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  • ANNUAL INFORMATION FORM FISCAL YEAR ENDED JANUARY 31, 2016

    April 22, 2016

  • TABLE OF CONTENTS

    1 Explanatory Notes ........................................................................................ 1 2 Corporate Structure ...................................................................................... 3 3 General Development of the Business ....................................................... 4 4 Business of the Corporation ....................................................................... 8 5 Risk Factors ................................................................................................ 19 6 Description of Capital Structure ................................................................ 30 7 Dividends ..................................................................................................... 31 8 Description of Material Indebtedness ....................................................... 32 9 Ratings ......................................................................................................... 35 10 Market for Securities .................................................................................. 36 11 Directors and Officers ................................................................................ 36 12 Audit Committee Information .................................................................... 42 13 Legal Proceedings and Regulatory Actions ............................................ 43 14 Interest of Management and Others in Material Transactions ............... 43 15 Transfer Agent and Registrar .................................................................... 44 16 Material Contracts ....................................................................................... 44 17 Interests of Experts .................................................................................... 44 18 Additional Information................................................................................ 44 APPENDIX A Charter of the Audit Committee ............................................ A-1

  • Dollarama Inc. Annual Information Form Page 1

    1 EXPLANATORY NOTES

    Unless otherwise indicated, the information in this annual information form (the Annual Information Form) is stated as at January 31, 2016, the last day of the Corporations most recently completed fiscal year, and all dollar amounts are expressed in Canadian dollars.

    References to Dollarama or the Corporation refer to Dollarama Inc. and all of its subsidiaries, collectively, or to Dollarama Inc. or one or more of its subsidiaries, as applicable.

    Information on numbers of common shares and per share amounts presented in this Annual Information Form has been retrospectively restated to reflect the Share Split (as hereinafter defined).

    1.1 Forward-Looking Statements

    Certain statements in this Annual Information Form about current and future plans, expectations and intentions, results, levels of activity, performance, goals or achievements or any other future events or developments constitute forward-looking statements. The words may, will, would, should, could, expects, plans, intends, trends, indications, anticipates, believes, estimates, predicts, likely or potential or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements. Forward-looking statements are based on information currently available and on estimates and assumptions made by management regarding, among other things, general economic conditions and the competitive environment within the retail industry in Canada, in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors deemed appropriate and reasonable in the circumstances. However, there can be no assurance that such estimates and assumptions will prove to be correct. Many factors could cause actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including, but not limited to, the following factors, which are discussed in greater detail in the Risk Factors section of this Annual Information Form: future increases in operating and merchandise costs, inability to sustain assortment and replenishment of merchandise, increase in the cost or a disruption in the flow of imported goods, failure to maintain brand image and reputation, disruption of distribution infrastructure, inventory shrinkage, inability to renew store, warehouse, distribution center and head office leases on favourable terms, inability to increase warehouse and distribution center capacity in a timely manner, seasonality, market acceptance of private brands, failure to protect trademarks and other proprietary rights, foreign exchange rate fluctuations, potential losses associated with using derivative financial instruments, level of indebtedness and inability to generate sufficient cash to service debt, changes in creditworthiness and credit rating and the potential increase in the cost of capital, interest rate risk associated with variable rate indebtedness, competition in the retail industry, current economic conditions, departure of senior executives, failure to attract and retain quality employees, disruption in information technology systems, inability to protect systems against cyber attacks, unsuccessful execution of the growth strategy, holding company structure, adverse weather, natural disasters and geo-political events, unexpected costs associated with current insurance programs, product liability claims and product recalls, litigation and regulatory and environmental compliance.

    These factors are not intended to represent a complete list of the factors that could affect the Corporation; however, they should be considered carefully. The purpose of the forward-looking statements is to provide the reader with a description of managements expectations regarding the Corporations financial performance and may not be appropriate for other purposes. Readers should not place undue reliance on forward-looking statements made herein. Furthermore, unless otherwise stated, the forward-looking statements contained in this Annual Information Form are made as at the date of this Annual Information Form, and management has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. The forward-looking statements contained in this Annual Information Form are expressly qualified by this cautionary statement.

  • Dollarama Inc. Annual Information Form Page 2

    1.2 GAAP and Non-GAAP Measures

    The Corporations financial statements, available on SEDAR at www.sedar.com, are prepared in accordance with generally accepted accounting principles (GAAP) in Canada as set out in the CPA Canada Handbook Accounting under Part 1, which incorporates International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB).

    This Annual Information Form makes reference to EBITDA, a non-GAAP measure representing operating income plus depreciation and amortization. This non-GAAP measure is not recognized under GAAP, does not have a standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. Management believes that the presentation of non-GAAP measures is appropriate. However, non-GAAP measures have important limitations as analytical tools, and readers should not consider them in isolation, or as substitutes for analysis of the Corporations results as reported under GAAP.

    Reference is made to the section entitled Selected Consolidated Financial Information of the Corporations annual managements discussion and analysis, available on SEDAR at www.sedar.com, for additional information on non-GAAP measures and for the reconciliation of EBITDA to the most directly comparable GAAP measure.

    1.3 Market and Industry Data

    The market and industry data presented in this Annual Information Form has been obtained from a combination of internal company surveys, third party information, including third party websites, and estimates of management. While those sources are believed to be reliable, they have not been verified by any independent sources, and management has no assurance that the information contained in third party websites is current and up-to-date. While management is not aware of any misstatements regarding the market and industry data presented in this Annual Information Form, such data involves risks and uncertainties and is subject to change based on various factors, including those discussed under Forward-Looking Statements and Risk Factors.

    http://www.sedar.com/http://www.sedar.com/

  • Dollarama Inc. Annual Information Form Page 3

    2 CORPORATE STRUCTURE

    2.1 Name, Address and Incorporation

    The Corporation was incorporated under the Canada Business Corporations Act (CBCA) by articles of incorporation dated October 20, 2004 under the name 4258401 Canada Inc. The Corporations name was thereafter changed to Dollarama Capital Corporation pursuant to articles of amendment dated November 16, 2004. The Corporations articles were further amended on December 20, 2006 to, among other things, create classes of common and preferred shares, and on September 8, 2009 to change its name to Dollarama Inc. Immediately preceding the closing of its initial public offering on October 16, 2009, the Corporation amalgamated with 4513631 Canada Inc., one of its holding corporations, under the CBCA pursuant to articles of amalgamation dated