POSTMEDIA

MANAGEMENT INFORMATION CIRCULAR

January 9, 2025

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

POSTMEDIA NETWORK CANADA CORP.

FEBRUARY 19, 2025

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

POSTMEDIA NETWORK CANADA CORP.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general meeting of shareholders (including any postponement or adjournment thereof) ("Meeting") of Postmedia Network Canada Corp. ("Postmedia") will be held at Postmedia Place, 365 Bloor Street East, Toronto, Ontario M4W 3L4 on February 19, 2025, at 11:00 a.m. (Toronto time), for the following purposes:

to receive Postmedia’s consolidated financial statements for the year ended August 31, 2024, and the independent auditor’s report thereon;
to re-appoint PricewaterhouseCoopers LLP as Postmedia’s auditor for the year ending August 31, 2025 and to authorize the board of directors of Postmedia (“Board of Directors”) to fix the auditor’s remuneration;
to elect the directors of Postmedia for the coming year; and
to transact such other business as may properly come before the Meeting.

The specific details of the matters proposed to be put before the Meeting are set forth in the accompanying Management Information Circular. Shareholders who are unable to attend the Meeting are requested to complete, date, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting. Alternatively, shareholders may (and are encouraged to) vote their proxies online at www.investorvote.com or by telephone at (866) 732-8683 prior to the deadline for proxies (noted below).

The Board of Directors has fixed the close of business on January 8, 2025 as the record date, being the date for the determination of the registered holders of Class C voting shares and Class NC variable voting shares in the capital of Postmedia entitled to receive notice of and vote at the Meeting. Proxies to be used or acted upon at the Meeting must be deposited with Postmedia’s transfer agent, Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 no later than 11:00 a.m. (Toronto time) on February 14, 2025 or 48 hours (excluding Saturdays, Sundays and holidays) before any postponement or adjournment of the Meeting. Alternatively, shareholders may (and are encouraged to) vote their proxies online at www.investorvote.com or by telephone at (866) 732-8683 prior to such deadline. Late proxies may be accepted or rejected by the Chair of the Meeting in his discretion, and the Chair is under no obligation to accept or reject any particular late proxy.

DATED at Toronto, Ontario this 9th day of January, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

L. P. Sique

PETER SHARPE
CHAIR OF THE BOARD OF DIRECTORS

GENERAL PROXY INFORMATION ... 1

VOTING INFORMATION ... 1
VOTING MATTERS ... 1
WHO CAN VOTE ... 1
VOTING YOUR SHARES ... 2
VOTING YOUR SHARES BY PROXY ... 2
DEADLINE FOR PROXIES ... 2
YOUR PROXY VOTE ... 2
APPOINTING A PROXYHOLDER ... 2
REVOKING YOUR PROXY ... 2
VOTING BY NON-REGISTERED SHAREHOLDERS ... 3
ADDITIONAL MATTERS PRESENTED AT THE MEETING ... 3
INTERESTS OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON ... 3
DESCRIPTION OF SHARES ... 3
Quorum and Principal Holders ... 4

MATTERS TO BE ACTED UPON AT THE MEETING ... 5
FINANCIAL STATEMENTS ... 5
RE-APPOINTMENT OF AUDITOR ... 5
ELECTION OF DIRECTORS ... 5

BOARD OF DIRECTORS ... 7
DIRECTOR BIOGRAPHIES ... 7
CEASE TRADE ORDERS, BANKRUPTCIES OR PLANS OF ARRANGEMENT ... 10
PENALTIES OR SANCTIONS ... 10

STATEMENT OF EXECUTIVE COMPENSATION ... 11
COMPENSATION DISCUSSION AND ANALYSIS ... 11
NAMED EXECUTIVE OFFICERS ... 11
COMPENSATION GOVERNANCE ... 11
COMPETITIVE BENCHMARKING ... 14
HOW POSTMEDIA MAKES EXECUTIVE COMPENSATION DECISIONS ... 15
EXECUTIVE COMPENSATION COMPONENTS AND THEIR OBJECTIVES ... 15
SUMMARY COMPENSATION TABLE ... 19
PERFORMANCE GRAPH ... 21
PAY FOR PERFORMANCE ... 21
INCENTIVE PLANS ... 22
Stock Option Plan ... 22
Restricted Share Unit Plan ... 24
Cash Plan ... 26
EMPLOYMENT AND CONSULTING AGREEMENTS ... 29
DIRECTOR COMPENSATION ... 33
INSURANCE COVERAGE FOR DIRECTORS AND OFFICERS AND INDEMNIFICATION ... 34

STATEMENT OF CORPORATE GOVERNANCE PRACTICES ... 35
BOARD OF DIRECTORS ... 35
Diversity at the Board Level ... 36
Diversity at the Executive Level ... 37
Independence ... 38
CODE OF BUSINESS CONDUCT AND ETHICS ... 38
POSITION DESCRIPTIONS ... 39
ORIENTATION AND CONTINUING EDUCATION ... 40
BOARD OF DIRECTORS RENEWAL, ANNUAL EVALUATION AND SKILLS MATRIX REVIEW ... 40
COMMITTEES OF THE BOARD OF DIRECTORS ... 41

CONFLICTS OF INTEREST...42
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS...43
ADDITIONAL INFORMATION...43
DIRECTORS' APPROVAL...43
SCHEDULE "A"...44
BOARD OF DIRECTORS CHARTER...44

POSTMEDIA NETWORK CANADA CORP.

MANAGEMENT INFORMATION CIRCULAR

This Management Information Circular ("Circular") is furnished in connection with the solicitation of proxies by and on behalf of the management of Postmedia Network Canada Corp. ("Postmedia") for use at the annual general meeting of shareholders (including any postponement or adjournment thereof) ("Meeting") to be held on February 19, 2025 at 11:00 a.m. (Toronto time) at Postmedia Place, 365 Bloor Street East, Toronto, Ontario M4W 3L4. The Meeting has been called for the purposes set forth in the Notice of Annual General Meeting of Shareholders ("Notice of Meeting") that accompanies this Circular.

References in this Circular to the "Company", "we", "us", "our" and similar terms, as well as references to Postmedia, refer to Postmedia Network Canada Corp. and, if the context requires, its subsidiary, Postmedia Network Inc. Unless otherwise indicated, the information in this Circular is given as at January 6, 2025 and all dollar references in this Circular are to Canadian dollars.

GENERAL PROXY INFORMATION

This Circular provides the information you need to vote at the Meeting.

If you are a registered holder of Class C voting shares in the capital of Postmedia ("Voting Shares") or Class NC variable voting shares in the capital of Postmedia ("Variable Voting Shares", and collectively with Voting Shares, "Shares"), a proxy form is enclosed that you can use to vote at the Meeting. If your Shares are held by a nominee, you should contact that nominee to arrange to receive either a form of proxy or voting instruction form.

These security holder materials are being sent to both registered and non-registered owners of the Shares ("Shareholders"). If you are a non-registered owner, and Postmedia or its agent has sent these materials directly to you, your name, address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding Shares on your behalf.

The solicitation of proxies will be primarily by mail, but proxies may also be solicited in person, by telephone or other forms of correspondence. The cost of preparing and mailing this Circular and other materials relating to the Meeting and the cost of soliciting proxies has been or will be borne by Postmedia.

Postmedia is sending proxy-related materials directly to non-objecting beneficial owners under National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"). Postmedia does not intend to pay for intermediaries to forward the proxy-related materials to objecting beneficial owners under NI 54-101 and under Form 54-101F7. Request for Voting Instructions Made by Intermediary. In the case of an objecting beneficial owner, the objecting beneficial owner will not receive the proxy-related materials unless their intermediary assumes the cost of delivery.

VOTING INFORMATION

VOTING MATTERS

At the Meeting, Shareholders will be asked to vote on the:

(a) re-appointment of our auditor for the year ending August 31, 2025 and the authorization of the Company's board of directors ("Board of Directors") to fix the auditor's remuneration; and
(b) election of the directors of Postmedia for the coming year.

WHO CAN VOTE

The record date for the Meeting is January 8, 2025. Our transfer agent, Computershare Investor Services Inc. ("Transfer Agent"), will prepare a list of the registered holders of Shares as of the close of business on the record date. A holder of Shares whose name appears on such list is entitled to vote such Shares on such list at the Meeting.

2024 MANAGEMENT INFORMATION CIRCULAR

VOTING YOUR SHARES

IF YOU ARE A REGISTERED SHAREHOLDER ON THE RECORD DATE, YOU MAY VOTE IN PERSON AT THE MEETING OR GIVE ANOTHER PERSON AUTHORITY TO REPRESENT YOU AND VOTE YOUR SHARES AT THE MEETING, AS DESCRIBED BELOW UNDER “VOTING YOUR SHARES BY PROXY”.

VOTING YOUR SHARES BY PROXY

IF YOU WILL NOT BE AT THE MEETING OR DO NOT WISH TO VOTE IN PERSON, YOU MAY VOTE BY USING THE ENCLOSED PROXY FORM BY FOLLOWING THE INSTRUCTIONS SET FORTH THEREIN.

DEADLINE FOR PROXIES

Any proxy to be used at the Meeting must be received by our Transfer Agent at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 no later than 11:00 a.m. (Toronto time) on February 14, 2025, or 48 hours (excluding Saturdays, Sundays, and holidays) before any postponement or adjournment of the Meeting. Registered Shareholders may provide their voting instructions by either of the following means:

BY MAIL to the address set forth above by a pre-paid, pre-addressed return envelope (where available);
ONLINE at www.investorvote.com;
BY TELEPHONE at (866) 732-8683; or
BY HAND OR BY COURIER to the address set forth above.

YOUR PROXY VOTE

On the proxy form, you can indicate how you want to vote your Shares, or you can let your proxyholder decide for you.

All Shares represented by properly completed proxies received by our Transfer Agent, no later than 11:00 a.m. (Toronto time) on February 14, 2025, or 48 hours (excluding Saturdays, Sundays, and holidays) before any postponement or adjournment of the Meeting, will be voted or withheld from voting, in accordance with your instructions as specified in the proxy, on any ballot votes that take place at the Meeting. If you give instructions regarding how to vote your Shares on your proxy form, your proxyholder must vote your Shares according to your instructions. If you have not specified how to vote on a particular matter on your proxy form, your proxyholder can vote your Shares as he or she sees fit. IF NEITHER YOU NOR YOUR PROXYHOLDER GIVES SPECIFIC INSTRUCTIONS, YOUR SHARES WILL BE VOTED:

(a) FOR the re-appointment of PricewaterhouseCoopers LLP as our independent auditor for the year ending August 31, 2025 and the authorization of the Board of Directors to fix the auditor’s remuneration; and
(b) FOR the election of each of the nominees to the Board of Directors listed under the heading “Matters to be acted upon at the Meeting – Election of Directors”.

APPOINTING A PROXYHOLDER

A proxyholder is the person you appoint to act on your behalf at the Meeting and to vote your Shares. YOU MAY CHOOSE ANYONE TO BE YOUR PROXYHOLDER, INCLUDING SOMEONE WHO IS NOT A SHAREHOLDER. SIMPLY FILL IN THE NAME OF YOUR CHOSEN PROXYHOLDER IN THE BLANK SPACE PROVIDED ON THE ENCLOSED PROXY FORM. IF YOU LEAVE THE SPACE IN THE PROXY FORM BLANK, THE PERSON DESIGNATED IN THE FORM, WHO IS THE CHAIR OF OUR BOARD OF DIRECTORS (“CHAIR”) OR, FAILING HIM, OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER, IS APPOINTED TO ACT AS YOUR PROXYHOLDER.

REVOKING YOUR PROXY

If you give a proxy, you may revoke it at any time before it is used by doing any one of the following:

You may send another proxy form with a later date to our Transfer Agent, but it must reach our Transfer Agent no later than 11:00 a.m. (Toronto time) on February 14, 2025, or 48 hours (excluding Saturdays, Sundays, and holidays) before any postponement or adjournment of the Meeting.
You may deliver a signed written statement stating that you want to revoke your proxy to our Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary, Gillian Akai, no later than 5:00 p.m. (Toronto time) on February 18, 2025, the last business day preceding the day of the Meeting at Postmedia Place, 365 Bloor Street East, 12th Floor, Toronto, Ontario M4W 3L4.

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You may attend the Meeting and notify the Chair of the Meeting prior to the commencement of the Meeting that you have revoked your proxy.
You may revoke your proxy in any other manner permitted by law.

VOTING BY NON-REGISTERED SHAREHOLDERS

You are a non-registered Shareholder if your Shares are held in the name of a nominee (such as a bank, trust company or securities broker). Your nominee will generally provide you with a voting instruction form or a proxy form. You should follow the voting instructions provided by your nominee. If you wish to vote in person at the Meeting, you must insert your own name in the space provided for the appointment of a proxyholder on the form provided by your nominee and return same by following the instructions provided.

ADDITIONAL MATTERS PRESENTED AT THE MEETING

The enclosed proxy form confers discretionary authority upon the persons named as proxies therein with respect to any amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters that may properly come before the Meeting.

If you sign and return the proxy form and do not appoint a proxyholder by filling in a name, and any matter is presented at the Meeting in addition to, or as an amendment or variation to, the matters described in the Notice of Meeting, the Postmedia representatives named as proxies will vote on such matters on your behalf in their best judgment. Management is not currently aware of any matters to be considered at the Meeting other than the matters described in the Notice of Meeting, or any amendments or variations to the matters described in such notice.

INTERESTS OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Except for any interest arising from the ownership of Shares of Postmedia where the Shareholder will receive no extra or special benefit or advantage not shared on a pro rata basis by all holders of Shares in the capital of Postmedia, or as otherwise disclosed herein, no: (a) director or executive officer of Postmedia at any time since the beginning of Postmedia's last financial year; (b) proposed nominee for election as a director of Postmedia; or (c) any associate of a person in (a) or (b), has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise in the matters to be acted upon at the Meeting other than the election of directors.

DESCRIPTION OF SHARES

Voting Rights

Voting Shares and Variable Voting Shares are the only Shares that entitle Shareholders to vote at the Meeting. Each Voting Share entitles the holder thereof to one vote on each item of business identified in the Notice of Meeting. Each Variable Voting Share entitles the holder thereof to one vote on each item of business identified in the Notice of Meeting, except if:

(a) the number of issued and outstanding Variable Voting Shares exceeds 49.9% of the total number of all issued and outstanding Shares; or
(b) the total number of votes that may be cast by or on behalf of holders of Variable Voting Shares present at any meeting of holders of Shares exceeds 49.9% of the total number of votes that may be cast by all holders of Shares present and entitled to vote at such meeting.

If either of the above-noted thresholds is surpassed at any time, the vote attached to each Variable Voting Share will decrease automatically and without further act or formality, to equal the maximum permitted vote per Variable Voting Share as indicated below. Under the circumstance described in subparagraph (a) above, the Variable Voting Shares as a class cannot carry more than 49.9% of the aggregate votes. Under the circumstance described in subparagraph (b) above, the Variable Voting Shares as a class cannot, for the applicable Shareholders' meeting, carry more than 49.9% of the total number of votes that can be cast at the Meeting.

2024 MANAGEMENT INFORMATION CIRCULAR

Conversion of Shares and Coattail Provisions

Subject to any additional contractual restrictions agreed to by a holder of Variable Voting Shares, an issued and outstanding Variable Voting Share shall be converted into one Voting Share, automatically and without any further act of Postmedia or the holder if: (a) such Variable Voting Share is not, or ceases to be, beneficially owned or controlled, directly or indirectly, otherwise than by way of security only, by one or more persons who are citizens or subjects of a country other than Canada or one or more persons who are controlled by one or more citizens or subjects of a country other than Canada (collectively, "Non-Canadians"), unless such Variable Voting Share resulted from the exercise of a voluntary election to convert a Voting Share into a Variable Voting Share; or (b) (i) the foreign ownership restrictions of the Income Tax Act (Canada) ("Tax Act") are repealed and not replaced with other similar restrictions in the Tax Act or other applicable legislation; and (ii) there is no Canadian federal or provincial law applicable to Postmedia prescribed for the purposes of subsection 46(1) or paragraph 174(1)(c) of the Canada Business Corporations Act ("CBCA") or any other similar provision in the CBCA or the CBCA Regulations.

An issued and outstanding Voting Share shall be converted into one Variable Voting Share, automatically and without any further act of Postmedia or the holder, if such Voting Share becomes held or beneficially owned or controlled, directly or indirectly, otherwise than by way of security only, by one or more Non-Canadians. In addition to such automatic conversion feature, a holder of Voting Shares shall have the option at any time to convert some or all of such Shares into Variable Voting Shares on a one-for-one basis and to convert those Shares back to Voting Shares on a one-for-one basis.

In the event that an offer is made to purchase Voting Shares or Variable Voting Shares and the offer is one which must, pursuant to applicable securities legislation or the rules of a stock exchange on which the Shares are then listed, be made to all or substantially all of the holders of the Shares of such class, and a concurrent offer at an equal price and with identical terms (subject to certain exceptions) is not made to purchase the Shares of such other class, each Variable Voting Share or Voting Share, as the case may be, shall become convertible at the option of the holder into one Share of the other class that shall be subject to the offer at any time while the offer is in effect. The conversion right may only be exercised in respect of Shares for the purpose of depositing the resulting Shares in response to the offer and a Canadian trustee designated by Postmedia shall deposit the resulting Shares on behalf of the participating Shareholder.

If the Shares resulting from the conversion, and deposited pursuant to the offer, are withdrawn from the offer or are not taken up by the offeror or if the offer is abandoned or withdrawn, the Shares resulting from the conversion shall be reconverted back into the original class automatically and without further act from Postmedia or the holder.

Quorum and Principal Holders

The presence of at least two people holding or representing by proxy at least 10% of the total number of issued and outstanding Shares for the time being enjoying voting rights at such meeting is necessary for a quorum at the Meeting.

As at January 8, 2025, 286,847 Voting Shares and 98,756,354 Variable Voting Shares were issued and outstanding. To the knowledge of the Board of Directors and executive officers of Postmedia, no person owns, directly or indirectly, or exercises control or direction over, voting securities of Postmedia carrying more than 10% of the voting rights attached to any class of our voting securities as at January 8, 2025, except as set forth below:

(a) Gillian Akai holds 110,965 Voting Shares representing 38.68% of the outstanding Voting Shares and approximately 19.38% of the outstanding voting rights attached to all outstanding Shares;

(b) Andrew MacLeod holds 110,965 Voting Shares representing 38.68% of the outstanding Voting Shares and approximately 19.38% of the outstanding voting rights attached to all outstanding Shares;

(c) Chatham Asset Management, LLC ("Chatham LLC") and certain investment funds or accounts for which Chatham LLC or its affiliates acts as investment advisor, sub-advisor or manager (collectively, "Chatham") collectively hold 62,331,849 Variable Voting Shares representing 63.12% of the outstanding Variable Voting Shares and approximately 31.50% of the outstanding voting rights attached to all outstanding Shares;

(d) Allianz Income and Growth Fund holds 16,759,308 Variable Voting Shares representing 16.97% of the outstanding Variable Voting Shares and approximately 8.47% of the outstanding voting rights attached to all outstanding Shares; and

(e) Omega Capital Partners, LP holds 13,114,800 Variable Voting Shares representing 13.28% of the outstanding Variable Voting Shares and approximately 6.63% of the outstanding voting rights attached to all outstanding Shares.

MATTERS TO BE ACTED UPON AT THE MEETING

FINANCIAL STATEMENTS

The annual report, which includes the audited consolidated financial statements of the Company for the years ended August 31, 2024 and 2023, accompanying this Circular will be placed before the Shareholders at the Meeting. No formal action will be taken at the Meeting to approve the audited consolidated financial statements. If any Shareholder has questions regarding such audited consolidated financial statements, such questions may be brought forward at the Meeting.

RE-APPOINTMENT OF AUDITOR

PricewaterhouseCoopers LLP is the auditor of Postmedia and was first appointed as our auditor in fiscal 2010. Unless authority to do so is withheld, the persons named in the accompanying form of proxy intend to vote for the re-appointment of PricewaterhouseCoopers LLP as our auditor until the close of our next annual meeting of Shareholders and the authorization of the Board of Directors to fix the remuneration of the auditor.

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR AUDITOR FOR THE YEAR ENDING AUGUST 31, 2025 AND THE AUTHORIZATION OF THE BOARD OF DIRECTORS TO FIX THE AUDITOR'S REMUNERATION.

ELECTION OF DIRECTORS

Pursuant to its constating documents, Postmedia is required to have a minimum of three directors and a maximum of 15 directors. Postmedia currently has seven directors, including Mr. Gasparro who will not be seeking re-election at the Meeting. In the event that all nominees are elected at the Meeting, Postmedia will have six directors.

The election of directors at the Meeting is governed by majority voting requirements under the CBCA, and the CBCA Regulations, which came into force on August 31, 2022. These requirements are such that in an uncontested election of directors, such as the election of directors to take place at the Meeting, a nominee must receive a majority of the total votes cast "for" and "against" such nominee in favour of their election in order to be elected as a director (as opposed to "for" or "withhold" as was the case previously). If a nominee does not receive a majority of votes cast by Shareholders in favour of their election, they will not be elected and the director position will remain open, except that an incumbent director (which comprise all of the Company's nominees for the Meeting) will be permitted to remain in office until the earlier of: (a) the 90th day after the day of the election; or (b) the day on which their successor is appointed or elected. These statutory majority voting requirements only apply to uncontested elections of directors, meaning elections where the number of director nominees is the same as the number of directors to be elected to the Board of Directors (such as the election of directors to take place at the Meeting). Following the implementation of these amendments, the Company's existing Majority Voting Policy was rendered redundant and was revoked by the Board of Directors as of November 21, 2023.

2024 MANAGEMENT INFORMATION CIRCULAR

The following table identifies the name and city of residence of the persons proposed to be nominated for election by Shareholders as directors, their current positions with Postmedia, the date on which they first became a director of Postmedia and their principal occupations.

NAME AND RESIDENCE	POSITION HELD WITH POSTMEDIA	DIRECTOR SINCE	PRINCIPAL OCCUPATION IF DIFFERENT FROM POSITION HELD WITH POSTMEDIA
Peter Sharpe^{(1)(3)(4)}
Toronto, Ontario Canada	Chair	June 17, 2010	Corporate Director
Janet Ecker^{(1)(2)(4)}
Ajax, Ontario Canada	Director	May 16, 2017	Corporate Director
Wendy Henkelman^{(1)(2)(4)}
Canmore, Alberta Canada	Director	January 13, 2016	Corporate Director
Mary Junck^{(1)(2)(3)}
Clayton, Missouri USA	Director	October 5, 2016	Chairman of Lee Enterprises, Incorporated
Andrew MacLeod
Kitchener, Ontario Canada	Director and President and Chief Executive Officer	April 11, 2019	-
Daniel Rotstein^{(3)}
Ponte Vedra, Florida USA	Director	October 5, 2016	Executive Consultant - Human Resources, Risk Management and Administration

Notes:
(1) Independent member of the Board of Directors.
(2) Member of the Audit Committee.
(3) Member of the Compensation and Human Resources Committee.
(4) Member of the Corporate Governance and Nominating Committee.

All of the nominees are currently directors of Postmedia and have been appointed or elected for a term ending on the date of the Meeting. Each director elected at the Meeting will hold office for a term ending on the date of the next annual meeting of Shareholders, or until the election of his or her successor, unless he or she resigns or his or her office becomes vacant by reasons of his or her death, removal or other cause.

It is not expected that any of the nominees will be unable, or for any reason will become unwilling, to serve as a director but should that occur prior to the election, the persons named in the accompanying form of proxy or voting instruction form reserve the right to vote for another nominee in their discretion, unless the Shareholder has specified that his or her Shares be withheld from voting on the election of directors. For more information on our proposed nominees, see "Board of Directors – Director Biographies".

OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE NOMINEES PROPOSED FOR ELECTION.

2024 MANAGEMENT INFORMATION CIRCULAR

BOARD OF DIRECTORS

DIRECTOR BIOGRAPHIES

The following are brief profiles of persons proposed to be nominated for election by Shareholders as directors of Postmedia, including a description of each individual’s principal occupation within the past five years.

PETER SHARPE (CHAIR)

Mr. Sharpe retired as President and Chief Executive Officer of Cadillac Fairview Corporation in 2010, having served with the company for over 25 years. Mr. Sharpe is currently a director of Morguard Corporation and Chairman of the board of directors and Trustee of Clifton Blake Asset Management. Mr. Sharpe is also a past Chairman and current Trustee of the International Council of Shopping Centers.

LOCATION	Toronto, Ontario Canada	DIRECTOR SINCE	June 17, 2010	STATUS
CURRENT BOARD & COMMITTEE MEMBERSHIPS		F2024 ATTENDANCE	CURRENT PUBLIC BOARD MEMBERSHIPS
Board of Directors		7 of 7	100%	Morguard Corporation
Compensation and Human Resources Committee		3 of 3	100%
Corporate Governance and Nominating Committee(1)		3 of 3	100%
EQUITY OWNERSHIP (BENEFICIALLY OWNED, CONTROLLED OR DIRECTED)
Voting Shares	166		Options	None
Variable Voting Shares	998		RSUs	None
Total Number of Shares	1,164
Total Number of Shares, Options, and RSUs		1,164

Notes:
(1) Mr. Sharpe is the Chair of this committee.

JANET ECKER

Ms. Ecker is a Corporate Director who recently retired from the role of President and Chief Executive Officer of Toronto Financial Services Alliance, having served in the role for nearly 13 years. Ms. Ecker served as a Member of Provincial Parliament in Ontario from 1995 to 2003 and held the portfolios of Minister of Finance, Minister of Education, Minister of Community and Social Services and Government House Leader. In 2002, she was the first woman to deliver a budget in Ontario. In November 2016, Ms. Ecker was named a Member of the Order of Canada for being a leader in the financial industry.

LOCATION	Ajax, Ontario Canada	DIRECTOR SINCE	May 16, 2017	STATUS
CURRENT BOARD & COMMITTEE MEMBERSHIPS		F2024 ATTENDANCE	CURRENT PUBLIC BOARD MEMBERSHIPS
Board of Directors		7 of 7	100%	None
Audit Committee		5 of 5	100%
Corporate Governance and Nominating Committee		3 of 3	100%
EQUITY OWNERSHIP (BENEFICIALLY OWNED, CONTROLLED OR DIRECTED)
Voting Shares	None		Options	None
Variable Voting Shares	None		RSUs	None
Total Number of Shares	None
Total Number of Shares, Options, and RSUs		None

2024 MANAGEMENT INFORMATION CIRCULAR

WENDY HENKELMAN

Ms. Henkelman is a Corporate Director with extensive experience in finance including accounting, treasury, taxation, information systems, internal controls and risk management. She has held executive positions in major oil and gas companies including Vice President, Treasury and Compliance with Penn West Exploration and Country Tax Manager at Shell Canada Limited. Ms. Henkelman has chaired major pension trusts of public corporations, is the past President of the Canadian Petroleum Tax Society, is a past director of ATB Financial and is a former member of the Tax Executives Institute and the Canadian Tax Foundation. Ms. Henkelman currently sits on the board of TriSummit Utilities, where she chairs the Audit Committee.

LOCATION	Canmore, Alberta Canada	DIRECTOR SINCE	January 13, 2016	STATUS
CURRENT BOARD & COMMITTEE MEMBERSHIPS		F2024 ATTENDANCE	CURRENT PUBLIC BOARD MEMBERSHIPS
Board of Directors		7 of 7	100%	None
Audit Committee(1)		5 of 5	100%
Corporate Governance and Nominating Committee		3 of 3	100%
EQUITY OWNERSHIP (BENEFICIALLY OWNED, CONTROLLED OR DIRECTED)
Voting Shares	None		Options	None
Variable Voting Shares	None		RSUs	None
Total Number of Shares	None
Total Number of Shares, Options, and RSUs		None

Notes:
(1) Ms. Henkelman is the Chair of this committee.

MARY JUNCK

Ms. Junck is Chair of Lee Enterprises, Incorporated, a leading provider of local news, information and advertising in 74 primarily midsize markets in the United States. Ms. Junck began her career at the Charlotte Observer in 1972 as marketing research manager. She later held senior executive positions at the former Times Mirror Company, as Executive Vice President of Times Mirror and President of Times Mirror Eastern Newspapers. Ms. Junck is the retired Chair of the board of directors of the Associated Press, the world's oldest and largest newsgathering organization, and served on the board of Augustana College in Rock Island, Illinois, a private liberal arts college.

LOCATION	Clayton, Missouri USA	DIRECTOR SINCE	October 5, 2016	STATUS
CURRENT BOARD & COMMITTEE MEMBERSHIPS		F2024 ATTENDANCE	CURRENT PUBLIC BOARD MEMBERSHIPS
Board of Directors		6 of 7	85%	Lee Enterprises, Incorporated
Audit Committee		5 of 5	100%
Compensation and Human Resources Committee(1)		3 of 3	100%
EQUITY OWNERSHIP (BENEFICIALLY OWNED, CONTROLLED OR DIRECTED)
Voting Shares	None		Options	None
Variable Voting Shares	None		RSUs	None
Total Number of Shares	None
Total Number of Shares, Options, and RSUs		None

Notes:
(1) Ms. Junck is the Chair of this committee.

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2024 MANAGEMENT INFORMATION CIRCULAR

ANDREW MACLEOD

Mr. MacLeod was appointed President and Chief Executive Officer of Postmedia in January 2019 and a Director of Postmedia in April 2019, after serving as President and Chief Operating Officer since 2017, Executive Vice President and Chief Operating Officer since 2016 and Executive Vice President and Chief Commercial Officer since July 2014. Prior to that, he held a number of senior executive positions in the technology industry, serving as the Senior Vice President and Regional Managing Director of North America at BlackBerry Limited. Mr. MacLeod currently serves as Director of Waterfront Toronto, Communitech and is the Chair of Invest Ontario.

LOCATION	Kitchener, Ontario Canada	DIRECTOR SINCE	April 11, 2019		STATUS
CURRENT BOARD & COMMITTEE MEMBERSHIPS		F2024 ATTENDANCE	CURRENT PUBLIC BOARD MEMBERSHIPS
Board of Directors		7 of 7	100%	None
EQUITY OWNERSHIP (BENEFICIALLY OWNED, CONTROLLED OR DIRECTED)
Voting Shares	110,965			Options	1,130,000
Variable Voting Shares	None			RSUs	1,096,514
Total Number of Shares	None
Total Number of Shares, Options, and RSUs		2,337,479

Notes:
(1) Mr. MacLeod is not independent as a result of his position as President and Chief Executive Officer of Postmedia. For more information on director independence, see "Statement of Corporate Governance Practices – Independence".

DANIEL ROTSTEIN

Mr. Rotstein recently retired as the Assistant City Manager/Director of Human Resources/Risk Management for the City of Pembroke Pines, Florida and provides human resources, risk management, mergers and acquisitions and administrative consulting services to companies in various industries, including a360media, LLC (formerly, American Media, Inc.). Prior to that, Mr. Rotstein was the Executive Vice President, Human Resources and Administration for American Media, LLC. Mr. Rotstein also serves as the Vice Chairperson of the City of Pembroke Pines Investment Committee which oversees several hundred million dollars of city funds and pension/retirement plans. Mr. Rotstein has over 37 years of experience holding human resources management positions in the manufacturing, financial services and retail services industries and has successfully assisted organizations in all facets of human resources, risk management and administration.

LOCATION	Ponte Vedra, Florida USA	DIRECTOR SINCE	October 5, 2016	STATUS
CURRENT BOARD & COMMITTEE MEMBERSHIPS		F2024 ATTENDANCE	CURRENT PUBLIC BOARD MEMBERSHIPS
Board of Directors		7 of 7	100%	None
Compensation and Human Resources Committee		3 of 3	100%
EQUITY OWNERSHIP (BENEFICIALLY OWNED, CONTROLLED OR DIRECTED)
Voting Shares	None		Options	None
Variable Voting Shares	None		RSUs	None
Total Number of Shares	None
Total Number of Shares, Options, and RSUs		None

Notes:
(1) The Board of Directors has determined that Mr. Rotstein is not independent within the meaning of National Instrument 52-110 – Audit Committees. For more information on director independence, see "Statement of Corporate Governance Practices – Independence".

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CEASE TRADE ORDERS, BANKRUPTCIES OR PLANS OF ARRANGEMENT

Other than as described below, no director, nominee or executive officer of Postmedia is, or within ten years before the date hereof, has been a director, chief executive officer or chief financial officer of any company (including Postmedia) that:

(a) was subject to an order that was issued while the director, nominee or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or
(b) was subject to an order that was issued after the director, nominee or officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. For the purposes of the preceding sentence, "order" means: (i) a cease trade order; (ii) an order similar to a cease trade order; or (iii) an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days.

Other than as described below, to the knowledge of the Company, no director, nominee or executive officer, or Shareholder holding a sufficient number of securities to affect materially the control of Postmedia:

(a) is at the date hereof, or has been within ten years before the date hereof, a director or executive officer of any company (including Postmedia) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(b) has, or within ten years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or Shareholder.

During Postmedia's recapitalization transaction which occurred in fiscal 2017 ("Recapitalization Transaction"), Mr. Sharpe and Ms. Henkelman were directors of the Company and Mr. MacLeod and Ms. Akai were executive officers of the Company. For more information on the Recapitalization Transaction, see "General Development of the Business – History of the Corporation" in the Company's Annual Information Form dated November 26, 2019 ("2019 AIF"), which is available on SEDAR+ at www.sedarplus.ca. Upon request, the Company will promptly provide a copy of the 2019 AIF to a securityholder of the Company free of charge.

PENALTIES OR SANCTIONS

To the knowledge of the Company, other than as detailed above, no director, nominee or executive officer holding a sufficient number of securities to affect materially the control of Postmedia, has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

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STATEMENT OF EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis examines the compensation earned by the Company's: (a) President and Chief Executive Officer ("CEO"); (b) Executive Vice President and Chief Financial Officer ("CFO"); and (c) each of the three most highly compensated individuals, who served as executive officers of the Company or acted in a similar capacity, other than the CEO and CFO, for the year ended August 31, 2024 ("Fiscal 2024") (collectively with the CEO and the CFO, the "NEOs").

NAMED EXECUTIVE OFFICERS

The NEOs for Fiscal 2024 were:

Andrew MacLeod, President and Chief Executive Officer
John Bode, Executive Vice President, Chief Financial Officer and Chief Transformation Officer(1)
Gillian Akai, Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
Craig Barnard, Senior Vice President, Print Operations and Parcel Services
Pete DeGroot, Senior Vice President, Business Technology and Chief Information Officer
Mary Anne Lavallee, formerly, Executive Vice President, Chief Financial Officer and Chief Transformation Officer(1)

Notes:

(1) Mr. Bode was appointed as Executive Vice President, Chief Financial Officer and Chief Transformation Officer of the Company on October 6, 2023, following the resignation of Ms. Lavallee from such roles.

COMPENSATION GOVERNANCE

Role of the Compensation and Human Resources Committee

The current members of the Compensation and Human Resources Committee are Ms. Junck (Chair) and Messrs. Gasparro, Rotstein and Sharpe, with Ms. Junck and Messrs. Gasparro and Sharpe being determined independent. Mr. Gasparro will not seek re-election at the Meeting and will be stepping down as director of the Board of Directors and member of the Compensation and Human Resources Committee. The Board of Directors has determined that Mr. Rotstein is not an independent director within the meaning of National Instrument 52-110 – Audit Committees. For more information on director independence, see "Statement of Corporate Governance Practices – Independence".

Members of the Compensation and Human Resources Committee have gained relevant skills and experience with respect to their responsibilities for executive compensation through holding a variety of senior executive management roles, including, for certain members, as chief executive officer of a business with the Human Resources and Finance functions reporting directly to them. In connection with their past roles, Compensation and Human Resources Committee members have managed and implemented a variety of compensation policies and programs. The Compensation and Human Resources Committee regularly reports to the Board of Directors in carrying out its responsibilities and duties relating to compensation matters of the Company. The Compensation and Human Resources Committee regularly holds in-camera sessions exclusive of management, executive directors and non-independent directors and periodically consults with independent advisors in respect of compensation matters. For more information about the Company's independent advisor, see "Statement of Executive Compensation – Role of the Independent Advisor".

The Compensation and Human Resources Committee, through meetings, presentations, and reports, understands the key drivers and issues affecting the Company and regularly meets with senior management.

Consistent with the Compensation and Human Resources Committee's charter and based on input from management and the Compensation and Human Resources Committee's independent advisor, Hexarem Inc. ("Hexarem"), as required, the Compensation and Human Resources Committee reviews executive compensation and awards for each of the NEOs. As part of the executive compensation review, the Compensation and Human Resources Committee makes recommendations to the Board of Directors on compensation levels and incentive plan awards for each of the NEOs based on the guiding principles described below, with particular reference to performance measures.

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The following outlines the principal responsibilities of the Compensation and Human Resources Committee with respect to compensation matters:

reviews and assesses the adequacy of the position description for the CEO and recommends to the Board of Directors any improvements to the position description that the Compensation and Human Resources Committee determines to be appropriate;
reviews and makes recommendations to the Board of Directors in consultation with the CEO, at least annually, with respect to the long-term goals and objectives of the Company which are relevant to the CEO's compensation, evaluates the CEO's performance in light of those goals and objectives, determines and recommends to the independent directors, for approval, the CEO's compensation based on that evaluation, and reports to the Board of Directors thereon. In determining the CEO's compensation, the Compensation and Human Resources Committee considers the Company's performance, the value of similar incentive awards to chief executive officers and presidents at comparable companies, the CEO's existing employment contract and the awards given to the CEO in past years, with a view to maintaining a compensation program for the CEO at a competitive level, consistent with the best interests of the Company;
reviews and makes recommendations to the Board of Directors at least annually (and upon appointment), in consultation with the CEO, the compensation of those members of senior management at the executive vice president level that report directly to the CEO (including incentive-compensation plans, equity-based plans, the terms of any employment agreements, severance arrangements, and change in control arrangements or provisions, and any special or supplemental benefits), with a view to maintaining a compensation program for senior management at a fair and competitive level, consistent with the best interests of the Company;
reviews all executive compensation packages with annual cash compensation in excess of $300,000;
reviews and makes recommendations to the Board of Directors on the incentive compensation program design and efficacy (including short-term and long-term incentive plans), and equity-based compensation programs for the Company's Board of Directors, officers and employees;
reviews and makes recommendations to the Board of Directors on awards to employees of stock or stock options or other awards pursuant to any of the Company's equity-based plans and exercises such other power and authority as may be permitted or required under those plans;
reviews the financial implications of the Company's senior compensation plans, including post-retirement benefits and supplemental employee retirement plan and funding thereof, if any;
reviews the potential results of the Company's senior compensation programs under a wide variety of scenarios to ensure that the Compensation and Human Resources Committee has an understanding of the linkage between Shareholder interests and senior management payouts;
reviews and approves annually, as required in cooperation with senior management, any adjustments and guidelines made in respect of the Company's compensation plans which are of strategic significance to the Company;
reviews and makes recommendations to the Board of Directors at least annually with respect to compensation of the Board of Directors, the chair of the Board of Directors and those acting as committee chairs to, among other things, ensure their compensation appropriately reflects the responsibilities they are assuming;
reviews and, as required, makes recommendations to the Board of Directors in cooperation with the Company's senior management with respect to the human resources policies and programs which are of strategic significance to the Company;
reviews all executive compensation disclosure prior to public disclosure by the Company; and
reviews and makes recommendations during periodic reviews with the Board of Directors with respect to the succession plans relating to the position of the CEO and other senior positions with respect to the selection of individuals to occupy these positions.

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Risk Mitigation

The Compensation and Human Resources Committee is aware that compensation programs, policies and practices should not encourage senior executives to take excessive and unnecessary risks, and monitors this on an ongoing basis by reviewing such programs, policies and practices to ensure that executives do not make short-term decisions that could be detrimental to long-term Shareholder returns.

The following measures are used to impose appropriate safeguards to avoid excessive or inappropriate risk-taking:

the Compensation and Human Resources Committee reviews the performance-based compensation for senior executives and in doing so, reviews the compensation mix of base salary, short-term and long-term incentives;
the Company promotes acceptable risk taking through the use of performance targets for its short-term incentive plan which has predefined payout thresholds and maximums for senior management subject to certain discretion of the Board of Directors and is not paid out until the Audit Committee and Board of Directors have approved the Company's financial results;
risk is mitigated through the granting of long-term incentives such as RSUs (as defined below) and cash awards that have multi-year vesting provisions;
long-term incentives reward executives for taking a balanced focus on long-term performance and the achievement of long-term goals over a three to ten-year period; and
to ensure that risk and pay-for-performance are aligned, Postmedia has adopted an Executive Clawback Policy that applies to the CEO, the CFO and other individuals in the Board of Directors' discretion (collectively, "Covered Individuals"). This policy provides for a claw back of short-term and long-term incentive plan awards granted to, vested or earned by Covered Individuals in respect of the most recently completed two fiscal years should financial restatements occur that are due to misconduct.

The Compensation and Human Resources Committee is satisfied that current programs, policies and practices, combined with the broader risk oversight program of the Company, promote acceptable risk taking with appropriate and reasonable incentive compensation and has not identified any risks with such programs, policies and practices that are reasonably likely to have a material adverse effect on the Company.

Hedging Policy

The Company has a policy of prohibiting its employees from purchasing financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars, or units of exchange traded funds, that are designed to hedge or offset a decrease in market value of securities of Postmedia held, directly or indirectly, by such employees, including equity securities granted as compensation. Such policy is contained in the Company's Timely Disclosure, Confidentiality and Insider Trading Policy.

Role of the Independent Advisor

In August 2020, the Compensation and Human Resources Committee engaged Hexarem to act as its independent advisor to provide advice and guidance on compensation matters (the "Independent Advisor"). The Independent Advisor provides no other services to Postmedia. All work undertaken by the Independent Advisor is pre-approved by the chair of the Compensation and Human Resources Committee. The Independent Advisor is directly retained and ultimately instructed by, and reports to, the Compensation and Human Resources Committee. The decisions made by the Compensation and Human Resources Committee are the responsibility of the Compensation and Human Resources Committee and may reflect other factors and considerations in addition to the information and recommendations from the Independent Advisor.

The following table sets forth the fees paid in aggregate to Hexarem in the years ended August 31, 2024 and 2023 pertaining to professional consulting services. Such services included analysis and support in respect of NEO benchmarking, director compensation, long-term incentive plan design and assessment of the equity plan reserve:

YEAR	EXECUTIVE COMPENSATION RELATED FEES ($)	ALL OTHER FEES ($)
Fiscal 2024	5,186	-
Fiscal 2023	4,933	-

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Executive Compensation Guiding Principles

The newsmedia industry continues to undergo rapid transformation and restructuring and Postmedia has been actively transforming its business in response. The Company's compensation programs must be able to adapt to the changing market environment and continue to be aligned with business results and market practices.

Within the context of total rewards, the Company seeks to maintain an incentive structure that is attractive to new talent, particularly in the digital and sales areas, while at the same time managing costs and offering equity-based compensation that does not require large cash outlays, wherever possible. Accountability for compensation program design and administration of such programs is held by appropriate internal stakeholders and overseen by the Compensation and Human Resources Committee with input from external consultants.

The Company's approach to compensation for all employees, including the NEOs, is guided by the following principles:

rewarding our people when meaningful results that support the Company's strategic goals and shareholder interests are achieved while taking into account financial cost of supporting compensation programs;
attracting and retaining the best talent that will transform the Company's business through programs that reflect its values and consider, but are not dictated by, market practice;
managing the costs of incentive programs while maintaining their purpose and benefits;
ensuring an appropriate mix of short, medium and long-term performance-focused compensation to balance short-term risk taking with longer term objectives;
keeping programs simple to communicate in order to promote understanding by employees and transparency with Shareholders;
ensuring sufficient flexibility to be able to react to changing market conditions; and
ensuring good governance by developing compensation programs that do not encourage excessive risk taking.

COMPETITIVE BENCHMARKING

The Compensation and Human Resources Committee traditionally undertakes competitive benchmarking on a bi-annual basis. The Compensation and Human Resources Committee suspended the bi-annual competitive benchmarking and will consider in future years.

In June 2019, the Compensation and Human Resources Committee requested that its then current independent advisor, Hugessen Consulting Inc., assist with reviewing the competitiveness of the compensation levels for the NEOs, using a comparator peer group of publicly listed companies. The comparator peer group of companies was selected using the following four screening criteria:

COMPARATOR PEER GROUP CRITERIA
Primary Listing	Toronto Stock Exchange
Geographic Location	Headquartered in Canada
Industry Classification	Media
Size/Financial Criteria	Last Twelve Months Revenue: $150 million to $1.7 billion or approximately one third to three times the size of Postmedia.
Secondary considerations given to Total Enterprise Value to ensure no potential peers fell too far outside of Postmedia’s valuation range.

Our compensation peer group, which was last reviewed in June 2019, includes the following companies:

Aimia Inc.
Cineplex Inc.
Corus Entertainment Inc.
WildBrain Ltd. (formerly, DHX Media Ltd.)
Torstar Corporation (formerly listed on the TSX)
TVA Group Inc., a division of Quebecor Media Inc.
Yellow Pages Limited

HOW POSTMEDIA MAKES EXECUTIVE COMPENSATION DECISIONS

The Board of Directors reviews and/or approves each element of executive compensation as it pertains to base salaries, annual short-term incentives and long-term incentive compensation of NEOs, based on recommendations made by the Compensation and Human Resources Committee. The Board of Directors also approves targets and objectives relevant to the compensation of the NEOs.

EXECUTIVE COMPENSATION COMPONENTS AND THEIR OBJECTIVES

Postmedia’s executive compensation program is comprised of the following compensation components:

base salary;
annual short-term incentives (annual bonuses);
long-term incentives, which include RSUs and cash awards that have multi-year vesting provisions (“Cash LTIP”), and which previously included Options;
benefits and perquisites; and
pension.

The primary objective of the Company’s executive compensation program is to attract and motivate key executives to carry out business strategies that are aligned with the creation of Shareholder value. The level of compensation paid to each NEO is based on the executive’s qualifications, experience, responsibility and performance.

Salary

Base salary remunerates executives for discharging job requirements. Each NEO’s base salary represents a fixed level of cash compensation and it is reviewed annually by the Compensation and Human Resources Committee and the Board of Directors. Any amendment to executive remuneration is also reviewed by the Compensation and Human Resources Committee for recommendation to the Board of Directors for approval. The goal is to ensure that each NEO is paid competitively, taking into consideration the requirements of the position, the executive’s performance, knowledge, skills, experience and equity with other executives within Postmedia and compared to the external market for competitiveness. The Company’s general policy is to target base salary for the NEOs at no higher than the median level of the market sample, while also taking into consideration external market conditions and organizational and individual performance. For more information, see “Statement of Executive Compensation - Competitive Benchmarking”.

Annual Short-Term Incentive Plan

The annual short-term incentive plan (“STIP”) represents variable cash compensation for NEOs and other eligible employees. Short-term incentive measures and targets for the NEOs are set based on competitive market practices and intended to incent maximum performance and achieve the Company’s goals. The Compensation and Human Resources Committee recommends for approval by the Board of Directors the STIP design, performance measures, weightings and targets for each fiscal year.

In designing the STIP, the goal is to align the payouts with the business strategy and to motivate plan participants to achieve defined goals. The Compensation and Human Resources Committee sets the performance targets for the STIP based on the Company’s organizational strategic plan and budget. Targets reflect the challenges facing the newsmedia industry and take into account newsmedia industry trends.

For Fiscal 2024, Mr. MacLeod was eligible for a STIP payout at 100% of base salary at target, Ms. Akai was eligible for a STIP payout of 75% of base salary and Messrs. Barnard and DeGroot were eligible for a STIP payout of 50% of base salary at target. Ms. Lavallee resigned prior to evaluation of the STIP for Fiscal 2024 and therefore, was not eligible for a STIP

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payout for Fiscal 2024. Mr. Bode does not participate in the STIP, however, Mr. Bode's consulting agreement provides him with an annual cash incentive target opportunity of 75% of annualized consulting fees based on full achievement of conditions and terms as fixed by the Board of Directors.

The STIP design for Fiscal 2024 provides for a payout of 100% when a combination of EBITDA (as defined below) performance target of $28.1 million and additional results in key revenue streams are met, subject to adjustment based on the Board of Directors. For the purpose of the STIP, "EBITDA" is defined as consolidated operating income before depreciation, amortization, impairment and restructuring adjusted for certain items, such as non-cash items and/or non-recurring items. The STIP payout linearly increases or decreases by a fixed amount with each percentage of the EBITDA performance target achieved to a maximum of 150% of target payout when EBITDA performance reaches 140% of the target. The design is consistently applied to the CEO and other NEOs.

Postmedia's EBITDA and revenue achieved for Fiscal 2024 were less than target, resulting in no payout. After review of the STIP results, the Board of Directors determined that there were no additional variables which would require adjustment to the EBITDA calculation for Fiscal 2024 and corresponding STIP payout. None of the NEOs therefore received a payout under the Fiscal 2024 STIP.

The following table sets forth the short-term incentive award targets and the payout achievement of these targets in Fiscal 2024 for the NEOs of the Company:

PARTICIPANT NAME	FISCAL 2024 TARGET PAYOUT (as a % of base salary)	FISCAL 2024 TARGET PAYOUT ($)	FISCAL 2024 ACTUAL PAYOUT ($)
Andrew MacLeod	100%	1,100,000	-
John Bode(1)	75%	337,500(2)	-
Gillian Akai	75%	337,500	-
Craig Barnard	50%	150,000	-
Pete DeGroot	50%	150,000	-
Mary Anne Lavallee(1)	75%	337,500	-

Notes:
(1) Mr. Bode was appointed as Executive Vice President, Chief Financial Officer and Chief Transformation Officer of the Company on October 6, 2023, following the resignation of Ms. Lavallee from such roles. Mr. Bode was a director of the Company until his appointment as Executive Vice President, Chief Financial Officer and Chief Transformation Officer, at which time he resigned as director of the Board of Directors and member of the Corporate Governance and Nominating Committee.
(2) Mr. Bode earns a consulting fee pursuant to a consulting agreement dated September 12, 2023, between Postmedia and Aerie Investments, LLC. which provides him with an annual cash incentive target opportunity of 75% of annualized consulting fees based on full achievement of conditions and terms as fixed by the Board of Directors. For more information on Mr. Bode's consulting agreement, see "Employment and Consulting Agreements".

Long-Term Incentive Plans

The Company employs a RSU Plan (as defined below) and a Cash Plan (as defined below) as part of its long-term incentive programs, which are intended to, among other things, attract, motivate and retain certain senior employees and align their interests with the interests of Shareholders. The Company's long-term incentive programs are designed to reward performance over a multi-year period and are provided to senior leaders in value driven roles and key contributors who are critical to the organization's future. The Company previously employed an Option Plan (as defined below) as part of its long-term incentive programs and, while the Company is not currently issuing Options under such Options Plan, it remains active for those employees who previously received grants under such plan. For more information on our Option Plan, RSU Plan and Cash Plan, see "Statement of Executive Compensation – Incentive Plans".

The Compensation and Human Resources Committee may consider establishing conditions in connection with future grants of Options, RSUs or Cash LTIP. The Compensation and Human Resources Committee recommends to the Board of Directors the long-term incentive plan design as well as the awards to be granted to the NEOs.

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In fiscal 2020, the Company instituted a long-term incentive plan framework ("LTIP") for the NEOs and other members of senior management, which provided for an RSU component, and a performance based deferred Cash LTIP component, in each case representing a certain percentage based on level of seniority.

During Fiscal 2024, the Company did not approve or issue any Options. However, the Company approved the issuance of RSUs to the NEOs, which RSUs were priced and granted in compliance with the Company's Timely Disclosure, Confidentiality and Insider Trading Policy. When considering grants to be made to the NEOs, the Compensation and Human Resources Committee considers: (a) the value of each NEO's contribution to Postmedia's success; and (b) past grants made to the NEOs. Pursuant to the terms of the LTIP, RSUs vest in equal parts on each of the first, second and third anniversaries of the grant date or approval date, as applicable, and expire six years following the grant date or approval date, as applicable.

Pursuant to the terms of the LTIP, the available Cash LTIP component in respect of services provided in a given fiscal year is awarded and accrued in equal parts over a three-year period, subject to achievement of pre-determined performance criteria in each of the three years, and is only accrued to LTIP participants who remained employed at the accrual date and only payable at the end of each of the full three-year terms (unless such payment is otherwise accelerated pursuant to the terms of the LTIP.

The performance criteria for the Cash LTIP for each of fiscal 2022, fiscal 2023 and Fiscal 2024 is the same EBITDA target applicable to STIP. In Fiscal 2024, the Company did not achieve the same EBITDA target applicable to the STIP, therefore none of the first tranche of the Cash LTIP in respect of Fiscal 2024, the second tranche of the Cash LTIP in respect of fiscal 2023 or the third tranche of the Cash LTIP in respect of fiscal 2022 were awarded. The second and third tranches of the Cash LTIP in respect of Fiscal 2024 will be evaluated against performance targets set out in fiscal 2025 and 2026, respectively and the third tranche of the Cash LTIP in respect of fiscal 2023 will be evaluated against performance targets set out in fiscal 2025. A time-based and discretionary component of the CEO Cash LTIP was awarded in Fiscal 2024 pursuant to the CEO's employment agreement in the amount of $427,968. The payout of the fiscal 2022 Cash LTIP for the other NEOs, as applicable, were paid out in Fiscal 2024 and are reflected in the Statement of Executive Compensation - Summary Compensation Table.

Benefits and Perquisites

Although not considered a primary element of the compensation program, the Company provides a package of benefits and perquisites for the NEOs. The benefits program includes health, dental, life insurance, short-term and long-term disability coverage. Perquisites provided to the NEOs may consist of parking and club memberships, with a car lease and a housing allowance available to the CEO. The level of benefits and perquisites are determined based on guidelines that have been established under an executive compensation total rewards framework.

Pension Plans

The Company participates in the Colleges of Applied Arts & Technology ("CAAT") pension plan ("CAAT Pension Plan"), a multi-employer defined benefit plan, with a fixed contribution rate for members, matched dollar for dollar by employers. For the participating NEOs, contributions for a portion of Fiscal 2024 were 3% of pensionable earnings, thereafter, increasing to 4% of pensionable earnings pursuant to the plan provisions of the CAAT Pension Plan. The base pension benefit is determined by multiplying the employer and employee contributions by an annual pension factor (currently 8.5%) and applying an average industrial wage enhancement based on the year over year percentage increase in Canada's Average Industrial Wage (AIW) index. This enhancement is conditional on the funded position of the CAAT Pension Plan. In addition, the CAAT Pension Plan provides conditional inflation protection once pension payments have commenced. For more information on contributions related to the NEOs by the Company to the CAAT Pension Plan, see "Statement of Executive Compensation - Summary Compensation Table – All Other Compensation".

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The following table outlines the benefit obligations for the NEOs based on the current valuation from CAAT.

NAME	NUMBER OF YEARS OF CREDITED SERVICE (#)	ANNUAL BENEFITS PAYABLE ($)		OPENING PRESENT VALUE OF DEFINED BENEFIT OBLIGATION ($)	COMPENSATORY CHANGE ($)	NON-COMPENSATORY CHANGE ($)	CLOSING PRESENT VALUE OF DEFINED BENEFIT OBLIGATION ($)
		At year end	At age 65
Andrew MacLeod	4.50	2,943	10,789	108,179	32,744	-	140,923
John Bode	-	-	-	-	-	-	-
Gillian Akai	10.09	10,105	27,723	203,264	19,384	-	222,647
Craig Barnard	26.75	74,637	74,636	1,076,371	(14,009)	-	1,062,362
Pete DeGroot	23.08	46,171	63,523	660,634	21,048	-	681,682
Mary Anne Lavallee	4.50	1,639	10,102	73,334	11,463	-	84,797

Prior to the Company's participation in the CAAT Pension Plan, Postmedia had a defined contribution plan ("DC Plan") and six defined benefit pension plans (the "DB Plans"). On January 29, 2019, the Company entered into an agreement with the CAAT Pension Plan to merge the DB Plans with the CAAT Pension Plan. Effective July 1, 2019, the Company received approval from DB Plan members and the Company became a participating employer under the CAAT Pension Plan and all members of the DB Plans, as well as members of the DC Plan began accruing benefits under the DBplus provisions of the CAAT Pension Plan. On October 8, 2020, the Company received consent from the Financial Services Regulatory Authority of Ontario to transfer the DB Plans assets to the CAAT Pension Plan which was completed on November 9, 2020 at which time the CAAT Pension Plan assumed the defined benefit obligations of the DB Plans. On July 26, 2021 the Company received consent from the Financial Services Regulatory Authority of Ontario to wind up the DC plan and distribute balances to its members. The DB Plans and the DC Plan (collectively, the "Pension Plans") are now permanently closed. Postmedia does not offer a supplemental executive retirement plan.

Messrs. MacLeod, Barnard and DeGroot and Ms. Akai currently participate in the CAAT Pension Plan and prior to that participated in the DC Plan. Pursuant to Mr. Bode's consulting arrangement, he does not participate in any of Postmedia's pension plans. Ms. Akai participated in a DB Plan until August 31, 2017, at which time that DB Plan was closed to non-union employees. Upon completion of the CAAT merger, the DB Plan obligation of $179,300 related to Ms. Akai was assumed by the CAAT Pension Plan.

The CAAT Pension Plan has a normal retirement date at age 65 and early retirement eligibility at age 50. The CAAT Pension Plan has a reduction formula for early retirement that reduces up to 5% for each year the member is away from the age of 65, this reduction or early start adjustment is currently set at 3% per year. The CAAT Pension Plan has no allowances for either an early unreduced pension or any type of bridge benefit or special allowance.

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SUMMARY COMPENSATION TABLE

The following table summarizes the annual compensation provided for services rendered to Postmedia by its NEOs for Fiscal 2024, 2023 and 2022:

NAME AND PRINCIPAL POSITION	FISCAL YEAR	SALARY ($)	SHARE-BASED AWARDS(1) ($)	OPTION-BASED AWARDS(1) ($)	NON-EQUITY INCENTIVE PLAN COMPENSATION ($)		PENSION VALUE(3) ($)	ALL OTHER COMPENSATION(4) ($)	TOTAL COMPENSATION ($)
					ANNUAL SHORT-TERM INCENTIVE PLANS(3)	LONG-TERM INCENTIVE PLANS
Andrew MacLeod(5)	2024	1,100,000	187,500(6)	-	-	427,968(7)	-	170,000(8)	1,885,468
President and Chief Executive Officer	2023	1,100,000	228,250(9)	-	-	303,657(10)	-	-	1,631,907
	2022	1,066,667	228,250(11)	-	-	150,813(12)	-	-	1,445,730
John Bode(13)	2024	446,600	-	-	-	-(7)	-	-	446,600
Executive Vice President, Chief Financial Officer and Chief Transformation Officer	2023	-	-	-	-	-(10)	-	108,300(14)	108,300
	2022	-	-	-	-	-(12)	-	108,300(14)	108,300
Gillian Akai	2024	450,000	90,000(6)	-	-	-(7)	-	305,000(15)	845,000
Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary	2023	450,000	90,000(9)	-	-	-(10)	-	-	540,000
	2022	450,000	90,000(11)	-	-	-(12)	-	-	540,000
Craig Barnard	2024	300,000	70,000(6)	-	-	-(7)	-	125,000(16)	495,000
Senior Vice President, Print Operations and Parcel Services	2023	300,000	70,000(9)	-	-	-(10)	-	-	370,000
	2022	300,000	70,000(11)	-	-	-(12)	-	-	370,000
Pete DeGroot	2024	300,000	70,000(6)	-	-	-(7)	-	125,000(16)	495,000
Senior Vice President, Business Technology and Chief Information Officer	2023	300,000	70,000(9)	-	-	-(10)	-	-	370,000
	2022	300,000	70,000(11)	-	-	-(12)	-	-	370,000
Mary Anne Lavallee(12)	2024	46,154	-	-	-	-(7)	-	-	46,154
former Executive Vice President, Chief Financial Officer and Chief Transformation Officer	2023	450,000	90,000(9)	-	-	-(10)	-	75,000(17)	615,000
	2022	450,000	90,000(11)	-	-	-(12)	-	75,000(17)	615,000

Notes:

(1) The compensation value represents the estimated value of the RSUs granted during the applicable fiscal periods as determined based on the volume-weighted average closing share price for five trading days prior to issuance and the Black-Scholes option pricing model, respectively, both acceptable methodologies under International Financial Reporting Standards. Share-based awards only represent an estimated value of the RSUs granted and do not represent cash received by the NEOs. Accordingly, the compensation value does not represent the true cash compensation earned by the NEOs.
(2) The STIP compensation relates to the fiscal year in which it was earned and is normally paid in the following fiscal year. During Fiscal 2024, the Company did not achieve the same EBITDA target applicable to the STIP, therefore there was no payout under the STIP. For more information on the Fiscal 2024 STIP, see "Statement of Executive Compensation – Annual Short-Term Incentive Plan".
(3) For more information, see the "Statement of Executive Compensation - Pension Plans".
(4) The value of benefits and perquisites for the NEOs do not exceed either $50,000 or 10% of the NEO's annual salary and are therefore not included in "All Other Compensation".
(5) Mr. MacLeod did not receive any compensation for serving as director of the Company.
(6) During Fiscal 2024, Messrs. MacLeod, Barnard and DeGroot and Ms. Akai were granted 137,868, 51,471, 51,471 and 66,177 RSUs, respectively, in respect of Fiscal 2024. The RSUs had a grant date fair market value of $1.36 which was calculated using the volume-weighted average closing share price for five trading days in which Shares actually traded preceding the grant date of November 28, 2023.
(7) In Fiscal 2024, the Company did not achieve the same EBITDA target applicable to the Cash LTIP, therefore none of the first tranche of a Cash LTIP in respect of Fiscal 2024, the second tranche of a Cash LTIP in respect of fiscal 2023 or the third tranche of a Cash LTIP in respect of fiscal 2022 were

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awarded. A time-based component of the CEO Cash LTIP was awarded in respect of Fiscal 2024 pursuant to the CEO's employment agreement in the amount of $171,188 and a discretionary component in the amount of $256,781 of the CEO Cash LTIP was awarded in respect of Fiscal 2024. The aggregate award of $427,968 represents $142,656 for the first tranche of the Cash LTIP in respect of Fiscal 2024, $142,656 for the second tranche of the Cash LTIP in respect of fiscal 2023 and $142,656 for the third tranche of the Cash LTIP in respect of fiscal 2022.

(8) This amount represents a discretionary bonus in recognition of exceptional efforts regarding refinancing initiatives.

(9) During the year ended August 31, 2023, Messrs. MacLeod, Barnard and DeGroot and Mmes. Akai and Lavallee were granted 155,271, 47,619, 47,619, 61,224 and 61,224 RSUs, respectively, for fiscal 2023. The RSUs had a grant date fair market value of $1.47, which was calculated using the volume-weighted average closing share price for five trading days in which Shares actually traded preceding the grant date of November 17, 2022.

(10) In fiscal 2023, the Company did not achieve the same EBITDA target applicable to the Cash LTIP, therefore none of the first tranche of a Cash LTIP in respect of fiscal 2023, the second tranche of a Cash LTIP in respect of fiscal 2022 or the third tranche of a Cash LTIP in respect of fiscal 2021 were awarded. A time-based component of the CEO Cash LTIP was awarded in respect of fiscal 2023 pursuant to the CEO's employment agreement in the amount of $161,000 and a discretionary component in the amount of $142,656 of the CEO Cash LTIP was awarded in respect of fiscal 2023. The aggregate award of $303,657 represents $57,063 for the first tranche of the Cash LTIP in respect of fiscal 2023, $142,656 for the second tranche of the Cash LTIP in respect of fiscal 2022 and $103,938 for the third tranche of the Cash LTIP in respect of fiscal 2021.

(11) During the year ended August 31, 2022, Messrs. MacLeod, Barnard and DeGroot and Mmes. Akai and Lavallee were granted 120,768, 37,038, 37,038, 47,620 and 47,620 RSUs, respectively, for fiscal 2022. The RSUs had a grant date fair market value of $1.89, which was calculated using the volume-weighted average closing share price for five trading days in which Shares actually traded preceding the grant date of August 17, 2022.

(12) In fiscal 2022, the Company did not achieve the same EBITDA target applicable to the Cash LTIP, therefore none of the first tranche of a Cash LTIP in respect of fiscal 2022, the second tranche of a Cash LTIP in respect of fiscal 2021 or the third tranche of a Cash LTIP in respect of fiscal 2020 were awarded. A time-based component of the CEO Cash LTIP was awarded in respect of fiscal 2022 pursuant to the CEO's employment agreement in the amount of $150,813.

(13) Mr. Bode was appointed as Executive Vice President, Chief Financial Officer and Chief Transformation Officer of the Company on October 6, 2023, following the resignation of Ms. Lavallee from such roles. Mr. Bode earns a consulting fee pursuant to a consulting agreement dated September 12, 2023 between Postmedia and Aerie Investments, LLC. For more information on Mr. Bode's consulting agreement, see "Employment and Consulting Agreements".

(14) Mr. Bode was appointed as Executive Vice President, Chief Financial Officer and Chief Transformation Officer of the Company on October 6, 2023, at which time he resigned as a director of the Board of Directors and as member of the Corporate Governance and Nominating Committee. This amount represents annual compensation payable to him for his services as director for each of fiscal 2023 and fiscal 2022.

(15) This amount represents a discretionary bonus of: (a) $60,000 in recognition of exceptional efforts regarding refinancing initiatives; and (b) $245,000 in recognition of exceptional efforts regarding key transformation initiatives.

(16) This amount represents a discretionary bonus of: (a) $100,000 in recognition of exceptional efforts regarding key transformation initiatives; and (b) $25,000 in recognition of exceptional efforts regarding key integration of assets acquired pursuant to the SaltWire Network asset purchase transaction.

(17) This amount represents compensation for fiscal 2023 and fiscal 2022 of $75,000 in recognition of exceptional effort relating to special projects.

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PERFORMANCE GRAPH

The graph set out below illustrates the cumulative total return over the period from August 31, 2019 to August 31, 2024, of a $100 investment in the Voting Shares and Variable Voting Shares as compared to the S&P/TSX Composite Index. The year-end values of each investment are based solely on the change in the underlying Share price as no dividends were paid. The calculations exclude brokerage fees and any applicable taxes. The following graph shows the total Shareholder returns from each investment that may be calculated from the applicable year-end investment values shown below the graph.

Notes:
The data points in the performance graph above reflect the investment of $100 on August 31, 2019 and the investment's performance for the years ending August 31, 2020, 2021, 2022, 2023 and 2024.

PAY FOR PERFORMANCE

The Company evaluates and considers the compensation of the NEOs with a pay for performance perspective. A portion of the NEOs' aggregate compensation as shown in "Statement of Executive Compensation - Summary Compensation Table" includes RSUs-based awards, which links part of the NEOs' compensation with the underlying performance of the Shares and thereby with Shareholder returns. The graph set out below presents the relation between the Company's cumulative return and NEOs' direct compensation for years ended August 31, 2019 to August 31, 2024. Over this period, NEOs compensation has generally been consistent with the evolution of total shareholder return. More specifically, NEO compensation has trended downward, as did total Shareholder return, as evidenced by salary freezes, the lack of short-term incentive awards in the past three years, and the value of RSUs tracking the Company's negative total Shareholder return. While Shareholders have lost value, NEOs have experienced symmetric pay reductions. In the graph below, note that the sum of NEOs compensation includes six incumbents in 2021, and five incumbents all other years.

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INCENTIVE PLANS

Stock Option Plan

The stock option plan (“Option Plan”) is intended to assist the Company in attracting, motivating and retaining officers and employees and consultants of the Company or a related entity by granting the right to purchase Shares (“Options”) under the Option Plan, in order to allow them to participate in the long-term success of the Company and to promote a greater alignment of their interests with the interests of the Shareholders of the Company.

Under the Option Plan, Options may be granted to participants in respect of unissued Shares. Participants are current full-time or part-time officers, employees or consultants of Postmedia or certain related entities (“Option Plan Participants”). The Option Plan is administered by the Board of Directors (“Option Plan Administrator”). In administering the Option Plan, the Option Plan Administrator may determine, among other things, Option Plan Participants to whom Options are granted and the amounts, terms and conditions relating to Options, including the exercise price, and the time(s) when and circumstances under which Options become exercisable.

The maximum number of Shares that may be reserved for issuance at any time for the exercise of Options under the Option Plan is 3,748,688 Shares (representing 3.78% of the total number of Shares issued and outstanding). As of August 31, 2024, 1,793,750 Options (representing 47.85% of the number of Options that are reserved for issuance or 1.81% of the total number of Shares issued and outstanding) have been granted and are outstanding under the Option Plan. As at August 31, 2024, there were 1,954,938 Options (representing 1.97% of the total number of Shares issued and outstanding) available to be granted under the Option Plan.

Each Option Plan Participant to date has agreed that he/she will not: (a) receive Voting Shares upon the exercise of such Options; or (b) convert any Variable Voting Shares issued upon the exercise of such Options into Voting Shares. This will ensure that the exercise of Options by any Option Plan Participant will not inadvertently result in such Option Plan Participant receiving a significant portion of voting power and/or control of the Company given the Company's share structure.

All Options will have a fixed exercise price as determined by the Option Plan Administrator at the time of the grant, which shall not be less than the fair market value at the date of grant, being the volume-weighted average closing share price of the applicable Shares on the TSX for the five trading days in which the Shares have actually traded immediately preceding such date, or if the Shares are not listed and posted for trading on any stock exchange, the fair market value of the applicable Shares as determined by the Board of Directors in its sole discretion (“Fair Market Value”). At the election of an Option Plan Participant, in lieu of exercising an Option, an Option Plan Participant may instead choose to surrender such Option, in whole or in part, in consideration of: (a) Shares, the number of which is determined by dividing (i) the difference between the Fair Market Value of the applicable Shares subject to the Option on the date of exercise and the exercise price for such Option (“Option Value”) by (ii) the Fair Market Value of the applicable Shares subject to the Option on the date of exercise; or (b) cash, equal to the Option Value, subject to the consent of Postmedia. The term of any Option shall expire on the 10th anniversary of the date of grant, unless otherwise specified by the Option Plan Administrator at the time of grant, subject to extension of up to 10 business days in the event the expiration of an Option would otherwise occur during or within two business days after the end of a Blackout Period (as defined in the Option Plan). All Options granted will vest and be exercisable as determined by the Option Plan Administrator at the time of grant. Options (including the rights attached thereto) are non-assignable and non-transferable except through devolution by death. The terms and conditions of Options granted under the Option Plan are subject to adjustments in certain circumstances, at the discretion of the Option Plan Administrator.

The Option Plan limits insider participation such that: (a) the number of Shares issuable pursuant to the exercise of Options granted to insiders (as such term is used in the TSX Company Manual) of Postmedia under the Option Plan, together with the number of securities issuable to insiders under Postmedia’s other security-based compensation arrangements (as such term is used in the TSX Company Manual), at any time, must not exceed 10% of Postmedia’s issued and outstanding Shares; and (b) the number of Shares issued to insiders of Postmedia within any one year period pursuant to the exercise of Options, together with the number of securities issued to insiders pursuant to all of Postmedia’s other security-based compensation arrangements, shall not exceed 10% of Postmedia’s issued and outstanding Shares.

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Under the Option Plan, in the case of the death of an Option Plan Participant, all outstanding unvested Options granted to such Option Plan Participant shall immediately and automatically be deemed to be vested and the legal representatives of such Option Plan Participant shall have the right to exercise part or all of the Option Plan Participant's outstanding and vested Options at any time up to and including (but not after) the earlier of the last business day on or prior to: (a) the date that is one year following the date of death of such Option Plan Participant; or (b) the date on which the exercise period of the particular Option expires. In the case of Incapacity (as defined in the Option Plan), all outstanding unvested Options granted to such Option Plan Participant continue to vest and the Option Plan Participant shall have the right to exercise part or all of the Option Plan Participant's outstanding and vested Options at any time up to and including the date on which the particular Option expires. In the case of resignation or cessation of office or employment of the Option Plan Participant with the prior written consent of Postmedia, all outstanding and unvested Options granted to such Option Plan Participant immediately and automatically terminate provided that, the Board of Directors may, but is not obligated to, allow a portion or all of the unvested Options to have an extended time period by which such Options may remain in effect and shall not automatically terminate. Such Option Plan Participant shall have the right to exercise part or all of the Option Plan Participant's outstanding and vested Options at any time up to and including (but not after) the earlier of the last business day on or prior to: (a) the date on which the exercise period of the particular Option expires; or (b) the date that is 90 days following the date of resignation. In the case of Retirement (as defined in the Option Plan) of an Option Plan Participant, all outstanding unvested Options granted to such Option Plan Participant shall not terminate but shall continue to vest in accordance with their terms and the Option Plan Participant shall have the right to exercise part or all of such Options once vested at any time up to and including (but not after) the earlier of the last business day on or prior to: (a) the date that is three years following the date of Retirement; or (b) the date on which the exercise period of the particular Option expires, and the Option Plan Participant shall have the right to exercise part or all of the Option Plan Participant's outstanding and vested Options as at the date of Retirement at any time up to and including (but not after) the earlier of the last business day on or prior to: (i) the date that is three years following the date of Retirement; or (ii) the date on which the exercise period of the particular Option expires. Where an Option Plan Participant's employment terminates by reason of termination without Cause (as defined in the Option Plan), unless otherwise determined by the Option Plan Administrator, all outstanding and unvested Options granted to such Option Plan Participant will immediately and automatically terminate provided that, the Board of Directors may, but is not obligated to, allow a portion or all of the unvested Options to have an extended time period by which such Options may remain in effect and shall not automatically terminate. The Option Plan Participant will have the right to exercise part or all of the Option Plan Participant's outstanding and vested Options at any time up to and including (but not after) the earlier of the last business day on or prior to: (a) the date on which the exercise period of the particular Option expires; and (b) the date that is 90 days after the Termination Date (as defined in the Option Plan). Where an Option Plan Participant's employment is terminated by Postmedia or certain related entities for Cause, then any Options held by such Option Plan Participant, whether or not exercisable at the Termination Date, immediately expire and are cancelled on such date at a time determined by the Option Plan Administrator, in its sole discretion.

If, before the expiry of an Option in accordance with the terms thereof, a Change of Control (as defined in the Option Plan) occurs and an Option Plan Participant ceases to be an employee of Postmedia or certain related entities by reason of termination: (a) by Postmedia or related entity or by the entity that has entered into a valid and binding agreement with Postmedia and/or its affiliates to effect the Change of Control at any time after such agreement is entered into or during the Control Period (as defined in the Option Plan) and such termination was for any reason other than for Cause; or (b) by the Option Plan Participant within 60 days after an act of Constructive Dismissal (as defined in the Option Plan), the Option Plan Participant's Options become fully vested and may be exercised or surrendered by the Option Plan Participant at any time within 120 days of the Option Plan Participant's Termination Date. In the event of a Change of Control, all outstanding Options shall be replaced with similar options of the entity resulting from the transaction on substantially the same terms and conditions as the Options, unless such replacement is not possible, practical or advisable, as the Board of Directors may, in its sole discretion, determine. If such determination is made that replacement is not possible, practical or advisable, the Option Plan Administrator may, in its sole discretion, accelerate the vesting of any or all outstanding Options to provide that such outstanding Options shall be fully vested and conditionally exercisable upon (or prior to) the completion of the transaction resulting in the Change of Control.

In the event the Option Plan Administrator accelerates the vesting of any outstanding Options, provided at least 10 days' notice has been provided to an Optionee (as defined in the Option Plan), all vested Options, unless exercised prior to or at the time of the Change of Control, will expire and be of no further force or effect upon completion of the Change of Control. If, for any reason, the transaction that would result in a Change of Control is not completed, the Option Plan Administrator may cause the acceleration of exercise periods of any Options or acceleration of the time for the fulfillment

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of any conditions or restrictions on such exercise of Options to be retracted and the vesting of such Options to revert to the manner provided in the applicable Option grant document, unless such Options have already been exercised.

The Board of Directors may amend the Option Plan without Shareholder approval in certain instances, including, without limitation: (a) for the purpose of making formal, minor or technical modifications to any of the provisions of the Option Plan, including amendments of a "housekeeping" nature; (b) to correct any ambiguity, defective provision, error or omission in the provisions of the Option Plan; (c) to amend the vesting provisions of Options; (d) to change the termination provisions of Options or the Option Plan that does not entail an extension beyond the original expiry date; or (e) any other amendment that does not require Shareholder approval under applicable laws or the applicable rules of the TSX, provided that no such amendment may be made without the consent of each affected Optionee if such amendment would adversely affect the rights of such affected Optionee for Options previously granted. Shareholder approval will be required for any amendment to the Option Plan to: (a) reduce the exercise price; (b) extend the term of Options (other than as set out in the Option Plan); (c) increase the maximum number of Shares which may be issued under the Option Plan, subject to certain exceptions in connection with a reorganization or other event affecting the capital of Postmedia; (d) remove or exceed the insider participation limit; and (e) amend the amendment provisions of the Option Plan.

Restricted Share Unit Plan

The restricted share unit plan ("RSU Plan") provides for the grant of the right to acquire fully paid and non-assessable Shares ("RSUs") in accordance with the terms of the RSU Plan to current part-time or full-time officers, employees or consultants of Postmedia or certain related entities ("RSU Plan Participants"). The maximum aggregate number of Shares issuable under the RSU Plan shall not exceed 7,468,688 Shares (representing 7.54% of the total number of Shares issued and outstanding). As of August 31, 2024, 5,218,358 RSUs (representing 69.87% of the number of RSUs that are reserved for issuance or 5.27% of the total number of Shares issued and outstanding) have been granted under the RSU Plan. As at August 31, 2024, there were 2,250,330 RSUs (representing 2.27% of the total number of Shares issued and outstanding) available to be granted under the RSU Plan.

Each RSU Plan Participant to date has agreed that he/she will not: (a) receive Voting Shares upon the exercise of such RSUs; or (b) convert any Variable Voting Shares issued upon the exercise of such RSUs into Voting Shares. This will ensure that the exercise of RSUs by any RSU Plan Participant will not inadvertently result in such RSU Plan Participant receiving a significant portion of voting power and/or control of the Company given the Company's share structure.

The RSU Plan is administered by the Board of Directors ("RSU Plan Administrator"). In administering the RSU Plan, the RSU Plan Administrator may determine, among other things, RSU Plan Participants to whom RSUs are granted and the amounts, terms and vesting dates of RSUs. The vesting terms and vesting date for RSUs are set out in the respective award agreement at the time of grant. As a result of adjustments to the RSU Plan which were adopted by the Board of Directors in fiscal 2016, RSUs which are subject to performance conditions, otherwise known as performance share units, may be granted under the RSU Plan. Each RSU will be settled for one Share, without payment of additional consideration, after such RSU has vested; however, at any time, a RSU Plan Participant may request in writing, in respect of a maximum of 50% of vested RSUs being exercised at such time, subject to the consent of Postmedia, that Postmedia pay an amount in cash equal to the current Fair Market Value of the applicable Shares on the date of such exercise in consideration for the surrender by the RSU Plan Participant to Postmedia of the rights to receive Shares under such RSUs. The Board of Directors may in its sole discretion accelerate the vesting date for all or any RSUs for any RSU Plan Participant at any time and from time to time. RSUs are non-assignable and non-transferable. The terms and conditions of RSUs granted under the RSU Plan will be subject to adjustments, in certain circumstances, in the discretion of the Board of Directors.

The RSU Plan limits insider participation such that: (a) the number of Shares issuable to insiders (as such term is used in the TSX Company Manual) at any time, under all security based compensation arrangements (as such term is used in the TSX Company Manual) of Postmedia, shall not exceed 10% of the number of Shares issued and outstanding from time to time; and (b) the number of Shares issued to insiders, within any one year period, under all security based compensation arrangements of Postmedia, shall not exceed 10% of the number of Shares issued and outstanding from time to time.

Under the RSU Plan, in the case of the death of a RSU Plan Participant, all outstanding unvested RSUs granted to such RSU Plan Participant shall immediately and automatically be deemed to be vested and the legal representatives of such RSU Plan Participant shall have the right to exercise part or all of the RSU Plan Participant's outstanding and vested RSUs at any time up to and including (but not after) the last business day on or prior to the date that is one year following the date of death of such RSU Plan Participant. In the case of Incapacity (as defined in the RSU Plan), all outstanding unvested

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RSUs granted to such RSU Plan Participant continue to vest and the RSU Plan Participant shall have the right to exercise part or all of the RSU Plan Participant's outstanding and vested RSUs at any time. In the case of resignation or cessation of office or employment of the RSU Plan Participant with the prior written consent of Postmedia, all outstanding and unvested RSUs granted to such RSU Plan Participant will immediately and automatically terminate provided that, the Board of Directors may, but is not obligated to, allow a portion or all of the unvested RSUs to have an extended time period by which such RSUs may remain in effect and shall not automatically terminate. Such RSU Plan Participant shall have the right to exercise part or all of the RSU Plan Participant's outstanding and vested RSUs at any time up to and including (but not after) the last business day on or prior to the date that is 90 days following the date of resignation. In the case of Retirement (as defined in the RSU Plan) of a RSU Plan Participant, all outstanding unvested RSUs granted to such RSU Plan Participant shall not terminate but shall continue to vest in accordance with their terms and the RSU Plan Participant shall have the right to exercise part or all of such RSUs once vested at any time up to and including (but not after) the last business day on or prior to the date that is three years following the date of Retirement, and the RSU Plan Participant shall have the right to exercise part or all of the RSU Plan Participant's outstanding and vested RSUs as at the date of Retirement at any time up to and including (but not after) the last business day on or prior to the date that is three years following the date of Retirement. Where a RSU Plan Participant's employment terminates by reason of termination without Cause (as defined in the RSU Plan), unless otherwise determined by the Board of Directors, all outstanding and unvested RSUs granted to such RSU Plan Participant will immediately and automatically terminate provided that, the Board of Directors may, but is not obligated to, allow a portion or all of the unvested RSUs to have an extended time period by which such RSUs may remain in effect and shall not automatically terminate. The RSU Plan Participant will have the right to exercise part or all of the RSU Plan Participant's outstanding and vested RSUs at any time up to and including (but not after) the date that is 90 days after the Termination Date (as defined in the RSU Plan). Where a RSU Plan Participant's employment is terminated by Postmedia or certain related entities for Cause, then any RSUs held by such RSU Plan Participant, whether or not exercisable at the Termination Date, immediately expire and are cancelled on such date at a time determined by the RSU Plan Administrator, in its sole discretion.

If, before the expiry of a RSU in accordance with the terms thereof, a Change of Control (as defined in the RSU Plan) occurs and a RSU Plan Participant ceases to be an employee of Postmedia or certain related entities by reason of termination: (a) by Postmedia or a related entity or by the entity that has entered into a valid and binding agreement with Postmedia and/or its affiliates to effect the Change of Control at any time after such agreement is entered into or during the Control Period (as defined in the RSU Plan) and such termination was for any reason other than for Cause; or (b) by the RSU Plan Participant within 60 days after an act of Constructive Dismissal (as defined in the RSU Plan), the RSU Plan Participant's RSUs become fully vested and may be exercised or surrendered by the RSU Plan Participant at any time within 120 days of the RSU Plan Participant's Termination Date. In the event of a Change of Control, all outstanding RSUs shall be replaced with similar restricted share units of the entity resulting from the transaction on substantially the same terms and conditions as the RSU Plan, unless such replacement is not possible, practical or advisable, as the Board of Directors may, in its sole discretion, determine. If such determination is made that replacement is not possible, practical or advisable, the Board of Directors may, in its sole discretion, accelerate the vesting of any or all outstanding RSUs to provide that such outstanding RSUs shall be fully vested and conditionally exercisable upon (or prior to) the completion of the transaction resulting in the Change of Control. In the event the Board of Directors accelerates the vesting of any outstanding RSUs: (a) provided at least 10 days' notice has been provided to a RSU Plan Participant, all vested RSUs, unless exercised prior to or at the time of the Change of Control, will expire and be of no further force or effect upon completion of the Change of Control; and (b) if, for any reason, the transaction that would result in a Change of Control is not completed, the Board of Directors may cause the acceleration of exercise periods of any RSUs or acceleration of the time for the fulfillment of any conditions or restrictions on such exercise of RSUs to be retracted and the vesting of such RSUs to revert to the manner provided in the applicable RSU agreement, unless such RSUs have already been exercised.

Under the RSU Plan, whenever cash distributions or dividends are paid on the Shares, additional RSUs will automatically be granted to each RSU Plan Participant who holds RSUs on the record date for such distribution or dividend.

The Board of Directors may amend the RSU Plan without Shareholder approval in certain instances, including, but not limited to: (a) for the purpose of making formal, minor or technical modifications to any of the provisions of the RSU Plan, including amendments of a "housekeeping" nature; (b) to correct any ambiguity, defective provision, error or omission in the provisions of the RSU Plan; (c) to amend the vesting, redemption or payment provisions of the RSU Plan or any RSUs; (d) to change the termination provisions of RSUs or the RSU Plan that does not entail an extension beyond the original expiry date; (e) to facilitate a cash payment; or (f) any other amendment that does not require Shareholder approval under applicable laws or the applicable rules of the TSX, provided that no such amendment of the RSU Plan may be made

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without the consent of each affected RSU Plan Participant if such amendment would adversely affect the rights of such affected RSU Plan Participant for RSUs previously granted. Shareholder approval will be required for any amendment to the RSU Plan to: (a) extend the term of RSUs; (b) increase the maximum number of Shares which may be issued under the RSU Plan, subject to certain exceptions in connection with a reorganization or other event affecting the capital of Postmedia; (c) remove or exceed the insider participation limit; and (d) amend the amendment provisions of the RSU Plan.

Cash Plan

The Company's cash-based long-term incentive plan ("Cash Plan") was adopted in fiscal 2020 and provides for the grant of cash awards to eligible employees of the Company or a related entity, as may be determined by the Board of Directors from time to time. Under the Cash Plan, the Board of Directors has broad discretion to determine in any given fiscal year whether any cash awards will be approved, the aggregate amount of all available cash awards in such year, the amount of any cash award available to any individual employee, the vesting period of any cash award and any time-based, discretionary and/or performance conditions applicable to such award (collectively, "Cash Plan Award Terms").

Cash awards are intended to be multi-year, with a portion earned in each year of the applicable vesting period only after the consideration and determination by the Board of Directors of any applicable Cash Plan Award Terms. Payment occurs only after full vesting of cash awards, which may be up to three years following the end of the calendar year in which approval of the cash award occurs.

Under the Cash Plan, if an eligible employee who has been granted a cash award pursuant to the plan (a "Cash Plan Participant") is terminated without cause or such Cash Plan Participant resigns from his or her position with the Company or a related entity, the payment of any vested portion of such Cash Plan Participant's outstanding cash award will be accelerated and any unvested portion of such Cash Plan Participant's outstanding cash award will be forfeited. If a Cash Plan Participant is terminated for cause, all outstanding cash awards, whether vested or unvested, are immediately cancelled and forfeited. In the case of the death or Incapacity (as defined in the Cash Plan) resulting in the termination of a Cash Plan Participant, any eligible cash award shall be pro-rated for that portion of the year during which the Cash Plan Participant was actively employed and such pro-rated amount shall be paid to the Cash Plan Participant or the Cash Plan Participant's estate or legal representatives within a reasonable time after the date of termination or death, as applicable, any vested portion of such Cash Plan Participant's outstanding cash award will be accelerated and any unvested portion of such Cash Plan Participant's outstanding cash award will be forfeited. In the case of the Incapacity of a Cash Plan Participant that does not result in termination, any eligible cash award shall be pro-rated for that portion of the year during which the Cash Plan Participant was actively employed, and vesting shall continue as provided for under the Cash Plan or any award agreement entered into pursuant to the Cash Plan.

In the event of a Change of Control (as defined in the Cash Plan), the Company shall use commercially reasonable efforts to ensure that the entity resulting from the Change of Control transaction or event adopts the awards approved pursuant to the Cash Plan prior to the date of such Change of Control or a substantially equivalent compensation structure, unless such adoption or replacement is not possible, practical or advisable, as the Board of Directors may, in its sole discretion, determine, in which case, the Board of Directors may, in its sole discretion, accelerate the vesting and payment of any or all outstanding awards. If, for any reason, the transaction or event that would result in a Change of Control is not completed, the Board of Directors may cause such acceleration to be retracted and the vesting and payment of such awards to revert to the manner provided in the Cash Plan and/or in any award agreement entered into pursuant to the Cash Plan.

The Cash Plan is administered by the Board of Directors and may be varied by the Board of Directors or by the terms of an eligible employee's employment agreement with the Company.

2024 MANAGEMENT INFORMATION CIRCULAR
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Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information related to Options and RSUs held by the NEOs as at August 31, 2024. All values were computed using the volume-weighted average closing share price for the five trading days in which Shares traded preceding the applicable vesting date, as detailed below:

NAME	OPTION-BASED AWARDS					SHARE-BASED AWARDS
	NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS(1)(#)	OPTION EXERCISE PRICE ($)	CLASS OF SHARES UNDERLYING THE OPTIONS GRANTED	OPTION EXPIRY DATE(2)	VALUE OF UNEXERCISED IN-THE-MONEY OPTIONS(3) ($)	NUMBER OF SHARES THAT HAVE NOT VESTED (#)	MARKET OR PAYOUT VALUE OF SHARE-BASED AWARDS THAT HAVE NOT VESTED(4) ($)	MARKET OR PAYOUT VALUE OF VESTED SHARE-BASED AWARDS NOT PAID OUT OR DISTRIBUTED(4) ($)
Andrew MacLeod	225,000	1.03	Variable Voting Shares	April 6, 2027	112,500	281,639	430,908	1,246,759
	650,000	1.03		February 22, 2028	325,000
	255,000	0.97		November 6, 2028	142,800
John Bode(5)	-	-	-	-	-	-	-	-
Gillian Akai	135,000	1.03	Variable Voting Shares	April 6, 2027	67,500	122,867	187,987	379,278
	146,250	1.03		February 22, 2028	73,125
	115,000	0.97		November 6, 2028	64,400
Craig Barnard	45,000	1.03	Variable Voting Shares	April 6, 2027	22,500	95,563	146,211	282,034
	48,750	1.03		February 22, 2028	24,375
	40,000	0.97		November 6, 2028	22,400
Pete DeGroot	-	-	-	-	-	95,563	146,211	171,492
Mary Anne Lavallee(5)	-	-	-	-	-	-	-	-

Notes:

(1) Includes both vested and unvested Options.
(2) Options expire on the $10^{\text{th}}$ anniversary of the grant date of the Options, or, if the grant of Options occurred in a fiscal quarter subsequent to the quarter in which such Options were approved, then the $10^{\text{th}}$ anniversary of the approval date of the Options, subject to the terms of the Option Plan. For more information on the grant and issuance dates of the Options or for more information on the Option Plan, see "Statement of Executive Compensation – Long-Term Incentive Plans" and "Statement of Executive Compensation – Incentive Plans".
(3) This column contains the aggregate value of the in-the-money vested and unvested unexercised Options as of August 31, 2024, computed using a vesting date of August 31, 2024 at $1.53. The Options have not been and may never be exercised and the actual gain, if any, on exercise will depend on the value of the Variable Voting Shares on the date of such exercise.
(4) The value of the vested and unvested RSUs as of August 31, 2024 was computed using a vesting date of August 31, 2024 at $1.53.
(5) Mr. Bode was appointed as Executive Vice President, Chief Financial Officer and Chief Transformation Officer of the Company on October 6, 2023, following the resignation of Ms. Lavallee from such roles.

2024 MANAGEMENT INFORMATION CIRCULAR

Value Vested or Earned During the Year

The following table summarizes the value of option-based awards that would have been realized by each NEO during Fiscal 2024 if the option-based awards that vested in Fiscal 2024 had been exercised on their vesting date and share-based awards realized by each NEO upon vesting during Fiscal 2024. All values were computed using the volume-weighted average closing share price for the five trading days in which Shares traded preceding the applicable vesting date, as detailed below:

NAME	OPTION-BASED AWARDS – VALUE VESTED DURING THE YEAR ($)	SHARE-BASED AWARDS – VALUE VESTED DURING THE YEAR(1) ($)	NON-EQUITY INCENTIVE PLAN COMPENSATION – VALUE EARNED DURING THE YEAR(2) ($)
Andrew MacLeod	-	175,115	427,968
John Bode(3)	-	-	-
Gillian Akai	-	73,016	305,000
Craig Barnard	-	56,791	125,000
Pete DeGroot	-	56,791	125,000
Mary Anne Lavallee(3)	-	-	-

Notes:

(1) For Ms. Akai and Messrs. MacLeod, Barnard and DeGroot the value of the RSUs granted which vested in Fiscal 2024 was computed using vesting dates of October 20, 2023 at $1.40, October 21, 2023 at $1.40 and January 8, 2024 at $1.40. None of the NEOs have exercised RSUs that vested in Fiscal 2024. There are no exercise prices for RSUs issued under the RSU Plan and no expiry date. During Fiscal 2024, Mr. MacLeod exercised 8,965 RSUs that were granted in fiscal 2017 and 102,000 RSUs that were granted in Fiscal 2018 and Ms. Akai exercised 64,965 RSUs that were granted in fiscal 2017 and 46,000 RSUs that were granted in Fiscal 2018.

(2) Figures in this column represent special awards earned in Fiscal 2024. For more information, see "Statement of Executive Compensation – Summary Compensation Table".

(3) Mr. Bode was appointed as Executive Vice President, Chief Financial Officer and Chief Transformation Officer of the Company on October 6, 2023, following the resignation of Ms. Lavallee from such roles.

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The following table summarizes key details of the employment agreement for the CEO as at August 31, 2024:

EMPLOYMENT AND CONSULTING AGREEMENTS

NAME OF NEO	Andrew MacLeod
EFFECTIVE DATE	October 19, 2017 (as amended)
ANNUAL BASE SALARY ($)	1,100,000
INCENTIVE COMPENSATION (ANNUAL CASH BONUS)	Pursuant to the terms of the employment agreement, Mr. MacLeod was eligible for an annual cash incentive target opportunity of 100% of base salary, based on full achievement of the targets (as discussed in “Statement of Executive Compensation – Annual Short-Term Incentive Plan”) as fixed by the Board of Directors.
EMPLOYEE BENEFITS AND PERQUISITES	Mr. MacLeod is entitled to receive various employee benefits and perquisites. For more information about benefits and perquisites, see “Statement of Executive Compensation – Summary Compensation Table”.
EQUITY AND NON-EQUITY INCENTIVE AWARDS	Mr. MacLeod’s amended employment agreement contemplates his entitlement to LTIP awards beginning in fiscal 2020 are comprised of: (a) a cash award that represents 75% of annual supplemental pay with a portion subject to time vesting, a portion subject to an EBITDA target and a portion subject to pre-determined discretionary criteria of the Compensation and Human Resources Committee and the Board of Directors each year; and (b) an RSU award that represents 25% of annual supplemental pay. The vesting periods are similar to the LTIP offered to other NEOs, with RSUs vesting in equal parts over three years and the cash component vesting in equal parts over three years and only payable at the end of such three-year period.
PENSION	Mr. MacLeod participates in the Company’s Pension Plans. For more information about Mr. MacLeod’s participation in the Company’s Pension Plans, see “Statement of Executive Compensation – Pension Plans”.
TERMINATION OF EMPLOYMENT WITHOUT CAUSE	Mr. MacLeod will be paid a lump sum severance payment equivalent to 24 months base salary and 24 months average annual bonus(1). Mr. MacLeod is also entitled to an acceleration of payment of any portion of Cash LTIP already vested as of the date of termination or resignation.
CONTINUATION OF BENEFITS	Mr. MacLeod will continue to receive benefits for a period of 24 months.
TERMINATION OF EMPLOYMENT BY REASON OF INCAPACITY	In the event of a termination of employment by reason of incapacity, Mr. MacLeod is entitled to the base salary, benefits and perquisites and allowances to which he was entitled at the date of termination for a period of two years, as well as an acceleration of payment of any portion of Cash LTIP already vested as of the date of termination.
NON-COMPETE OR NON-SOLICITATION	Mr. MacLeod’s employment agreement includes non-competition and non-solicitation clauses in favour of Postmedia Network Inc. Mr. MacLeod’s non-competition and non-solicitation clauses are in effect for 12 months following the date of the termination.

Notes:
(1) The average annual bonus will be calculated based on what was paid, or payable, under the STIP for the last two fiscal years.

2024 MANAGEMENT INFORMATION CIRCULAR

The following table summarizes key details of the employment agreements for Mmes. Akai and Lavallee and Messrs. Barnard and DeGroot and the consulting agreement for Mr. Bode as at August 31, 2024:

NAME OF NEO	MARY ANNE LAVALLEE(1)	JOHN BODE(1)	GILLIAN AKAI	PETE DEGROOT	CRAIG BARNARD
EFFECTIVE DATE	August 14, 2014 (as amended)	September 12, 2023	May 24, 2016 (as amended)	September 6, 1988	September 4, 2018 (as amended)
ANNUAL BASE SALARY OR CONSULTING FEE ($)	450,000	450,000	450,000	300,000	300,000
INCENTIVE COMPENSATION (ANNUAL CASH BONUS)	The employment agreements for Mmes. Akai and Lavallee and Messrs. Barnard and DeGroot provide them with an annual cash incentive target opportunity of: (a) 75% of base salary for Mmes. Akai and Lavallee; and (b) 50% of base salary for Messrs. Barnard and DeGroot, based on full achievement of the targets (as discussed in “Statement of Executive Compensation – Annual Short-Term Incentive Plan”) as fixed by the Board of Directors. Mr. Bode’s consulting agreement provides him with an annual cash incentive target opportunity of 75% of his annualized consulting fees based on full achievement of conditions and terms as fixed by the Board of Directors. Ms. Lavallee was eligible for an additional annual bonus relating to her duties as Chief Transformation Officer (as discussed in “Statement of Executive Compensation – Annual Short-Term Incentive Plan”) as determined by the Board of Directors.
EMPLOYEE BENEFITS AND PERQUISITES	The NEOs listed above are entitled to receive various employee benefits and perquisites. For more information about benefits and perquisites, see “Statement of Executive Compensation – Summary Compensation Table”.
EQUITY AND NON-EQUITY INCENTIVE AWARDS	None of the NEOs employment or consulting agreements, as applicable, contemplate equity ownership or share-based awards. Any Options and RSUs that have been granted to Mmes. Akai and Lavallee and Messrs. Barnard and DeGroot have been granted pursuant to the Company’s long-term incentive plans. For more information about equity ownership and share-based awards, see “Statement of Executive Compensation – Summary Compensation Table” and “Statement of Executive Compensation – Long-Term Incentive Plans”.
PENSION	Mmes. Akai and Lavallee and Messrs. Barnard and DeGroot participate in the Company’s Pension Plans and the CAAT Pension Plan. For more information about the NEOs participation in the Company’s Pension Plans and the CAAT Pension Plan, see “Statement of Executive Compensation – Pension Plans”. Mr. Bode is not eligible to participate in the Company’s Pensions Plans and the CAAT Pension Plan pursuant to the terms of his consulting Agreement.
TERMINATION OF EMPLOYMENT OR ENGAGEMENT WITHOUT CAUSE	For each full year of service completed, the NEO will be paid a lump sum severance payment equivalent to one month’s base salary, annual bonus associated with Chief Transformation Officer duties and one month’s average annual bonus(2) for a minimum of 18 months up to a maximum of 24 months.	The NEO will be provided three months written notice of termination of his consulting agreement or payment of fees in lieu of such notice or, if lesser, such period remains until the end of the term of his consulting agreement, pay all fees until the expiry of the notice period under his agreement.	The NEO will be paid a lump sum severance payment equivalent to 24 months base salary and 24 months average annual bonus.(2)	The NEO will be paid a lump sum severance payment equivalent to 24 months base salary and 24 months average annual bonus.(2)	For each full year of service completed, the NEO will be paid a lump sum severance payment equivalent to one month’s base salary and one month’s average annual bonus(3) up to a maximum of 24 months.

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2024 MANAGEMENT INFORMATION CIRCULAR

CONTINUATION OF BENEFITS	The NEO will continue to receive benefits for a minimum period of 12 months up to a maximum of 24 months.	The NEO is not entitled to any benefits pursuant to the terms of his consulting agreement.	The NEO will continue to receive benefits for a period of 24 months.	The NEO will continue to receive benefits for a period of up to 24 months.	The NEO will continue to receive benefits for a period of up to 24 months.
TERMINATION OF EMPLOYMENT OR ENGAGEMENT BY REASON OF INCAPACITY	None of the NEOs are entitled to receive benefits in the event of termination of employment or engagement by reason of incapacity.
NON-COMPETE OR NON-SOLICITATION	The employment agreements for Mmes. Akai and Lavallee and Messrs. Barnard and DeGroot include non-competition and non-solicitation clauses in favour of Postmedia Network Inc. For these NEOs, the non-competition clause is in effect for a period of six months following termination and the non-solicitation clause is in effect for a period of 12 months following termination. Mr. Bode’s consulting agreement does not include non-competition and non-solicitation clauses.

Notes:
(1) Mr. Bode was appointed as Executive Vice President, Chief Financial Officer and Chief Transformation Officer of the Company on October 6, 2023, following the resignation of Ms. Lavallee from such roles. Mr. Bode is engaged as a consulting pursuant to his consulting agreement dated September 12, 2023 between Postmedia and Aerie Investments, LLC.
(2) The average annual bonus will be calculated based on what was paid, or payable, under the STIP for the last two fiscal years.

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Termination and Change of Control Benefits

The following table summarizes the estimated incremental payments to each NEO in the event of termination without cause, termination due to incapacity or death. The payments are calculated as at August 31, 2024. For more information, see "Statement of Executive Compensation – Employment and Consulting Agreements".

NAME	COMPENSATION COMPONENT	ESTIMATED INCREMENTAL PAYMENTS FOR TERMINATION WITHOUT CAUSE ($)	ESTIMATED INCREMENTAL PAYMENTS DUE TO INCAPACITY ($)	ESTIMATED INCREMENTAL PAYMENTS DUE TO DEATH ($)
Andrew MacLeod	Base Salary	2,200,000	2,200,000	-
	STIP	-	-	-
	Cash LTIP	-	256,781	256,781
	Unvested Options	-	-	-
	Unvested RSUs	-	-	430,908
	Continuation of Benefits	11,042	11,042	-
	Total	2,211,042	2,467,823	687,689
John Bode(1)	Consulting Fees	131,250	-	-
	STIP	-	-	-
	Cash LTIP	-	-	-
	Unvested Options	-	-	-
	Unvested RSUs	-	-	-
	Continuation of Benefits	-	-	-
	Total	131,250	-	-
Gillian Akai	Base Salary	900,000	-	-
	STIP	-	-	-
	Cash LTIP	-	-	-
	Unvested Options	-	-	-
	Unvested RSUs	-	-	187,986
	Continuation of Benefits	11,042	-	-
	Total	911,042	-	187,986
Craig Barnard	Base Salary	600,000	-	-
	STIP	-	-	-
	Cash LTIP	-	-	-
	Unvested Options	-	-	-
	Unvested RSUs	-	-	146,212
	Continuation of Benefits	11,042	-	-
	Total	611,042	-	146,212
Pete DeGroot	Base Salary	600,000	-	-
	STIP	-	-	-
	Cash LTIP	-	-	-
	Unvested Options	-	-	-
	Unvested RSUs	-	-	146,212-
	Continuation of Benefits	11,042	-	-
	Total	611,042	-	146,212-
Mary Anne Lavallee(1)(2)	Base Salary	-	-	-
	STIP	-	-	-
	Cash LTIP	-	-	-
	Unvested Options	-	-	-
	Unvested RSUs	-	-	-
	Continuation of Benefits	-	-	-
	Total	-	-	-

Notes:
(1) Mr. Bode was appointed as Executive Vice President, Chief Financial Officer and Chief Transformation Officer of the Company on October 6, 2023, following the resignation of Ms. Lavallee from such roles. Mr. Bode earns a consulting fee pursuant to his consulting agreement dated September 12, 2023 between Postmedia and Aerie Investments, LLC.
(2) Ms. Lavallee resigned as Executive Vice President, Chief Financial Officer and Chief Transformation Officer of the Company on October 6, 2023. She did not receive any payments upon her resignation.

2024 MANAGEMENT INFORMATION CIRCULAR

DIRECTOR COMPENSATION

Annual Fees

The compensation of the Board of Directors is designed to attract and retain highly talented and experienced individuals. This requires that the Board of Directors of the Company be fairly and competitively compensated. Through the Compensation and Human Resources Committee, the Board of Directors periodically reviews the compensation paid to the Company's directors, taking into account the complexity of the Company's operations, the risks and responsibilities involved in being a director of the Company, the requirement to participate in scheduled and special Board of Directors meetings, expected participation on the Board of Directors' standing committees and the compensation paid to directors of comparable entities.

The following table sets out the annual fees payable to the Board of Directors of the Company for Fiscal 2024:

BOARD OR COMMITTEE	ANNUAL CASH RETAINER ($)
Board of Directors (Chair)	170,000
Board of Directors (Lead Director)	135,000
Board of Directors (Member)	100,000
Audit Committee (Chair)	142,000
Compensation and Human Resources Committee (Chair)	142,000
Corporate Governance and Nominating Committee (Chair)	125,000
Committee Membership (per committee, excluding Chair positions)	8,300

Mr. MacLeod did not receive additional compensation for serving as director of the Company. The current Chair, Mr. Sharpe, also serves as the chair of the Corporate Governance and Nominating Committee, was not entitled to any additional compensation as a result of assuming such role.

Annual retainers are paid 100% in cash. Directors, including the Chair of the Board of Directors, are reimbursed for reasonable travel and other expenses properly incurred by the director in attending meetings of the Board of Directors or any board committee meeting. Directors, including the Chair of the Board of Directors, do not receive a fee for each meeting attended unless it is determined by the Board of Directors that an extraordinary number of meetings are being held.

2024 MANAGEMENT INFORMATION CIRCULAR

Director Compensation Table

The following table describes the compensation that was paid by the Company to its non-NEO directors during the year ended August 31, 2024. Mr. MacLeod did not receive any additional compensation for serving as a director of the Company. His compensation for serving as an executive of the Company is included in "Statement of Executive Compensation - Summary Compensation Table". The total compensation received by the Company's non-employee directors in Fiscal 2024 was $830,929.

NAME	FEES EARNED ($)	ALL OTHER COMPENSATION ($)	TOTAL ($)
Peter Sharpe	178,300	-	178,300
John Bode(1)	10,529	-	10,529
Janet Ecker	116,600	-	116,600
Vincent Gasparro	116,600	-	116,600
Wendy Henkelman	150,300	-	150,300
Mary Junck	150,300	-	150,300
Daniel Rotstein	108,300	-	108,300
Total	830,929	-	830,929

Notes:
(1) Mr. Bode was appointed as Executive Vice President, Chief Financial Officer and Chief Transformation Officer of the Company on October 6, 2023, following which he resigned as a director of the Board of Directors and as member of the Corporate Governance and Nominating Committee. His fees were prorated for Fiscal 2024 accordingly.

INSURANCE COVERAGE FOR DIRECTORS AND OFFICERS AND INDEMNIFICATION

Postmedia has obtained a directors and officers liability insurance policy, which covers indemnification of directors and officers of Postmedia in certain circumstances. In addition, Postmedia has entered into indemnification agreements with its directors and officers for liabilities and costs in respect of any action or suit against them in connection with the execution of their duties, subject to customary limitations prescribed by applicable law.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The Option Plan and the RSU Plan were not approved by Shareholders as they were each adopted by the Company prior to being listed on the TSX.

The following table provides a summary of securities issued and issuable under all equity compensation plans of Postmedia as at August 31, 2024.

EQUITY COMPENSATION PLAN	NUMBER OF SHARES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS AND RSUS (#)	WEIGHTED AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS AND RSUS ($)	NUMBER OF SHARES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (#)
Option Plan	1,793,750	1.01	1,954,938
RSU Plan	5,218,358	-	2,250,330

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2024 MANAGEMENT INFORMATION CIRCULAR

BURN RATE

The following table sets forth the annual burn rate, expressed as a percentage, for each of the Company's security-based compensation arrangements for Fiscal 2024, 2023 and 2022:

EQUITY COMPENSATION PLAN	ANNUAL BURN RATE^{(1)} FOR THE FISCAL YEAR ENDED AUGUST 31
	2024^{(2)}	2023^{(2)}	2022^{(2)}
Option Plan	0.00%	0.00%	0.00%
RSU Plan	0.67%	0.70%	1.18%

Notes:

(1) The annual burn rate is calculated as the number of securities granted under the arrangement during the applicable fiscal year divided by the weighted average number of securities outstanding for the applicable year.

(2) During each of Fiscal 2024, fiscal 2023 and fiscal 2022, the Company did not approve or issue any Options however it approved the issuance of RSUs to the NEOs, which RSUs were priced and granted in the applicable fiscal year, in compliance with the Company's Timely Disclosure, Confidentiality and Insider Trading Policy.

For more information about the Company's equity compensation plans, see "Statement of Executive Compensation – Incentive Plans".

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Our corporate governance policies, procedures and practices are designed to ensure that our Board of Directors can fulfill its statutory mandate to supervise the management of our business and affairs with the highest standards of ethical conduct. The Board of Directors believes that good corporate governance improves corporate performance and benefits all Shareholders. Set forth below is certain disclosure by Postmedia of its corporate governance practices.

BOARD OF DIRECTORS

In fulfilling its statutory mandate and discharging its duty of stewardship of Postmedia, the Board of Directors assumes responsibility for, among other things:

reviewing and approving the strategic plan and business objectives of Postmedia that are submitted by senior management and monitoring the implementation by senior management of the strategic plan. During at least one meeting each year, the Board of Directors will review Postmedia’s long-term strategic plans and the principal issues that Postmedia expects to face in the future;
assessing, monitoring and managing the principal strategic risks, reviewing the operational, reporting and compliance risks for Postmedia and overseeing, with the assistance of the Audit Committee, the implementation and monitoring of appropriate risk management systems;
ensuring, with the assistance of the Corporate Governance and Nominating Committee, the effective functioning of the Board of Directors and its committees (“Committees”) in compliance with applicable corporate governance requirements of applicable legislation, and that such compliance is reviewed periodically by the Corporate Governance and Nominating Committee;
assessing whether internal controls and management information systems for Postmedia are in place and ensuring they are evaluated and reviewed periodically on the initiative of the Audit Committee, including, Postmedia’s Timely Disclosure, Confidentiality and Insider Trading Policy;
assessing the performance of Postmedia’s senior management, including monitoring the establishment of appropriate systems for succession planning (including the development of policies and principles for CEO selection and performance reviews, and policies regarding succession in an emergency or upon retirement of the CEO) and periodically monitoring the compensation levels of the members of senior management based on the determinations and recommendations made by the Compensation and Human Resources Committee;
ensuring that Postmedia has in place a policy for effective communication with Shareholders, other stakeholders and the public generally; and

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reviewing and, where appropriate, approving the recommendations made by the various Committees, including, without limitation, the selection of nominees for election to the Board of Directors, appointment of directors to fill vacancies on the Board of Directors, appointment of members of the various Committees and establishing the form and amount of director compensation.

The text of the Board of Directors Charter is attached as Schedule “A”.

Board of Directors Composition and Nomination Process

As of August 31, 2024, the Board of Directors was composed of seven directors. Mr. Gasparro will not be seeking re-election at the Meeting. In the event that all nominees are elected at the Meeting, the Board of Directors will be composed of six directors.

The Corporate Governance and Nominating Committee: (a) develops and recommends to the Board of Directors criteria for selecting new directors; (b) assists the Board of Directors in identifying individuals qualified to become directors; and (c) recommends to the Board of Directors nominees for election to the Board of Directors and directors to be appointed to each Committee and as the chair of each Committee. In attending to the above matters, the Corporate Governance and Nominating Committee applies a number of criteria in assessing individuals that may be qualified to become directors and members of Committees, including:

judgment, character, expertise, skills and knowledge useful to the oversight of the Company's business;
diversity of viewpoints, backgrounds, experiences and other demographics;
business or other relevant experience; and
the extent to which the interplay of the individual's expertise, skills, knowledge and experience with that of other members of the Board of Directors will build a board that is effective, collegial and responsive to the needs of Postmedia.

These criteria are to be applied in respect of each individual director, and in respect of the Board of Directors and each Committee as a whole.

The Corporate Governance and Nominating Committee is composed entirely of independent directors.

Our Corporate Governance Guidelines do not restrict the number of boards on which our directors may sit. However, our Code of Business Conduct and Ethics ("Code of Conduct") requires that the Chair of the Board of Directors approve any other directorships held by our directors and officers. In considering such requests, the Chair of the Board of Directors will consider a number of factors, including any conflicts of interest that such directorship may raise. The chair of the Corporate Governance and Nominating Committee is responsible for approving any other directorship held by the Chair of the Board of Directors. In addition, directors are expected to devote the required time and effort to discharge their obligations as members of the Board of Directors. None of the members of the Audit Committee may serve on the audit committee of more than three public companies in addition to Postmedia without the prior approval of the Audit Committee, the Corporate Governance and Nominating Committee and the Board of Directors.

Board Interlocks

Although the Board of Directors does not set a formal limit on the number of public company interlocking board and committee memberships that directors may have, the Corporate Governance and Nominating Committee reviews any public company interlocks as part of its annual evaluation of director independence. There are currently no board interlocks.

Diversity at the Board Level

The Board of Directors recognizes the value that diversity brings to both the boardroom and workplace. Postmedia is a National Platinum Partner of the Women's Executive Network (WXN) and Media Partner for the Canada's Most Powerful Women: Top 100 Awards and The Canadian Equity, Diversity and Inclusion (CEDI) Summit & Awards. These councils and programs are committed to gender diversity, female professional and personal advancement, recognition of powerful female leaders and workplace equity.

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As referenced above, the Board of Directors and the Corporate Governance and Nominating Committee consider diversity in the broadest sense, including gender and individuals from other designated groups (as such term is defined in the Employment Equity Act) ("Designated Groups"), in selecting potential director candidates. The Board of Directors and the Corporate Governance and Nominating Committee consider the representation of women and individuals from the Designated Groups in identifying and nominating board candidates. In the event of future vacancies, the committee will review resources, such as those provided by the Canadian Board Diversity Council, that profile women and members of the Designated Groups who are currently on or have an interest in serving on public Canadian boards to assist in compiling a broad pool of candidates to draw upon.

The Board of Directors has not adopted a written policy relating to the identification and nomination of female directors or directors from the Designated Groups or set targets for representation of women or individuals from the Designated Groups on the Board of Directors, as it has incorporated consideration of diversity into its practices as described above. Further, the Board of Directors believes that it is a combination of the skills, experience and character of an individual that are the most important qualities in assessing the value that such individual can bring to the Board of Directors.

The Board of Directors currently has three female directors. If all the nominee directors for this year are elected, the Board of Directors will continue to have three female directors, which will represent 50% of the Board of Directors and approximately 75% of the Company's independent directors. The Board of Directors does not have any directors from other Designated Groups.

Diversity at the Executive Level

Postmedia is committed to a fair and inclusive work environment where diversity is valued. The Company has one female executive officer out of three, who is a visible minority. Women currently represent 33%, and visible minorities represent 33%, of the Company's executive officers. At the vice president level and above, women represent 38%, and visible minorities represent 15%, of existing positions. The Company considers the representation of individuals of the Designated Groups in executive officer appointments as a normal practice. In addition, Postmedia is continuing work under its diversity and inclusion program informed by the recommendations of its diversity council to support the advancement of individuals in designated groups.

Specific targets for gender or individuals of the Designated Groups at the executive level have not been adopted as the Company is of the view that gender is one factor of many to be considered in advancement and hiring decisions, but emphasis should be placed on hiring or advancing the most qualified individuals.

Attendance

The following table outlines the attendance record of directors at Board and standing Committee meetings in Fiscal 2024:

NAME	BOARD OF DIRECTORS MEETINGS ATTENDED	AUDIT COMMITTEE MEETINGS ATTENDED	COMPENSATION AND HUMAN RESOURCES COMMITTEE MEETINGS ATTENDED	CORPORATE GOVERNANCE AND NOMINATING COMMITTEE MEETINGS ATTENDED
Peter Sharpe	7 of 7	-	3 of 3	3 of 3
John Bode(1)	-	-	-	-
Janet Ecker	7 of 7	5 of 5	-	3 of 3
Vincent Gasparro	7 of 7	5 of 5	3 of 3	-
Wendy Henkelman	7 of 7	5 of 5	-	3 of 3
Mary Junck	6 of 7	5 of 5	3 of 3	-
Andrew MacLeod	7 of 7	-	-	-
Daniel Rotstein	7 of 7	-	3 of 3	-

Notes:

(1) Mr. Bode was appointed as Executive Vice President, Chief Financial Officer and Chief Transformation Officer of the Company on October 6, 2023, at which time he resigned as a director of the Board of Directors and as member of the Corporate Governance and Nominating Committee. Therefore, he did not attend any meetings during Fiscal 2024.

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Independence

For a director to be considered independent under the policies of the Canadian Securities Administrators, he or she must have no direct or indirect material relationship with the Company, being a relationship that could, in the view of the Board of Directors, reasonably be expected to interfere with the exercise of his or her independent judgment, and must not be in any relationship deemed to be not independent pursuant to such policies.

The Board of Directors has determined that a majority of its current directors are independent as defined in National Instrument 58-101 Disclosure of Corporate Governance Practices. The five independent directors are Messrs. Sharpe and Gasparro and Mmes. Ecker, Henkelman and Junck. The Board of Directors has determined that Messrs. MacLeod and Rotstein are not independent. Specifically, Mr. MacLeod is not independent as a result of his executive position at Postmedia and, in light of Mr. Rotstein's current engagement as a consultant with an associated company of Chatham, and in particular, Mr. Rotstein's nomination to the Board of Directors pursuant to Chatham's nominating rights in 2016, the Board of Directors has determined that Mr. Rotstein is not independent within the meaning of National Instrument 52-110 - Audit Committees.

In-camera sessions are held at each regularly scheduled Board of Directors meeting exclusive of management and non-independent directors, including directors who are members of management, for the purpose of facilitating open and candid discussion amongst its members.

Board of Directors Process

In addition to having the majority of the Board of Directors composed of independent directors, the Board of Directors has adopted a variety of procedures to allow for the independent functioning of the Board of Directors from management. Those procedures include having a chair who is an independent director with a formal mandate to assist the Board of Directors in fulfilling its duties effectively, efficiently and independent of management, members of the Board of Directors having the opportunity to initiate discussions with senior management without the Chair of the Board of Directors or CEO present so that they may freely discuss any concerns they may have and the ongoing monitoring of the relationship between the Board of Directors and senior management by the Corporate Governance and Nominating Committee.

The Board of Directors exercises its responsibility for oversight through the approval of all material decisions and initiatives affecting Postmedia.

CODE OF BUSINESS CONDUCT AND ETHICS

Postmedia has adopted the Code of Conduct which applies to all directors, officers and employees of our Company, its subsidiaries and affiliates and other persons in similar relationships with those entities. The Code of Conduct is provided to all directors, officers and employees and is available on SEDAR+ at www.sedarplus.ca. Upon request, the Company will promptly provide a copy of the Code of Conduct to a securityholder of the Company free of charge. On an annual basis, all directors, executives and senior employees of the Company are required to review the Code of Conduct. The Code of Conduct addresses such matters as compliance with laws, conflicts of interest, confidential information, fraud, protection and proper use of Postmedia assets and the reporting of illegal and unethical behaviour.

The Company encourages personnel who become aware of a conflict or potential conflict or departures from the Code of Conduct to bring it to the attention of a supervisor or department head and require personnel who detect or suspect a fraud has occurred to report the incident immediately. We have also established additional procedures for confidential and anonymous reporting of complaints concerning accounting, internal accounting controls, auditing matters and breaches of the Code of Conduct. The Board of Directors requires every director and executive officer to disclose any direct or indirect conflict of interest that he or she has and obtains formal confirmation of compliance with the Code of Conduct annually from directors, officers and a group of senior managers from across the Company that includes employees with direct reports.

Any waivers of the Code of Conduct for directors or members of senior management may only be granted by the Board of Directors (or a committee to whom that authority has been delegated), while any waiver for all other employees may only be made by the CEO.

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In order to help ensure that directors exercise independent judgment in considering any transaction or agreement in which a director or executive officer has a material interest, any director or executive officer with such an interest is expected to declare the interest and would generally not be present for any substantive discussion or vote regarding the matter.

POSITION DESCRIPTIONS

The Chair of the Board of Directors, Lead Director and Committee Chairs

The Board of Directors has approved a position description for each of the chair of the Board of Directors and Lead Director. The Lead Director position description provides that the Lead Director is appointed where the chair of the Board of Directors is not an independent director, to assist the chair of the Board of Directors in fulfilling his or her duties and the Board of Directors in fulfilling its duties independent of senior management and to ensure that directors have an independent leadership contact.

The current Chair of the Board of Directors is Mr. Sharpe who is an independent director. The Company does not currently have a Lead Director, as the Chair is an independent director.

The position description for the Chair delegates to him, or her, the responsibility for, among other things:

facilitating the effective operation and management of, and providing strong leadership to, the Board of Directors, including taking steps to foster the Board of Directors' understanding of its responsibilities and boundaries with management;
presiding over meetings of the Board of Directors and, unless the Board of Directors determines otherwise, shareholder meetings, ensuring that both are conducted in an efficient and effective manner;
taking the principal initiative in scheduling meetings of the Board of Directors:
organizing and presenting the agenda for Board of Directors meetings such that all of the responsibilities assigned to the Board of Directors under the terms of its Charter are discharged on a timely and diligent basis, and the CEO and members of the Board of Directors have input into the agendas;
monitoring the adequacy of materials provided to the Board of Directors by senior management in connection with the Board of Directors deliberations; and
ensuring that members of the Board of Directors have sufficient time to review the materials provided to them and to fully discuss the business that comes before the Board of Directors;
together with the Corporate Governance and Nominating Committee, overseeing the responsibilities and functions delegated to Committees of the Board of Directors;
attending and participating in board committee meetings in an ex-officio capacity;
keeping the Board of Directors current in a timely and candid fashion on major developments, and providing the Board of Directors with sufficient information to enable it to fulfill its mandate;
as requested by the Corporate Governance and Nominating Committee, assisting in the recruitment of new directors;
leading the performance evaluation of the CEO and in presenting recommendations therewith to the Compensation and Human Resources Committee and, subsequently, to the Board of Directors;
communicating to the CEO (and other members of management as warranted) any matters arising from the Board of Directors, shareholders and other stakeholders that require management's attention;
recommending procedures to enhance the work of the Board of Directors and cohesiveness among directors;
supporting the development of succession plans for senior management as required by the Corporate Governance and Nominating Committee; and
performing such other functions as may be ancillary to the duties and responsibilities described above and as may be delegated to the Chair by the Board of Directors from time to time.

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The position description for the Lead Director delegates to him or her, if appointed, the responsibility for, among other things, assisting the chair of the Board of Directors in promoting the proper flow of information to the members of the Board of Directors to keep the members of the Board of Directors fully apprised of all matters which are material to members of the Board of Directors at all times, providing leadership to the Board of Directors if circumstances arise in which the chair of the Board of Directors may, or may be perceived to, have a conflict of interest and presiding over meetings of the members of the Board of Directors or the Company's Shareholders when the chair of the Board of Directors is absent or when the Board of Directors determines the Lead Director should do so.

The Board of Directors has also approved position descriptions for the chairs of each of the Audit Committee, Compensation and Human Resources Committee and Corporate Governance and Nominating Committee that delegate to such chairs the responsibility for, among other things, recommending procedures to enhance the work of each respective Committee, facilitating performance reviews and evaluating each such Committee and its members in accordance with the respective Charter and facilitating the assessment and adequacy of the Charter for each Committee. Each chair will be the liaison between the Committee and the Board of Directors and senior management of Postmedia.

The Chief Executive Officer

The Board of Directors has approved a position description for the CEO that delegates to him or her the responsibility for providing strategic leadership and vision by working with the Board of Directors and the senior management team to establish, implement and oversee our long-term goals, strategies, plans and policies, subject to the direction and oversight of the Board of Directors. The CEO shall be Postmedia's primary representative for the purposes of communicating all material business matters of the Company to the public on behalf of the Company, while the CFO shall be the primary person to communicate all matters in respect of the Company's financial statements. The CEO reports formally to the Board of Directors, as well as less formally through discussions with members of the Board of Directors, to advise the Board of Directors on a timely basis of matters material to the directors relevant to the discharge of their duties.

ORIENTATION AND CONTINUING EDUCATION

Senior management, working with the Corporate Governance and Nominating Committee, provides appropriate orientation and education for new directors to familiarize them with Postmedia and its business and the role of the Board of Directors, the Committees and directors. All directors are provided with current copies of all Board of Directors and Committee charters, policies and role descriptions. New directors are also offered in-depth orientation sessions by way of individual meetings with the senior management and other directors.

On an ongoing basis, senior management and the Board of Directors' advisors provide periodic presentations to the Board of Directors to ensure that directors are aware of our business and operations and industry trends and practices. These presentations include those made at Board of Directors meetings as well as presentations made at informal sessions held prior to regularly scheduled Board of Directors meeting.

The Board of Directors is to meet at least four times a year, and more frequently as circumstances require. All members of the Board of Directors are expected to be at all meetings.

BOARD OF DIRECTORS RENEWAL, ANNUAL EVALUATION AND SKILLS MATRIX REVIEW

Postmedia has not adopted term limits as the Board of Directors ensures adequate board renewal through a variety of initiatives, including an annual review of a skills matrix reflecting the skills of the Board of Directors ("Skills Matrix") and an annual evaluation.

The Board of Directors and the Corporate Governance and Nominating Committee review the Skills Matrix to ensure that the Board of Directors possesses the requisite experience, expertise and business and operational insight for the effective stewardship of the Company.

In addition, under the supervision of the Corporate Governance and Nominating Committee, the directors conduct a formal written evaluation at least once every two years (and an informal evaluation each year in which a written evaluation has not been conducted) of: (a) the performance and effectiveness of the Board of Directors as a whole and of each Committee; and (b) individual directors, by way of peer evaluation and self-evaluation. As part of such process, each director completes a detailed questionnaire which requires them to assess the performance of the Board of Directors or the applicable Committee. The questionnaires require input on the role, responsibilities and effectiveness of the Board of

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Directors and each Committee, its membership, the conduct of meetings, the performance of the Chair of the Board of Directors, and any improvements that could be made to enhance its effectiveness. The results of the evaluations are then reviewed by the chair and the Corporate Governance and Nominating Committee, and the Corporate Governance and Nominating Committee reports thereon to the Board of Directors.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has established three standing Committees to assist it in discharging its mandate. The roles of the Committees as part of our governance process are outlined below. Each Committee shall review and assess its mandate at least annually, has the authority to retain special legal, accounting or other advisors and, is chaired by an independent director.

Composition of Committees

The members of the Board of Directors' Committees have been appointed by the Board of Directors and will in the future be appointed by the Board of Directors upon the recommendation of the Corporate Governance and Nominating Committee.

Audit Committee

The current members of the Audit Committee are Mmes. Henkelman (Chair), Ecker and Junck and Mr. Gasparro. Mr. Gasparro will not seek re-election at the Meeting and will be stepping down as director of the Board of Directors and member of the Compensation and Human Resources Committee and the Audit Committee. The Audit Committee assists the Board of Directors in, among other things, its oversight and evaluation of: (a) the quality and integrity of the financial statements of Postmedia; (b) the compliance by Postmedia with legal and regulatory requirements in respect of financial disclosure; (c) the qualification, independence and performance of the independent auditor; (d) the assessment, monitoring and management of the financial, reporting and compliance risks involved with Postmedia's business; (e) the enterprise risk management process; and (f) the performance of the CFO.

The text of the Audit Committee's Charter may be found in the Company's latest Annual Information Form, the full text of which is available on SEDAR+ at www.sedarplus.ca. Upon request, the Company will promptly provide a copy of the Audit Committee's Charter to a securityholder of the Company free of charge.

All members of the Audit Committee are independent and "financially literate" as contemplated by the rules of the Canadian Securities Administrators. When considering criteria for determinations of financial literacy, Audit Committee members must be able to read and understand financial statements of a breadth and level of complexity of accounting issues generally comparable to the issues expected to be raised by our consolidated financial statements. For more information on the relevant education and experience of the members of the Audit Committee, see "Board of Directors – Director Biographies" in this document and "Audit Committee Information – Relevant Education and Experience" in the Annual Information Form, the full text of which is available on SEDAR+ at www.sedarplus.ca. Upon request, the Company will promptly provide a copy of the Annual Information Form to a securityholder of the Company free of charge.

The following table summarizes fees billed by the Company's external auditor for the years ended August 31, 2024 and 2023 for audit and non-audit related services provided to the Company and its subsidiaries:

YEAR	AUDIT FEES ($)	AUDIT RELATED FEES ($)	TAX FEES ($)	ALL OTHER FEES ($)
Fiscal 2024	626,700	-	70,941	-
Fiscal 2023	556,200	92,000(1)	61,700	-

Notes:
(1) Includes fees incurred with respect to specified procedures on new auditing standards and the integration of BNI.

The Audit Committee charter provides that the Audit Committee is to meet at least quarterly and is to meet separately with senior management periodically, and with the independent auditor as appropriate. The Audit Committee will also meet in-camera at each of its regularly scheduled meetings.

None of the members of the Audit Committee may serve on the audit committee of more than three public companies in addition to Postmedia without the prior approval of the Audit Committee, the Corporate Governance and Nominating Committee and the Board of Directors. None of the members of the Audit Committee serve on the audit committee of more than three other public companies.

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Compensation and Human Resources Committee

The current members of the Compensation and Human Resources Committee are Ms. Junck (Chair) and Messrs. Gasparro, Rotstein and Sharpe. Mr. Gasparro will not seek re-election at the Meeting and will be stepping down as director of the Board of Directors and member of the Compensation and Human Resources Committee. The Compensation and Human Resources Committee is not composed entirely of independent directors. The Board of Directors has determined that Mr. Rotstein is not an independent director. For more information, see "Statement of Corporate Governance Practices – Independence". However, the Board of Directors has ensured that there is an objective process for determining compensation by ensuring a majority of the members of the Compensation and Human Resources Committee are independent directors.

The Compensation and Human Resources Committee assists the Board of Directors in discharging its responsibilities relating to: (a) recruitment, development and retention of senior management; (b) appointment and compensation of senior management; (c) senior management succession planning; and (d) compensation structure for the Board of Directors and senior management, including salaries, annual and long-term incentive plans and plans involving share options, share issuances and share unit awards. The Compensation and Human Resources Committee makes recommendations to the Board of Directors and reviews the adequacy and form of directors' compensation annually to ensure that such compensation reflects the responsibilities and risks involved in being an effective director.

The Compensation and Human Resources Committee charter provides that the Compensation and Human Resources Committee is to meet at least twice annually, and is to meet separately with senior management periodically, and with outside advisors as appropriate. The Compensation and Human Resources Committee will also meet in-camera at each of its regularly scheduled meetings.

Corporate Governance and Nominating Committee

The current members of the Corporate Governance and Nominating Committee are Messrs. Sharpe (Chair) and Mmes. Ecker and Henkelman. The Board of Directors has ensured that there is an objective nomination process by ensuring a majority of the members of the Corporate Governance and Nominating Committee are independent directors. In addition to making recommendations as to the size of the Board of Directors, nominees for election as directors and the composition of Committees, the Corporate Governance and Nominating Committee is intended to: (a) enhance Postmedia's corporate governance process through the development and recommendation to the Board of Directors of appropriate corporate governance guidelines; (b) administer the Code of Business Conduct; (c) assist the Board of Directors and the Committees in their annual review of their performance and their charters; and (d) undertake such other initiatives that may be necessary or desirable to enable the Board of Directors to provide effective corporate governance. The Corporate Governance and Nominating Committee has been granted the authority and direction to take such other initiatives as are needed to help the Board of Directors address corporate governance issues.

The Corporate Governance and Nominating Committee charter provides that the Corporate Governance and Nominating Committee is to meet at least twice annually, and is to meet separately with senior management periodically, and with outside counsel as appropriate. The Corporate Governance and Nominating Committee will also meet in-camera at each of its regularly scheduled meetings.

CONFLICTS OF INTEREST

Chatham LLC is located at 26 Main Street, Suite 204, Chatham, New Jersey, USA 07928. Chatham owns 62,331,849 Variable Voting Shares and a significant portion of the Company's 10.5% First-Lien Senior Secured Notes due 2028 ("New First-Lien Notes") and 10.25% Senior Secured Notes due 2024 ("Second-Lien Notes"). The Second-Lien Notes were issued on October 5, 2016 and the New First Lien Notes were issued in connection with a refinancing transaction completed in fiscal 2024 ("Fiscal 2024 Refinancing Transaction"). For more information, see "General Development of the Business – History of the Corporation" in the Company's latest Annual Information Form dated November 21, 2024, which is available on SEDAR+ at www.sedarplus.com. Upon request, the Company will promptly provide a copy of the Annual Information Form to a securityholder of the Company free of charge. Chatham's combined debt (i.e., a significant portion of the New First-Lien Notes and Second-Lien Notes) and equity holdings, along with Mr. Rotstein's relationship with Chatham, and in particular, Mr. Rotstein's nomination to the Board pursuant to Chatham's nominating rights under a support agreement dated July 7, 2016 (which rights have since expired), may give rise to a potential conflict of interest. Mr. Rotstein is also currently engaged as a consultant with an associated company of Chatham.

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The McClatchy Company, LLC ("McClatchy"), an affiliate of Chatham, is located at 1601 Alhambra Boulevard, Suite 100, Sacramento, California, USA 95816. On October 11, 2024, Postmedia Network Inc. entered into a services agreement ("McClatchy Services Agreement") with McClatchy. Under the McClatchy Services Agreement, which will have a term of three (3) years unless terminated earlier in accordance with its terms, McClatchy will provide Postmedia with web development services, including vendor management and integration, updates and maintenance of the software, analytics functionality, and content management functionality (but not content creation), as well as web hosting services, including hosting, data security, backups and recovery, connectivity and bandwidth, maintenance, technical support, and storage management. The fees payable by Postmedia Network Inc. as consideration under the Services Agreement to McClatchy are expected to total US$9.4 million on an annual basis. Mr. Bode's engagement as the Chief Financial Officer of Postmedia may give rise to a potential or actual conflict of interest, as Mr. Bode currently serves as a director of McClatchy. As required by the TSX company manual, the Company obtained approval to enter into the McClatchy Services Agreement from the TSX and from shareholders beneficially owning or controlling, in the aggregate, Shares representing more than 50% of the voting rights attached to the Company's issued and outstanding Shares (excluding voting rights attached to Shares beneficially owned or controlled by Chatham).

Although the Company does not believe that either the Fiscal 2024 Refinancing Transaction or the McClatchy Services Agreement is material to the Company, the Company believes that the foregoing disclosure provides helpful context.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed in this Circular, to the knowledge of the Board of Directors and executive officers of Postmedia, no "informed person" (as defined in National Instrument 51-102 – Continuous Disclosure Obligations) or any associate or affiliate of any informed person, has had any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any material transaction with Postmedia since September 1, 2023 or has any such interest in any proposed transaction that has materially affected or would materially affect Postmedia or our subsidiaries.

ADDITIONAL INFORMATION

Additional information relating to Postmedia is available on SEDAR+ at www.sedarplus.ca and financial information relating to the Company is provided in Postmedia's audited consolidated financial statements and management's discussion and analysis for the years ended August 31, 2024 and 2023.

To request copies of Postmedia's audited consolidated financial statements, management's discussion and analysis, Annual Information Form, or its Code of Business Conduct and Ethics, Shareholders may contact Postmedia's Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary, Gillian Akai, at Postmedia Place, 365 Bloor Street East, 12th Floor, Toronto, Ontario M4W 3L4, or by email at [email protected].

DIRECTORS' APPROVAL

The contents of this Circular and the sending thereof to our Shareholders have been approved by the Board of Directors of Postmedia Network Canada Corp.

BY ORDER OF THE BOARD OF DIRECTORS

h. P S

PETER SHARPE

CHAIR OF THE BOARD OF DIRECTORS

January 9, 2025

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SCHEDULE "A"

BOARD OF DIRECTORS CHARTER

POSTMEDIA NETWORK CANADA CORP.

(the "Company")

PURPOSE

The board of directors of the Company ("Board of Directors") is elected by the Company's shareholders to supervise the management of the business and affairs of the Company, in the best interests of the Company. The Board of Directors shall:

Review and approve the strategic plan and business objectives of the Company that are submitted by senior management and monitor the implementation by senior management of the strategic plan. During at least one meeting each year, the Board of Directors will review the Company's long-term strategic plans and the principal issues that the Company expects to face in the future;
Assess, monitor and manage the principal strategic risks, and review the operational, reporting and compliance risks (together with the strategic risks, the "Risks") for the Company and oversee, with the assistance of the Audit Committee, the implementation and monitoring of appropriate risk management systems;
Ensure, with the assistance of the Corporate Governance and Nominating Committee, the effective functioning of the Board of Directors and its committees in compliance with the corporate governance requirements of applicable legislation, and that such compliance is reviewed periodically by the Corporate Governance and Nominating Committee;
Assess whether internal controls and management information systems for the Company are in place and ensure they are evaluated and reviewed periodically on the initiative of the Audit Committee, including, the Timely Disclosure, Confidentiality and Insider Trading Policy;
Assess the performance of the Company's senior management, including monitoring the establishment of appropriate systems for succession planning (including the development of policies and principles for President and Chief Executive Officer selection and performance review and policies regarding succession in an emergency or upon retirement of the President and Chief Executive Officer) and for periodically monitoring the compensation levels of such senior management based on determinations and recommendations made by the Compensation Committee;
Ensure that the Company has in place a policy for effective communication with shareholders, other stakeholders and the public generally; and
Review and, where appropriate, approve the recommendations made by the various committees of the Board of Directors, including, without limitation, to: (a) select nominees for election to the Board of Directors; appoint directors to fill vacancies on the Board of Directors, and (b) appoint members of the various committees of the Board of Directors; and, establish the form and amount of director compensation.

COMPOSITION

The Board of Directors collectively should possess a broad range of skills, expertise, industry and other knowledge, and business and other experience useful to the effective oversight of the Company's business. The Board of Directors should be comprised of that number of individuals which will permit the Board of Directors' effective functioning. The appointment and removal of directors shall occur in accordance with the Company's by-laws and any existing resolutions. A majority of the Board of Directors should meet the independence requirements of any applicable legislation, regulatory requirements and policies, including, but not limited to, the independence requirements set out in section 1.4 of National Instrument 52-110 – Audit Committees. The Board of Directors, upon the recommendation of the Corporate Governance and Nominating Committee, shall designate the Chair of the Board of Directors (the "Chair") by majority vote of the Board of Directors and, where the Chair is not independent, designate a Lead Director by a majority vote of the Board of Directors.

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At least 25% of the Board of Directors shall be "resident Canadians", as contemplated by the Canada Business Corporations Act. Additionally, more than 51% of the directors, including the Chair, shall be Canadian citizens.

MEETINGS

The Board of Directors shall meet at least four times each year and more frequently as circumstances require. All members of the Board of Directors should strive to be at all meetings. The Board of Directors shall meet separately, periodically, without senior management, and may request any member of the Company's senior management or the Company's outside counsel or independent auditor to attend meetings of the Board of Directors or with advisors thereto.

A majority of the number of directors of the Company shall constitute a quorum for the transaction of business. Subject subsections 111(1), 114(4) and 117(1) of the Canada Business Corporations Act, no business shall be transacted by the directors except at a meeting of the Board of Directors at which quorum is present and at which at least 25% of the directors present are "resident Canadians", as contemplated by the Canada Business Corporations Act. Additionally, more than 51% of the directors present shall be Canadian citizens.

RISKS

The Board of Directors shall:

Approve a policy that sets out the Risks philosophy of the Company and the expectations and accountabilities for identifying, assessing, monitoring and managing Risks ("ERM Policy") that is developed and is to be implemented by senior management.
Meet with senior management to review and discuss senior management's timely identification of the most significant Risks, including those Risks related to or arising from the Company's weaknesses, threats to the Company's business and the assumptions underlying the Company's strategic plan ("Principal Risks").
Approve a formalized, disciplined and integrated enterprise risk management process, upon recommendation of the Audit Committee, that is developed by senior management to monitor, manage and report Principal Risks.
Review management policies (and changes thereto) setting out the framework within which each identified Principal Risk of the Company shall be managed.
At least semi-annually, obtain from senior management a report specifying the management of the Principal Risks of the Company including compliance with the ERM Policy and other policies of the Company for the management of Principal Risks.

COMMITTEES

The Board of Directors may delegate authority to individual directors and committees where the Board of Directors determines it is appropriate to do so. The Board of Directors expects to accomplish a substantial amount of its work through committees and shall form at least the following three committees: (i) the Audit Committee; (ii) the Compensation and Human Resources Committee; and (iii) the Corporate Governance and Nominating Committee. The Board of Directors may, from time to time, establish or maintain additional standing or special committees as it determines to be necessary or appropriate. Each committee should have a written charter and should report regularly to the Board of Directors, summarizing the committee's actions and any significant issues considered by the committee.

INDEPENDENT ADVICE

In discharging its mandate, the Board of Directors shall have the authority to retain (and authorize the payment by the Company of) and receive advice from special legal, accounting or other advisors as the Board of Directors determines to be necessary to permit it to carry out its duties.

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EVALUATION

At least once in each two year period in the case of (a) below and annually in the case of (b) below, or more frequently at the request of the Executive Vice President, Chief Administrative Officer and General Counsel and Corporate Secretary as a result of legislative or regulatory changes, the Board of Directors through the Corporate Governance and Nominating Committee shall, in a manner it determines to be appropriate:

a) conduct a review and evaluation of the performance of the Board of Directors and its members and committees, including the compliance of the Board of Directors with this Charter. This evaluation will focus on the contribution of the Board of Directors to the Company and specifically focus on areas in which the directors and senior management believe that the contribution of the Board of Directors could be improved; and

b) Review and assess the adequacy of this Charter and the position description for the Chair and make any improvements the Board of Directors determines to be appropriate, except for minor technical amendments to this Charter, authority for which is delegated to the Executive Vice President, Chief Administrative Officer and General Counsel and Corporate Secretary, who will report any such amendments to the Board of Directors at its next regular meeting.

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AI assistant

Postmedia Network Canada — Proxy Solicitation & Information Statement 2025

46773_rns_2025-01-09_a2ccd72e-2c5c-4c68-b62a-feac6d489bcd.pdf

POSTMEDIA

TABLE OF CONTENTS

POSTMEDIA NETWORK CANADA CORP.

MANAGEMENT INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

VOTING INFORMATION

VOTING MATTERS

WHO CAN VOTE

VOTING YOUR SHARES

VOTING YOUR SHARES BY PROXY

DEADLINE FOR PROXIES

YOUR PROXY VOTE

APPOINTING A PROXYHOLDER

REVOKING YOUR PROXY

VOTING BY NON-REGISTERED SHAREHOLDERS

ADDITIONAL MATTERS PRESENTED AT THE MEETING

INTERESTS OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

DESCRIPTION OF SHARES

Voting Rights

Conversion of Shares and Coattail Provisions

Quorum and Principal Holders

MATTERS TO BE ACTED UPON AT THE MEETING

FINANCIAL STATEMENTS

RE-APPOINTMENT OF AUDITOR

ELECTION OF DIRECTORS

BOARD OF DIRECTORS

DIRECTOR BIOGRAPHIES

PETER SHARPE (CHAIR)

JANET ECKER

WENDY HENKELMAN

MARY JUNCK

ANDREW MACLEOD

DANIEL ROTSTEIN

CEASE TRADE ORDERS, BANKRUPTCIES OR PLANS OF ARRANGEMENT

PENALTIES OR SANCTIONS

STATEMENT OF EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

NAMED EXECUTIVE OFFICERS

COMPENSATION GOVERNANCE

Role of the Compensation and Human Resources Committee

Risk Mitigation

Hedging Policy

Role of the Independent Advisor

Executive Compensation Guiding Principles

COMPETITIVE BENCHMARKING

HOW POSTMEDIA MAKES EXECUTIVE COMPENSATION DECISIONS

EXECUTIVE COMPENSATION COMPONENTS AND THEIR OBJECTIVES

Salary

Annual Short-Term Incentive Plan

Long-Term Incentive Plans

Benefits and Perquisites

Pension Plans

SUMMARY COMPENSATION TABLE

Notes:

PERFORMANCE GRAPH

PAY FOR PERFORMANCE

INCENTIVE PLANS

Stock Option Plan

Restricted Share Unit Plan

Cash Plan

Outstanding Share-Based Awards and Option-Based Awards

Notes:

Value Vested or Earned During the Year

Notes:

EMPLOYMENT AND CONSULTING AGREEMENTS

Termination and Change of Control Benefits

DIRECTOR COMPENSATION

Annual Fees

Director Compensation Table

INSURANCE COVERAGE FOR DIRECTORS AND OFFICERS AND INDEMNIFICATION

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

BURN RATE

Notes:

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

BOARD OF DIRECTORS

Board of Directors Composition and Nomination Process

Board Interlocks

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