Market of the London Stock Exchange and areference to Admission becoming “effective” is to be construed inaccordance with the Listing Rules or the Standards (as applicable)

“AIM” the AIM market operated by the London Stock Exchange

the audited consolidated financial statements of the Group for theyear ended 31 March 2013



“Articles” the articles of amalgamation of the Company details of which areset out in paragraph 6 of Part 10 (Additional Information)

“Astley Baker Davies Limited” Astley Baker Davies Limited, a company incorporated under thelaws of England and Wales

“Auditors” the auditors of the Group from time to time which, at the date of thisdocument, are Deloitte LLP.

“Board” the board of directors of the Company from time to time

“Borrowers” Entertainment One, Entertainment One UK Holdings, Earl StreetCapital, Inc. and 4384768 Canada Inc.

“Annual Report and Accounts2013”



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“Business Day” any day on which banks are generally open in England and Walesfor the transaction of business, other than a Saturday or Sunday ora public holiday

“By-Laws” by-law number 1, a by law relating generally to the transaction ofthe business and affairs of the Company

“CAGR” compound annual growth rate

“Canada Revenue Agency” the Canada Revenue Agency, which administers tax laws for theGovernment of Canada and for most provinces and territories.

“Canadian Tax Act” collectively the Income Tax Act (Canada) and the Income TaxRegulations

“Cancon” Canadian content programming

“Capita Asset Services” a trading name of Capita Registrars Limited

“CAVCO” Canadian Audio-Visual Certification Office

“CBCA” Canada Business Corporations Act, and the regulationspromulgated thereunder, as amended

“CCSS” the CREST Courier Sorting Service

“CGT” Capital Gains Tax

“Chairman’s Award” means the awards for the benefit of Allan Leighton approved byShareholders at the annual general meeting of Entertainment Oneheld on 11 September 2014, as more fully described in paragraph13.5 of Part 10 (Additional Information)

“Closing Price” the closing middle market price of a relevant share as derived fromSEDOL on any particular day

“Code” the US Internal Revenue Code 1986

“Common Shares” the Common Shares or Depositary Interests in respect thereof(where the context requires) of the Company in issue as at30 September 2015

“Company” Entertainment One Ltd., a corporation incorporated under the lawsof Canada

“Completion” completion of the Acquisition in accordance with the SharePurchase Agreement

“COPPA” US Children’s Online Privacy and Protection Act of 1998

“Credit Suisse” Credit Suisse Securities (Europe) Limited

“CREST” the relevant system (as defined in the CREST Regulations) operatedby Euroclear in accordance with which securities may be held ortransferred in uncertificated form

“CREST Deposit Form” the form used to deposit securities into the CREST system in theUnited Kingdom

“CREST Manual” the rules governing the operation of CREST, consisting of theCREST Reference Manual, CREST International Manual, CRESTCentral Counterparty Service Manual, CREST Rules, RegistrarsService Standards, Settlement Discipline Rules, CCSS OperationsManual, Daily Timetable, CREST Application Procedure, CREST

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Glossary of Terms and CREST Terms and Conditions (all as definedin the CREST Glossary of Terms promulgated by Euroclear on15 July 1996 and as amended since)

“CREST Transfer Form” a CREST transfer form prescribed under the Stock Transfer Act1963

“CREST Regulations” the Uncertificated Securities Regulations 2001 (S1 2001 No.01/378), as amended

“CRTC” Canadian Radio-television and Telecommunications Commission

“Dealing Day” a day on which dealing in domestic equity market securities maytake place on the London Stock Exchange

“Deed Poll” the deed poll executed by the Depositary in favour of DepositaryInterest Holders from time-to-time

“Depositary” Capita IRG Trustees Limited

“Depositary Agreement” the Depositary Agreement between the Company and theDepositary, under which the Company appoints the Depositary toconstitute and issue from time-to-time, upon the terms of the DeedPoll series of Depositary Interests representing securities issued bythe Company and to provide certain other services in connectionwith such Depositary Interests

“Depositary Interest” depositary interests issued in uncertificated form from time-to-timeby the Depositary on the terms and conditions of the Deed Poll andin accordance with the CREST Regulations, title to which isevidenced by entry on the Depositary Interest Register and whichrepresent underlying Common Shares on a one for one basis

“Depositary Interest Holders” holders of Depositary Interests

“Depositary Interest Register” the register of holders maintained in the United Kingdom on behalfof the Depositary by the Depositary Interest Registrar

“Depositary Interest Registrar” Capita Registrars Limited or such other registrar who for the timebeing maintains the Depositary Interest Register

“Directors” the directors of the Company, whose names are set out in paragraph1 of Part 5 (Directors and Corporate Governance) and “Director”shall mean any one of them

the disclosure rules and transparency rules issued by the FCA actingin its capacity as the competent authority pursuant to s73A ofFSMA

“Employee Benefit Trust” the employee benefit trust initially implemented by EntertainmentOne on 27 March 2007 as described in paragraph 13.3 of Part 10(Additional Information)

“Entertainment One” the Company, or should the context so require, Entertainment OneLtd. (Cayman)

“Entertainment One Ltd. (Cayman)” Entertainment One Ltd., a company previously registered in theCayman Islands which continued into Canada and merged withEntertainment One on 15 July 2010

“Entertainment One Share Schemes” the Executive Share Plan, Employee Benefit Trust, Long TermIncentive Plan, the 2015 Executive Incentive Scheme and the SAYE

“Disclosure and TransparencyRules”

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Scheme as described in paragraph 13 of Part 10 (AdditionalInformation)

“Entertainment One UK Limited” Entertainment One UK Limited, a direct subsidiary ofEntertainment One UK Holdings.

“Entertainment One UK Holdings” Entertainment One UK Holdings Limited, a UK subsidiary ofEntertainment One

“Enlarged Issued Share Capital” the fully diluted Issued Share Capital of the Company immediatelyfollowing completion of the Rights Issue

“EU” the European Union

“Euroclear” Euroclear UK & Ireland Limited, a company registered in Englandand Wales with registered number 2878738, the operator of CREST

“Excluded Overseas Shareholders” subject to certain limited exceptions, Shareholders with a registeredaddress or located or resident in any of the Restricted Jurisdictionsor, where applicable, Depositary Interest Holders with a registeredaddress or located or resident in any of the Restricted Jurisdictions

“Executive Directors” Darren Throop and Giles Willits

“Executive Share Plan” the executive share plan approved by the Board on 17 June 2010and restated in July 2011 as described in paragraph 13.2 of Part 10(Additional Information)

the co-production agreements relating to the Peppa Pig OwnershipRights for series 1, 2 and 3 between Astley Baker Davies Limitedand Entertainment One UK Limited dated 5 November 2004, 2November 2005, 25 October 2012 and 25 October 2012,respectively

“FATCA” has the meaning given in paragraph 3.7 of Part 9 (Taxation)

“Family Business” the family business incorporated into the Television Division of theGroup’s business which creates, develops and produces familyprogramming and licensing and merchandising opportunities,including Peppa Pig

“FCA” the Financial Conduct Authority of the United Kingdom

“Film Division” the Group’s film division

“FSMA” Financial Services and Markets Act 2000, as amended

“Fully Paid Rights” depending on the context (a) rights to subscribe for New CommonShares fully paid or (b) rights to acquire New Depositary Interestsfully paid

“FTSE 250 UK Index Series” an index, containing companies ranked 101 to 350 by marketcapitalisation traded on the London Stock Exchange

“Group” the Company and its subsidiaries and subsidiary undertakings as atthe date of this document and from time-to-time and, followingCompletion, Astley Baker Davies Limited; and “member of theGroup” shall be construed accordingly

“IFRS” International Financial Reporting Standards as adopted for use inthe EU

“Existing Co-ProductionAgreements”

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“Investment Canada Act” Investment Canada Act (Canada), and the regulations promulgatedthereunder, as amended

“IRS” the US Internal Revenue Service

“ISIN” International Securities Identification Number

“Issued Share Capital” the Common Shares issued in the capital of the Company as at theLast Practicable Date

“J.P. Morgan Cazenove” J.P. Morgan Securities plc (which operates its investment bankingactivities in the United Kingdom as J.P. Morgan Cazenove)

“Joint Bookrunners” J.P. Morgan Cazenove and Credit Suisse, joint bookrunners inrespect of the Rights Issue, each individually being a JointBookrunner

“Last Practicable Date” 29 September 2015 (being the latest practicable date prior topublication of this document)

“Lenders” the syndicate of lenders, including J.P. Morgan Chase Bank, N.A.who are parties to the 2015 Facility

“LIBOR” the London Inter-Bank Offer Rate

“Listing Rules” the listing rules and regulations made by the FCA under s73A ofFSMA, as amended from time-to-time

“London Stock Exchange” London Stock Exchange plc

“Long Term Incentive Plan” the long term incentive plan adopted by the Board on 27 June 2013and approved by shareholders on 28 June 2013 as described inparagraph 13.4 of Part 10 (Additional Information)

“Main Market” the largest of the two markets of the London Stock Exchange

“Member State” a member state of the European Union

“Money Laundering Regulations” the Money Laundering Regulations (SI2007 No.2157), as amended

“MTM” a Many-to Many instruction

“New Articles” the new articles of association of Astley Baker Davies Limited to beentered into on Completion

“New Common Shares” the 131,476,173 new Common Shares to be issued by the Companypursuant to the Rights Issue

“New Depositary Interests” the Depositary Interests to be issued by the Depositary followingthe take-up of rights to acquire Depositary Interests by QualifyingDepositary Interest Holders in connection with the Rights Issue

“New Co-Production Agreement” the new co-production agreement to be entered into betweenEntertainment One UK Limited, TEF and Astley Baker DaviesLimited on Completion

“Nil Paid Rights” depending on the context, (a) the rights to subscribe for NewCommon Shares provisionally allotted to Qualifying Shareholderspursuant to the Rights Issue, or (b) the rights to subscribe for NewDepositary Interests initially credited to the CREST accounts ofQualifying Depositary Interest Holders in connection with theRights Issue

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“Non-Executive Directors” Allan Leighton, Clare Copeland, Bob Allan, Ronald Atkey, GarthGirvan, Mark Opzoomer and Linda Robinson

“Non-Resident Holder” has the meaning given in paragraph 2.3 of Part 9 (Taxation)

“Non-resident Shareholder” Shareholders who at all relevant times for the purposes of the TaxAct and any applicable income tax convention, are not, and are notdeemed to be resident in Canada and does not use or hold, and willnot be deemed to use or hold, Common Shares or New CommonShares in a business carried on in Canada

“Official List” the Official List of the UK Listing Authority

“Ordinary Resolution” a resolution passed by a majority of the votes cast by theShareholders who voted in respect of that resolution or signed by allShareholders entitled to vote on that resolution

“Overseas Shareholders” Qualifying Shareholders with a registered address in, or who areresident or located in, countries other than the United Kingdom(including Qualifying Shareholders who are also ExcludedOverseas Shareholders)

“Panel on Takeovers and Mergers” regulatory body in London that administers the Takeover Code

“Peppa Pig Ownership Rights” all underlying rights in and to the Peppa Pig Property , including alltrade and service marks incorporating the Peppa Pig Property orany variant of it, or any word (in any language) or logo which istaken or derived from the Peppa Pig Property or any part thereof,designs, artistic, literary, dramatic, musical or other work,inventions, confidential information or other intellectual propertyrights (including all existing and future copyright) arising from orrelating to the Peppa Pig Property or from series 1, 2 and 3 of thePeppa Pig TV series and all characters in any such series, or anyfuture projects involving or based on such series

“Peppa Pig Property” Peppa Pig in all forms of exploitation

“PFIC” a passive foreign investment company

“PRA” the Prudential Regulation Authority of the United Kingdom

“Principal Letter” has the meaning given in paragraph 3.10 of Part 3 (Terms andConditions of the Rights Issue)

“Proposed Amendments” has the meaning given in paragraph 2.1 of Part 9 (Taxation)

“Prospectus” this prospectus prepared in accordance with the Prospectus Rulesand the Listing Rules

“Prospectus Directive” Directive 2003/71/EC (as amended from time-to-time, including byDirective 2010/73/EC to the extent implemented in the relevantEEA State) and includes any relevant implementing measures ineach EEA State that has implemented Directive 2003/71/EC

“Prospectus Rules” prospectus rules made by the FCA under s73A of FSMA

the renounceable provisional allotment letters relating to the RightsIssue to be issued to Qualifying Non-CREST Shareholders (otherthan Qualifying Non-CREST Shareholders who are ExcludedOverseas Shareholders)

“Provisional Allotment Letter(s)or PAL(s)”

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“QIB” a “qualified institutional buyer” within the meaning of Rule 144Aunder the Securities Act

“Qualifying Shareholders” Qualifying Non-CREST Shareholders and Qualifying DepositaryInterest Holders

Depositary Interest Holders holding Depositary Interests on theDepositary Interest Register on the Record Date

Shareholders holding Common Shares in certificated form on theShare Register at the Record Date including, for the avoidance ofdoubt, the Depositary

“Receiving Agent” Capita Asset Services

“Record Date” close of business on 30 September 2015

“Registrar” the registrar of the Company from time-to-time which is currentlyCapita Registrars (Jersey) Limited

“Relevant Code Provisions” has the meaning given in paragraph 6.3 of Part 9 (Taxation)

“Regulation D” Regulation D under the Securities Act

“Regulation S” Regulation S under the Securities Act

“Regulatory Information Service” one of the regulatory information services authorised by the UKLAto receive, process and disseminate regulatory information fromlisted companies

“Resident Canadian” has the meaning given in the CBCA

“Resident Holder” has the meaning given in paragraph 2.2 of Part 9 (Taxation)

“Resident Shareholder” Shareholders who at all relevant times are resident or deemed to beresident in Canada for the purposes of the Tax Act

“Restricted Jurisdiction” each of the United States, Canada, Australia, Japan, New Zealandand the Republic of South Africa and “Restricted Jurisdictions”shall mean each such territory together

“Rights Issue” the proposed issue of rights of New Common Shares and/or, unlessthe context otherwise requires, New Depositary Interests, on thebasis described in this document and (where applicable) in theProvisional Allotment Letter.

“Rights Issue Entitlement” the entitlement of Qualifying Non-CREST Shareholders andQualifying Depositary Interest Holders to New Common Sharesand New Depositary Interests, respectively, pursuant to the RightsIssue

“Rights Issue Price” 153.0 pence per New Common Share

“RTGS” real time gross settlement system

“SAYE Scheme” means the save as you earn share option scheme for the benefit ofcertain employees of the Group approved by Shareholders at theannual general meeting of Entertainment One held on 16 September2015, as more fully described in paragraph 13.7 of Part 10(Additional Information)

“SDRT” Stamp Duty Reserve Tax

“Qualifying Depositary InterestHolders”

“Qualifying Non-CRESTShareholders”

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“Securities Act” the United States Securities Act of 1933 (as amended)

“SEDOL” the London Stock Exchange Daily Official List of share identifiers

“Share Incentive Arrangements” those share incentive arrangements described in paragraph 13Part 10 (Additional Information)

“Share Purchase Agreement” the agreement entered into by Entertainment One UK Holdings Ltd.and the ABD Sellers on 30 September 2015 in connection with theAcquisition

“Shareholders” holders of Common Shares, each individually being a“Shareholder”

“Shares” the Common Shares

“Special Resolution” a resolution passed by a majority of not less than two-thirds of thevotes cast by the Shareholders who voted in respect of thatresolution or signed by all the Shareholders entitled to vote on thatresolution

“Standards” the “Admission and Disclosure Standards” of the London StockExchange

“Takeover Code” The City Code on Takeovers and Mergers, as amended fromtime-to-time

“Tax Act” Income Tax Act (Canada) and the regulations promulgatedthereunder, as amended

“Television Division” the Group’s television division

“The IBISWorld Inc. Report” IBISWorld Inc.’s industry report 51211b – Television Production inthe US, published in August 2015

“The Media Reports” PricewaterhouseCoopers LLP’s global media and entertainmentoutlook 2015-2019 – filmed entertainment report, global media andentertainment outlook 2015-2019 – TV subscriptions and licencefees report, global media and entertainment outlook 2015-2019 –TV advertising report and global media and entertainment outlook2015-2019 – music report

“Trustees” the trustees in respect of the Employee Benefit Trust

“Underwriting Agreement” the underwriting agreement dated 30 September 2015 betweenEntertainment One and the Underwriters, a summary of which is setout in paragraph 19.2 Part 10 (Additional Information)

“UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland

“UKCGC” the principles of good governance and code of best practicepublished by the Financial Reporting Council in September 2014,as amended from time to time

the FCA acting in its capacity as competent authority for thepurposes of Part VI of FSMA

“Underwriters” J.P. Morgan Cazenove and Credit Suisse, underwriters in respect ofthe Rights Issue

“UK Listing Authority” or“UKLA”

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the Canada-United Kingdom Tax Convention

“United States” or “US” the United States of America, its territories and possessions, anyState of the United States and the District of Columbia

“US Holder” has the meaning given in paragraph 3 of Part 9 (Taxation)

In this document all references to times and dates are a reference to those observed in London, UnitedKingdom.

“United Kingdom/CanadianDouble Taxation Treaty”

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