Special Meeting/Management Information Circular - at Cineplex.com

NOTICE OF MEETING
AND
MANAGEMENT INFORMATION CIRCULAR
for a
SPECIAL MEETING
OF
UNITHOLDERS OF
CINEPLEX GALAXY INCOME FUND
with respect to a
PLAN OF ARRANGEMENT
involving
CINEPLEX GALAXY INCOME FUND, CINEPLEX GALAXY TRUST,
CINEPLEX ODEON CORPORATION, CELP 2007 INC., CELP 2007 LIMITED
PARTNERSHIP, CINEPLEX ENTERTAINMENT CORPORATION, CINEPLEX
ENTERTAINMENT LIMITED PARTNERSHIP AND CINEPLEX INC.
and the Unitholders of
CINEPLEX GALAXY INCOME FUND
THIS BOOKLET CONTAINS
IMPORTANT INFORMATION
November 1, 2010

CINEPLEX GALAXY INCOME FUND
SPECIAL MEETING OF UNITHOLDERS
THIS BOOKLET EXPLAINS:
details of the matters to be voted upon at the special meeting (the “Meeting”) of unitholders of Cineplex
Galaxy Income Fund (the “Fund”); and
how to exercise your vote even if you are unable to attend the Meeting.
THIS BOOKLET CONTAINS:
a letter from Ellis Jacob, the Chief Executive Officer of Cineplex Entertainment Corporation;
the notice of a special meeting of unitholders;
an information circular (the “Information Circular”); and
a form of proxy (a “Form of Proxy”) that you may use to vote your units of the Fund without attending the
Meeting.
The Information Circular and Form of Proxy are furnished in connection with the solicitation of proxies by
or on behalf of the trustees of the Fund for use at the Meeting to be held on December 2, 2010.
At this Meeting, unitholders will be asked to consider and, if thought advisable, approve:
the conversion of the Fund from an income trust to a corporation; and
certain amendments to the Fund’s existing unit option plan, which unit option plan will be adopted by the
corporation resulting from the conversion.
Your presence, or at least your vote if you are unable to attend in person, is important.
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November 1, 2010
Dear Unitholders:
You are invited to attend the special meeting (the “Meeting”) of the holders (“Unitholders”) of units (“Units”) of Cineplex
Galaxy Income Fund (the “Fund”) to be held at the offices of Goodmans LLP, Bay Adelaide Centre, 333 Bay Street, Suite
3400, Toronto, Ontario, on Thursday, December 2, 2010 at 4:00 p.m. (Toronto time).
At the Meeting, Unitholders will be asked to consider and vote upon a proposed reorganization of the Fund pursuant to a
plan of arrangement (the “Arrangement”) and certain amendments to the Fund’s existing unit option plan, which unit
option plan will be adopted by Cineplex Inc. (“Newco”) if the Arrangement is completed.
The purpose of the Arrangement is to convert the Fund from an income trust to a corporation (the “Conversion”). Some of
the reasons for the Conversion are:
commencing in 2011, the tax savings to the Fund from distributions to unitholders will be eliminated as a
consequence of the Canadian Federal Government’s October 31, 2006 announcement relating to the taxation of
income trusts and subsequent legislation implementing these proposals;
it is anticipated that the reorganized structure of the Fund as a corporation may attract new investors, including
non-resident investors, and provide, in the aggregate, a more active, attractive and liquid market for the Common
Shares (as defined below) than currently exists for the Units;
it is anticipated that the Fund Group’s financial and operational performance will be more easily valued relative to
other publicly held companies; and
the board of trustees (the “Board”) of the Fund believes a corporate structure may enhance Newco’s access to
capital.
Pursuant to the terms of the Arrangement, holders of Units will receive, in exchange for each of their Units, one common
share (a “Common Share”) of Newco. Prior to the Arrangement, holders of Class B limited partnership units
(“Exchangeable LP Units”) of Cineplex Entertainment Limited Partnership, other than members of the Fund Group, will
exchange their Exchangeable LP Units on the basis of one Common Share for each Exchangeable LP Unit.
Unitholders must approve the resolution approving the Arrangement by at least two-thirds of the votes cast at the Meeting,
in person or by proxy. The Arrangement is also subject to the approval of the Ontario Superior Court of Justice and certain
other conditions.
The Fund’s financial advisor, National Bank Financial Inc. (“NBF”) has provided the Board with a fairness opinion (the
“Fairness Opinion”) which indicates that the consideration to be received by the Unitholders pursuant to the Arrangement
is fair, from a financial point of view, to the Unitholders. The Board, based upon their investigations, including their
consideration of the Fairness Opinion, unanimously concluded that the Arrangement is in the best interests of the Fund, and
recommends that Unitholders vote in favour of the Arrangement.
The trustees and senior officers of the Fund and its subsidiaries, who own, directly or indirectly, or exercise control or
direction over, approximately 0.96% of the outstanding Units (including Exchangeable LP Units), have indicated that they
intend to vote in favour of the Arrangement.
The accompanying information circular provides a detailed description of the Arrangement, including information
regarding Newco and the full text of the Arrangement Agreement. Please give this material your careful consideration. If
you require assistance, consult your financial, tax or other professional advisors.
If you are unable to attend the Meeting in person, please complete and deliver the enclosed form of proxy in accordance
with the instructions set out in the accompanying information circular so that your Units can be voted at the Meeting.
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On behalf of the Board, management and the employees of the Fund, I would like to thank you for your continued support
of the Fund. We look forward to seeing you at the Meeting.
Yours very truly,
“Ellis Jacob”
Ellis Jacob
Chief Executive Officer,
Cineplex Entertainment Corporation
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CINEPLEX GALAXY INCOME FUND
NOTICE OF SPECIAL MEETING
OF UNITHOLDERS
NOTICE IS HEREBY GIVEN that pursuant to an order (the “Interim Order”) of the Superior Court of Justice of
Ontario dated November 1, 2010, a special meeting (the “Meeting”) of the holders (the “Unitholders”) of units
(“Units”) of Cineplex Galaxy Income Fund (the “Fund”) will be held at the offices of Goodmans LLP, Bay
Adelaide Centre, 333 Bay Street, Suite 3400, Toronto, Ontario, on Thursday, December 2, 2010 at 4:00 p.m.
(Toronto time) for the following purposes:
(a) to consider pursuant to the Interim Order, and, if deemed advisable, to pass, with or without
alteration or modification, a special resolution, the full text of which is set forth in Appendix “A”
to the accompanying information circular (the “Information Circular”), approving a plan of
arrangement under Section 182 of the Business Corporations Act (Ontario) involving the Fund,
Cineplex Galaxy Trust, Cineplex Odeon Corporation, CELP 2007 Inc., CELP 2007 Limited
Partnership, Cineplex Entertainment Corporation, Cineplex Entertainment Limited Partnership,
Cineplex Inc. (“Newco”) and the unitholders of the Fund (the “Arrangement”), providing for the
conversion of the Fund from an income trust to a corporation;
(b) to consider and, if deemed advisable, to pass, with or without alteration or modification, a
resolution, the full text of which is set forth in Appendix “B” to the Information Circular, to
approve, subject to completion of the Arrangement, amendments to the Fund’s unit option plan
(which unit option plan will be adopted by Newco if the Arrangement is completed) as more
particularly described in the Information Circular; and
(c) to transact such other business as may properly come before the Meeting or any postponement or
adjournment thereof.
As a holder of Units, you are entitled to attend the Meeting and to cast one vote for each Unit that you own. If you
are a registered Unitholder and are unable to attend the Meeting, you will still be able to vote on the items of
business set out above by completing the form of proxy included with the Information Circular. To be valid,
registered Unitholders must submit the form of proxy not later than 4:00 p.m. (Toronto time) on November 30, 2010
or, if the Meeting is adjourned, not later than 48 hours (excluding Saturdays, Sundays and statutory holidays)
preceding the time for any reconvened meeting, at the offices of the Proxy Department, CIBC Mellon Trust
Company, Attention: Proxy Department, P.O. Box 721, Agincourt, ON M1S 0A1, or fax to CIBC Mellon Trust
Company, Attention: Proxy Department at 416-368-2502.
If you are a non-registered beneficial Unitholder, you must follow the instructions provided by your broker,
securities dealer, bank, trust company or similar entity in order to vote your Units.
The accompanying Information Circular provides additional information relating to the matters to be dealt with at
the Meeting and forms part of this notice.
DATED at Toronto, Ontario, November 1, 2010.
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By Order of the Trustees
“Ellis Jacob”
Chief Executive Officer,
Cineplex Entertainment Corporation, as general
partner
of Cineplex Entertainment Limited Partnership,
in its capacity as the Administrator of
Cineplex Galaxy Income Fund

MANAGEMENT INFORMATION CIRCULAR
TABLE OF CONTENTS
INTRODUCTION ......................................................................................................................................................... 1
Forward-Looking Statements ............................................................................................................................... 1
Information for United States Securityholders ..................................................................................................... 2
REFERENCES TO CURRENCY ................................................................................................................................. 2
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................ 3
GLOSSARY OF TERMS .............................................................................................................................................. 4
SUMMARY .................................................................................................................................................................. 9
The Meeting .......................................................................................................................................................... 9
The Arrangement .................................................................................................................................................. 9
Recommendation of the Board of Trustees ......................................................................................................... 11
Procedure for Exchange of Units ........................................................................................................................ 12
Approvals of the Arrangement ........................................................................................................................... 12
Certain Canadian Federal Income Tax Considerations ....................................................................................... 12
Certain United States Income Tax Considerations ............................................................................................. 13
Other Tax Considerations ................................................................................................................................... 13
Information Concerning Newco ......................................................................................................................... 13
Pro Forma Financial Information of Newco ....................................................................................................... 13
Risk Factors ........................................................................................................................................................ 14
Amendments to the Option Plan ......................................................................................................................... 14
GENERAL PROXY MATTERS ................................................................................................................................ 15
Solicitation of Proxies ......................................................................................................................................... 15
Appointment and Revocation of Proxies ............................................................................................................ 15
Voting of Proxies ................................................................................................................................................ 15
QUORUM ................................................................................................................................................................... 16
INFORMATION FOR BENEFICIAL HOLDERS OF UNITS .................................................................................. 16
VOTING UNITS AND PRINCIPAL HOLDERS THEREOF .................................................................................... 16
SPECIAL BUSINESS OF THE MEETING ............................................................................................................... 17
Approval of the Arrangement Resolution ........................................................................................................... 17
Approval of the Option Plan Resolution ............................................................................................................. 17
BACKGROUND TO THE ARRANGEMENT ........................................................................................................... 17
Background to the Arrangement ......................................................................................................................... 17
Reasons for the Arrangement ............................................................................................................................. 18
Fairness Opinion ................................................................................................................................................. 18
Recommendation of the Board of Trustees ......................................................................................................... 18
THE ARRANGEMENT .............................................................................................................................................. 19
Effect of the Arrangement .................................................................................................................................. 19
Pre-Arrangement Steps ....................................................................................................................................... 21
Arrangement Steps .............................................................................................................................................. 21
Post Arrangement Structure ................................................................................................................................ 22
Arrangement Agreement ..................................................................................................................................... 23
Procedure for the Arrangement Becoming Effective .......................................................................................... 23
Approvals ............................................................................................................................................................ 24
Timing of Completion of the Arrangement ........................................................................................................ 26
Procedure for Exchange of Units ........................................................................................................................ 26
Expenses of the Arrangement ............................................................................................................................. 26
Stock Exchange Listing ...................................................................................................................................... 26
Securities Law Matters ....................................................................................................................................... 26
APPROVAL OF AMENDMENTS TO THE OPTION PLAN ................................................................................... 28
Increase in Number of Units Reserved For Issuance .......................................................................................... 28
Extension of Maximum Term of Unissued Options ........................................................................................... 29
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS .............................................................. 29
CERTAIN UNITED STATES INCOME TAX CONSIDERATIONS ....................................................................... 33
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OTHER TAX CONSIDERATIONS ........................................................................................................................... 36
DESCRIPTION OF THE FUND ................................................................................................................................. 36
The Business of the Fund Group ........................................................................................................................ 37
Units ................................................................................................................................................................... 38
Cash Distributions .............................................................................................................................................. 38
Market for Securities .......................................................................................................................................... 38
Trading Price and Volume .................................................................................................................................. 38
Prior Sales ........................................................................................................................................................... 39
Legal Proceedings and Regulatory Actions ........................................................................................................ 39
Transfer Agent and Registrar .............................................................................................................................. 39
DESCRIPTION OF NEWCO ...................................................................................................................................... 39
RISK FACTORS ......................................................................................................................................................... 40
Risk Factors Relating to Newco and the Arrangement ....................................................................................... 40
General Risk Factors ........................................................................................................................................... 40
EXECUTIVE AND OTHER COMPENSATION ....................................................................................................... 40
INTERESTS OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON ........................ 40
OTHER BUSINESS .................................................................................................................................................... 41
INTERESTS OF EXPERTS ........................................................................................................................................ 41
ADDITIONAL INFORMATION ............................................................................................................................... 42
TRUSTEES’ APPROVAL .......................................................................................................................................... 43
CONSENT OF NATIONAL BANK FINANCIAL INC. ............................................................................................ 45
APPENDIX “A” ARRANGEMENT RESOLUTION ............................................................................................... A-1
APPENDIX “B” OPTION PLAN RESOLUTION ................................................................................................... B-1
APPENDIX “C” INTERIM ORDER ........................................................................................................................ C-1
APPENDIX “D” NOTICE OF APPLICATION ....................................................................................................... D-1
APPENDIX “E” ARRANGEMENT AGREEMENT................................................................................................ E-1
APPENDIX “F” FAIRNESS OPINION .................................................................................................................... F-1
APPENDIX “G” INFORMATION CONCERNING NEWCO ................................................................................. G-1
APPENDIX “H” UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF CINEPLEX INC. .................... H-1
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INTRODUCTION
This information circular (the “Information Circular”) is furnished in connection with the solicitation of
proxies by or on behalf of the trustees (referred to as the “Trustees”, the “Board” or the “Board of Trustees”)
of Cineplex Galaxy Income Fund (the “Fund”) to all of the holders (“Unitholders”) of units (“Units”) of the
Fund, for use at the special meeting (the “Meeting”) of Unitholders, together with a notice of special meeting
of unitholders (the “Notice of Meeting”) and a form of proxy (a “Form of Proxy”). No Person has been
authorized to give any information or to make any representation in connection with the proposed reorganization of
the Fund pursuant to a plan of arrangement (the “Arrangement”) or any other matters to be considered at the
Meeting other than those contained in this Information Circular and, if given or made, any such information or
representation must not be relied upon as having been authorized. Solicitation of proxies will be primarily by mail,
but may also be undertaken by way of telephone, facsimile, e-mail or oral communication by the trustees, officers
and employees of the Fund and its subsidiaries, at no additional compensation. All costs associated with the
solicitation of proxies by the Fund and its subsidiaries will be borne by the Fund and its subsidiaries.
This Information Circular does not constitute an offer to buy, or a solicitation of an offer to sell, any securities, or
the solicitation of a proxy, by any Person in any jurisdiction in which such an offer or solicitation is not authorized
or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is
unlawful to make such an offer or solicitation of an offer or a proxy solicitation. Neither the delivery of this
Information Circular nor any distribution of the securities referred to in this Information Circular will, under any
circumstances, create an implication that there has been no change in the information set forth herein since the date
as of which such information is given in this Information Circular.
Unitholders should not construe the contents of this Information Circular as tax, financial or legal advice and
should consult with their own tax, financial, legal or other professional advisors as to the relevant tax,
financial, legal or other matters in connection herewith.
All summaries of, and references to, the Arrangement in this Information Circular are qualified in their entirety by
reference to the complete text of the plan of arrangement (the “Plan of Arrangement”) in connection with the
arrangement agreement dated October 28, 2010 (the “Arrangement Agreement”), a copy of which plan is attached
as Exhibit “A” to the Arrangement Agreement attached as Appendix “E” to this Information Circular. You are
urged to read the full text of the Plan of Arrangement carefully.
All capitalized terms used in this Information Circular but not otherwise defined herein shall have the meanings set
forth under “Glossary of Terms”. Information contained in this Information Circular is given as of November 1,
2010, unless otherwise specified.
FORWARD-LOOKING STATEMENTS
This Information Circular contains “forward-looking statements” within the meaning of applicable securities laws,
such as statements concerning anticipated future events, results, circumstances, performance or expectations that are
not historical facts. These statements are not guarantees of future performance and are subject to numerous risks and
uncertainties, including those described in our annual information form (the “AIF”) and in this Information Circular.
Those risks and uncertainties include adverse factors generally encountered in the film exhibition industry such as
poor film product and unauthorized copying; the risks associated with national and world events, including war,
terrorism, international conflicts, natural disasters, extreme weather conditions, infectious diseases, changes in
income tax legislation; and general economic conditions. Many of these risks and uncertainties can affect our actual
results and could cause our actual results to differ materially from those expressed or implied in any forward-looking
statement made by us or on our behalf. All forward-looking statements in this Information Circular are qualified by
these cautionary statements. These statements are made as of the date of this Information Circular and, except as
required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise. Additionally, we undertake no obligation to
comment on analyses, expectations or statements made by third parties in respect of the Fund or Cineplex
Entertainment Limited Partnership, their financial or operating results or their securities. Additional information,
including the Fund’s AIF, can be found on SEDAR at www.sedar.com.
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INFORMATION FOR UNITED STATES SECURITYHOLDERS
THE SECURITIES ISSUABLE IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR SECURITIES REGULATORY AUTHORITIES IN ANY STATE OR OTHER U.S.
JURISDICTION; NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE OR OTHER U.S. JURISDICTION
PASSED UPON THE ADEQUACY OR ACCURACY OF THIS INFORMATION CIRCULAR. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The common shares (the “Common Shares”) of Cineplex Inc. (“Newco”) to be issued under the Arrangement have
not been registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and are being
issued in reliance on the exemption from registration set forth in Section 3(a)(10) thereof on the basis of the
approval of the Court, which will consider, among other things, the fairness of the Arrangement to Unitholders. See
“The Arrangement — Securities Law Matters” for additional information.
Holders of Units should be aware that the acquisition of the securities described herein may have tax consequences
both in the United States and in Canada. Such consequences for investors who are resident in, or citizens of, the
United States are not described herein. U.S. securityholders should consult their own tax advisors with respect to
their own particular circumstances.
The solicitation of proxies hereby is not subject to the proxy requirements of Section 14(a) of the United States
Securities Exchange Act of 1934, as amended (the “1934 Act”), by virtue of an exemption applicable to proxy
solicitations by “foreign private issuers”, as defined in Rule 3b-4 under the 1934 Act. This Information Circular has
been prepared in accordance with the applicable disclosure requirements in Canada. Securityholders in the United
States should be aware that such requirements are different than those of the United States.
Financial statements and information included or incorporated by reference herein have been prepared in accordance
with generally accepted accounting principles in Canada, and are subject to auditing and auditor independence
standards in Canada. These financial statements may not be comparable to financial statements of United States
companies, and auditing and auditor independence standards may be different.
The enforcement by investors of civil liabilities under the United States federal securities laws may be affected
adversely by the fact that the Fund and its consolidated operations and its subsidiaries and affiliates (the “Fund
Group”) are incorporated or organized outside the United States, that some or all of their officers, directors, trustees
and general partners and the experts named herein are residents of a foreign country, and that all or a substantial
portion of the assets of the members of the Fund Group and said persons are located outside the United States. As a
result, it may be difficult or impossible for U.S. securityholders to effect service of process within the United States
upon any members of the Fund Group, their officers, directors, trustees and general partners or the experts named
herein, or to realize, against them, upon judgments of courts of the United States predicated upon civil liabilities
under the federal securities laws of the United States or “blue sky” laws of any state or other jurisdiction within the
United States. In addition, U.S. securityholders should not assume that the courts of Canada: (a) would enforce
judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the
federal securities laws of the United States or “blue sky” laws of any state or other jurisdiction within the United
States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under
the federal securities laws of the United States or “blue sky” laws of any state or other jurisdiction within the United
States.
See “The Arrangement – Securities Law Matters – United States” generally and for a discussion of applicable resale
limitations.
REFERENCES TO CURRENCY
Unless otherwise stated, all references in this Information Circular to monetary amounts are expressed in Canadian
dollars.
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DOCUMENTS INCORPORATED BY REFERENCE
Information has been incorporated by reference in this Information Circular from documents filed with securities
commissions or similar authorities in Canada. Copies of the documents incorporated by reference in this Information
Circular may be obtained from SEDAR at www.sedar.com or on request without charge from the Fund at 1303
Yonge Street, Toronto, Ontario M4T 2Y9 (Attention: Secretary). The following documents are specifically
incorporated by reference into, and form an integral part of, this Information Circular:
(a) the Fund’s annual information form dated March 31, 2010 (the “AIF”);
(b) the Fund’s audited consolidated financial statements, together with the accompanying report of the
auditors, for the year ended December 31, 2009;
(c) management’s discussion and analysis of results of operations and financial condition of the Fund
for the year ended December 31, 2009;
(d) the Fund’s consolidated financial statements for the six months ended June 30, 2010;
(e) management’s discussion and analysis of results of operation and financial condition of the Fund
for the six months ended June 30, 2010; and
(f) the Fund’s management information circular dated April 10, 2010 (the “MIC”).
Any document of the type referred to in the preceding paragraph and any material change report (excluding
confidential material change reports) or press release filed by the Fund with a securities commission or
similar authority in Canada after the date of this Information Circular and prior to the Meeting that
specifically states that it is intended to be incorporated by reference into this Information Circular will be
deemed to be incorporated by reference into this Information Circular.
Any statement contained in a document incorporated or deemed to be incorporated by reference in this
Information Circular or contained in this Information Circular is deemed to be modified or superseded, for
purposes of this Information Circular, to the extent that a statement contained in this Information Circular
or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this
Information Circular modifies or supersedes such statement. The modifying or superseding statement need
not state that it has modified or superseded a prior statement or include any other information set forth in
the document that it modifies or supersedes. The making of a modifying or superseding statement will not be
deemed an admission for any purposes that the modified or superseded statement, when made, constituted a
misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is
required to be stated or that is necessary to make a statement not misleading in light of the circumstances in
which it was made. Any statement so modified or superseded will not be deemed, except as so modified or
superseded, to constitute a part of this Information Circular.
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GLOSSARY OF TERMS
The following is a glossary of certain terms used in this Information Circular, including the Summary hereof:
“1933 Act” means the United States Securities Act of 1933, as amended;
“1934 Act” means the United States Securities Act of 1934, as amended;
“Administration Agreement” means the administration agreement dated November 26, 2003 among the Fund, the
Trust and the Administrator, as it may be amended, supplemented or restated from time to time;
“Administrator” means Cineplex Entertainment GP, as general partner of Cineplex Entertainment LP;
“Affiliate” has the meaning assigned to it in National Instrument 45-106 – Prospectus and Registration Exemptions
of the Canadian Securities Administrations;
“AIF” means the annual information form of the Fund dated March 31, 2010;
“Arrangement” means the proposed reorganization of the Fund pursuant to a plan of arrangement under Section
182 of the OBCA for the purpose of the Conversion;
“Arrangement Agreement” means the arrangement agreement dated as of October 28, 2010, among the Fund, the
Trust, CELP 2007 GP, CELP 2007 LP, COC, Cineplex Entertainment GP, Cineplex Entertainment LP and Newco
pursuant to which parties have proposed to implement the Arrangement, a copy of which agreement is attached as
Appendix “E” to this Information Circular, as it may be amended, supplemented or restated from time to time;
“Arrangement Resolution” means a special resolution to approve the Arrangement, the full text of which is set
forth in Appendix “A” in this Information Circular;
“Articles of Arrangement” means the articles of arrangement in respect of the Arrangement required under
subsection 183(1) of the OBCA to be filed with the Director after the Final Order has been granted giving effect to
the Arrangement;
“Associate” has the meaning specified in the Securities Act (Ontario);
“Beneficial Unitholder” has the meaning set forth under the heading “Information for Beneficial Holders of Units”;
“Board”, “Board of Trustees” or “Trustees” means, at any time, the individuals who are, in accordance with the
Fund Declaration of Trust, the trustees of the Fund at such time;
“Business Day” means a day, other than a Saturday, Sunday or statutory holiday, when banks are generally open in
the City of Toronto, in the Province of Ontario, for the transaction of banking business;
“CELP 2007 GP” means CELP 2007 Inc., a corporation established under the laws of the Province of Ontario;
“CELP 2007 LP” means CELP 2007 Limited Partnership, a limited partnership established under the laws of the
Province of Manitoba;
“CEO” means the Chief Executive Officer of Cineplex Entertainment LP;
“Chair” means the chairperson of the Board of Trustees;
“CIBC Mellon” means CIBC Mellon Trust Company;
- 4 -

“Cineplex Entertainment GP” means Cineplex Entertainment Corporation, a corporation established under the
laws of Canada;
“Cineplex Entertainment LP” means Cineplex Entertainment Limited Partnership, a limited partnership
established under the laws of the Province of Manitoba;
“Cineplex Entertainment LP Partnership Agreement” means the Cineplex Entertainment LP Limited Partnership
agreement as it may be amended, supplemented or restated from time to time;
“Class A LP Units” means the Class A limited partnership units of Cineplex Entertainment LP;
“Class C LP Units” means the Class C limited partnership units of Cineplex Entertainment LP;
“Class D LP Units” means the Class D limited partnership units of Cineplex Entertainment LP;
“CNCG Committee” means the Compensation, Nominating and Corporate Governance Committee of the Board;
“COC” means Cineplex Odeon Corporation, a corporation amalgamated under the laws of the Province of Ontario;
“Common Shareholders” means the holders of Common Shares;
“Common Shares” means the common shares in the capital of Newco;
“Conversion” means the conversion of the Fund Group from an income trust structure to a corporate structure
pursuant to the Arrangement;
“Court” means the Ontario Superior Court of Justice;
“CRA” means the Canada Revenue Agency;
“Debenture Conversion Price” means the price at which holders of Debentures may, at the holder’s option, convert
the Debentures into fully-paid Units prior to the close of business on the Final Maturity Date (as defined in the
Debenture Indenture) or, if called for redemption, on the business day immediately preceding the date specified by
the Fund for redemption of Debentures, being a price of $18.75 per Unit, subject to adjustment or the occurrence of
certain events;
“Debenture Indenture” means the trust indenture dated July 22, 2005 between the Debenture Trustee and the Fund
governing the terms of the Debentures, as it may be amended, supplemented or restated from time to time;
“Debenture Trustee” means BNY Trust Company of Canada (as successor to CIBC Mellon Trust Company of
Canada), as trustee, or its successor as trustee, under the Debenture Indenture;
“Debentureholders” means the holders of Debentures;
“Debentures” means the 6.0% convertible extendible unsecured subordinated debentures of the Fund issued
pursuant to the Debenture Indenture;
“DEU Plan” means the Deferred Equity Unit Plan of the Fund, and following the Conversion, the Amended and
Restated Deferred Share Unit Plan (Executive DSU Plan – Three Year Vesting) of Newco;
“DEU” means a deferred equity unit of the Fund, and following the Conversion, a deferred share unit of Newco,
granted pursuant to the DEU Plan;
“Director” means the director appointed under section 278 of the OBCA;
- 5 -

“Effective Date” means the date the Arrangement is effective under the OBCA, which is expected to be on or
around January 1, 2011;
“Effective Time” means 12:01 a.m. (Toronto time) on the Effective Date or such other time as determined by
Newco;
“Excess Share Value” has the meaning set forth under the heading “Certain Canadian Federal Income Tax
Considerations – Holders Resident in Canada”;
“Excess Unit Value” has the meaning set forth under the heading “Certain Canadian Federal Income Tax
Considerations – Holders Resident in Canada”;
“Exchange Agreement” means the amended and restated exchange agreement among the Fund, the Trust, and
Cineplex Entertainment LP, amongst others, dated May 11, 2006, as the same may be amended, supplemented or
restated from time to time;
“Exchangeable LP Unitholders” means the holders of Exchangeable LP Units, other than any members of the
Fund Group;
“Exchangeable LP Units” means the Class B limited partnership units of Cineplex Entertainment LP which are
exchangeable into Units;
“Existing Options” means options to acquire Units outstanding under the Option Plan;
“Final Order” means the final order of the Court approving the Arrangement pursuant to subsection 182(5) of the
OBCA, as such order may be affirmed, amended, modified or supplemented by any court of competent jurisdiction;
“Form of Proxy” means the form of proxy distributed by the Fund in connection with the Meeting;
“Fund” means Cineplex Galaxy Income Fund, a trust established under the laws of the Province of Ontario pursuant
to the Fund Declaration of Trust;
“Fund Declaration of Trust” means the amended and restated declaration of trust dated November 26, 2003
pursuant to which the Fund is established, as the same may be amended, supplemented or restated from time to time;
“Fund Group” means, collectively, the Fund and its consolidated operations and their respective subsidiaries and
affiliates;
“GEI” means Galaxy Entertainment Inc., a corporation established under the laws of the Province of Ontario;
“GEI Note” means the indebtedness of GEI to the Trust;
“GP Board”, “GP Board of Directors” or “GP Director” means, at any time, the individuals who are the directors
of Cineplex Entertainment GP;
“Information Circular” means this management information circular distributed by the Fund in connection with
the Meeting;
“Interim Order” means the interim order of the Ontario Superior Court of Justice dated November 1, 2010 under
Section 182 of the OBCA containing declarations and directions with respect to the Arrangement and the Meeting, a
copy of which is attached as Appendix “C” to this Information Circular, as such order may be affirmed, amended or
modified by any court of competent jurisdiction;
“LTIP” means the existing long-term incentive plan of Cineplex Entertainment LP and GEI to be adopted by
Newco following completion of the Arrangement;
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“Management” means management of the Fund Group;
“Meeting” means the special meeting of Unitholders to be held on December 2, 2010, and any adjournment(s) or
postponement(s) thereof, to consider and to vote on the Arrangement Resolution, the Option Plan Resolution and the
other matters set out in the Notice of Meeting;
“Minister” means the Minister of Finance (Canada);
“NBF” means National Bank Financial Inc., financial advisor to the Fund;
“Newco” means Cineplex Inc., a corporation incorporated under the OBCA that will indirectly own all of the Fund
Group’s existing business upon completion of the Conversion;
“Non-Resident Holder” has the meaning set forth under the heading “Certain Federal Income Tax Considerations –
Holders Not Resident in Canada”;
“Normal Growth Guidelines” has the meaning set forth under the heading “Background to and Reasons for the
Arrangement – SIFT Tax Rules”;
“Notice of Meeting” means the notice of the Meeting that accompanies this Information Circular;
“OBCA” means the Business Corporations Act (Ontario) R.S.C. 1990 c.B.16, as amended, including the regulations
promulgated thereunder;
“Option Plan” means the Fund’s existing unit option plan dated February 12, 2008 to be adopted by Newco
following completion of the Arrangement;
“Option Plan Resolution” means the ordinary resolution approving the amendments to the Option Plan, the full text
of which is set forth in Appendix “B” to this Information Circular;
“Plan of Arrangement” means the plan of arrangement attached as Exhibit “A” to the Arrangement Agreement,
which agreement is attached as Appendix “E” to this Information Circular, as amended, supplemented or restated
from time to time in accordance with the terms thereof;
“Plans” means trusts governed by registered retirement savings plans, registered retirement income funds, deferred
profit sharing plans, registered education savings plans, registered disability savings plans and tax-free savings
accounts, each as defined in the Tax Act;
“Preferred Shares” means the preferred shares in the capital of Newco;
“Record Date” has the meaning set forth under the heading “Voting Units and Principal Holders Thereof”;
“Resident Holder” has the meaning set forth under the heading “Certain Canadian Federal Income Tax
Considerations – Holders Resident in Canada”;
“SIFT” means a specified investment flow-through trust or partnership, as defined in the Tax Act;
“Supplemental Indenture” means a supplemental indenture between the Debenture Trustee and Newco to be
executed prior to the Effective Date, governing the terms of the Debentures, as it may be amended, supplemented or
restated from time to time;
“Tax Act” means the Income Tax Act (Canada), including the regulations promulgated thereunder, in each case as
amended;
- 7 -

“Tax Proposals” has the meaning set forth under the heading “Certain Canadian Federal Income Tax
Considerations”;
“Trust” means Cineplex Galaxy Trust, a trust established under the laws of the Province of Ontario pursuant to the
Trust Declaration of Trust;
“Trust Declaration of Trust” means the declaration of trust dated November 12, 2003 pursuant to which the Trust
is established, as the same may be amended, supplemented or restated from time to time;
“Trust Notes” means, collectively, the series 1 notes of the Trust issued pursuant to a note indenture dated
November 12, 2003 between the Trust and CIBC Mellon Trust Company;
“TSX” means the Toronto Stock Exchange;
“U.S. Securityholder” has the meaning set forth under the heading “The Arrangement – Securities Laws Matters –
United States”;
“Unit” means a unit authorized and issued under the Fund Declaration of Trust from time to time being outstanding
and entitled to the benefits and subject to the limitations set forth therein; and
“Unitholders” means holders of Units from time to time.
Words importing the singular include the plural and vice versa and words importing any gender include all genders.
- 8 -

SUMMARY
The following is a summary of certain information contained elsewhere in this Information Circular. It is not, and is
not intended to be, complete in itself. This is a summary only and is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Information Circular and incorporated by
reference herein. Unitholders are urged to review carefully this Information Circular, including the Appendices, and
the documents incorporated by reference in their entirety. Certain capitalized terms used in this Information
Circular have the meanings set forth in the “Glossary of Terms”.
THE MEETING
The Meeting will be held at the offices of Goodmans LLP, Bay Adelaide Centre, 333 Bay Street, Suite 3400,
Toronto, Ontario, on Thursday, December 2, 2010 at 4:00 p.m. (Toronto time) for the purposes set forth in the
accompanying Notice of Meeting. The business of the Meeting will be to: (i) consider and vote upon the
Arrangement Resolution; (ii) consider and vote upon the Option Plan Resolution; and (iii) conduct such business as
may properly come before the Meeting.
As of the date of this Information Circular, the Trustees are not aware of any changes to these items, and do not
expect any other items to be brought forward at the Meeting. If there are changes or new items, your proxyholder
can vote your Units on these items as he or she sees fit. See “General Proxy Matters”.
THE ARRANGEMENT
Approval of the Arrangement Resolution
At the Meeting, Unitholders will be asked to consider and to vote upon the Arrangement Resolution and other
related matters. To be effective, the Arrangement must be approved by a resolution passed by not less than twothirds
(66%) of the votes cast by the Unitholders voting in person or by proxy at the Meeting. A copy of the
Arrangement Resolution is attached as Appendix “A” to this Information Circular.
If approved, the Arrangement will result in the effective conversion of the Fund from an income trust to a
corporation named “Cineplex Inc.” (referred to in this Information Circular as “Newco”), which will continue the
business of the Fund Group as the leading film exhibition company in Canada. Pursuant to the Arrangement,
Unitholders will become Common Shareholders of Newco.
It is anticipated that the board of directors of Newco will initially be comprised of the current Trustees of the Fund:
Robert Bruce, Joan Dea, Ian Greenberg, Ellis Jacob, Sarabjit Marwah, Anthony Munk, Edward Sonshine, Robert
Steacy and Phyllis Yaffe. The senior management of Newco will be comprised of the current members of senior
management of Cineplex Entertainment LP. See “The Arrangement — Effect of the Arrangement”.
The Units held by Unitholders will be transferred to Newco in consideration for Common Shares on the basis of one
Common Share for each Unit so transferred. Prior to completion of the Arrangement, the Exchangeable LP Units
held by Exchangeable LP Unitholders, other than members of the Fund Group, will be transferred to Newco in
consideration for Common Shares on the basis of one Common Share for each Exchangeable LP Unit so transferred.
Debentureholders will be entitled to receive, upon the conversion of the Debentures in accordance with their terms,
Common Shares on the same basis as the Unitholders based on the number of Units into which such Debentures are
convertible on the Effective Date.
If you do not specify how you want your Units voted, the persons named as proxyholders will cast the votes
represented by proxy at the Meeting FOR the approval of the Arrangement Resolution.
Background to the Arrangement
On October 31, 2006, the Minister announced a new entity-level tax on distributions of certain income from, among
other entities, certain publicly traded income trusts at a rate of tax comparable to the combined federal and
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provincial corporate tax rate and to treat such distributions as dividends to unitholders. The Minister announced that
existing trusts would have a four-year transition period and generally would not be subject to the new rules until
2011, provided such trusts experienced only “normal growth” and no “undue expansion” before then. The
announcement had an immediate impact on the Canadian capital markets and, generally, resulted in a significant
decline in trading prices for publicly traded income trusts.
On December 15, 2006, the Minister released further guidance concerning the proposed tax changes, including the
computation of “normal growth” for the purposes of the four-year transition period. The Minister also confirmed
that he would not recommend any extension of this period. Bill C-52, the Budget Implementation Act, 2007, which
received Royal Assent on June 22, 2007, contained rules relating to the tax treatment of SIFTs, which are designed,
among other things, to implement the proposal.
Following the October 31, 2006 announcement, Management considered the potential impact and significance of the
proposed tax changes to the Fund, and conducted a detailed analysis concerning the strategic direction of the Fund.
The Board of Trustees formally discussed a potential conversion of the Fund from an income trust structure to a
corporate structure during many of its board meetings held in 2009 and 2010, during which Management reviewed
with the Board the proposed conversion and dividend policy for Newco.
The Board of Trustees has reviewed with Management and NBF the fairness, from a financial point of view, of the
consideration to be received by the Unitholders pursuant to the Arrangement.
The Board of Trustees met again on October 22, 2010 to review a draft of this Information Circular, to receive the
Fairness Opinion and to receive further details concerning the proposed Conversion. After due consideration of all
available information and advice, and after considering their duties and responsibilities to the Unitholders, the Board
of Trustees concluded that the Arrangement was in the best interests of the Fund and fair to Unitholders, and
resolved to recommend that Unitholders vote their Units in favour of the Arrangement.
Reasons for the Arrangement
The Board and Management believe that the income trust structure no longer provides any incremental benefit to the
Fund and Unitholders relative to a corporate structure after 2010 and that the Arrangement should be undertaken for
the following reasons:
commencing in 2011, the tax savings to the Fund from distributions to unitholders will be eliminated as a
consequence of the Minister’s October 31, 2006 announcement relating to the taxation of income trusts and
subsequent legislation implementing these proposals;
it is anticipated that the reorganized structure of the Fund as a corporation may attract new investors,
including non-resident investors, and provide, in the aggregate, a more active, attractive and liquid market for
the Common Shares than currently exists for the Units;
it is anticipated that the Fund Group’s financial and operational performance will be more easily valued
relative to other publicly held companies; and
the Board believes a corporate structure may enhance Newco’s access to capital.
See “Background to the Arrangement — Reasons for the Arrangement”.
Fairness Opinion
The Board of Trustees retained NBF to address the fairness, from a financial point of view, of the consideration to
be received by the Unitholders pursuant to the Arrangement. In connection with this mandate, NBF provided the
Board of Trustees with the Fairness Opinion. The Fairness Opinion states that, on the basis of the particular
assumptions and considerations summarized therein, in the opinion of NBF, as of October 22, 2010, the
consideration to be received by the Unitholders pursuant to the Arrangement is fair, from a financial point of view,
- 10 -

to the Unitholders. The Fairness Opinion is subject to the assumptions and limitations contained therein and should
be read in its entirety. See “The Arrangement – Fairness Opinion” and “Appendix “F” – Fairness Opinion”.
Post-Arrangement Structure
Immediately following the Effective Time of the Arrangement, the former holders of Units (and the former
Exchangeable LP Unitholders) will be the sole holders of Common Shares of Newco and Newco will own (directly
and indirectly) all of the issued and outstanding Units and Exchangeable LP Units.
Upon the completion of the Arrangement, it is expected that approximately 57,332,650 Common Shares (plus any
Common Shares issued in connection with the conversion of Debentures after the date hereof and prior to December
22, 2010) and no Preferred Shares of Newco will be issued and outstanding.
Debentureholders will be entitled to receive, on the conversion of their Debentures in accordance with their terms,
Common Shares (on a one-for-one basis) based on the number of Units into which such Debentures are convertible
on or after the Effective Date.
See “The Arrangement — Effect of the Arrangement” and Appendix “G” — “Information Concerning Newco”.
Effect on Distributions
Provided the Arrangement is approved at the Meeting, it is anticipated that a final distribution will be paid to
Unitholders of record on December 20, 2010 and that such distribution will be paid by the Fund on December 29,
2010 to Unitholders. The equivalent distribution will be paid to Exchangeable LP Unitholders. If the Arrangement is
not approved at the Meeting, the Board of Trustees will assess matters at that time to determine the Fund’s course of
action regarding any future distributions on the Units.
The board of directors of Newco is expected to adopt a monthly dividend policy upon completion of the Conversion.
While the Board of Trustees currently anticipates a monthly dividend of $0.105 per Common Share commencing on
February 28, 2011 for shareholders of record on January 31, 2011, the board of directors of Newco will assess the
final dividend payout level in light of Newco’s financial performance and its current and anticipated business needs
at that time.
See “The Arrangement — Effect of the Arrangement — Effect on Distributions”.
Newco’s dividend policy will be subject to the discretion of the board of directors of Newco and may vary
depending on, among other things, Newco’s earnings, financial requirements, the satisfaction of solvency tests
imposed by the OBCA for the declaration of dividends and other relevant factors. See “Risk Factors”.
RECOMMENDATION OF THE BOARD OF TRUSTEES
The Board of Trustees has determined that the Arrangement is in the best interests of the Fund and is fair to
Unitholders, and recommends that Unitholders vote in favour of the Arrangement Resolution.
In making determinations and recommendations, the Board of Trustees relied upon legal, financial, tax and other
advice and information received during the course of their deliberations, including the Fairness Opinion. The
following is a summary of the factors, among others, that the Board of Trustees considered in making its
determinations and recommendations:
the reasons and benefits of the Arrangement described under “Background to the Arrangement – Reasons for
the Arrangement”;
the Fairness Opinion;
the Arrangement Resolution must have received at least 66% of votes cast at the Meeting in person or by
proxy, in order for the Arrangement to be undertaken; and
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the Plan of Arrangement being sanctioned by the Court.
See “Background to the Arrangement — Recommendation of the Board of Trustees”.
PROCEDURE FOR EXCHANGE OF UNITS
As the Units trade in the “book entry” system and no certificates are issued to Beneficial Unitholders, no certificates
for the Common Shares will be issued to Beneficial Unitholders following the completion of the Arrangement. On
or about the Effective Date, Newco will deliver to CDS a certificate evidencing the aggregate number of Common
Shares issued to former Unitholders in connection with the Arrangement and to Exchangeable LP Unitholders.
Beneficial Unitholders do not need to take any action involving their Units. See “The Arrangement – Procedure for
Exchange of Units”.
APPROVALS OF THE ARRANGEMENT
Approval of Unitholders
Pursuant to the Interim Order, the number of votes required to pass the Arrangement Resolution shall be at least
two-thirds (66%) of the votes cast by Unitholders, either in person or by proxy, at the Meeting. See “The
Arrangement — Approvals — Unitholder Approval”.
If you return a form of proxy but do not specify how you want your Units voted, the persons named as
proxyholders will cast the votes represented by proxy at the Meeting FOR the approval of the Arrangement
Resolution.
Court Approval
Implementation of the Arrangement requires the satisfaction of several conditions and the approval of the Court. See
“The Arrangement — Procedure for the Arrangement Becoming Effective”. An application for the Final Order
approving the Arrangement is expected to be made on December 8, 2010 at 10:00 a.m. (Toronto time) at Toronto,
Ontario. The notice of application in respect of the Final Order is attached hereto as Appendix “D”. At the hearing,
the Court will consider, among other things, the fairness and reasonableness of the terms of the Arrangement,
including the fairness of the Arrangement to Unitholders. The Court may approve the Arrangement in any manner
the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. Prior to
the hearing on the Final Order, the Court will be informed that the Final Order will also constitute the basis for an
exemption from registration under the 1933 Act for the Common Shares to be issued to holders of Units in the
Arrangement pursuant to Section 3(a)(10) of the 1933 Act. If the Final Order is obtained, in form and substance
satisfactory to the Fund, Newco, the Trust, Cineplex Entertainment GP, Cineplex Entertainment LP, COC, CELP
2007 LP and CELP 2007 GP, acting reasonably, and all other conditions set forth in the Arrangement Agreement are
satisfied or waived, the Fund expects the Effective Date to be on or around January 1, 2011.
Stock Exchange Listing
The TSX has conditionally approved the substitutional listing of the Common Shares issuable to Unitholders
pursuant to the Arrangement and to Exchangeable LP Unitholders, as well as the continued listing of the Debentures
as assumed by Newco and the Common Shares underlying the Debentures, subject to Newco fulfilling the
requirements of the TSX. The Common Shares will be listed on the TSX under the trading symbol “CGX” and the
Debentures will be listed on the TSX under the trading symbol “CGX.DB”.
See “The Arrangement — Stock Exchange Listing”.
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
On a disposition of Units in exchange for Common Shares pursuant to the Arrangement, a Unitholder will be
considered to have disposed of its Units for proceeds of disposition equal to their adjusted cost base. Accordingly,
- 12 -

no capital gain or capital loss will be realized. The adjusted cost base of the Units so exchanged will become the
adjusted cost base of the Common Shares issued to the particular Unitholder. Unitholders will not need to file an
income tax election in order to achieve this tax deferral.
This Information Circular contains a summary of the principal Canadian federal income tax considerations
relevant to Unitholders and which relate to the Arrangement. The above comments are qualified in their
entirety by reference to such summary. See “Certain Canadian Federal Income Tax Considerations”.
CERTAIN UNITED STATES INCOME TAX CONSIDERATIONS
A U.S. Holder (defined below) who receives Common Shares in exchange for Units pursuant to the Arrangement
should not recognize any gain or loss in respect of such exchange for United States federal income tax purposes, as
the Arrangement should be characterized as a “reorganization” pursuant to Section 368(a)(1)(F) of the Code
(defined below) or Section 368(a)(1)(D) of the Code or as a tax-free exchange under Section 351 of the Code. The
tax basis in the Common Shares received in the exchange should be equal to the tax basis in the Units surrendered
and the holding period of the Common Shares should include the holding period of the Units.
This Information Circular contains a summary of the principal United States federal income tax
considerations relevant to U.S. Holders and which relate to the Arrangement. The above comments are
qualified in their entirety by reference to such summary. See “Certain United States Income Tax
Considerations”.
OTHER TAX CONSIDERATIONS
This Information Circular does not address any tax considerations of the Arrangement other than Canadian
and United States federal income tax considerations nor does it address the particular circumstances of any
Unitholder. Unitholders who are resident in jurisdictions other than Canada and the United States should
consult their tax advisors with respect to the tax implications of the Arrangement, including any associated
filing requirements, in such jurisdictions and with respect to the tax implications in such jurisdictions of
owning Common Shares after the Arrangement. Unitholders should also consult their own tax advisors
regarding Canadian federal, provincial or territorial, and United States federal, state and local tax
considerations of the Arrangement or of holding Common Shares.
INFORMATION CONCERNING NEWCO
Newco was incorporated on October 15, 2010 pursuant to the provisions of the OBCA for purposes of effecting the
Conversion. The principal and head office of Newco is located at 1303 Yonge Street, Toronto, Ontario M4T 2Y9.
Newco will, as a result of the Arrangement, become (or, where necessary, seek to become) a reporting issuer in all
Canadian provinces and territories on the Effective Date and, accordingly, become subject to the informational
reporting requirements under the securities laws of each jurisdiction in which it so becomes a reporting issuer. See
“Information Concerning Newco”.
PRO FORMA FINANCIAL INFORMATION OF NEWCO
The unaudited pro forma consolidated financial statements of Newco which give effect to the Arrangement are
attached as Appendix “H” to this Information Circular. The unaudited pro forma adjustments are based upon the
assumptions described in the notes to the unaudited pro forma consolidated financial statements, including that the
Unitholders approve the Arrangement Resolution at the Meeting and that the Arrangement is completed. The
unaudited pro forma consolidated financial statements are presented for illustrative purposes only and are not
necessarily indicative of the operating or financial results that would have occurred at the time contemplated by the
notes to the unaudited pro forma consolidated financial statements.
- 13 -

RISK FACTORS
For a description of certain risk factors in respect of the Arrangement and the business of the Fund Group and the
industry in which it operates which will continue to apply to Newco after the Effective Date, see “Risk Factors”.
AMENDMENTS TO THE OPTION PLAN
At the Meeting, the Unitholders will also be asked to consider, and if thought advisable, pass an ordinary resolution
authorizing certain amendments to the Option Plan which will (i) increase the number of Units (or Common Shares
following the Arrangement) reserved for issuance under such plan from 4,500,000 to 5,250,000; and (ii) extend the
maximum term of any unissued Options which may be granted after January 1, 2011 from five years to ten years. In
addition, the Option Plan will be subject to certain housekeeping amendments to reflect the conversion from the
Fund to Newco (which amendments do not require Unitholder approval).
A copy of the Option Plan Resolution is attached as Appendix “B” to this Information Circular.
The amendments requiring Unitholder approval must be approved by a majority of the votes cast at the Meeting in
person or by proxy. For additional information regarding the proposed amendments to the Option Plan see
“Approval of Amendments to the Option Plan”.
If you do not specify how you want your Units voted, the persons named as proxyholders will cast the votes
represented by proxy at the Meeting FOR the approval of the Option Plan Resolution.
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GENERAL PROXY MATTERS
This Information Circular is furnished in connection with the solicitation of proxies by the Fund for use at
the Meeting and any adjournment thereof of the Unitholders of the Fund to be held at the time and place and
for the purposes set forth herein and in the Notice of Meeting accompanying this Information Circular. No
Person has been authorized to give any information or make any representation in connection with the
Arrangement or any other matters to be considered at the Meeting other than those contained in this
Information Circular and, if given or made, any such information or representation must not be relied upon
as having been authorized.
SOLICITATION OF PROXIES
The solicitation of proxies for the Meeting will be made primarily by mail, but proxies may also be solicited
personally or by telephone on behalf of the Fund. Cineplex Entertainment LP will bear the total cost in respect of the
solicitation of proxies for the Meeting and will bear the legal, printing and other costs associated with the
preparation of this information circular.
APPOINTMENT AND REVOCATION OF PROXIES
Together with this Information Circular, the Unitholders of the Fund will also be sent a form of proxy. The persons
named in such proxy form as persons to vote on behalf of you as a Unitholder are representatives of the Fund. A
Unitholder who wishes to appoint some other person to represent him or her at the Meeting may do so by crossing
out the person named in the enclosed proxy and inserting such person’s name in the blank space provided in the
form of proxy or by completing another form of proxy. Such other person need not be a Unitholder of the Fund.
To be valid, proxies must be deposited at the offices of CIBC Mellon Trust Company, Proxy Department, P.O. Box
721, Agincourt, Ontario, M1S 0A1, or by facsimile to (416) 368-2502 (or toll free facsimile within North America
to (866) 781-3111), or deposited by hand with CIBC Mellon Trust Company, attention: Proxy Department, 320 Bay
Street, Banking Hall Level, Toronto, Ontario so as not to arrive later than 4:00 p.m. (Toronto time) on November 30,
2010, or be deposited with the Chair of the Meeting prior to the commencement of the Meeting. If the Meeting is
adjourned, proxies must be deposited 48 hours (excluding Saturdays, Sundays and holidays) before the time set for
any reconvened meeting at which the proxy is to be used, or be deposited with the Chair prior to the commencement
of the Meeting or any reconvened meeting.
The document appointing a proxy must be in writing and completed and signed by a Unitholder or his or her
attorney authorized in writing or, if the Unitholder is a corporation, by a duly authorized officer or attorney thereof.
Persons signing as officers, attorneys, executors, administrators, trustees, etc., should so indicate and may be asked
to provide satisfactory evidence of such authority.
A Unitholder who has given a proxy may revoke the proxy: (a) by completing and signing a proxy bearing a later
date and depositing it as set forth above; (b) by depositing an instrument in writing executed by the Unitholder or by
his or her attorney authorized in writing: (i) at the registered office of the Fund at any time up to and including the
last business day preceding the date of the Meeting, or any reconvened meeting after an adjournment or
postponement thereof, at which the proxy is to be used; or (ii) with the chair of the Meeting prior to the
commencement of such Meeting on the day of such Meeting or any reconvened meeting after an adjournment or
postponement thereof; or (c) in any other manner permitted by law.
VOTING OF PROXIES
The persons named in the accompanying form of proxy will vote Units in respect of which they are appointed, on
any ballot that may be called for, in accordance with the instructions of the Unitholder as indicated on the proxy. In
the absence of such specification, such Units will be voted (a) FOR the Arrangement Resolution; and (b) FOR the
Option Plan Resolution.
The persons appointed under the accompanying form of proxy are conferred with discretionary authority with
respect to amendments or variations of matters identified in the form of proxy and Notice of Meeting and with
respect to other matters which may properly come before the Meeting. In the event that amendments or variations to
- 15 -

matters identified in the Notice of Meeting are properly brought before the Meeting, it is the intention of the persons
designated in the enclosed form of proxy to vote in accordance with their best judgment on such matter or business.
At the date of this information circular, the Trustees knew of no such amendments, variations or other matter.
QUORUM
A quorum is required for the Meeting. For the Meeting, two persons present in person or represented by proxy and
representing in total at least 10% of the votes attached to all outstanding Units will constitute a quorum. If a quorum
is not present within 30 minutes after the time fixed for the holding of the Meeting, the Meeting will stand adjourned
to a day not less than 14 days later and to a place and time as chosen by the Chair of the Meeting, and if at such
adjourned meeting a quorum is not present, the holders of Units present either in person or by proxy shall be deemed
to constitute a quorum.
INFORMATION FOR BENEFICIAL HOLDERS OF UNITS
Information set forth in this section is very important to persons who hold Units otherwise than in their own
names. A non-registered holder of Units (“Beneficial Unitholder”) who beneficially owns Units, but such Units are
registered in the name of an intermediary (such as a securities broker, financial institution, trustee, custodian or other
nominee who holds Units on behalf of the Unitholder or in the name of a clearing agency in which the intermediary
is a participant) should note that only proxies deposited by Unitholders whose names are on the records of the Fund
as the registered holders of Units can be recognized and acted upon at the Meeting.
Units that are listed in an account statement provided to a Unitholder by a broker are probably not registered in the
Unitholder’s own name on the records of the Fund; such Units are more likely registered in the name of the
Unitholder’s broker or an agent of the broker.
Applicable regulatory policy in Canada requires brokers and other intermediaries to seek voting instructions from
Beneficial Unitholders in advance of Unitholders’ meetings. Every broker or other intermediary has its own mailing
procedures and provides its own return instructions, which should be carefully followed by Beneficial Unitholders in
order to ensure that their Units are voted at the Meeting. Often the form of proxy supplied to a Beneficial Unitholder
by its broker is identical to that provided to registered Unitholders. However, its purpose is limited to instructing the
registered Unitholder how to vote on behalf of the Beneficial Unitholder. Most brokers now delegate responsibility
for obtaining instructions from clients to Broadridge Investor Communications. Broadridge typically prepares a
voting instruction form (a “Voting Form”) that it mails to the Beneficial Holders and asks Beneficial Unitholders to
return the Voting Form directly to Broadridge. Broadridge then tabulates the results of all instructions received and
provides appropriate instructions representing the voting of Units to be represented at the Meeting. A Beneficial
Unitholder receiving a Voting Form cannot use that Voting Form to vote Units directly at the Meeting. The Voting
Form must be returned to Broadridge well in advance of the Meeting to have the Units voted.
Although Beneficial Unitholders may not be recognized directly at the Meeting for purposes of Units registered in
the name of their broker or other intermediary, a Beneficial Unitholder may attend at the Meeting as proxyholder for
the registered holder and vote their Units in that capacity. Beneficial Holders who wish to attend the Meeting and
indirectly vote their own Units as proxyholder for the registered holder should enter their own names in the blank
space on the Voting Form provided to them and return same to Broadridge or their broker or other intermediary (or
agent of such broker or other intermediary) in accordance with the instructions provided on the Voting Form well in
advance of the Meeting.
VOTING UNITS AND PRINCIPAL HOLDERS THEREOF
The Fund is authorized to issue an unlimited number of Units. As at November 1, 2010, there were 57,160,815 Units
outstanding. In addition, as at November 1, 2010, 171,835 Exchangeable LP Units (other than Exchangeable LP
Units held by members of the Fund Group), which are exchangeable to Units on a one-for-one basis, were
outstanding. The sole beneficiaries of the Fund are the Unitholders. Pursuant to the Declaration of Trust of the Fund,
Unitholders of record at the Record Date are entitled to notice of and to attend the Meeting in person or by proxy,
and to one vote per Unit on any poll vote at the Meeting.
- 16 -

At the Meeting, each Unitholder of record at the close of business on October 25, 2010, the record date established
for the notice of the Meeting (the “Record Date”), will be entitled to one vote for each Unit held on all matters
proposed to come before the Meeting.
To the knowledge of the Trustees, no person beneficially owns or exercises control or direction over securities
carrying more than 10% of the votes attached to the issued and outstanding Units except as set forth below.
Name Number of Units Beneficially
Owned or Controlled or Directed
- 17 -
Percentage of Units Beneficially
Owned or Controlled or Directed
CIBC Global Asset Management (1) 6,959,977 12.1% (2)
___________
Notes:
(1) Based on an insider report of CIBC Global Asset Management March 31, 2010.
(2) Percentage ownership on a fully-diluted basis as at November 1, 2010.
SPECIAL BUSINESS OF THE MEETING
The Meeting will be constituted as a special meeting of each of the Unitholders. As part of the special business set
out in the Notice of Meeting, Unitholders will be asked to consider and vote on the Arrangement Resolution and on
the Option Plan Resolution.
APPROVAL OF THE ARRANGEMENT RESOLUTION
At the Meeting, Unitholders will be asked to consider and, if thought advisable, approve the Arrangement
Resolution. To be effective, the Arrangement Resolution must be approved by at least two-thirds (66%) of the
votes cast by the Unitholders, voting together, in person or by proxy at the Meeting. A copy of the Arrangement
Resolution is set out in Appendix “A” to this Information Circular. See “The Arrangement — Approvals”.
APPROVAL OF THE OPTION PLAN RESOLUTION
At the Meeting, Unitholders will be asked to consider and, if thought advisable, approve the Option Plan Resolution.
To be effective, the Option Plan Resolution must be approved by more than half (50%) of the votes cast by the
Unitholders, voting together, in person or by proxy at the Meeting. A copy of the Option Plan Resolution is set out
in Appendix “B” to this Information Circular. See “Approval of Amendments to the Option Plan”.
BACKGROUND TO THE ARRANGEMENT
BACKGROUND TO THE ARRANGEMENT
The Fund and Cineplex Entertainment LP were formed in 2003 to acquire substantially all of the Canadian theatre
assets of COC and all of the shares of Galaxy Entertainment Inc. following the Fund’s initial public offering in
November 2003. Through its principal subsidiaries, the Fund Group is the leading film exhibition company in
Canada.
On October 31, 2006, the Minister announced a new entity-level tax on distributions of certain income from, among
other entities, certain publicly traded income trusts at a rate of tax comparable to the combined federal and
provincial corporate tax rate and to treat such distributions as dividends to unitholders. The Minister announced that
existing trusts would have a four year transition period and generally would not be subject to the new rules until
2011, provided such trusts experienced only “normal growth” and no “undue expansion” before then. The
announcement had an immediate impact on the Canadian capital markets and, generally, resulted in a significant
decline in trading prices for income trusts.
On December 15, 2006, the Minister released further guidance concerning the proposed tax changes, including the
computation of “normal growth” for the purposes of the four-year transition period (the “Normal Growth
Guidelines”). The Minister also confirmed that he would not recommend any extension of this period. Bill C-52, the

Budget Implementation Act, 2007, which received Royal Assent on June 22, 2007, contained rules relating to the tax
treatment of SIFTs (the “SIFT Rules”), which are designed, among other things, to implement the proposal.
The Board of Trustees formally discussed a potential conversion of the Fund from an income trust structure to a
corporate structure during many of its board meetings held in 2009 and 2010, during which Management reviewed
with the Board the proposed conversion and dividend policy for Newco.
The Board of Trustees has reviewed with Management and NBF the fairness, from a financial point of view, of the
consideration to be received by the Unitholders pursuant to the Arrangement.
The Board of Trustees met again on October 22, 2010 to review a draft of this Information Circular, to receive the
Fairness Opinion and to receive further details concerning the proposed conversion. After due consideration of all
available information and advice, and after considering their duties and responsibilities to the Unitholders, the Board
of Trustees concluded that the Arrangement was in the best interests of the Fund and fair to Unitholders, and
resolved to recommend that Unitholders vote their Units in favour of the Arrangement.
REASONS FOR THE ARRANGEMENT
The Board and Management believe that the income trust structure no longer provides any incremental benefit to the
Fund and Unitholders relative to a corporate structure after 2010 and that the Arrangement should be undertaken for
the following reasons:
commencing in 2011, the tax savings to the Fund from distributions to unitholders will be eliminated as a
consequence of the Minister’s October 31, 2006 announcement relating to the taxation of income trusts and
subsequent legislation implementing these proposals;
it is anticipated that the reorganized structure of the Fund as a corporation may attract new investors,
including non-resident investors, and provide, in the aggregate, a more active, attractive and liquid market for
the Common Shares than currently exists for the Units;
it is anticipated that the Fund Group’s financial and operational performance will be more easily valued
relative to other publicly held companies; and
the Board believes a corporate structure may enhance Newco’s access to capital.
FAIRNESS OPINION
The Board of Trustees retained NBF to address the fairness, from a financial point of view, of the consideration to
be received by the Unitholders pursuant to the Arrangement. In connection with this mandate, NBF provided the
Board of Trustees with the Fairness Opinion. The Fairness Opinion states that, on the basis of the particular
assumptions and considerations summarized therein, in the opinion of NBF, as of October 22, 2010, the
consideration to be received by the Unitholders pursuant to the Arrangement is fair, from a financial point of view,
to the Unitholders. The Fairness Opinion is subject to the assumptions and limitations contained therein and should
be read in its entirety. See “Appendix “F” – Fairness Opinion”.
RECOMMENDATION OF THE BOARD OF TRUSTEES
The Board of Trustees has unanimously determined that the Arrangement is in the best interests of the Fund
and fair to Unitholders, and recommends that Unitholders vote in favour of the Arrangement Resolution.
In making determinations and recommendations, the Board of Trustees relied upon legal, financial, tax and other
advice and information received during the course of their deliberations, including the Fairness Opinion. The
following is a summary of the factors, among others, that the Board of Trustees considered in making its
determinations and recommendations:
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the reasons and benefits of the Arrangement described under “Background to the Arrangement – Reasons for
the Arrangement”;
the Fairness Opinion;
the Arrangement Resolution must have received at least 66% of votes cast at the Meeting in person or by
proxy, in order for the Arrangement to be undertaken; and
the Plan of Arrangement being sanctioned by the Court.
The foregoing discussion of the information and factors considered and given weight by the Board of Trustees is not
intended to be exhaustive. In reaching the determination to approve and recommend the Arrangement Resolution,
the Board of Trustees did not assign any relative or specific weight to the factors that were considered, and
individual Trustees may have given different weight to each factor. There are risks associated with the Arrangement,
including that some of the potential benefits set forth in this Information Circular may not be realized or that there
may be significant costs associated with realizing such benefits. See “Risk Factors”.
EFFECT OF THE ARRANGEMENT
General
THE ARRANGEMENT
If approved, the Arrangement will result in the reorganization of the Fund from an income trust to a corporation
named “Cineplex Inc.” (referred to as “Newco” in this Information Circular) which will continue the business of the
Fund Group as the leading film exhibition company in Canada. Pursuant to the Arrangement, the Unitholders will
become Common Shareholders of Newco. Exchangeable LP Unitholders, other than members of the Fund Group,
will also become Common Shareholders of Newco prior to completion of the Arrangement.
It is anticipated that the board of directors of Newco will initially be comprised of the current Trustees of the Fund:
Robert Bruce, Joan Dea, Ian Greenberg, Ellis Jacob, Sarabjit Marwah, Anthony Munk, Edward Sonshine, Robert
Steacy and Phyllis Yaffe. The senior management of Newco will be comprised of the current members of senior
management of Cineplex Entertainment GP. See “Appendix “G” – Information Concerning Newco – Directors and
Executive Officers”.
Effect on Unitholders and Exchangeable LP Unitholders
Under the Arrangement, the Units held by Unitholders will be transferred to Newco in consideration for Common
Shares on the basis of one Common Share for each Unit so transferred. Prior to completion of the Arrangement, the
Exchangeable LP Units held by the Exchangeable LP Unitholders, other than members of the Fund Group, will also
be transferred to Newco in consideration for Common Shares on the basis of one Common Share for each
Exchangeable LP Unit so transferred.
As of the date hereof there are 57,160,815 Units and 171,835 Exchangeable LP Units (other than Exchangeable LP
Units held by members of the Fund Group) issued and outstanding.
See “— Arrangement Steps” and “Certain Canadian Federal Income Tax Considerations”.
Effect on Debentureholders
As at November 1, 2010, there were $101,583,000 in aggregate principal amount of Debentures outstanding. The
Debentures are convertible into Units at the option of the holder at any time prior to the close of business on the
earlier of maturity of the Debentures and the Business Day immediately preceding the date specified by the Fund for
redemption of the Debentures, at the Debenture Conversion Price. In connection with the Arrangement, and
pursuant to the successor provisions contained in the Debenture Indenture, Newco will assume all of the covenants
and obligations of the Fund under the Debenture Indenture in respect of the outstanding Debentures.
Debentureholders will be entitled to receive Common Shares, rather than Units, on the basis of one Common Share
- 19 -

in lieu of each Unit which it was previously entitled to receive, on conversion of the Debentures. All other terms and
conditions of the Debenture Indenture will continue to apply. As a result, Debentureholders who subsequently wish
to convert their Debentures will be entitled to receive approximately 53 Common Shares for each $1,000 principal
amount of Debentures converted, subject to adjustment in certain events as provided in the Debenture Indenture.
Debentureholders may convert their Debentures into Units pursuant to the terms of the Debenture Indenture prior to
December 22, 2010 and participate in the Arrangement in the same manner as the Unitholders. On or after
December 22, 2010, in accordance with the terms of the Debenture Indenture, a Debentureholder who tenders its
Debentures for conversion will be entitled to receive Common Shares, instead of Units, following the completion of
the Arrangement.
The Debentures are currently listed and posted for trading on the TSX under the symbol “CGX.DB”. The TSX has
conditionally approved the continued listing of the Debentures to be assumed by Newco pursuant to the
Arrangement and the Common Shares to be reserved for issuance on conversion, on redemption or maturity of the
Debentures, subject in each case to Newco fulfilling the requirements of such exchange. See “Appendix “G” –
Information Concerning Newco – Risk Factors”.
Effect on Distributions
Provided the Arrangement is approved at the Meeting, it is anticipated that a final distribution will be paid to
Unitholders of record on December 20, 2010 and that such distribution will be paid by the Fund on December 29,
2010 to Unitholders. The equivalent distribution will be paid to Exchangeable LP Unitholders. If the Arrangement is
not approved at the Meeting, the Board of Trustees will assess matters at that time to determine the Fund’s course of
action regarding any future distributions on the Units.
If the Arrangement is approved at the Meeting and the date (the “Effective Date”) the Arrangement is effective
under the Business Corporations Act (Ontario) R.S.C. 1990 C.B.16 (the “OBCA”) occurs on or about January 1,
2011, as currently scheduled, the board of directors of Newco will adopt a monthly dividend policy. While the
Board of Trustees currently anticipates a monthly dividend of $0.105 per Common Share commencing on February
28, 2011 to shareholders of record on January 31, 2011, the board of directors of Newco will assess the final
dividend payout level in light of Newco’s financial performance and its current and anticipated business needs at
that time. See “Appendix “G” — Information Concerning Newco — Dividend Record and Policy”.
Newco’s dividend policy will be subject to the discretion of the board of directors of Newco and may vary
depending on, among other things, Newco’s earnings, financial requirements, the satisfaction of solvency tests
imposed by the OBCA for the declaration of dividends and other relevant factors. See “Risk Factors”.
Effect on Incentive Plans
The officers and key employees of Cineplex Entertainment LP are eligible to participate in its LTIP. In connection
with the Arrangement, the Units held pursuant to the LTIP for the benefit of participants will be exchanged for
Common Shares on the basis of one Common Share for each Unit, and the LTIP will be amended such that
participants will be entitled to receive Common Shares in lieu of Units in accordance with the vesting schedule that
existed prior to completion of the Arrangement. Following the Arrangement, it is expected that one further award
will be made under the LTIP in early 2011. The LTIP is a cash only plan and grants made under the LTIP will not
result in the issuance of Common Shares from treasury.
Pursuant to the Option Plan, options to purchase Units may be granted to participants in respect of unissued Units.
In connection with the Arrangement, the Option Plan will be amended such that participants will be entitled to
exercise their Existing Options for Common Shares in lieu of Units following the Arrangement on the basis of one
Common Share for each Unit for which an Existing Option would have otherwise been exerciseable. For additional
information regarding the proposed amendments to the Option Plan, see “Approval of Amendments to the Option
Plan”.
Under the DEU Plan, certain senior officers are entitled to receive all or a portion of the annual cash incentive bonus
to which they may be entitled, if any, in the form of a DEU rather than cash payment. In connection with the
arrangement, the DEU Plan will be amended such that all references to Units and Unitholders will be amended to
- 20 -

efer to Common Shares and Shareholders. The DEU Plan is a cash only plan and grants made under the DEU Plan
will not result in the issuance of Common Shares from treasury.
In connection with the Arrangement, each of the LTIP, Option Plan and DEU Plan will be amended in order to
ensure that the Arrangement does not result in a “change of control” for the purposes of each such plan and to enable
the plans to transition to Newco upon completion of the Conversion. Such amendments will not result in an
acceleration of the vesting provisions under the LTIP, Option Plan and DEU Plan.
Forms of the amended LTIP, Option Plan and DEU Plan have been approved by the board of trustees of the Fund,
and upon completion of the Arrangement, the approved forms will be confirmed, ratified and approved by the board
of directors of Newco.
For additional details regarding the LTIP, the Option Plan and the DEU Plan, see “Executive and Other
Compensation” in the MIC.
Effect on Other Agreements
Following completion of the Arrangement, the Administration Agreement will be terminated. In addition, the
securityholders agreement governing Cineplex Entertainment GP and the Exchange Agreement will be terminated
prior to the completion of the Arrangement.
PRE-ARRANGEMENT STEPS
Pursuant to the Arrangement Agreement, each of the Cineplex Entities have covenanted and agreed that each of the
events set out below shall be completed prior to the Effective Date:
Amendment of the Fund Declaration of Trust, Trust Declaration of Trust, and the Cineplex Entertainment LP
Partnership Agreement.
(a) the Fund Declaration of Trust, the Trust Declaration of Trust, the Cineplex Entertainment LP Partnership
Agreement and such other material documents will be amended to the extent necessary to facilitate the
Arrangement and the implementation of the steps and transactions, described in the Plan of Arrangement,
as provided therein; and
Supplemental Indenture
(b) Newco will enter into the Supplemental Indenture with the Debenture Trustee, in accordance with the
applicable requirements of the Debenture Indenture and otherwise comply with any additional requirements
of the Debenture Indenture, pursuant to which Newco will assume all of the covenants and obligations of
the Fund under the Debentures on the dissolution of the Fund.
ARRANGEMENT STEPS
Pursuant to the Arrangement, commencing at the Effective Time, each of the events set out below shall occur and
shall be deemed to occur in the following order, each occurring five minutes apart (unless otherwise noted), without
any further act or formality except as otherwise provided in the Plan of Arrangement:
Exchange of Units for Common Shares
(a) All of the Units held by Unitholders will be transferred to Newco, free and clear of any claims, solely in
consideration for Common Shares on the basis of one Common Share for each Unit so transferred. At the
time the Common Shares are so issued, an amount determined by the directors of Newco shall be added to
the stated capital account maintained for the Common Shares issued under the Arrangement. The stated
capital maintained in respect of the Common Shares may be subsequently reduced by an amount
determined by the directors, in respect of which no amount is to be distributed to the shareholders of
Newco, as contemplated by Section 34(1)(b)(ii)(B) of the OBCA;
- 21 -

Exchange of Options
(b) each of the issued and outstanding Existing Options shall be exchanged under an agreement with Newco
for options to acquire the same number of Common Shares as the number of Units subject to the Existing
Options, at the same price and on the same terms as provided in the Existing Options;
Cancellation of the Initial Common Share of Newco
(c) the one common share of Newco issued to the Fund in connection with the organization of Newco will be
purchased for cancellation by Newco for a consideration of ten dollars ($10.00), and shall be cancelled;
Cancellation of Rights to Acquire Units
(d) all other rights to acquire Units outstanding immediately prior to the Effective Time, if any, shall be
cancelled and of no further force and effect, and shall be deemed to be exchanged for the same number of
economically equivalent rights to acquire Common Shares;
Dissolution of the Trust
(e) the Trust will be dissolved (as a result of which the Trust will cease to exist) and all of its assets and
liabilities shall be distributed to and assumed by the Fund; and
Dissolution of the Fund
(f) the Fund will be dissolved (as a result of which the Fund will cease to exist) and all of its assets and
liabilities, including the Debentures, shall be distributed to and assumed by Newco.
POST ARRANGEMENT STRUCTURE
Immediately following the completion of the Arrangement and the steps described above, the former Unitholders
and Exchangeable LP Unitholders will be the sole holders of Common Shares and Newco will own (directly and
indirectly) all of the issued and outstanding LP Units of Cineplex Entertainment LP. The following diagram
illustrates a simplified version of the organizational structure of Newco and its principal subsidiaries immediately
following the completion of the Arrangement and the steps described above. The business of the Fund Group is
carried on by Cineplex Entertainment LP and certain of its direct and indirect subsidiaries.
- 22 -

Upon the completion of the Arrangement, it is expected that approximately 57,332,650 Common Shares (plus any
Common Shares issued in exchange for Units issued in connection with the conversion of Debentures after the date
hereof and prior to December 22, 2010) and no Preferred Shares will be issued and outstanding. Following the
completion of the Arrangement, Newco may undertake certain transactions to simplify its structure, none of which
would have a material effect on its operations.
ARRANGEMENT AGREEMENT
Famous Players
Limited Partnership
(Manitoba)
Cineplex Entertainment
Corporation
(Ontario)
General
Partner
Cineplex Entertainment
Limited Partnership
(Manitoba)
PUBLIC
Cineplex Inc.
(Ontario)
The Arrangement is being effected pursuant to the Arrangement Agreement. The Arrangement Agreement contains
covenants, representations and warranties of and from each of the Fund, Newco, the Trust, Cineplex Entertainment
GP, Cineplex Entertainment LP, COC, CELP 2007 GP and CELP 2007 LP, and various conditions precedent, both
mutual and with respect to each entity and the Fund. The Arrangement Agreement is attached as Appendix “E”
to this Information Circular and reference is made thereto for the full text thereof.
The Arrangement Agreement may, at any time and from time to time before or after the Meeting, be amended in any
respect whatsoever by written agreement of the parties hereto without further notice to or authorization on the part
of their respective securityholders, provided that any such amendment that changes the consideration to be received
by the Unitholders pursuant to the Arrangement is brought to the attention of the Court before approval of the Final
Order and is subject to such requirements as may be ordered by the Court.
PROCEDURE FOR THE ARRANGEMENT BECOMING EFFECTIVE
Galaxy Entertainment
Inc.
(Ontario)
The Arrangement is proposed to be carried out pursuant to Section 182 of the OBCA. The following procedural
steps must be taken for the Arrangement to become effective, as more particularly described below:
(a) the Arrangement must be approved by a special resolution of the Unitholders;
- 23 -
Cineplex Inc. Shares
Cineplex Inc. Debentures

APPROVALS
(b) the Arrangement must be approved by the Court pursuant to the Final Order (as defined below
under the heading “– Approvals – Court Approval”);
(c) all conditions precedent to the Arrangement, including those set forth in the Arrangement
Agreement, must be satisfied or waived by the appropriate parties; and
(d) the Final Order (as defined below under the heading “– Approvals – Court Approval”), the articles
of arrangement in respect of the Arrangement (the “Articles of Arrangement”) and related
documents, in the form prescribed by the OBCA, must be filed with the director appointed under
section 278 of the OBCA (the “Director”) and a certificate must be issued by the Director.
Unitholder Approval
Pursuant to the Interim Order (as defined below), the number of votes required to approve the Arrangement
Resolution must be at least two-thirds (66%) of the votes cast by Unitholders, either in person or by proxy, at the
Meeting. See “General Proxy Matters”.
Notwithstanding the foregoing, the Arrangement Resolution authorizes the Board of Trustees without further notice
to, or approval of, Unitholders, subject to the terms of the Arrangement, to amend or terminate the Arrangement
Agreement or Plan of Arrangement, or to revoke the Arrangement Resolution at any time prior to the Arrangement
becoming effective pursuant to the provisions of the OBCA. The full text of the Arrangement Resolution is attached
as Appendix “A” to this Information Circular.
Court Approval
Interim Order
On November 1, 2010, the Court granted an interim order facilitating the calling of the Meeting and prescribing the
conduct of the Meeting and other matters (the “Interim Order”). The Interim Order is attached as Appendix “C” to
this Information Circular.
Final Order
The OBCA provides that an arrangement requires Court approval. Subject to the terms of the Arrangement
Agreement, and if the Arrangement Resolution is approved by Unitholders at the Meeting in the manner required by
the Interim Order, the Fund, the Trust, Cineplex Entertainment GP, Cineplex Entertainment LP, COC, CELP 2007
GP, CELP 2007 LP and Newco will make an application to the Court for a final order (the “Final Order”).
The application for the Final Order approving the Arrangement is scheduled for December 8, 2010 at 10:00 a.m.
(Toronto time), at Toronto, Ontario, or as soon thereafter as counsel may be heard in Toronto, Ontario. The notice of
application in respect of the Final Order is attached hereto as Appendix “D”. At the hearing, any Unitholder and any
other interested party who wishes to participate or to be represented or to present evidence or argument may do so,
subject to filing with the Court and serving upon the Fund, the Trust, Cineplex Entertainment GP, Cineplex
Entertainment LP, COC, CELP 2007 GP, CELP 2007 LP and Newco a notice of intention to appear together with
any evidence or materials which such party intends to present to the Court on or before 10:00 a.m. (Toronto time) on
December 3, 2010. Service of such notice shall be effected by service upon the Fund’s legal counsel, Goodmans
LLP, 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7, Attention: Tom Friedland/Jason Wadden.
Prior to the hearing on the Final Order, the Court will be informed that the Final Order will constitute the basis for
an exemption from registration under the 1933 Act for the Common Shares to be issued to holders of Units in the
Arrangement pursuant to Section 3(a)(10) of the 1933 Act. The Court will be provided with what the Fund believes
will be sufficient information to determine the value of both the Units being exchanged and the Common Shares
being issued. Such information will include, among other things, this Booklet.
The Fund has been advised by its counsel that the Court has broad discretion under the OBCA when making orders
with respect to the Arrangement and that the Court, in accordance with the OBCA, will consider, among other
- 24 -

things, the fairness and reasonableness of the terms and conditions of the exchange of the Common Shares for the
outstanding Units under the Arrangement, both from a substantive and a procedural point of view. The Court may
approve the Arrangement, either as proposed or as amended, in any manner the Court may direct, subject to
compliance with such terms and conditions, if any, as the Court thinks fit. Depending upon the nature of any
required amendments, the Fund and Newco may determine not to proceed with the Arrangement.
Conditions Precedent to the Arrangement
The respective obligations of Newco, the Fund, the Trust, Cineplex Entertainment GP, Cineplex Entertainment LP,
COC, CELP 2007 GP and CELP 2007 LP to consummate the transactions contemplated by the Arrangement
Agreement, and in particular the Arrangement, are subject to the satisfaction, on or before the Effective Date, of a
number of conditions, any of which may be waived by the mutual consent of such parties without prejudice to their
right to rely on any other of such conditions. These conditions include, without limitation:
(a) the Interim Order shall have been granted in form and substance satisfactory to the Fund, the
Trust, Cineplex Entertainment GP, Cineplex Entertainment LP, COC, CELP 2007 GP, CELP 2007
LP and Newco, acting reasonably, not later than November 1, 2010 or such later date as the parties
to the Arrangement Agreement may agree and shall not have been set aside or modified in a
manner unacceptable to such parties on appeal or otherwise;
(b) the Arrangement Resolution shall have been approved by the requisite number of votes cast by the
Unitholders at the Meeting in accordance with the provisions of the Interim Order and any
applicable regulatory requirements;
(c) the Final Order shall have been granted in form and substance satisfactory to the Fund, the Trust,
Cineplex Entertainment GP, Cineplex Entertainment LP, COC, CELP 2007 GP, CELP 2007 LP
and Newco, acting reasonably, not later than December 8, 2010 or such later date as the parties to
the Arrangement Agreement may agree;
(d) the Articles of Arrangement and all necessary related documents, in form and substance
satisfactory to the Fund, the Trust, Cineplex Entertainment GP, Cineplex Entertainment LP, COC,
CELP 2007 GP, CELP 2007 LP and Newco, acting reasonably, shall have been accepted for filing
by the Director together with the Final Order in accordance with Subsection 183(1) of the OBCA;
(e) no material action or proceeding shall be pending or threatened by any person, company, firm,
governmental authority, regulatory body or agency and there shall be no action taken under any
existing applicable law or regulation, nor any statute, rule, regulation or order which is enacted,
enforced, promulgated or issued by any court, department, commission, board, regulatory body,
government or governmental authority or similar agency, domestic or foreign, that:
(i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the
Arrangement or any other transactions contemplated in the Arrangement Agreement or
the Plan of Arrangement; or
(ii) results in a judgment or assessment of material damages directly or indirectly relating to
the transactions contemplated in the Arrangement Agreement or the Plan of
Arrangement;
(f) all material third party and regulatory consents, exemptions and approvals considered necessary or
desirable by the parties with respect to the transactions contemplated under the Arrangement shall
have been completed or obtained; and
(g) the TSX shall have conditionally approved the listing or the substitutional listing of the Common
Shares to be issued pursuant to the Arrangement and the continued listing of the Debentures,
subject only to the filing of required documents which cannot be filed prior to the Effective Date.
- 25 -

Upon the conditions being satisfied or waived, Newco intends to file a copy of the Final Order and the Articles of
Arrangement with the Director under the OBCA, together with such other materials as may be required by the
Director, in order to give effect to the Arrangement.
TIMING OF COMPLETION OF THE ARRANGEMENT
If the Meeting is held as scheduled and is not adjourned and the Arrangement Resolution is approved, the Fund, the
Trust, Cineplex Entertainment GP, Cineplex Entertainment LP, COC, CELP 2007 GP, CELP 2007 LP and Newco
currently intend to apply for the Final Order approving the Arrangement on December 8, 2010 at 10:00 a.m.
(Toronto time). If the Final Order is obtained in form and substance satisfactory to the Fund, the Trust, Cineplex
Entertainment GP, Cineplex Entertainment LP, COC, CELP 2007 GP, CELP 2007 LP and Newco acting
reasonably, and all other conditions set forth in the Arrangement Agreement are satisfied or waived, the Fund
expects the Effective Date to be on or around January 1, 2011.
The Arrangement will become effective, following the filing with the Director of the Articles of Arrangement and a
copy of the Final Order, together with such other materials as may be required by the Director, and issuance by the
Director of the corresponding certificate, on the Effective Date as provided in the Plan of Arrangement.
The Fund’s objective is to have the Effective Date occur on or around January 1, 2011. The Effective Date could be
delayed, however, for a number of reasons, including a failure to obtain the Final Order on December 8, 2010.
PROCEDURE FOR EXCHANGE OF UNITS
As the Units trade in the “book entry” system and no certificates are issued to Beneficial Unitholders, no certificates
for the Common Shares will be issued to Beneficial Unitholders following the completion of the Arrangement. On
or about the Effective Date, Newco will deliver to CDS a certificate evidencing the aggregate number of Common
Shares issued to former Unitholders in connection with the Arrangement and to Exchangeable LP Unitholders.
Beneficial Unitholders of Units do not need to take any action involving their Units.
If the Arrangement is not implemented, the Fund will continue to operate as a publicly-traded income trust and the
Units and the Debentures will remain listed on the TSX.
EXPENSES OF THE ARRANGEMENT
The estimated costs to be incurred by the Fund Group with respect to the Arrangement and related matters including,
without limitation, financial advisory, accounting and legal fees, and the preparation, printing and mailing of this
Information Circular and other related documents and agreements, are expected to aggregate to approximately
$900,000.
STOCK EXCHANGE LISTING
It is a condition to completion of the Arrangement that the TSX shall have conditionally approved the substitutional
listing of the Common Shares and the continued listing of the Debentures. The TSX has conditionally approved the
substitutional listing of the Common Shares, as well as the continued listing of the Debentures as assumed by
Newco and the Common Shares underlying the Debentures, subject to Newco fulfilling the requirements of the
TSX. The Common Shares will be listed on the TSX under the trading symbol “CGX” and the Debentures will
continue to be listed on the TSX under the trading symbol “CGX.DB”.
SECURITIES LAW MATTERS
Canada
All securities to be issued under the Arrangement, including, without limitation, the Common Shares, will be issued
in reliance on exemptions from prospectus and registration requirements of applicable Canadian securities laws and,
following completion of the Arrangement, the Common Shares will generally be “freely tradeable” (other than as a
result of any “control block” restrictions which may arise by virtue of the ownership thereof) under applicable
Canadian securities laws of the provinces and territories of Canada.
- 26 -

United States
Status under U.S. securities laws
The Fund is, and following the issuance of the Common Shares if the Arrangement is approved, Newco will be, a
“foreign private issuer” as defined in Rule 3b-4 under the 1934 Act. It is the Fund’s intention that the Common
Shares will be listed for trading on the TSX following completion of the Arrangement. Newco does not currently
intend to seek a listing for the Common Shares on a stock exchange in the United States. Newco intends to rely on
an exemption from the reporting requirements of the 1934 Act pursuant to Rule 12g3-2(b) promulgated under the
1934 Act.
Issuance and resale of Common Shares and Newco Options under U.S. securities laws
The following discussion is a general overview of certain requirements of U.S. federal securities laws that may
be applicable to holders of Units in the United States (“U.S. Securityholders”). All U.S. Securityholders are
urged to consult with their own legal counsel to ensure that any subsequent resale of Common Shares issued
to them under the Arrangement complies with applicable securities legislation.
The following discussion does not address the Canadian securities laws that will apply to the issue of the Common
Shares or the resale of Common Shares by U.S. Securityholders within Canada. U.S. Securityholders reselling their
Common Shares in Canada must comply with Canadian securities laws, as outlined above under “— Canada”.
Exemption from the registration requirements of the 1933 Act
The Common Shares to be issued pursuant to the Arrangement will not be registered under the 1933 Act or the
securities laws of any state of the United States and will be issued in reliance upon the exemption from registration
set forth in Section 3(a)(10) of the 1933 Act and exemptions provided under the securities laws of each state of the
United States in which U.S. Securityholders reside. Section 3(a)(10) of the 1933 Act exempts from registration the
distribution of a security that is issued in exchange for one or more bona fide outstanding securities where the terms
and conditions of such issuance and exchange are approved, after a hearing upon the fairness of such terms and
conditions at which all persons to whom it is proposed to issue securities in such exchange have the right to appear,
by any court or by a governmental authority expressly authorized by law to grant such approval. Accordingly, the
Final Order will, if granted, constitute a basis for the exemption from the registration requirements of the 1933 Act
with respect to the Common Shares issued in connection with the Arrangement.
Resales of Common Shares by non-affiliates after the completion of the Arrangement
Persons who are not affiliates of Newco after the Arrangement and have not been affiliates within 90 days of the
consummation of the Arrangement may resell the Common Shares that they receive in connection with the
Arrangement in the United States without restriction under the 1933 Act. As defined in Rule 144 under the 1933
Act, an “affiliate” of an issuer is a person that, directly or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, the issuer and may include certain officers and directors of such
issuer as well as principal shareholders of such issuer. Additionally, non-affiliates may resell freely outside of the
United States (although they must comply with local securities law requirements, if any), including selling freely on
the TSX.
Resales of Common Shares by affiliates after the completion of the Arrangement
Common Shares received by a holder who will be an “affiliate” of Newco after the Arrangement or was an affiliate
within 90 days of the consummation of the Arrangement will be subject to certain restrictions on resale imposed by
the 1933 Act. Persons who are affiliates of Newco after the Arrangement may not sell the Common Shares that they
receive in connection with the Arrangement in the absence of registration under the 1933 Act, unless an exemption
from registration is available, such as the exemptions contained in Rule 144 or Rule 904 of Regulation S under the
1933 Act.
Affiliates — Rule 144. In general, under Rule 144, persons who are affiliates of Newco after the Arrangement and
have not been affiliates of Newco within 90 days of the consummation of the Arrangement will be entitled to sell in
the United States, during any three-month period, the Common Shares that they receive in connection with the
Arrangement, provided that the number of such securities sold does not exceed the greater of one percent of the then
outstanding securities of such class and, if such securities are listed on a United States securities exchange and/or
- 27 -

eported through the automated questions system of a U.S. registered securities association, the average weekly
trading volume of such securities during the four calendar week period preceding the date of sale, subject to
specified restrictions on manner of sale, requirements, aggregation rules and the availability of current public
information about Newco. Persons who are affiliates of Newco after the Arrangement will continue to be subject to
the resale restrictions described in this paragraph for so long as they continue to be affiliates of Newco.
Affiliates — Regulation S. In general, under Regulation S, persons who are affiliates of Newco solely by virtue of
their status as an officer or director of Newco may sell their Common Shares outside the United States in an
“offshore transaction” (which would include a sale through the TSX, if applicable) if neither the seller, an affiliate
nor any person acting on its behalf engages in “directed selling efforts” in the United States. In the case of a sale of
Common Shares by an officer or director who is an affiliate of Newco solely by virtue of holding such position,
there is an additional requirement that no selling concession, fee or other remuneration is paid in connection with
such sale other than the usual and customary broker’s commission that would be received by a person executing
such transaction as agent. For purposes of Regulation S, “directed selling efforts” means “any activity undertaken
for the purpose of or that could reasonably be expected to have the effect of, conditioning the market in the United
States for any of the securities being offered”. Certain additional restrictions, set forth in Rule 903 of Regulation S,
are applicable to a holder of Common Shares who is an affiliate of Newco after the Arrangement other than solely
by virtue of his or her status as an officer or director of Newco.
APPROVAL OF AMENDMENTS TO THE OPTION PLAN
At the Meeting, the Unitholders will be asked to consider and, if deemed advisable, pass an ordinary resolution
approving amendments to the Option Plan which will (i) increase the number of Units (or Common Shares
following the Arrangement) reserved for issuance under such plan from 4,500,000 to 5,250,000; and (ii) extend the
maximum term of any unissued Options to be granted in the future from five years to ten years. In addition, the
Option Plan will be amended such that participants will be entitled to exercise their Existing Options for Common
Shares in lieu of Units following the completion of the Arrangement on the basis of one Common Share for each
Unit for which an Existing Option would have been otherwise exercisable (which amendments do not require
Unitholder approval). For a description of the Option Plan, see “Executive and Other Compensation” in the MIC.
INCREASE IN NUMBER OF UNITS RESERVED FOR ISSUANCE
The Trustees believe that option grants are an essential element in retaining and attracting additional members to
senior management and in motivating employees of the Fund (and, following the Arrangement, Newco). In order to
allow the continued use of option grants, the Fund will require an increase in the number of options available. In
recommending an amendment to the Option Plan, the Trustees are mindful of the appropriateness of recommending
only a reasonable increase in the number of options that may be granted under the Option Plan.
Currently, the Fund has an available pool of options for grant under the Option Plan equal to only 2,021,666 Units,
or 3.5% of the number of Units outstanding as at the date hereof. The Option Plan currently permits the Fund to
grant options to purchase up to 4,500,000 Units. Since the plan’s inception in February 2008 until the date hereof,
options to purchase 805,723 Units have been granted and exercised or cancelled) and options to acquire 1,694,277
Units have been granted and not yet exercised or cancelled. After considering all relevant factors, the Trustees
believe that it is appropriate to increase the number of Units reserved for issuance under the Option Plan by 750,000
Units to a new fixed maximum number of 5,250,000 Units.
If the proposed amendment to the Option Plan is approved by Unitholders, the total number of options granted and
unexercised and options available for grant would be increased from 3,715,943 to 4,465,943, equal to 7.8% of the
number of Units outstanding as at the date hereof. The total number of options that would then be available for
grant would be increased to 2,771,666, representing 4.8% of the number of Units outstanding as of the date hereof.
The Trustees are of the view that this change will ensure that the Option Plan continues to serve its purpose of
aligning the interests of Unitholders with those of the officers and employees of the Fund.
- 28 -

EXTENSION OF MAXIMUM TERM OF UNISSUED OPTIONS
The amendment to the Option Plan to extend the maximum term of unissued options granted under the Option Plan
from five years to ten years was recommended by the Fund’s independent compensation consultant in connection
with the design of the post-Conversion long-term incentive plan.
The post-Conversion long-term incentive plan design includes, amongst other plans, a performance share unit plan
(the “PSU Plan”), under which performance share units are granted that vest three years from the grant date, subject
to specific corporate performance objectives. The PSU Plan is a cash only plan and grants made under the PSU Plan
will not result in the issuance of Common Shares from treasury. Given that the PSU Plan covers a three-year
performance period, having a term under the Option Plan of greater than five years will provide a more balanced
long-term shareholder value creation focus across the Fund’s incentive plans.
Furthermore, the extension of the maximum term will align the Fund (and, following the completion of the
Conversion, Newco) with common competitive market practice in Canada. Following the amendment, the board of
directors of Newco will determine the option term applying to a grant of options on the date of the grant, with such
option term extending to a maximum of ten years.
The amendments requiring Unitholder approval must be approved by a majority of the votes cast at the Meeting in
person or by proxy.
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
In the opinion of Goodmans LLP, counsel to the Fund and Newco, the following is a fair and adequate summary, as
of the date hereof, of the principal Canadian federal income tax considerations generally applicable under the Tax
Act to Unitholders in respect of the Arrangement and the holding of Common Shares. This summary is applicable to
a Unitholder who (i) holds Units and will hold any Common Shares received pursuant to the Arrangement as capital
property, (ii) deals at arm’s length and is not affiliated with the Fund or Newco, and (iii) does not use or hold Units
or will not use or hold Common Shares in the course of carrying on a business, and did not acquire the Units or
Common Shares in one or more transactions considered to be an adventure or concern in the nature of trade (a
“Holder”). A Holder who is a Canadian resident and who might not otherwise be considered to hold their Units or
Common Shares as capital property may, in certain circumstances, be entitled to have the Units, Common Shares,
and any other “Canadian security” (as defined in the Tax Act) held by it in the taxation year of the election and in all
subsequent taxation years treated as capital property by making the irrevocable election permitted by subsection
39(4) of the Tax Act. A Holder contemplating making such an election should consult their own tax advisor.
This summary is not applicable to a Holder: (i) that is a “financial institution” for the purposes of the “mark-tomarket
property” rules under the Tax Act; (ii) that is a “specified financial institution” within the meaning of the
Tax Act, (iii) an interest in which is a “tax shelter investment” (as defined in the Tax Act), or (iv) that has elected to
have the “functional currency” reporting rules under the Tax Act apply. Counsel has assumed for the purposes of
this summary that the Fund is at all relevant times a “mutual fund trust” for the purposes of the Tax Act.
This summary is based upon the facts set out in this Information Circular, the provisions of the Tax Act in force at
the date of this Information Circular and counsel’s understanding of the current administrative and assessing policies
and practices of the CRA published in writing prior to the date hereof. This summary takes into account all specific
proposals to amend the Tax Act which have been publicly announced by or on behalf of the Minister prior to the
date of this Information Circular (the “Tax Proposals”). No assurance can be given that the Tax Proposals will be
enacted as currently proposed or at all.
This summary is not exhaustive of all possible Canadian federal income tax consequences and, except for the Tax
Proposals, does not take into account, or anticipate any changes in law, whether by legislative, regulatory or judicial
action or decision. This summary does not take into account any provincial, territorial or foreign income tax
considerations. The provincial, territorial or foreign income tax consequences of the Arrangement may differ
significantly from those identified in the following discussion. Holders should consult their own tax advisors in
respect of the provincial, territorial, or foreign income tax consequences of the Arrangement.
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This summary is of a general nature only and should not be construed to be, nor is it intended to be, legal or
tax advice or representations to any particular Holders. Accordingly, Holders should consult their own tax
advisors for advice with respect to the income tax consequences to them in their particular circumstances.
HOLDERS RESIDENT IN CANADA
The following portion of the summary generally is applicable to a Holder that is, for the purposes of the Tax Act and
any applicable income tax treaty or convention and at all relevant times, a resident of Canada (a “Resident
Holder”).
Exchange of Units for Common Shares
A Resident Holder who disposes of Units to Newco in exchange for Common Shares pursuant to the Arrangement
will be deemed (i) to have disposed of each such Unit for proceeds of disposition equal to the adjusted cost base (as
defined in the Tax Act) of such Unit to the Resident Holder immediately before the disposition, and (ii) to have
acquired each Common Share received on the exchange at a cost equal to the adjusted cost base to the Resident
Holder of the particular Unit immediately before the particular disposition. As a consequence, Resident Holders will
not realize a capital gain or capital loss on the disposition of their Units to Newco in exchange for Common Shares.
If either (i) the fair market value of the Common Share immediately after the disposition exceeds the fair market
value of the Unit at the time of the disposition (“Excess Share Value”), or (ii) the fair market value of a Unit at the
time of disposition exceeds the fair market value of the Common Share immediately after the disposition and it is
reasonable to regard any portion of the excess value as a benefit that the Resident Holder desired to confer on a
person or partnership with whom the Resident Holder does not deal at arm’s length (“Excess Unit Value”), the
Excess Share Value or the Excess Unit Value, as applicable, must be included in computing the income of the
Resident Holder for the taxation year in which the disposition occurs. No assurance can be given that the CRA will
accept the position that the fair market value of a Unit at the time of disposition is equal to the fair market value of a
Common Share immediately after the disposition.
Dividends on Common Shares
In the case of a Resident Holder who is an individual (other than certain trusts), a dividend received or deemed to be
received on a Common Share will be included in computing the Resident Holder’s income, and will be subject to the
normal gross-up and dividend tax credit rules applicable to dividends paid by taxable Canadian corporations under
the Tax Act, including the enhanced gross-up and dividend tax credit applicable to any dividend designated as an
“eligible dividend” in accordance with the provisions of the Tax Act. There may be limitations on the ability to
designate all dividends on the Common Shares as “eligible dividends”.
A dividend received or deemed to be received on a Common Share by a Resident Holder that is a corporation
generally will be included in the Resident Holder corporation’s income for the taxation year in which such dividend
is received and generally will be deductible in computing the Resident Holder corporation’s taxable income. A
Resident Holder that is a “private corporation” or a “subject corporation” (as those terms are defined in the Tax
Act), may be liable to pay a refundable tax of 33 1/3% under Part IV of the Tax Act on a dividend received (or
deemed to be received) in the taxation year on a Common Share to the extent such dividend is deductible in
computing such Resident Holder’s taxable income for the year.
Disposing of Common Shares
A disposition or a deemed disposition of a Common Share by a Resident Holder generally will result in the Resident
Holder realizing a capital gain (or a capital loss) in the taxation year of the disposition equal to the amount by which
the proceeds of disposition of the Common Share are greater (or less) than the aggregate of the Resident Holder’s
adjusted cost base thereof and any reasonable costs of disposition. The adjusted cost base of a Common Share to a
Resident Holder generally will be the average of the cost of all Common Shares held by such Resident Holder as
capital property. Such capital gain (or capital loss) will be subject to the tax treatment described below under
“Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”.
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Taxation of Capital Gains and Capital Losses
Generally, one-half of any capital gain (a “taxable capital gain”) realized by a Resident Holder in a taxation year
must be included in the Resident Holder’s income for the year, and one-half of any capital loss (an “allowable
capital loss”) realized by a Resident Holder in a taxation year must be deducted from taxable capital gains realized
by the Resident Holder in that year. Allowable capital losses for a taxation year in excess of taxable capital gains
for that year may, generally, be carried back and deducted in any of the three preceding taxation years or carried
forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the
extent and under the circumstances described in the Tax Act.
The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition of a Common
Share may be reduced by the amount of dividends received or deemed to be received by the Resident Holder on
such shares (or on shares for which the shares have been substituted) to the extent and under the circumstances
described in the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary
of a trust that owns Common Shares, directly or indirectly, through a partnership or a trust. A Resident Holder to
whom these rules may be relevant should consult his, her or its own tax advisor.
A Resident Holder that is throughout the year a “Canadian-controlled private corporation” (as defined in the Tax
Act) may be liable to pay, in addition to tax otherwise payable under the Tax Act, a refundable tax of 6% on
certain investment income, including taxable capital gains.
Alternative Minimum Tax
Taxable capital gains realized and dividends received by a Resident Holder that is an individual or a trust, other than
certain specified trusts, may give rise to alternative minimum tax under the Tax Act. A Common Shareholder who
is an individual should contact his or her tax advisor in this regard.
Reduction of Stated Capital
In the event that the stated capital of the Common Shares is reduced pursuant to the Arrangement, there will not be
any immediate Canadian income tax consequences to a Holder. However, the reduction of the stated capital and
consequential reduction of the paid-up capital of the Common Shares may have future Canadian income tax
consequences to a Holder in certain limited circumstances, which may include if Newco were to repurchase, under
certain limited circumstances, any of its Common Shares or if Newco were dissolved.
ELIGIBILITY FOR INVESTMENT
The Common Shares will be qualified investments under the Tax Act for Plans provided that the Common Shares
are listed on a “designated stock exchange” (which currently includes the TSX) for purposes of the Tax Act.
Notwithstanding the foregoing, if the Common Shares are “prohibited investments” for purposes of a tax-free
savings account, a Holder will be subject to a penalty tax as set out in the Tax Act. The Common Shares will not be
a prohibited investment for a trust governed by a tax-free savings account provided that the Holder of the tax-free
savings account deals at arm’s length with Newco and does not have a significant interest (within the meaning of the
Tax Act) in Newco, or a corporation, partnership or trust with which Newco does not deal at arm’s length for the
purposes of the Tax Act. Holders are advised to consult their own tax advisors in this regard.
HOLDERS NOT RESIDENT IN CANADA
The following portion of the summary generally is applicable to a Holder who is, at all relevant times, neither a
resident of Canada nor deemed to be a resident of Canada for the purposes of the Tax Act and any applicable income
tax treaty or convention and who does not use or hold, and is not deemed to use or hold, their Units or Common
Shares in carrying on a business in Canada (a “Non-Resident Holder”). Special rules, which are not discussed in
this summary, may apply to a Non-Resident Holder that is an insurer carrying on business in Canada and elsewhere.
- 31 -

Exchange of Units for Common Shares
A Non-Resident Holder will not realize a capital gain or loss for Canadian federal income tax purposes on the
disposition of their Units to Newco in exchange for Common Shares pursuant to the Arrangement. Where a Unit
held by a Non-Resident Holder was “taxable Canadian property” of the Non-Resident Holder, a Common Share
received upon the Arrangement will be deemed to be, at any time within 60 months after the disposition, taxable
Canadian property to the Non-Resident Holder. A Unit generally will not be considered to be taxable Canadian
property to a Non-Resident Holder unless, at any time during the 60-month period immediately preceding the
disposition of Units, the Non-Resident Holder or a person with whom the Non-Resident Holder did not deal at arm’s
length (or any combination thereof) held 25% or more of the Units and more than 50% of the fair market value of
the Units was derived directly or indirectly from one or any combination of (i) real or immovable property situated
in Canada, (ii) Canadian resource properties, (iii) timber resource properties (as such terms are defined in the Tax
Act), and (iv) options in respect of, or interests in, or for civil law rights in, property described in (i) to (iii), whether
or not the property exists.
Any Excess Share Value or Excess Unit Value attributable to a Non-Resident Holder will be deemed to be a
dividend from a corporation resident in Canada for purposes of the Tax Act. Such amount will be subject to
withholding tax in Canada at a rate of 25% unless reduced by the provisions of an applicable tax treaty. No
assurance can be given that the CRA will accept the position that the fair market value of a Unit at the time of
disposition is equal to the fair market value of a Common Share immediately after the disposition.
Dividends on Common Shares
A dividend paid or deemed to be paid to a Non-Resident Holder on a Common Share will be subject to Canadian
withholding tax at the rate of 25% unless such rate is reduced under the provisions of an applicable tax treaty.
Disposition of Common Shares
A Non-Resident Holder will generally not be liable to Canadian income tax on a disposition or deemed disposition
of a Common Share unless the Non-Resident Holder’s Common Share is, or is deemed to be, taxable Canadian
property to the Non-Resident Holder at the time of disposition and the Non-Resident Holder is not entitled to relief
under the provisions of an applicable tax treaty. Conversely, to the extent that a Non-Resident Holder realizes a
capital loss from the disposition of a Common Share, the amount of the capital loss may not be deductible against
capital gains of a Non-Resident Holder for the purposes of the Tax Act.
Generally, a Common Share will not be taxable Canadian property to a Non-Resident Holder at a particular time
provided that either: (a) at no time during the 60-month period preceding the particular time did such Common
Share derive more than 50% of its fair market value directly or indirectly from one or any combination of: (i) real or
immovable properties situated in Canada, (ii) Canadian resource properties, (iii) timber resource properties (as such
terms are defined in the Tax Act), and (iv) options in respect of, or interests in, or for civil law rights in, property
described in (i) to (iii), whether or not the property exists; or (b) such Common Share is listed on a designated stock
exchange (which currently includes the TSX), at that time and at no time during the 60-month period ending at that
time, did the Non-Resident Holder, persons not dealing at arm’s length with such Non-Resident Holder or the Non-
Resident Holder together with all such persons, own 25% or more of the issued shares of any class or series of the
capital stock of Newco. Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, Common
Shares could be deemed to be a taxable Canadian property. In particular, if a Unit held by a Non-Resident Holder
was taxable Canadian property to such Non-Resident Holder, a Common Share received by the Non-Resident
Holder upon the Arrangement will be deemed to be, at any time within 60 months after the disposition, taxable
Canadian property to such Non-Resident Holder.
Reduction of Stated Capital
The tax consequences of the reduction of capital to a Non-Resident Holder will generally be as described above
under “– Holder Resident in Canada – Reduction of Stated Capital”.
- 32 -

Circular 230 Disclosure
CERTAIN UNITED STATES INCOME TAX CONSIDERATIONS
Any tax statement made herein regarding any United States federal tax is not intended or written to be used, and
cannot be used, by any taxpayer for purposes of avoiding any penalties. Any such statement herein is written in
connection with the marketing or promotion of the transaction to which the statement relates. Each taxpayer should
seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.
General
The following summary describes certain United States federal income tax considerations associated with the
acquisition, ownership and disposition of Common Shares by U.S. Holders (as defined below). This disclosure
addresses only Common Shares that are held as capital assets by U.S. Holders and that are received in exchange for
Units pursuant to the terms of the Arrangement. This summary does not cover all aspects of United States federal
income taxation that may be relevant to the acquisition, ownership or disposition of Common Shares by prospective
investors in light of their particular circumstances. In particular, this summary does not address all of the tax
considerations that may be relevant to certain types of investors subject to special treatment under United States
federal income tax laws, such as:
• dealers in securities or currencies;
• financial institutions;
• regulated investment companies;
• real estate investment trusts;
• tax-exempt entities (including private foundations);
• insurance companies;
• persons holding Common Shares as a part of a hedging, integrated, conversion or constructive sale
transaction or a straddle;
• traders in securities that elect to use a mark-to-market method of accounting;
• persons liable for alternative minimum tax;
• investors in pass-through or other entities;
• U.S. Holders whose “functional currency” is not the U.S. dollar;
• United States expatriates; or
• U.S. Holders who own 10% or more of the voting shares of Newco.
This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the
Treasury Regulations promulgated thereunder and administrative and judicial interpretations thereof, all as currently
in effect, and all subject to differing interpretations or change, possibly on a retroactive basis. Any such change
could have an impact on the rules discussed herein. This summary is based in part on facts described in the
Information Circular. This summary does not address any United States federal estate or gift, state, local or non-
United States tax considerations.
For purposes of this summary, a “U.S. Holder” means a beneficial owner of Common Shares that is, for United
States federal income tax purposes:
an individual who is a citizen or resident of the United States;
a corporation (or other entity taxable as a corporation for United States federal income tax purposes)
created or organized in or under the laws of the United States or of any political subdivision thereof;
an estate, the income of which is subject to United States federal income taxation regardless of its source;
or
- 33 -

a trust if it (i) is subject to the primary supervision of a court within the United States and one or more
United States persons have the authority to control all substantial decisions of the trust or (ii) was in
existence on August 20, 1996 and has properly elected under applicable United States Treasury Regulations
to be treated as a United States person.
If a partnership or other entity or arrangement treated as a partnership for United States federal income tax purposes
holds Common Shares, the tax treatment of the partner will generally depend upon the status of the partner and the
activities of the partnership. U.S. Holders who are partners of a partnership holding Common Shares should consult
their own tax advisors.
It should be noted that we have not sought any ruling from the Internal Revenue Service (“IRS”) with respect to the
statements made and the conclusions reached in the following summary. As a result, the IRS or the courts may not
agree with the tax consequences described below. A different treatment from that described below could adversely
affect the amount, timing and character of income, gain or loss in respect of the Common Shares.
THE FOLLOWING SUMMARY IS OF A GENERAL NATURE ONLY AND IS NOT A SUBSTITUTE
FOR CAREFUL TAX PLANNING AND ADVICE. U.S. HOLDERS OF UNITS ARE URGED TO
CONSULT THEIR OWN TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL INCOME
TAX CONSIDERATIONS ASSOCIATED WITH ACQUIRING, OWNING AND DISPOSING OF
COMMON SHARES IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS ANY
CONSIDERATIONS ARISING UNDER THE LAWS OF ANY FOREIGN, STATE, LOCAL OR OTHER
TAXING JURISDICTION.
Anti-Deferral Provisions Not Expected to Apply
The Fund believes that it is not currently and has not been a passive foreign investment company (“PFIC”) for
United States federal income tax purposes. Newco is not expected to be PFIC. The remainder of this summary
assumes that neither the Fund nor Newco are PFICs. A non-U.S. corporation would be considered a PFIC with
respect to a U.S. Holder if during any taxable year during such U.S. Holder’s holding period, 75% or more of the
non-U.S. corporation’s gross income consists of certain types of “passive” income, or if the average value during a
taxable year of its “passive assets” (generally, assets that generate passive income) is 50% or more of the average
value of all assets held by it. Passive income generally includes items such as dividends, interest, rents and
royalties, although there are various “look-through” rules that treat dividends from related persons, for example, as
non-passive under certain conditions and that treat the assets and income of 25% or greater owned subsidiaries as
the assets and income of the shareholder. Since Newco will be directly and indirectly engaged in an actively
operated business, it is anticipated that Newco would not be a PFIC.
If the Fund is a PFIC or if Newco is or becomes a PFIC, the U.S. federal income tax considerations summarized
herein could be materially and adversely different.
Exchange of Units for Common Shares
Based on certain representations made by Newco, the terms of Arrangement should be characterized as a
“reorganization” pursuant to Section 368(a)(1)(F) of the Code or Section 368(a)(1)(D) of the Code or as a tax-free
exchange under Section 351 of the Code. As such, U.S. Holders of Units who receive Common Shares in exchange
for Units should not recognize any gain or loss in respect of such exchange for United States federal income tax
purposes.
In addition, a U.S. Holder’s tax basis in the Common Shares received in the exchange should be equal to such U.S.
Holder’s tax basis in the Units surrendered and the holding period of the Common Shares should include the holding
period on the Units.
Dividends
The gross amount of distributions to a U.S. Holder on Common Shares will be treated as a dividend, to the extent
paid out of the Newco’s current or accumulated earnings and profits (as determined under United States federal
income tax principles). Such dividend will be includible in a U.S. Holder’s gross income on the day received or
- 34 -

accrued by a U.S. Holder. Distributions to a U.S. Holder in excess of the Newco’s current and accumulated earnings
and profits will be treated first as a return of capital that reduces a U.S. Holder’s tax basis in such Common Shares,
and then as gain from the sale or exchange of such Common Shares. Until taxable years beginning after December
31, 2010, dividend income will generally be taxed to individuals at the rates applicable to long-term capital gains,
provided that the Newco is a “qualified foreign corporation,” the Common Shares are held for a minimum holding
period, and other requirements are satisfied.
A qualified foreign corporation includes a foreign corporation that is eligible for the benefits of an income tax treaty
with the United States, if such treaty contains an exchange of information provision and the United States Treasury
Department has determined that the treaty is satisfactory for these purposes. The United States Treasury has
determined that the Canada-United States Income Tax Convention (the “Canadian Treaty”) meets these
requirements, and therefore it is expected that the Newco will be eligible for the benefits of the Canadian Treaty and
be a qualified foreign corporation.
Dividends on the Common Shares will not be eligible for the dividends-received deduction generally allowed to
United States corporations. As discussed above under “Certain Canadian Federal Income Tax Considerations”, U.S.
Holders may be subject to Canadian withholding taxes on dividends with respect to the Common Shares. Subject to
certain conditions and limitations, such withholding taxes may be treated as foreign taxes eligible for the United
States foreign tax credit against a U.S. Holder’s United States federal income tax liability. Dividends will be income
from sources outside the United States and generally will be “passive category income” or “general category
income” for purposes of computing the United States foreign tax credit allowable to a U.S. Holder. The rules
governing the United States foreign tax credit are complex. Potential U.S. Holders of Common Shares are urged to
consult their tax advisors regarding the availability of the United States foreign tax credit in their particular
circumstances, including the possible adverse impact on creditability of any entitlement to a refund of Canadian tax
withheld or to a reduced rate of withholding.
A U.S. Holder will be taxed on the U.S. dollar value of any Canadian dollars received as dividends, generally
determined at the spot rate as of the date the payment is received. No foreign currency exchange gain or loss will be
recognized by a U.S. Holder on such dividend payments if the Canadian dollars are converted into U.S. dollars on
the date received at that spot rate. The United States federal income tax consequences of the conversion of
Canadian dollars to U.S. dollars are described below under “Exchange of Foreign Currencies.”
Sale, Exchange or Other Disposition of Common Shares
Upon the sale, exchange or other disposition of a Common Share, a U.S. Holder will recognize gain or loss with
respect to the Common Share in an amount equal to the difference between (i) the amount realized with respect to
the Common Share upon the sale, exchange, or other disposition and (ii) a U.S. Holder’s tax basis in such Common
Share. For cash basis U.S. Holders, the amount realized by such holder on a sale, exchange, or other disposition of a
Common Share generally will be calculated by using the U.S. dollar value of Canadian dollar proceeds on the trade
date and a U.S. Holder’s adjusted tax basis in the Common Share will equal the U.S. dollar cost of the Common
Share to such holder on the date of purchase less any distributions that reduced such tax basis. As discussed above,
Common Shares received by a U.S. Holder in exchange for Units should have a substitute tax basis.
For a cash basis U.S. Holder, no exchange gain or loss will result from currency fluctuations between the trade date
and the settlement date of such a purchase or sale. An accrual basis U.S. Holder may elect the same treatment
required of cash basis U.S. Holders with respect to purchases and sales of Common Shares, provided the election is
applied consistently from year to year. Such election may not be changed without the consent of the IRS. An
accrual basis U.S. Holder who does not make such election may recognize exchange gain or loss based on currency
fluctuations between the trade date and the settlement date.
Capital gains of non-corporate U.S. Holders, including individuals, derived with respect to capital assets held for
more than one year are eligible for reduced rates of taxation. The deductibility of capital losses is subject to
limitations. Such gain or loss will be income or loss from sources within the United States for United States foreign
tax credit limitation purposes.
- 35 -

Exchange of Foreign Currencies
A U.S. Holder will have a tax basis in any Canadian dollars received as dividends, or on the sale, exchange,
retirement or other disposition of Common Shares, equal to such currency’s U.S. dollar value at the time described
above. Any gain or loss realized by a U.S. Holder on a subsequent sale or other disposition of Canadian dollars
(including the exchange of such currency for U.S. dollars) will be ordinary income or loss and generally will be
sourced within the United States for foreign tax credit limitation purposes.
Information Reporting and Backup Withholding
In general, information reporting will apply to dividends on the Common Shares and the proceeds of the sale or
other disposition of the Common Shares, unless a U.S. Holder is an exempt recipient, such as a corporation. Backup
withholding will apply to those payments if a U.S. Holder fails to provide a taxpayer identification number and
comply with certain certification procedures or otherwise fails to establish an exemption from backup withholding.
To prevent backup withholding, a U.S. Holder must complete and sign a valid IRS Form W-9. If backup
withholding applies, the relevant intermediary must withhold United States federal income tax on those payments at
a rate of 28%. Any amount withheld under the backup withholding rules will be allowed as a refund or credit
against a U.S. Holder’s United States federal income tax liability, provided the required information is furnished to
the IRS in a timely manner.
OTHER TAX CONSIDERATIONS
This Information Circular does not address any tax considerations of the Arrangement other than certain
Canadian and United States federal income tax considerations. A Holder who is resident in a jurisdiction
other than Canada or the United States should consult his, her or its own tax advisor with respect to the
implications of the Arrangement, including any associated filing requirements, in such jurisdiction. All
Holders should also consult their own tax advisors regarding Canadian provincial or territorial tax
considerations and United States state, local or other tax considerations applicable to the Arrangement.
DESCRIPTION OF THE FUND
The Fund is an unincorporated, open-ended, limited purpose trust established under the laws of the Province of
Ontario pursuant to the Fund Declaration of Trust. The Fund indirectly owns Cineplex Entertainment LP Units,
representing approximately 99.7% of the outstanding LP Units of Cineplex Entertainment LP (excluding the Class C
LP Units that are designed to indirectly fund payments on the Debentures). All of the Class C LP Units and all of
the Class D LP Units are held by the Trust. The remaining outstanding LP Units of Cineplex Entertainment LP are
held by the former shareholders of GEI.
The Trust is an unincorporated, open-ended, limited purpose trust established under the laws of the Province of
Ontario. The Trust was created to: (i) acquire and hold LP Units of Cineplex Entertainment LP; (ii) acquire and hold
common shares of Cineplex Entertainment GP; and (iii) advance funds under the GEI Notes to GEI.
Cineplex Entertainment LP is a limited partnership formed under the laws of the Province of Manitoba. Cineplex
Entertainment LP was created to acquire and hold substantially all of the theatre business assets previously owned
by COC and its subsidiary, Cineplex Odeon (Quebec) Inc. and all the shares of GEI.
The principal and head office of the Fund is located at 1303 Yonge Street, Toronto, Ontario M4T 2Y9.
The following diagram illustrates a simplified version of the structure of the Fund and its principal subsidiaries as at
November 1, 2010 (including jurisdiction of establishment/incorporation of the various entities):
- 36 -

0.3%
Other Limited
Partners
THE BUSINESS OF THE FUND GROUP
Cineplex Entertainment
Corporation
(Ontario)
General
Partner
Cineplex Entertainment
Limited Partnership
(Manitoba)
Famous Players
Limited Partnership
(Manitoba)
PUBLIC
Units
Debentures
Cineplex Galaxy
Income Fund
(Ontario)
Cineplex
Galaxy Trust
(Ontario)
The Fund is the leading film exhibition company in Canada. As at November 1, 2010, the Fund indirectly owned,
leased or had a joint venture interest in 129 theatres with 1342 screens in six provinces. The Fund operates theatres
under the following eight brands: Cineplex Odeon, Coliseum, Colossus, Famous Players, Galaxy, SilverCity,
Cinema City and Scotiabank Theatre.
For a description of the Fund’s business and the industry in which it operates see “Industry Overview”, “General
Development of the Business” and “Business of the Fund” in the AIF.
- 37 -
100% Trust Units
Trust Notes/ Separate Note
99.7%
Galaxy Entertainment Inc.
(Ontario)

UNITS
An unlimited number of Units may be issued pursuant to the Fund Declaration of Trust. Each Unit is transferable
and represents an equal undivided beneficial interest in any distributions from the Fund, whether of net income, net
realized capital gains (other than net realized capital gains distributed to redeeming Unitholders) or other amounts,
and in the net assets of the Fund in the event of termination or winding-up of the Fund.
All Units are of the same class with equal rights and privileges. The Units issued pursuant to the Offering are not
subject to future calls or assessments, and entitle the holders thereof to one vote for each whole Unit held at all
meetings of Unitholders. Except as set out under “Description of the Fund - Redemption at the Option of
Unitholders” in the AIF, the Units have no conversion, retraction, redemption or pre-emptive rights. See
“Description of the Fund” in the AIF.
CASH DISTRIBUTIONS
The Fund’s distribution policy has been to make distributions of its distributable cash to Unitholders of record on the
last business day of each month, with such distributions paid within 30 days following the end of each month.
The following table sets forth the date of payment per Unit and the total amount of the distributions paid by the Fund
on the Units during the last 12 months:
Period Payment Date Per Unit Amount Total
October 2009 November 30, 2009 $0.1050 $5,974,611
November 2009 December 30, 2009 $0.1050 $5,974,611
December 2009 January 29, 2010 $0.1050 $5,974,611
January 2010 February 26, 2010 $0.1050 $5,974,667
February 2010 March 30, 2010 $0.1050 $5,974,667
March 2010 April 30, 2010 $0.1050 $5,974,807
April 2010 May 28, 2010 $0.1050 $5,982,395
May 2010 June 30, 2010 $0.1050 $5,982,731
June 2010 July 30, 2010 $0.1050 $5,990,899
July 2010 August 30, 2010 $0.1050 $5,991,039
August 2010 September 30, 2010 $0.1050 $5,991,190
September 2010 October 29, 2010 $0.1050 $5,998,895
For the Fund’s distribution policy, see “Description of the Fund – Cash Distributions” in the AIF.
MARKET FOR SECURITIES
The outstanding Units of the Fund are listed for trading on the Toronto Stock Exchange under the symbol CGX.UN.
The Debentures are also listed for trading on the Toronto Stock Exchange under the symbol CGX.DB.
TRADING PRICE AND VOLUME
The following tables show the monthly range of high and low prices per Unit and per Debenture and total monthly
volumes traded on the TSX during the 12 months ended October 31, 2010.
Units
Price per Unit ($) Price per Unit ($) Units Total Monthly
Month
Monthly High
Monthly Low
Volume
November 2009 17.77 16.49 3,079,520
December 2009 18.49 17.18 2,112,032
January 2010 18.47 17.19 3,490,060
February 2010 20.00 17.61 2,785,833
March 2010 20.42 18.35 5,033,945
April 2010 21.59 20.26 5,038,197
- 38 -

Price per Unit ($) Price per Unit ($) Units Total Monthly
Month
Monthly High
Monthly Low
Volume
May 2010 21.42 19.40 4,574,946
June 2010 20.10 18.96 2,408,645
July 2010 20.58 18.71 2,177,571
August 2010 21.35 19.11 2,545,334
September 2010 21.38 20.10 2,892,891
October 2010 21.84 20.45 3,119,474
Debentures
Price per Debenture ($) Price per Debenture ($)
Month
Monthly High
Monthly Low Total Monthly Volume
November 2009 104.50 102.50 73,080
December 2009 106.95 103.50 20,760
January 2010 106.00 103.75 13,650
February 2010 108.50 104.70 23,250
March 2010 109.73 105.20 89,853
April 2010 115.00 109.00 141,860
May 2010 114.00 105.01 95,868
June 2010 108.13 104.00 42,688
July 2010 110.57 104.01 22,360
August 2010 113.99 105.04 53,160
September 2010 114.00 108.20 47,130
October 2010 116.00 109.32 67,850
PRIOR SALES
During the 12 months preceding the date of this Information Circular, the Fund issued 77,795 Units upon the
exchange of Exchangeable LP Units and 181,963 Units upon the conversion of Debentures.
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
None of the Fund, the Trust, Cineplex Entertainment LP, Cineplex Entertainment GP or GEI is involved in any legal
proceeding or regulatory action which would have a material adverse effect on Cineplex Entertainment LP or the
Fund on a consolidated basis. Cineplex Entertainment LP, or a subsidiary of Cineplex Entertainment LP, is a
defendant in various lawsuits arising in the ordinary course of business. From time to time, Cineplex Entertainment
LP is involved in disputes with landlords, contractors, past employees and other third parties. It is the opinion of
management that any liability to Cineplex Entertainment LP, which may arise as a result of these matters, will not
have a material adverse effect on Cineplex Entertainment LP operating results, financial position or cash flows.
TRANSFER AGENT AND REGISTRAR
CIBC Mellon Trust Company acts as transfer agent and registrar of the Fund. The register of transfers of the
securities of the Fund is located at CIBC Mellon Trust Company’s principal transfer office in Toronto.
DESCRIPTION OF NEWCO
Newco was incorporated on October 15, 2010 pursuant to the provisions of the OBCA, for purposes of effecting the
Conversion. The principal and head office of Newco is located at 1301 Yonge Street, Suite 300, Toronto, Ontario
M4T 2Y9.
Newco will, as a result of the Arrangement, become (or, where necessary, seek to become) a reporting issuer in all
Canadian provinces and territories on the Effective Date and, accordingly, become subject to the informational
reporting requirements under the securities laws of each jurisdiction in which it so becomes a reporting issuer. See
“Information Concerning Newco”.
- 39 -

See Appendix “G” to this Information Circular for a detailed description of Newco.
RISK FACTORS
Unitholders should carefully consider the risk factors set out below regarding the risks of converting to a corporation
and consider all other information contained herein and in the Fund’s other public filings before determining how to
vote on the matters before the Meeting.
RISK FACTORS RELATING TO NEWCO AND THE ARRANGEMENT
Conditions Precedent
The completion of the Arrangement in the form contemplated by the Arrangement Agreement is subject to a number
of conditions precedent, some of which are outside the control of the Fund and Newco, including, without limitation,
receipt of Unitholder approval at the Meeting, approval of the TSX for the listing of the Common Shares to be
issued pursuant to the Arrangement and the granting of the Final Order by the Court. There can be no certainty, nor
can the Fund provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be
satisfied. Failure to obtain the Final Order on terms acceptable to the Board of Trustees would likely result in the
decision being made not to proceed with the Arrangement. If the Arrangement is not completed, the market price of
the Units may be adversely affected.
Third Party Approvals
Failure to obtain the Final Order on terms acceptable to the Board would likely result in the decision being made not
to proceed with the Arrangement. If any of the required regulatory and third party approvals cannot be obtained on
terms satisfactory to the Board or at all, the Plan of Arrangement may have to be amended in order to mitigate
against the negative consequence of the failure to obtain any such approval, and accordingly, the benefits available
to Unitholders resulting from the Arrangement may be reduced. Alternatively, in the event that the Plan of
Arrangement cannot be amended so as to mitigate against the negative consequences of the failure to obtain a
required regulatory or third party approval, the Arrangement may not proceed at all. If the Arrangement is not
completed, the market price of the Units may be adversely affected. See “The Arrangement – Procedure for the
Arrangement Becoming Effective”.
Payment of Dividends
As a corporation, Newco’s dividend policy will be at the discretion of Newco’s board of directors. Future dividends,
if any, will depend on results of operations, cash requirements, financial condition, contractual restrictions, business
opportunities, provisions of applicable law and other factors that the board of directors may deem relevant.
Accordingly, the payment of dividends by Newco and the level thereof will be uncertain.
GENERAL RISK FACTORS
For a description of certain risk factors in respect of the business of the Fund Group and the industry in which it
operates which will continue to apply to Newco after the Effective Date, see “Risk Factors” in the AIF.
EXECUTIVE AND OTHER COMPENSATION
For a discussion of executive compensation matters relating to the Fund and Cineplex Entertainment LP, see
“Executive and Other Compensation” in the MIC which is incorporated by reference into this Information Circular.
INTERESTS OF CERTAIN PERSONS
OR COMPANIES IN MATTERS TO BE ACTED UPON
The Trustees and the directors and officers of the Fund Group and their associates, as a group, beneficially own,
directly or indirectly, or exercise control or direction over, an aggregate of approximately 422,957 Units and
- 40 -

125,000 Exchangeable LP Units, representing approximately 0.96% of the outstanding Units on a fully-diluted
basis.
The Arrangement will not result in any change of control, termination or other payments being made to any
directors, trustees, officers or employees of the Fund Group pursuant to employment, change of control or similar
agreements.
OTHER BUSINESS
As of the date hereof, management does not know of any matters to be brought before the Meeting other than those
set forth in the Notice of Meeting accompanying this Information Circular.
INTERESTS OF EXPERTS
The Fund’s auditors are PricewaterhouseCoopers LLP, Chartered Accountants, who have prepared an independent
auditors’ report dated February 11, 2010 in respect of the Fund’s consolidated financial statements as at December
31, 2009 and 2008 and for the years then ended. PricewaterhouseCoopers LLP has advised that they are
independent with respect to the Fund within the meaning of the Rules of Professional Conduct of the Institute of
Chartered Accountants of Ontario.
Certain Canadian legal matters relating to the Arrangement are to be passed upon by Goodmans LLP on behalf of
the Fund. As at November 1, 2010, the partners and associates of Goodmans LLP beneficially owned, directly or
indirectly, less than 1% of the outstanding Units.
- 41 -

ADDITIONAL INFORMATION
Additional information relating to the Fund may be found on the System for Electronic Document Analysis and
Retrieval at www.sedar.com. Additional information, including trustees’, directors’ and officers’ remuneration and
indebtedness and principal holders of the Fund’s securities is contained in the Fund’s information circular for its
most recent annual meeting of Unitholders of the Fund. Additional financial information is provided in the Fund’s
and Cineplex Entertainment LP’s financial statements and management’s discussion and analysis for the year ended
December 31, 2009.
For additional copies of this Management Information Circular and the materials listed in the preceding paragraph,
please contact:
Cineplex Entertainment Limited Partnership
1303 Yonge Street, Suite 300
Toronto, Ontario M4T 2Y9
Attention: Investor Relations
Telephone: (416) 323-6600
Fax: (416) 323-6633
- 42 -

TRUSTEES’ APPROVAL
The contents and the sending of this Information Circular have been approved by the Board of Trustees.
DATED at Toronto, Ontario, on November 1, 2010.
- 43 -
“Ellis Jacob”
Ellis Jacob
President and Chief Executive Officer
Cineplex Entertainment Corporation, as general partner
of Cineplex Entertainment Limited Partnership, in its
capacity as the Administrator of Cineplex Galaxy
Income Fund

November 1, 2010
AUDITORS’ CONSENT
We have read Cineplex Galaxy Income Fund’s (the Fund) Notice of Meeting and Information Circular relating to a
special meeting of unitholders of the Fund to consider a plan of arrangement involving the Fund, Cineplex Galaxy
Trust, Cineplex Entertainment Corporation, Cineplex Entertainment Limited Partnership, Cineplex Odeon
Corporation, CELP 2007 Limited Partnership, CELP 2007 Inc. and Cineplex Inc. and the unitholders of the Fund
dated November 1, 2010. We have complied with Canadian generally accepted standards for an auditor's
involvement with offering documents.
We consent to the incorporation by reference in the above-mentioned circular of our report to the unitholders of the
Fund on the consolidated balance sheets of the Fund as at December 31, 2009 and 2008 and the consolidated
statements of operations, unitholders’ equity and comprehensive income and cash flows for the years then ended.
Our report is dated February 10, 2010.
We also consent to the use in the above-mentioned circular of our report to the shareholder of Cineplex Inc. on the
balance sheet of Cineplex Inc. as at October 15, 2010. Our report is dated November 1, 2010.
(signed) “PricewaterhouseCoopers LLP”
Chartered Accountants, Licensed Public Accountants
- 44 -

CONSENT OF NATIONAL BANK FINANCIAL INC.
To: The Board of Trustees of Cineplex Galaxy Income Fund (the “Board of Trustees”):
We refer to the fairness opinion dated October 22, 2010 (the “Fairness Opinion”) which we prepared for the Board
of Trustees in connection with the Arrangement (as defined in the Information Circular dated November 1, 2010).
We hereby consent to the inclusion of the Fairness Opinion, and all references thereto, in the Information Circular
dated November 1, 2010. In providing such consent, we do not intend that any person other than the Board of
Trustees rely on the Fairness Opinion.
- 45 -
“National Bank Financial Inc.”
Toronto, Ontario
November 1, 2010

ARRANGEMENT RESOLUTION
APPENDIX “A”
ARRANGEMENT RESOLUTION
BE IT RESOLVED AS A SPECIAL RESOLUTION OF THE UNITHOLDERS THAT:
1. the arrangement under Section 182 of the Business Corporations Act (Ontario) (the “Arrangement”)
substantially as set forth in the Plan of Arrangement (the “Plan of Arrangement”) attached as Exhibit “A”
to Appendix “E” to the management information circular of Cineplex Galaxy Income Fund (the “Fund”)
dated November 1, 2010 (the “Information Circular”) and all transactions contemplated thereby, be and
are hereby authorized and approved;
2. the arrangement agreement (“Arrangement Agreement”) dated October 28, 2010 among the Fund,
Cineplex Galaxy Trust, Cineplex Odeon Corporation, Cineplex Entertainment Corporation, Cineplex
Entertainment Limited Partnership, CELP 2007 Limited Partnership, CELP 2007 Inc. and Cineplex Inc. a
copy of which is attached as Appendix “E” to the Information Circular, together with such amendments or
variations thereto made in accordance with the terms of the Arrangement Agreement as may be approved
by the persons referred to in paragraph 6 hereof, such approval to be evidenced conclusively by the
execution and delivery of any such amendments or variations, is hereby confirmed, ratified and approved;
3. the amendments to the Fund Declaration of Trust, Trust Declaration of Trust, and Cineplex Entertainment
LP Partnership Agreement (all as defined in the Plan of Arrangement), and such other material documents
as necessary to facilitate the Arrangement be and are hereby authorized and approved;
4. the trustees of the Fund are hereby authorized to vote or permit to be voted any other securities of a
member of the Fund Group (as defined in the Information Circular) that are directly or indirectly owned or
controlled by the Fund, to authorize the Arrangement and related matters, including any amendment to the
constating documents of any member of the Fund Group to facilitate the Arrangement;
5. notwithstanding that this resolution has been duly passed and/or that the Arrangement has received the
approval of the Ontario Superior Court of Justice, the board of trustees of the Fund may, without further
notice to or approval of the holders of Units (each as defined in the Information Circular), subject to the
terms of the Arrangement, amend or terminate the Arrangement Agreement or the Plan of Arrangement or
revoke this resolution at any time prior to the Arrangement becoming effective pursuant to the Business
Corporations Act (Ontario); and
6. any trustee of the Fund, and any trustee of the Trust and any director or officer of Cineplex Entertainment
GP, as general partner of Cineplex Entertainment LP. as administrator on behalf of the Fund, any director
or officer of Cineplex Entertainment GP on behalf of itself and as general partner of Cineplex
Entertainment LP and any director or officer of Newco, on behalf of Newco, is hereby authorized, for and
on behalf of the Fund, the Trust, Cineplex Entertainment GP, Cineplex Entertainment LP, Newco, as
applicable, to execute and deliver Articles of Arrangement and to execute, with or without the corporate
seal, and, if appropriate, deliver all other documents and instruments and do all other things as in the
opinion of such trustee, director or officer may be necessary or advisable to implement this resolution and
the matters authorized hereby, such determination to be conclusively evidenced by the execution and
delivery of any such document or instrument, and the taking of any such action.
A-1

OPTION PLAN RESOLUTION
APPENDIX “B”
OPTION PLAN RESOLUTION
BE IT RESOLVED AS AN ORDINARY RESOLUTION OF THE UNITHOLDERS THAT:
1. section 3 of the amended and restated unit option plan (the “Option Plan”) of Cineplex Galaxy Income
Fund (the “Fund”) and Cineplex Inc. (“Newco”) shall be amended by increasing the number of Units
reserved for issuance under the Option Plan by 750,000 Units, such that the new maximum number of
Units reserved for issuance pursuant to the Option Plan (inclusive of options which have been exercised)
will be 5,250,000;
2. the first paragraph of Section 9 of the Option Plan shall be deleted in its entirety and replaced with the
following:
“The term of each Option shall be determined by the Administrators; provided that (i) no Option granted
prior to January 1, 2011 shall be exercisable after five years from the grant date; and (ii) no Option granted
on or after January 1, 2011 shall be exercisable after ten years from the grant date.”;
3. the above amendments to the Option Plan are hereby approved, ratified and confirmed with such
amendments as may be approved by the board of trustees of the Fund;
4. the board of directors of Newco ( the “Board of Directors”) or any committee designated pursuant to the
Option Plan is hereby authorized to make such amendments to the Option Plan from time to time, as may
be required by the applicable regulatory authorities, or as may be considered appropriate by the Board of
Directors or the committee, in its sole discretion, provided always that such amendments be subject to the
approval of the regulatory authorities, if applicable, and in certain cases, in accordance with the terms of
the Option Plan, and with the approval of the shareholders of Newco; and
5. any one trustee or officer of the Fund is hereby authorized, for and on behalf of the Fund, to execute and, if
appropriate, deliver all other documents and instruments and do all other things as in the opinion of such
trustee or officer may be necessary or advisable to implement this resolution and the matters authorized
hereby, such determination to be conclusively evidenced by the execution and delivery of any such
document or instrument, and the taking of any such action.
B-1

APPENDIX “C”
INTERIM ORDER
C-1

C-2

C-3

C-4

C-5

C-6

C-7

C-8

C-9

C-10

C-11

C-12

C-13

APPENDIX “D”
NOTICE OF APPLICATION
D-1

D-2

D-3

D-4

D-5

D-6

AMONG:
APPENDIX “E”
ARRANGEMENT AGREEMENT
THIS ARRANGEMENT AGREEMENT is made as of the 28th day of October, 2010
CINEPLEX GALAXY INCOME FUND, a trust established under the laws of the
Province of Ontario
(the “Fund”)
- and -
CINEPLEX GALAXY TRUST, a trust established under the laws of the Province of
Ontario
(the “Trust”)
- and -
CINEPLEX ODEON CORPORATION, a corporation amalgamated under the laws of
the Province of Ontario
(“COC”)
- and -
CELP 2007 INC., a corporation incorporated under the laws of the Province of Ontario
(“CELP 2007 GP”)
- and -
CELP 2007 LIMITED PARTNERSHIP, a limited partnership formed under the laws
of the Province of Manitoba
(“CELP 2007 LP”)
- and -
CINEPLEX ENTERTAINMENT CORPORATION, a corporation incorporated under
the laws of Canada
(“CEC”)
- and -
E-1

WHEREAS:
CINEPLEX ENTERTAINMENT LIMITED PARTNERSHIP, a limited partnership
formed under the laws of the Province of Manitoba
(“CELP”)
- and -
CINEPLEX INC., a corporation incorporated under the laws of the Province of Ontario
(“Newco”)
(a) the parties hereto wish to propose an arrangement involving the holders of the units of the Fund
(the “Units”);
(b) the parties hereto intend to carry out the transactions contemplated herein by way of a plan of
arrangement under the Business Corporations Act (Ontario), as amended, including the
regulations promulgated thereunder; and
(c) the parties hereto have entered into this Agreement to provide for the matters referred to in the
foregoing recitals and for the other matters relating to such arrangement.
NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good
and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties
hereto hereby covenant and agree as follows:
1.1 DEFINITIONS
ARTICLE 1
INTERPRETATION
In this Agreement, the following terms have the following meanings:
“Agreement”, “herein”, “hereof”, “hereto”, “hereunder” and similar expressions mean and refer to this
arrangement agreement (including the schedules and exhibits hereto) as supplemented, modified or
amended, and not to any particular article, section, schedule or other portion hereof;
“Arrangement” means the proposed arrangement under the provisions of section 182 of the OBCA, on
the terms and conditions set forth in the Plan of Arrangement as amended, modified or supplemented;
“Arrangement Resolution” means the special resolution of Unitholders approving the Arrangement;
“Articles of Arrangement” means the articles of arrangement in respect of the Arrangement required
under subsection 183(1) of the OBCA to be sent to the Director after the Final Order has been granted;
“Business Day” means a day, other than a Saturday, Sunday or statutory holiday, when commercial
banks are generally open in the City of Toronto, in the Province of Ontario, for the transaction of banking
business;
“CEC” means Cineplex Entertainment Corporation, a corporation incorporated under the laws of Canada;
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“CELP” means Cineplex Entertainment Limited Partnership, a limited partnership established under the
laws of the Province of Manitoba;
“CELP 2007 GP” means CELP 2007 Inc., a corporation incorporated under the laws of the Province of
Ontario;
“CELP 2007 LP” means CELP 2007 Limited Partnership, a limited partnership established under the
laws of the Province of Manitoba;
“CELP Partnership Agreement” means the limited partnership agreement dated November 26, 2003
governing CELP, as the same has been and may be amended, supplemented or restated from time to time;
“Certificate” means the certificate of arrangement to be issued by the Director pursuant to subsection
183(2) of the OBCA giving effect to the Arrangement;
“COC” means Cineplex Odeon Corporation, a corporation amalgamated under the laws of the Province
of Ontario;
“Cineplex Entities” means, collectively, the Fund, the Trust, COC, CELP 2007, CELP 2007 LP, CEC,
CELP and Newco and their respective successors;
“Common Shares” means the common shares in the capital of Newco;
“Court” means the Ontario Superior Court of Justice;
“Debenture Indenture” means the trust indenture dated July 22, 2005 between the Debenture Trustee
and the Fund governing the terms of the Debentures, as it may be amended, supplemented or restated
from time to time;
“Debenture Trustee” means BNY Trust Company of Canada (as successor to CIBC Mellon Trust
Company of Canada), as trustee, or its successor as trustee, under the Debenture Indenture;
“Debentures” means the 6.0% convertible extendible unsecured subordinated debentures of the Fund
issued pursuant to the Debenture Indenture;
“Director” means the Director appointed under s.278 of the OBCA;
“Effective Date” means the date the Arrangement is effective under the OBCA, which is expected to be
on or around January 1, 2011;
“Effective Time” means 12:01 a.m. (Toronto time) on the Effective Date or such other time as may be
determined by Newco;
“Exchange Agreement” means the amended and restated exchange agreement among the Fund, the
Trust, and CELP, amongst others, dated May 11, 2006, as the same may be amended, supplemented or
restated from time to time;
“Final Order” means the final order of the Court approving the Arrangement pursuant to subsection
182(5) of the OBCA, as such order may be affirmed, amended, modified or supplemented by any court of
competent jurisdiction;
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“Fund” means Cineplex Galaxy Income Fund, a trust governed by the laws of the Province of Ontario
pursuant to the Fund Declaration of Trust;
“Fund Declaration of Trust” means the amended and restated declaration of trust dated November 26,
2003, pursuant to which the Fund is established, as the same may be amended, supplemented or restated
from time to time;
“Information Circular” means the management information circular of the Fund, together with all
schedules and appendices thereto, to be distributed to Unitholders in respect of the Meeting;
“Interim Order” means the interim order of the Court under subsection 182(5) of the OBCA, containing
declarations and directions with respect to the Arrangement and the Meeting and issued pursuant to the
application of the Cineplex Entities, as such order may be affirmed, amended, modified or supplemented
by any court of competent jurisdiction;
“Meeting” means the special meeting of Unitholders to be held on December 2, 2010, and any
adjournment(s) or postponement(s) thereof, to consider and to vote on, among other things, the
Arrangement Resolution;
“Newco” means Cineplex Inc., a corporation incorporated under the laws of the Province of Ontario;
“OBCA” means the Business Corporations Act (Ontario), as amended, including the regulations
promulgated thereunder;
“Person” means and includes individuals, corporations, partnerships, general partnerships, joint stock
companies, limited liability corporations, joint ventures, associations, companies, trusts, banks, trust
companies, pension funds, business trusts or other organizations, whether or not legal entities, and
governments, agencies and political subdivisions thereof;
“Plan of Arrangement” means the plan of arrangement attached hereto as Exhibit “A”, as the same may
be amended, modified or supplemented from time to time in accordance with the terms thereof;
“Subsidiary” has the meaning ascribed thereto in section 1.1 of National Instrument 45-106 —
Prospectus and Registration Exemptions, as it exists on the date hereof;
“Trust” means Cineplex Galaxy Trust, a trust governed by the laws of the Province of Ontario pursuant
to the Trust Declaration of Trust;
“Trust Declaration of Trust” means the declaration of trust dated November 12, 2003, pursuant to
which the Trust is established, as the same may be amended, supplemented or restated from time to time;
“TSX” means the Toronto Stock Exchange;
“Units” means the units of the Fund; and
“Unitholders” means the holders of Units.
1.2 CURRENCY
All sums of money which are referred to in this Agreement are expressed in lawful money of Canada
unless otherwise specified.
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1.3 INTERPRETATION NOT AFFECTED BY HEADINGS
The division of this Agreement into articles, sections, schedules and appendices and the insertion of
headings are for convenience of reference only and shall not affect the construction or interpretation of
this Agreement.
1.4 ARTICLE REFERENCES
Unless reference is specifically made to some other document or instrument, all references herein to
articles, sections, sections, schedules and appendices are to articles, sections, schedules and appendices of
this Agreement.
1.5 EXTENDED MEANINGS
Unless the context otherwise requires, words importing the singular number shall include the plural and
vice versa; words importing any gender shall include all genders; and words importing persons shall
include individuals, partnerships, associations, bodies corporate, trusts, unincorporated organizations,
governments, regulatory authorities, and other entities.
1.6 ENTIRE AGREEMENT
This Agreement, together with the exhibit attached hereto, constitutes the entire agreement between the
parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings,
negotiations and discussions, whether oral or written, between the parties with respect to the subject
matter hereof.
1.7 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Province of
Ontario and the federal laws of Canada applicable therein and shall be treated in all respects as an Ontario
contract.
1.8 EXHIBIT
Exhibit A annexed to this Agreement, being the Plan of Arrangement, is incorporated by reference into
this Agreement and forms a part hereof.
2.1 ARRANGEMENT
ARTICLE 2
THE ARRANGEMENT
As soon as reasonably practicable, Newco shall apply to the Court pursuant to subsection 182(5) of the
OBCA for an order approving the Arrangement and in connection with such application shall:
(a) forthwith file, proceed with and prosecute an application for an Interim Order under
subsection 182(5) of the OBCA, providing for, among other things, the calling and
holding of the Meeting for the purpose of considering and, if thought advisable,
approving the Arrangement Resolution;
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(b) subject to obtaining all necessary approvals as contemplated in the Interim Order and as
may be directed by the Court in the Interim Order, take steps necessary to submit the
Arrangement to the Court and apply for the Final Order; and
(c) subject to satisfaction or waiver of the conditions set forth herein, shall deliver to the
Director Articles of Arrangement and such other documents as may be required to give
effect to the Arrangement, whereupon the transactions comprising the Arrangement shall
occur and shall be deemed to have occurred in the order set out therein without any act or
formality.
2.2 EFFECTIVE DATE
The Arrangement shall become effective at the Effective Time on the Effective Date.
ARTICLE 3
COVENANTS
3.1 COVENANTS OF THE CINEPLEX ENTITIES
Each of the Cineplex Entities (unless otherwise specified below) covenants and agrees that it will:
(a) take, and cause its Subsidiaries to take, all reasonable actions necessary and cooperate
with the other Cineplex Entities to give effect to the transactions contemplated by this
Agreement and the Arrangement;
(b) use all reasonable efforts to obtain all consents, exemptions, approvals, assignments,
waivers and amendments to or terminations of any instruments considered necessary or
desirable by the parties hereto and take such measures as may be appropriate to fulfill its
obligations hereunder and to carry out the transactions contemplated hereby;
(c) in the case of the Fund, solicit proxies to be voted at the Meeting in favour of the
Arrangement Resolution and prepare the Information Circular and proxy solicitation
materials and any amendments, modifications or supplements thereto as required by, and
in compliance with, the Interim Order, applicable corporate and securities laws and the
Fund Declaration of Trust, and file and distribute the same to Unitholders in a timely and
expeditious manner in all jurisdictions where the same are required to be filed and
distributed;
(d) to the extent applicable to it, convene the Meeting as contemplated by the Interim Order
and conduct such Meeting in accordance with the Interim Order and as otherwise
required by law;
(e) use all reasonable efforts to cause each of the conditions precedent set forth in Article 5
hereof which are within its control to be satisfied on or before the Effective Date;
(f) subject to the approval of the Arrangement Resolution by the Unitholders, as required by
the Interim Order, submit the Arrangement to the Court and apply, together with each of
the other parties hereto, for the Final Order;
(g) to the extent applicable to it, carry out the terms of the Final Order;
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(h) in the case of Newco, following issuance of the Final Order and subject to the satisfaction
or waiver of the conditions precedent in Article 5 hereof, proceed to send the Articles of
Arrangement to the Director pursuant to subsection 183(1) of the OBCA;
(i) subject to Section 7.3 hereof, not, except in the ordinary course of business or as
contemplated in connection with the Plan of Arrangement, merge into or with, or
consolidate with, any other Person or, perform any act or enter into any transaction or
negotiation which might interfere or be inconsistent with the consummation of the
transactions contemplated by this Agreement and the Arrangement;
(j) reserve and authorize for issuance the securities issuable by it, if any, as contemplated in
the Plan of Arrangement; and
(k) in the case of Newco, prior to the Effective Date, make application for approval from the
TSX of the listing or substitutional listing on the TSX of the Common Shares issuable
pursuant to the Arrangement and the Debentures.
3.2 AMENDMENT OF CONSTATING DOCUMENTS
The parties hereto agree that the constating and other documents of the Cineplex Entities will, if
necessary, be amended in a manner satisfactory to the Fund, acting reasonably, to facilitate and
implement the steps and transactions contemplated by the Arrangement.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES
4.1 REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to and in favour of the other parties hereto as follows, and
acknowledges that the other parties hereto are relying upon such representations and warranties:
(a) the Fund is a trust duly settled and validly existing under the laws of the Province of
Ontario and has the power and capacity to enter into this Agreement, and to perform its
obligations hereunder;
(b) the execution and delivery of this Agreement and all documents to be delivered pursuant
hereto and, subject to the approval of the Arrangement Resolution, the completion of the
transactions contemplated hereby and thereby do not and will not result in the breach of,
or violate any term or provision of, the Fund Declaration of Trust;
(c) the execution and delivery of this Agreement and the completion of the transactions
contemplated hereby have been duly approved by the trustees of the Fund and this
Agreement constitutes a valid and binding obligation of the Fund enforceable against it in
accordance with its terms;
(d) except as may be set out in the Information Circular, there are no actions, suits,
proceedings, claims or investigations commenced or, to the knowledge of the Fund,
contemplated or threatened against or affecting the Fund or its Subsidiaries in law or in
equity before or by any domestic or foreign government department, commission, board,
bureau, court, agency, arbitrator, or instrumentality of any kind, nor, to the knowledge of
the Fund, are there any facts which may reasonably be expected to be a proper basis for
any actions, suits, proceedings, claims or investigations which in any case would prevent
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or hinder the completion of the transactions contemplated by this Agreement or which
can reasonably be expected to have a material adverse effect on the business, operations,
properties, assets or affairs, financial or otherwise, of the Fund and its Subsidiaries taken
as a whole; and
(e) as at the date hereof, there are 57,160,815 Units issued and outstanding and, except as
may be contemplated by this Agreement and the Plan of Arrangement or pursuant to the
Exchange Agreement, the Debentures and any outstanding Options, all as defined in the
Information Circular, there is no other obligation, contractual or otherwise, of the Fund to
issue any Units or other securities.
4.2 REPRESENTATIONS AND WARRANTIES OF THE TRUST
The Trust represents and warrants to and in favour of the other parties hereto as follows, and
acknowledges that the other parties hereto are relying upon such representations and warranties:
(a) the Trust is a trust established under the laws of the Province of Ontario and has the
power and capacity to enter into this Agreement, and to perform its obligations
hereunder;
(b) the execution and delivery of this Agreement and all documents to be delivered pursuant
hereto and the completion of the transactions contemplated hereby and thereby do not
and will not result in the breach of, or violate any term or provision of, the Trust
Declaration of Trust;
(c) the execution and delivery of this Agreement and the completion of the transactions
contemplated hereby have been duly approved by the trustees of the Trust and this
Agreement constitutes a valid and binding obligation of the Trust enforceable against it in
accordance with its terms;
(d) except as may be set out in the Information Circular, there are no actions, suits,
proceedings, claims or investigations commenced or, to the knowledge of the Trust,
contemplated or threatened against or affecting the Trust or its Subsidiaries in law or in
equity before or by any domestic or foreign government department, commission, board,
bureau, court, agency, arbitrator, or instrumentality of any kind, nor, to the knowledge of
the Trust, are there any facts which may reasonably be expected to be a proper basis for
any actions, suits, proceedings, claims or investigations which in any case would prevent
or hinder the completion of the transactions contemplated by this Agreement or which
can reasonably be expected to have a material adverse effect on the business, operations,
properties, assets or affairs, financial or otherwise, of the Trust and its Subsidiaries taken
as a whole; and
(e) on the date hereof, all of the issued and outstanding trust units of the Trust are held by the
Fund and, except as may be contemplated by this Agreement and the Plan of
Arrangement, there is no obligation, contractual or otherwise, of the Trust to issue any
trust units or other securities.
4.3 REPRESENTATIONS AND WARRANTIES OF COC
COC represents and warrants to and in favour of the other parties hereto as follows, and acknowledges
that the other parties hereto are relying upon such representations and warranties:
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(a) COC is a corporation amalgamated under the laws of the Province of Ontario and has the
power and capacity to enter into this Agreement, and to perform its obligations
hereunder;
(b) the execution and delivery of this Agreement and all documents to be delivered pursuant
hereto and the completion of the transactions contemplated hereby and thereby do not
and will not result in the breach of, or violate any term or provision of, the articles or bylaws
of COC;
(c) the execution and delivery of this Agreement and the completion of the transactions
contemplated hereby have been duly approved by the directors of COC and this
Agreement constitutes a valid and binding obligation of COC enforceable against it in
accordance with its terms;
(d) except as may be set out in the Information Circular, there are no actions, suits,
proceedings, claims or investigations commenced or, to the knowledge of COC,
contemplated or threatened against or affecting COC or its Subsidiaries in law or in
equity before or by any domestic or foreign government department, commission, board,
bureau, court, agency, arbitrator, or instrumentality of any kind, nor, to the knowledge of
COC, are there any facts which may reasonably be expected to be a proper basis for any
actions, suits, proceedings, claims or investigations which in any case would prevent or
hinder the completion of the transactions contemplated by this Agreement or which can
reasonably be expected to have a material adverse effect on the business, operations,
properties, assets or affairs, financial or otherwise, of COC and its Subsidiaries taken as a
whole; and
(e) on the date hereof, all of the issued and outstanding shares of COC are held by the Trust
and, except as may be contemplated by this Agreement and the Plan of Arrangement,
there is no obligation, contractual or otherwise, of COC to issue any shares or other
securities of COC.
4.4 REPRESENTATIONS AND WARRANTIES OF CELP 2007 GP
CELP 2007 GP represents and warrants to and in favour of the other parties hereto as follows, and
acknowledges that the other parties hereto are relying upon such representations and warranties:
(a) CELP 2007 GP is a corporation incorporated under the laws of the Province of Ontario
and has the power and capacity to enter into this Agreement, and to perform its
obligations hereunder;
(b) the execution and delivery of this Agreement and all documents to be delivered pursuant
hereto and the completion of the transactions contemplated hereby and thereby do not
and will not result in the breach of, or violate any term or provision of, the articles or bylaws
of CELP 2007 GP;
(c) the execution and delivery of this Agreement and the completion of the transactions
contemplated hereby have been duly approved by the directors of CELP 2007 GP and
this Agreement constitutes a valid and binding obligation of CELP 2007 GP enforceable
against it in accordance with its terms;
(d) except as may be set out in the Information Circular, there are no actions, suits,
proceedings, claims or investigations commenced or, to the knowledge of CELP 2007
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GP, contemplated or threatened against or affecting CELP 2007 GP or its Subsidiaries in
law or in equity before or by any domestic or foreign government department,
commission, board, bureau, court, agency, arbitrator, or instrumentality of any kind, nor,
to the knowledge of CELP 2007 GP, are there any facts which may reasonably be
expected to be a proper basis for any actions, suits, proceedings, claims or investigations
which in any case would prevent or hinder the completion of the transactions
contemplated by this Agreement or which can reasonably be expected to have a material
adverse effect on the business, operations, properties, assets or affairs, financial or
otherwise, of CELP 2007 GP and its Subsidiaries taken as a whole; and
(e) on the date hereof, all of the issued and outstanding shares of CELP 2007 GP are held by
the Trust and, except as may be contemplated by this Agreement and the Plan of
Arrangement, there is no obligation, contractual or otherwise, of CELP 2007 GP to issue
any shares or other securities of CELP 2007 GP.
4.5 REPRESENTATIONS AND WARRANTIES OF CELP 2007 LP
CELP 2007 LP represents and warrants to and in favour of the other parties hereto as follows, and
acknowledges that the other parties hereto are relying upon such representations and warranties:
(a) CELP 2007 LP is a limited partnership established under the laws of the Province of
Manitoba and has the power and capacity to enter into this Agreement, and to perform its
obligations hereunder;
(b) the execution and delivery of this Agreement and all documents to be delivered pursuant
hereto and, subject to approval of the Arrangement Resolution, the completion of the
transactions contemplated hereby and thereby do not and will not result in the breach of,
or violate any term or provision of, the limited partnership agreement of CELP 2007 LP;
(c) the execution and delivery of this Agreement and the completion of the transactions
contemplated hereby have been duly approved by the board of directors of CELP 2007
GP on behalf of CELP 2007 LP in its capacity as general partner of CELP 2007 LP and
this Agreement constitutes a valid and binding obligation of CELP 2007 LP enforceable
against it in accordance with its terms;
(d) except as may be set out in the Information Circular, there are no actions, suits,
proceedings, claims or investigations commenced or, to the knowledge of CELP 2007
LP, contemplated or threatened against or affecting CELP 2007 LP in law or in equity
before or by any domestic or foreign government department, commission, board,
bureau, court, agency, arbitrator, or instrumentality of any kind, nor, to the knowledge of
CELP 2007 LP, are there any facts which may reasonably be expected to be a proper
basis for any actions, suits, proceedings, claims or investigations which in any case would
prevent or hinder the completion of the transactions contemplated by this Agreement or
which can reasonably be expected to have a material adverse effect on the business,
operations, properties, assets or affairs, financial or otherwise, of CELP 2007 LP; and
(e) on the date hereof, all of the issued and outstanding class A limited partnership units are
owned by the Trust, all of the class B limited partnership units are owned by COC, and
all of the general partnership units are owned by CELP 2007 GP, and, except as may be
contemplated by this Agreement and the Plan of Arrangement, there is no obligation,
contractual or otherwise, of CELP 2007 LP to issue any partnership units or other
securities.
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4.6 REPRESENTATIONS AND WARRANTIES OF CEC
CEC represents and warrants to and in favour of the other parties hereto as follows, and acknowledges
that the other parties hereto are relying upon such representations and warranties:
(a) CEC is a corporation incorporated under the laws of Canada and has the power and
capacity to enter into this Agreement, and to perform its obligations hereunder;
(b) the execution and delivery of this Agreement and all documents to be delivered pursuant
hereto and the completion of the transactions contemplated hereby and thereby do not
and will not result in the breach of, or violate any term or provision of, the articles or bylaws
of CEC;
(c) the execution and delivery of this Agreement and the completion of the transactions
contemplated hereby have been duly approved by the directors of CEC and this
Agreement constitutes a valid and binding obligation of CEC enforceable against it in
accordance with its terms;
(d) except as may be set out in the Information Circular, there are no actions, suits,
proceedings, claims or investigations commenced or, to the knowledge of CEC,
contemplated or threatened against or affecting CEC or its Subsidiaries in law or in
equity before or by any domestic or foreign government department, commission, board,
bureau, court, agency, arbitrator, or instrumentality of any kind, nor, to the knowledge of
CEC, are there any facts which may reasonably be expected to be a proper basis for any
actions, suits, proceedings, claims or investigations which in any case would prevent or
hinder the completion of the transactions contemplated by this Agreement or which can
reasonably be expected to have a material adverse effect on the business, operations,
properties, assets or affairs, financial or otherwise, of CEC and its Subsidiaries taken as a
whole; and
(e) on the date hereof, all of the issued and outstanding shares of CEC are held by the Trust,
and, except as may be contemplated by this Agreement and the Plan of Arrangement,
there is no obligation, contractual or otherwise, of CEC to issue any shares or other
securities of CEC.
4.7 REPRESENTATIONS AND WARRANTIES OF CELP
CELP represents and warrants to and in favour of the other parties hereto as follows, and acknowledges
that the other parties hereto are relying upon such representations and warranties:
(a) CELP is a limited partnership established under the laws of the Province of Manitoba and
has the power and capacity to enter into this Agreement, and to perform its obligations
hereunder;
(b) the execution and delivery of this Agreement and all documents to be delivered pursuant
hereto and, subject to approval of the Arrangement Resolution, the completion of the
transactions contemplated hereby and thereby do not and will not result in the breach of,
or violate any term or provision of, the CELP Partnership Agreement;
(c) the execution and delivery of this Agreement and the completion of the transactions
contemplated hereby have been duly approved by the board of directors of CEC on behalf
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of CELP in its capacity as general partner of CELP and this Agreement constitutes a
valid and binding obligation of CELP enforceable against it in accordance with its terms;
(d) except as may be set out in the Information Circular, there are no actions, suits,
proceedings, claims or investigations commenced or, to the knowledge of CELP,
contemplated or threatened against or affecting CELP in law or in equity before or by any
domestic or foreign government department, commission, board, bureau, court, agency,
arbitrator, or instrumentality of any kind, nor, to the knowledge of CELP, are there any
facts which may reasonably be expected to be a proper basis for any actions, suits,
proceedings, claims or investigations which in any case would prevent or hinder the
completion of the transactions contemplated by this Agreement or which can reasonably
be expected to have a material adverse effect on the business, operations, properties,
assets or affairs, financial or otherwise, of CELP; and
(e) on the date hereof, all of the issued and outstanding class A limited partnership units,
class C limited partnership units and class D limited partnership units are owned by the
Trust, and the issued and outstanding class B limited partnership units are owned by the
Trust, CELP 2007 LP, COC and certain other minority holders. All of the general
partnership units are owned by CEC, and, except as may be contemplated by this
Agreement and the Plan of Arrangement, there is no obligation, contractual or otherwise,
of CELP to issue any partnership units or other securities.
4.8 REPRESENTATIONS AND WARRANTIES OF NEWCO
Newco represents and warrants to and in favour of the other parties hereto as follows, and acknowledges
that the other parties hereto are relying upon such representations and warranties:
(a) Newco is a corporation incorporated under the laws of the Province of Ontario and has
the power and capacity to enter into this Agreement, and to perform its obligations
hereunder;
(b) the execution and delivery of this Agreement and all documents to be delivered pursuant
hereto and the completion of the transactions contemplated hereby and thereby do not
and will not result in the breach of, or violate any term or provision of, the articles or bylaws
of Newco;
(c) the execution and delivery of this Agreement and the completion of the transactions
contemplated hereby have been duly approved by the directors of Newco and this
Agreement constitutes a valid and binding obligation of Newco enforceable against it in
accordance with its terms;
(d) except as may be set out in the Information Circular, there are no actions, suits,
proceedings, claims or investigations commenced or, to the knowledge of Newco,
contemplated or threatened against or affecting Newco in law or in equity before or by
any domestic or foreign government department, commission, board, bureau, court,
agency, arbitrator, or instrumentality of any kind, nor, to the knowledge of Newco, are
there any facts which may reasonably be expected to be a proper basis for any actions,
suits, proceedings, claims or investigations which in any case would prevent or hinder the
completion of the transactions contemplated by this Agreement or which can reasonably
be expected to have a material adverse effect on the business, operations, properties,
assets or affairs, financial or otherwise, of Newco; and
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(e) on the date hereof, there is one Newco Share issued and outstanding which is held by the
Fund and, except as may be contemplated by this Agreement, the Plan of Arrangement or
as set forth in the Information Circular, there is no obligation, contractual or otherwise, of
Newco to issue any Common Shares or other securities.
ARTICLE 5
CONDITIONS PRECEDENT
5.1 MUTUAL CONDITIONS PRECEDENT
The respective obligations of each of the Cineplex Entities to complete the transactions contemplated by
this Agreement and the Arrangement shall be subject to the fulfillment or satisfaction, on or before the
Effective Time or such other time or date as is specified below, of each of the following conditions, any
of which may be waived collectively by them without prejudice to their right to rely on any other
condition:
(a) the Interim Order shall have been granted in form and substance satisfactory to the parties
hereto, acting reasonably, not later than November 1, 2010 or such later date as the
parties hereto may agree and shall not have been set aside or modified in a manner
unacceptable to such parties on appeal or otherwise;
(b) the Arrangement Resolution shall have been approved by the requisite number of votes
cast by Unitholders at the Meeting in accordance with the provisions of the Interim Order
and any applicable regulatory requirements;
(c) the Final Order shall have been granted in form and substance satisfactory to the
Cineplex Entities, acting reasonably, not later than December 15, 2010 or such later date
as the parties hereto may agree;
(d) the Articles of Arrangement and all necessary related documents, in form and substance
satisfactory to the Cineplex Entities, acting reasonably, shall have been accepted by the
Director in accordance with subsection 183(1) of the OBCA;
(e) no material action or proceeding shall be pending or threatened by any person, company,
firm, governmental authority, regulatory body or agency and there shall be no action
taken under any existing applicable law or regulation, nor any statute, rule, regulation or
order which is enacted, enforced, promulgated or issued by any court, department,
commission, board, regulatory body, government or governmental authority or similar
agency, domestic or foreign, that: (i) makes illegal or otherwise directly or indirectly
restrains, enjoins or prohibits the Arrangement or any other transactions contemplated
herein; or (ii) results in a judgment or assessment of material damages directly or
indirectly relating to the transactions contemplated herein;
(f) all material third party and regulatory consents, exemptions and approvals considered
necessary or desirable by the parties hereto with respect to the transactions contemplated
under the Arrangement shall have been completed or obtained including, without
limitation, necessary consents, exemptions and approvals from applicable securities
regulatory authorities and under the rules or policies of the TSX, and applicable consents
from lenders; and
(g) the TSX shall have conditionally approved the listing or the substitutional listing of the
Common Shares to be issued pursuant to the Arrangement and the Debentures as
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contemplated in the Information Circular, subject only to the filing of required documents
which cannot be filed prior to the Effective Date.
5.2 ADDITIONAL CONDITIONS TO OBLIGATIONS OF THE CINEPLEX
ENTITIES
In addition to the conditions contained in Section 5.1 hereof, the obligation of each of the Cineplex
Entities (unless specified otherwise below) to complete the transactions contemplated by this Agreement
and the Arrangement is subject to the fulfillment or satisfaction, on or before the Effective Time, of each
of the following conditions, any of which may be waived by them without prejudice to their right to rely
on any other condition:
(a) each of the representations and warranties made by the other parties hereto set forth in
this Agreement shall be true and correct in all material respects;
(b) each of the covenants, acts and undertakings of the other parties hereto to be performed
or complied with on or before the Effective Date pursuant to the terms of this Agreement
shall have been duly performed or complied with in all material respects; and
(c) the board of trustees of the Fund, the board of trustees of the Trust, the board of directors
of COC, the board of directors of CELP 2007 GP, on its own behalf and on behalf of
CELP 2007 LP in its capacity as general partner of CELP 2007 LP, the board of directors
of CEC, on its own behalf and on behalf of CELP in its capacity as general partner of
CELP, and the board of directors of Newco, respectively, shall not have determined in
their sole and absolute discretion that to proceed with the Arrangement would not be in
the best interests of the Fund, the Trust, COC, CELP 2007 GP, CELP 2007 LP, CEC,
CELP and Newco, as the case may be.
5.3 NOTICE AND EFFECT OF FAILURE TO COMPLY WITH CONDITIONS
If any of the conditions precedent set forth in Sections 5.1 or 5.2 hereof shall not be satisfied or waived by
the party or parties for whose benefit such conditions are provided on or before the date required for the
satisfaction thereof, then a party for whose benefit the condition precedent is provided may, in addition to
any other remedies they may have at law or equity, rescind and terminate this Agreement; provided that,
prior to the filing of the Articles of Arrangement for the purpose of giving effect to the Arrangement, the
party intending to rely thereon has delivered a written notice to the other party, specifying in reasonable
detail all breaches of covenants, representations and warranties or other matters which the party
delivering such notice is asserting as the basis for the non-satisfaction of the applicable conditions
precedent and the party in breach shall have failed to cure such breach within 10 Business Days of receipt
of such written notice thereof (except that no cure period shall be provided for a breach which by its
nature cannot be cured). More than one such notice may be delivered by a party.
5.4 SATISFACTION OF CONDITIONS
The conditions set out in this Article 5 are conclusively deemed to have been satisfied, waived or released
when, with the agreement of the parties hereto, the Articles of Arrangement are sent to the Director under
the OBCA to give effect to the Arrangement.
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6.1 AMENDMENTS
ARTICLE 6
AMENDMENT AND TERMINATION
This Agreement may, at any time and from time to time before or after the Meeting, be amended in any
respect whatsoever by written agreement of the parties hereto without further notice to or authorization on
the part of their respective securityholders; provided that any such amendment that changes the
consideration to be received by the Unitholders pursuant to the Arrangement is brought to the attention of
the Court and is subject to such requirements as may be ordered by the Court.
6.2 TERMINATION
This Agreement shall be terminated in each of the following circumstances:
(a) the mutual agreement of the parties hereto;
(b) the Arrangement shall not have become effective on or before January 31, 2011 or such
later date as may be agreed to by the parties hereto; and
(c) termination of this Agreement under Section 5.3 hereof.
In the event of the termination of this Agreement in the circumstances set out in Sections 6.2(a) through
6.2(c) hereof, this Agreement shall forthwith become void and none of the parties hereto shall have any
liability or further obligation to any other parties hereunder.
7.1 BINDING EFFECT
ARTICLE 7
GENERAL
This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective
successors and permitted assigns.
7.2 NO ASSIGNMENT
No party may assign its rights or obligations under this Agreement.
7.3 EXCLUSIVITY
None of the covenants of the Fund, the Trust, COC, CELP 2007 GP, CELP 2007 LP, CEC, CELP or
Newco contained herein shall prevent the board of trustees of the Fund, the board of trustees of the Trust,
the board of directors of COC, the board of directors of CELP 2007 GP, on its own behalf and on behalf
of CELP 2007 LP in its capacity as general partner of CELP 2007 LP, the board of directors of CEC, on
its own behalf and on behalf of CELP in its capacity as general partner of CELP, or the board of directors
of Newco, respectively, from responding as required by law to any unsolicited submission or proposal
regarding any acquisition or disposition of assets or any unsolicited proposal to amalgamate, merge or
effect an arrangement, reorganization or similar transaction or any unsolicited acquisition proposal
generally or make any disclosure to its securityholders with respect thereto which in the judgment of the
board of trustees of the Fund, the board of trustees of the Trust, the board of directors of COC, the board
of directors of CELP 2007 GP, on its own behalf and on behalf of CELP 2007 LP in its capacity as
general partner of CELP 2007 LP, the board of directors of CEC, on its own behalf and on behalf of
E-15

CELP in its capacity as general partner of CELP, or the board of directors of Newco, respectively, acting
upon the advice of counsel, is required under applicable law.
7.4 EQUITABLE REMEDIES
All representations, warranties and covenants herein or to be given hereunder as to enforceability in
accordance with the terms of any covenant, agreement or document shall be qualified as to applicable
bankruptcy and other laws affecting the enforcement of creditors’ rights generally and to the effect that
specific performance, being an equitable remedy, may only be ordered at the discretion of the court.
7.5 SURVIVAL OF REPRESENTATIONS AND WARRANTIES
The representations and warranties contained herein shall survive the performance by the parties of their
respective obligations hereunder for a period of one year.
7.6 SEVERABILITY
If any one or more of the provisions or parts thereof contained in this Agreement should be or become
invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining provisions or parts
thereof contained herein shall be and shall be conclusively deemed to be, as to such jurisdiction, severable
therefrom and:
(a) the validity, legality or enforceability of such remaining provisions or parts thereof shall
not in any way be affected or impaired by the severance of the provisions or parts thereof
severed; and
(b) the invalidity, illegality or unenforceability of any provision or part thereof contained in
this Agreement in any jurisdiction shall not affect or impair such provision or part thereof
or any other provisions of this Agreement in any other jurisdiction.
7.7 FURTHER ASSURANCES
Each party hereto shall, from time to time and at all times hereafter, at the request of another party hereto,
but without further consideration, do all such further acts, and execute and deliver all such further
documents and instruments as may be reasonably required in order to fully perform and carry out the
terms and intent hereof.
7.8 TIME OF ESSENCE
Time shall be of the essence.
7.9 LIABILITY OF THE FUND
Each of the parties hereto acknowledges that the obligations of the Fund under this Agreement will not be
personally binding upon any of the trustees of the Fund, any registered or beneficial holder of Units or
any beneficiary under a plan of which a holder of such units acts as a trustee or carrier, and that resort will
not be had to, nor will recourse be sought from, any of the foregoing or the private property of any of the
foregoing in respect of any indebtedness, obligation or liability of the Fund arising hereunder, and any
recourse for such indebtedness, obligations or liabilities of the Fund will be limited to, and satisfied only
out of, the assets of the Fund.
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7.10 COUNTERPARTS
This Agreement may be executed in counterparts, in original, facsimile or electronic form, each of which
shall be deemed an original, and all of which together constitute one and the same instrument.
[The remainder of this page is intentionally left blank.]
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IN WITNESS WHEREOF this Agreement has been executed and delivered by the parties hereto
effective as of the date first above written.
CINEPLEX GALAXY INCOME FUND, by its
administrator, Cineplex Entertainment Limited
Partnership, by its general partner, Cineplex
Entertainment Corporation
Per: “Gord Nelson”
Name: Gord Nelson
Title: Chief Financial Officer
CINEPLEX GALAXY TRUST, by its administrator,
Cineplex Entertainment Limited Partnership, by its
general partner, Cineplex Entertainment
Corporation
Per: “Gord Nelson”
Name: Gord Nelson
Title: Chief Financial Officer
CINEPLEX ODEON CORPORATION
Per: “Gord Nelson”
Name: Gord Nelson
Title: Chief Financial Officer
CELP 2007 INC.
Per: “Gord Nelson”
Name: Gord Nelson
Title: Chief Financial Officer
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CELP 2007 LIMITED PARTNERSHIP, by its
general partner, CELP 2007 Inc.
Per: “Gord Nelson”
Name: Gord Nelson
Title: Chief Financial Officer
CINEPLEX ENTERTAINMENT CORPORATION
Per: “Gord Nelson”
Name: Gord Nelson
Title: Chief Financial Officer
CINEPLEX ENTERTAINMENT LIMITED
PARTNERSHIP, by its general partner, Cineplex
Entertainment Corporation
Per: “Gord Nelson”
Name: Gord Nelson
Title: Chief Financial Officer
CINEPLEX INC.
Per: “Ellis Jacob”
Name: Ellis Jacob
Title: Director
E-19

EXHIBIT “A”
PLAN OF ARRANGEMENT
UNDER SECTION 182 OF THE
BUSINESS CORPORATIONS ACT (ONTARIO)
ARTICLE 1
INTERPRETATION
1.1 In this Plan of Arrangement, the following terms have the following meanings:
“Agreement”, “herein”, “hereof”, “hereto”, “hereunder” and similar expressions mean and refer to this
arrangement agreement (including the schedules and exhibits hereto) as supplemented, modified or
amended, and not to any particular article, section, schedule or other portion hereof;
“Arrangement” means the proposed arrangement under the provisions of section 182 of the OBCA, on
the terms and conditions set forth in the Plan of Arrangement as amended, modified or supplemented;
“Arrangement Agreement” means the arrangement agreement made as of October 28, 2010 among the
Cineplex Entities with respect to the Arrangement and all amendments thereto;
“Arrangement Resolution” means the special resolution of Unitholders approving the Arrangement;
“Articles of Arrangement” means the articles of arrangement in respect of the Arrangement required
under subsection 183(1) of the OBCA to be filed with the Director after the Final Order has been granted;
“Business Day” means a day, other than a Saturday, Sunday or statutory holiday, when banks are
generally open in the City of Toronto, in the Province of Ontario, for the transaction of banking business;
“CEC” means Cineplex Entertainment Corporation, a corporation incorporated under the laws of Canada;
“CELP” means Cineplex Entertainment Limited Partnership, a limited partnership established under the
laws of the Province of Manitoba;
“CELP 2007 GP” means CELP 2007 Inc., a corporation incorporated under the laws of the Province of
Ontario;
“CELP 2007 LP” means CELP 2007 Limited Partnership, a limited partnership established under the
laws of the Province of Manitoba;
“CELP Partnership Agreement” means the limited partnership agreement dated November 26, 2003
governing CELP, as the same has been and may be amended, supplemented or restated from time to time;
“Certificate” means the confirmation of filing to be issued by the Director pursuant to subsection 183(2)
of the OBCA giving effect to the Arrangement;
“COC” means Cineplex Odeon Corporation, a corporation amalgamated under the laws of the Province
of Ontario;
“Cineplex Entities” means, collectively, the Fund, the Trust, COC, CELP 2007 GP, CELP 2007 LP,
CEC, CELP and Newco and their respective successors;
“Common Shares” means the common shares in the capital of Newco;
E-20

“Court” means the Ontario Superior Court of Justice;
“Debenture Indenture” means the trust indenture dated July 22, 2005 between the Debenture Trustee
and the Fund governing the terms of the Debentures;
“Debenture Trustee” means BNY Trust Company of Canada (as successor to CIBC Mellon Trust
Company of Canada), as trustee, or its successor as trustee, under the Debenture Indenture;
“Debentures” means the 6% convertible extendible unsecured subordinated debentures of the Fund
issued pursuant to the Debenture Indenture;
“DEU Plan” means the Deferred Equity Unit Plan of the Fund, and following the Conversion, the
Amended and Restated Deferred Share Unit Plan (Executive DSU Plan – Three Year Vesting) of Newco;
“DEU” means a deferred equity unit of the Fund, and following the Conversion, a deferred share unit of
Newco, granted pursuant to the DEU Plan;
“Director” means the Director appointed under s.278 of the OBCA;
“Effective Date” means the date the Arrangement is effective under the OBCA, which is expected to be
on or around January 1, 2011;
“Effective Time” means 12:01 a.m. (Toronto time) on the Effective Date or such other time as may be
determined by Newco;
“Exchange Agreement” means the amended and restated exchange agreement among the Fund, the
Trust, and CELP, amongst others, dated May 11, 2006, as the same may be amended, supplemented or
restated from time to time;
“Existing Options” means options to acquire Units outstanding under the Option Plan;
“Final Order” means the final order of the Court approving the Arrangement pursuant to subsection
182(5) of the OBCA, as such order may be affirmed, amended, modified or supplemented by any court of
competent jurisdiction;
“Fund” means Cineplex Galaxy Income Fund, a trust governed by the laws of the Province of Ontario
pursuant to the Fund Declaration of Trust;
“Fund Declaration of Trust” means the amended and restated declaration of trust dated November 26,
2003, pursuant to which the Fund is established, as the same may be amended, supplemented or restated
from time to time;
“Information Circular” means the management information circular of the Fund, together with all
schedules and appendices thereto, to be distributed to Unitholders in respect of the Meeting;
“Interim Order” means the interim order of the Court under subsection 182(5) of the OBCA, containing
declarations and directions with respect to the Arrangement and the Meeting and issued pursuant to the
application of the Cineplex Entities, as such order may be affirmed, amended, modified or supplemented
by any court of competent jurisdiction;
“Meeting” means the special meeting of Unitholders to be held on a date in 2010 to be specified in the
Interim Order, and any adjournment(s) or postponement(s) thereof, to consider and to vote on, among
other things, the Arrangement Resolution;
E-21

“Newco” means Cineplex Inc., a corporation incorporated under the laws of the Province of Ontario;
“OBCA” means the Business Corporations Act (Ontario), as amended, including the regulations
promulgated thereunder;
“Option Plan” means the Fund’s existing unit option plan dated February 12, 2008 to be adopted by
Newco following completion of the Arrangement;
“Person” means and includes individuals, corporations, partnerships, general partnerships, joint stock
companies, limited liability corporations, joint ventures, associations, companies, trusts, banks, trust
companies, pension funds, business trusts or other organizations, whether or not legal entities, and
governments, agencies and political subdivisions thereof;
“Plan of Arrangement” means this plan of arrangement, as the same may be amended, modified or
supplemented from time to time in accordance with the terms thereof;
“Subsidiary” has the meaning ascribed thereto in section 1.1 of National Instrument 45-106 —
Prospectus and Registration Exemptions, as it exists on the date hereof;
“Supplemental Indenture” means a supplemental indenture between the Debenture Trustee and Newco
to be executed prior to the Effective Date, governing the terms of the Debentures, as it may be amended,
supplemented or restated from time to time;
“Trust” means Cineplex Galaxy Trust, a trust governed by the laws of the Province of Ontario pursuant
to the Trust Declaration of Trust;
“Trust Declaration of Trust” means the declaration of trust dated November 12, 2003, pursuant to
which the Trust was established, as the same may be amended, supplemented or restated from time to
time;
“Units” means the units of the Fund designated as “Trust Units” under the Fund Declaration of Trust; and
“Unitholders” means the holders of Units.
1.2 The division of this Plan of Arrangement into articles and sections and the insertion of headings
are for convenience of reference only and shall not affect the construction or interpretation of this
Plan of Arrangement.
1.3 Unless reference is specifically made to some other document or instrument, all references herein
to articles and sections are to articles and sections of this Plan of Arrangement.
1.4 Unless the context otherwise requires, words importing the singular number shall include the
plural and vice versa; words importing any gender shall include all genders; and words importing
persons shall include individuals, partnerships, associations, corporations, funds, unincorporated
organizations, governments, regulatory authorities and other entities.
1.5 References in this Plan of Arrangement to any statute or sections thereof shall include such
statute as amended or substituted and any regulations promulgated thereunder from time to time
in effect.
E-22

ARTICLE 2
ARRANGEMENT AGREEMENT
2.1 This Plan of Arrangement is made pursuant to, and is subject to the provisions of, and forms part
of, the Arrangement Agreement.
2.2 This Plan of Arrangement, upon the filing of the Articles of Arrangement and the issue of the
Certificate, if any, shall become effective on, and be binding on and after, the Effective Time on
the Unitholders and the Cineplex Entities.
2.3 The Articles of Arrangement and the Certificate shall be filed and issued, respectively, with
respect to this Arrangement in its entirety. The Certificate shall be conclusive evidence that the
Arrangement has become effective and that each of the provisions of Article 4 hereof has become
effective in the sequence and at the times set out therein.
2.4 Other than as expressly provided for herein, no portion of this Plan of Arrangement shall take
effect with respect to any party or Person until the Effective Time. Furthermore, each of the
events listed in Article 4 hereof shall be, without affecting the timing set out in Article 4,
mutually conditional, such that no event described in said Article 4 may occur without all steps
occurring, and those events shall effect the integrated transaction which constitutes the
Arrangement.
ARTICLE 3
PRE-ARRANGEMENT MATTERS
3.1 Unless otherwise consented to by the Fund in writing, each of the events set out below shall be
completed prior to the Effective Date:
Amendment of the Fund Declaration of Trust, Trust Declaration of Trust, and CELP Partnership
Agreement
(a) the Fund Declaration of Trust, the Trust Declaration of Trust, the CELP Partnership
Agreement, and such other material documents will be amended to the extent necessary
to facilitate the Arrangement and the implementation of the steps and transactions,
described in the Plan of Arrangement, as provided herein; and
Supplemental Indenture
(b) Newco will enter into the Supplemental Indenture with the Debenture Trustee, in
accordance with the applicable requirements of the Debenture Indenture and otherwise
comply with any additional requirements of the Debenture Indenture, pursuant to which
Newco will assume all of the covenants and obligations of the Fund under the Debentures
on the dissolution of the Fund.
ARTICLE 4
ARRANGEMENT
4.1 Commencing at the Effective Time, each of the events set out below shall occur and shall be
deemed to occur in the following order, each occurring five minutes apart (unless otherwise
noted), without any further act or formality except as otherwise provided herein:
E-23

Exchange of Units for Common Shares
(a) All of the Units held by Unitholders will be transferred to Newco, free and clear of any
claims, solely in consideration for Common Shares on the basis of one Common Share
for each Unit so transferred. At the time the Common Shares are so issued, an amount
determined by the directors of Newco shall be added to the stated capital account
maintained for the Common Shares issued under the Arrangement. The stated capital
maintained in respect of the Common Shares may be subsequently reduced by an amount
determined by the directors, in respect of which no amount is to be distributed to the
shareholders of Newco, as contemplated by Section 34(1)(b)(ii)(B) of the OBCA;
Exchange of Options
(b) each of the issued and outstanding Existing Options shall be exchanged under an
agreement with Newco for options to acquire the same number of Common Shares as the
number of Units subject to the Existing Options, at the same price and on the same terms
as provided in the Existing Options;
Cancellation of the Initial Common Share of Newco
(c) the one common share of Newco issued to the Fund in connection with the organization
of Newco will be purchased for cancellation by Newco for a consideration of ten dollars
($10.00), and shall be cancelled;
Cancellation of Rights to Acquire Units
(d) all other rights to acquire Units outstanding immediately prior to the Effective Time, if
any, shall be cancelled and of no further force and effect, and shall be deemed to be
exchanged for the same number of economically equivalent rights to acquire Common
Shares;
Dissolution of the Trust
(e) the Trust will be dissolved (as a result of which the Trust will cease to exist) and all of its
assets and liabilities shall be distributed to and assumed by the Fund; and
Dissolution of the Fund
(f) the Fund will be dissolved (as a result of which the Fund will cease to exist) and all of its
assets and liabilities, including the Debentures, shall be distributed to and assumed by
Newco.
4.2 With respect to each holder of Units at the Effective Time, upon the exchange of Units for
Common Shares pursuant to Section 4.1 hereof:
(a) each former holder of Units shall cease to be the holder of the Units so exchanged and the
name of each such former holder of Units shall be removed from the register of holders
of Units;
(b) each such former holder of Units shall become the holder of the Common Shares
exchanged for Units by such holder and shall be added to the register of holders of
Common Shares in respect thereof; and
E-24

(c) Newco shall become the holder of the Units so exchanged and shall be added to the
register of holders of Units as the sole owner of the Units.
ARTICLE 5
OUTSTANDING CERTIFICATES
5.1 From and after the Effective Time, any certificates formerly representing Units shall represent
only the right to receive the number of Common Shares which the former holder of such Units is
entitled to receive pursuant to Article 4.
ARTICLE 6
AMENDMENTS
6.1 The Cineplex Entities may amend this Plan of Arrangement at any time and from time to time
prior to the Effective Time, provided that each such amendment must be: (i) set out in writing;
(ii) approved by the other parties to the Arrangement Agreement; (iii) filed with the Court; and
(iv) communicated to Unitholders, if and as requested by the Court.
6.2 Notwithstanding Section 6.1 and Section 6.4 hereof, any amendment, modification or supplement
to this Plan of Arrangement may be made prior to or after the Effective Time by the Cineplex
Entities without the approval of the Court or the Unitholders, provided that it concerns a matter
which, in the reasonable opinion of the Cineplex Entities, is of an administrative nature required
to better give effect to the implementation of this Plan of Arrangement or is not adverse to the
financial or economic interests of any Unitholder or former Unitholder.
6.3 Subject to Section 7.2 hereof, any amendment to this Plan of Arrangement may be proposed by
the Cineplex Entities at any time prior to or at the Meeting (provided that the other parties to the
Arrangement Agreement shall have consented thereto) with or without any prior notice or
communication to the Unitholders, and if so proposed and accepted by the Persons voting at the
Meeting (other than as may be required under the Interim Order), shall become part of this Plan
of Arrangement for all purposes.
6.4 Subject to Section 7.2 hereof, the Cineplex Entities may amend, modify and/or supplement this
Plan of Arrangement at any time and from time to time after the Meeting and prior to the
Effective Time with the approval of the Court and, if and as required by the Court, after
communication to the Unitholders.
ARTICLE 7
GENERAL
7.1 Notwithstanding that the transactions and events set out herein shall occur and be deemed to
occur in the order set out in this Plan of Arrangement without any further act or formality, each of
the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done
and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or
documents as may reasonably be required by any of them in order to further document or
evidence any of the transactions or events set out herein.
7.2 If, prior to the Effective Date, any term or provision of this Plan of Arrangement is held by the
Court to be invalid, void or unenforceable, the Court, at the request of any of the parties to the
Arrangement Agreement, shall have the power to alter and interpret such term or provision to
make it valid or enforceable to the maximum extent practicable, consistent with the original
purpose of the term or provision held to be invalid, void or unenforceable, and such term or
provision shall then be applicable as altered or interpreted. Notwithstanding any such holding,
E-25

alteration or interpretation, the remainder of the terms and provisions of this Plan of Arrangement
shall remain in full force and effect and shall in no way be affected, impaired or invalidated by
such holding, alteration or interpretation.
7.3 This Plan of Arrangement shall be governed by and construed in accordance with the laws of the
Province of Ontario and the federal laws of Canada applicable therein. Any questions as to the
interpretation or application of this Plan of Arrangement and all proceedings taken in connection
with this Plan of Arrangement and its provisions shall be subject to the exclusive jurisdiction of
the Court.
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October 22, 2010
APPENDIX “F”
FAIRNESS OPINION
The Board of Trustees of Cineplex Galaxy Income Fund
1303 Yonge Street
Toronto, ON M4T 2Y9
To the Board of Trustees of Cineplex Galaxy Income Fund:
F-1
National Bank Financial
The Exchange Tower
130 King Street West
Suite 3200, P.O. Box 21
Toronto, ON M5X 1J9
National Bank Financial Inc. (“National Bank Financial”) understands that Cineplex Galaxy Income
Fund (the “Fund”) proposes to convert the Fund from an income trust to a corporation pursuant to a
plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”). Under the
Arrangement, Unitholders will exchange their units of the Fund (the “Units”) on a one for one basis
for common shares (“Common Shares”) of a newly incorporated company (“Newco”). Prior to the
Arrangement, holders of Class B limited partnership units of Cineplex Entertainment LP (the
“Exchangeable LP Units”) (other than the Fund and its subsidiaries), will also transfer the
Exchangeable LP Units to Newco in consideration for Common Shares on the basis of one Common
Share for each Exchangeable LP Unit transferred. Upon completion of the Arrangement, former
holders of Units and Exchangeable LP Units (other than the Fund and its subsidiaries) will be the
sole holders of Common Shares of Newco and Newco will own all of the limited partnership units of
Cineplex Entertainment LP.
The Arrangement will result in Newco carrying on the business presently carried on by the Fund and
its subsidiaries (collectively, with the Fund, “Cineplex”). Following the completion of the
Arrangement, the board of directors (the “Board of Directors”) of Newco will be comprised of the
current members of the board of trustees of the Fund (the “Board of Trustees”) and the senior
management of Newco will be comprised of the current senior management of Cineplex.
The above description is summary in nature. The specific terms and conditions of the Arrangement
will be more fully described in the notice of special meeting and management information circular
(the “Information Circular”), which is to be mailed to the holders of Units (the “Unitholders”) in
connection with the Arrangement.
ENGAGEMENT OF NATIONAL BANK FINANCIAL
National Bank Financial was engaged by the Fund pursuant to an engagement agreement (the
“Engagement Agreement”) dated September 24, 2010 to provide financial advisory services to the

Board of Trustees in connection with the Arrangement, including the preparation and delivery to the
Board of Trustees of an opinion (the “Opinion”) as to the fairness, from a financial point of view, of
the consideration to be received by Unitholders under the Arrangement. National Bank Financial
has not been asked and has not prepared a formal valuation or appraisal of any of the assets or
securities of the Fund, Newco or any of their respective affiliates and this Opinion should not be
construed as such, nor has National Bank Financial been requested to identify, solicit, consider or
develop any potential alternatives to the Arrangement.
Subject to terms of the Engagement Agreement, National Bank Financial consents to the inclusion of
this Opinion and a summary thereof, in a form acceptable to National Bank Financial, in the
Information Circular and to the filing of the Information Circular by the Fund with the applicable
Canadian securities regulatory authorities.
CREDENTIALS OF NATIONAL BANK FINANCIAL
National Bank Financial is a leading Canadian investment dealer whose businesses include corporate
finance, mergers and acquisitions, equity and fixed income sales and trading and investment
research. National Bank Financial regularly provides valuations and fairness opinions with respect to
proposed transactions. This Opinion is the opinion of National Bank Financial and the form and
content herein has been reviewed and approved for release by a group of managing directors of
National Bank Financial, each of whom is experienced in merger, acquisition, divestiture, valuation
and fairness opinion matters.
RELATIONSHIP WITH INTERESTED PARTIES
Neither National Bank Financial nor any of its affiliates is an insider, associate or affiliate (as those
terms are defined in the Securities Act (Ontario)) of the Fund or any of their respective associates or
affiliates.
The terms of the Engagement Agreement provide that National Bank Financial will receive a fee for
its services as financial advisor to the Fund. In addition, the Fund has agreed to reimburse National
Bank Financial for its reasonable out-of-pocket expenses and to indemnify National Bank Financial,
in certain circumstances, against certain expenses, losses, claims, actions, suits, proceedings,
damages and liabilities which may arise directly or indirectly from services performed by National
Bank Financial in connection with the Engagement Agreement.
National Bank Financial and its affiliates act as a trader and dealer, both as principal and agent, in
major financial markets and, as such, may have and may in the future have positions in the securities
of the Fund or Newco, and, from time to time, may have executed or may execute transactions on
behalf of the Fund or Newco or other clients for which it may have received or may receive
compensation. As an investment dealer, National Bank Financial conducts research on securities and
may, in the ordinary course of its business, provide research reports and investment advice to its
clients on investment matters, including matters with respect to the Arrangement, the Fund or
Newco.
F-2

SCOPE OF REVIEW
In connection with our rendering of this Opinion, National Bank Financial reviewed and relied upon
(without attempting to verify independently the completeness or accuracy of) or carried out (as the
case may be), among other things, the following:
1. A draft of the Information Circular as of October 18, 2010 and a draft of the arrangement
agreement (including the plan of arrangement) (the “Arrangement Agreement”) with
respect to the Arrangement as of the same date;
2. Audited annual consolidated financial statements for the Fund for each of the three years
ended December 31, 2007, 2008 and 2009;
3. Annual reports of the Fund for the three years ended December 31, 2007, 2008 and 2009;
4. Unaudited interim consolidated financial statements of the Fund for each of the three
month periods ended March 31, 2010, and June 30, 2010;
5. Short Form Prospectus of the Fund dated April 14, 2009;
6. Annual information forms of the Fund for the three years ended December 31, 2007,
2008 and 2009;
7. Notices of annual meetings of Unitholders and management information circulars of the
Fund dated March 31, 2009 and April 10, 2010;
8. Unaudited projected financial information for the Fund including a projection of taxes
payable assuming a conversion to a corporation as proposed under the Arrangement;
9. Various research publications prepared by equity research analysts regarding the Fund
and other selected public entities considered relevant;
10. Public information relating to the business, operations, financial performance and Unit
trading history of the Fund and other selected public entities considered relevant;
11. Public information with respect to certain other transactions of a comparable nature
considered relevant;
12. Discussions with senior management of Cineplex with respect to the information referred
to above and other issues deemed relevant;
13. Representations contained in a certificate addressed to National Bank Financial dated
October 22, 2010 from senior officers of the Fund;
14. Discussions with the Fund’s tax advisors with respect to various tax matters relating to
the Arrangement, the tax implications thereof and other matters considered relevant;
F-3

15. Memoranda prepared by legal advisors of the Fund and provided by management
regarding the steps involved in consummating the Arrangement; and
16. Such other corporate, industry and financial market information, investigations, analyses
and discussions as National Bank Financial considered necessary or appropriate in the
circumstances.
National Bank Financial has not, to the best of its knowledge, been denied access by the Fund to any
information requested by National Bank Financial.
ASSUMPTIONS AND LIMITATIONS
This Opinion is subject to the assumptions, limitations and explanations forth herein.
With the Board of Trustee’s approval and agreement, we have relied upon the completeness,
accuracy and fair presentation of all financial information, business plans, forecasts and other
information, data, advice, opinions and representations obtained by us from public sources, or
provided to us by the Fund, its subsidiaries and their respective directors, officers, associates,
affiliates, consultants, advisors and representatives relating to the Fund, its subsidiaries, associates
and affiliates. This Opinion is conditional upon such completeness, accuracy and fair presentation.
We have not been requested to nor, subject to the exercise of professional judgment, have we
attempted to verify independently the completeness, accuracy or fair presentation of any such
information, data, advice, opinions and representations.
Senior officers of Cineplex have represented to National Bank Financial in a certificate delivered as
of the date hereof, among other things, that (i) the information, data, advice, opinions,
representations and other material (financial and otherwise) (the “Information”) provided orally by,
or in the presence of, an officer or employee of the Fund or in writing by the Fund or any of its
subsidiaries, associates or affiliates or their respective directors, officers, associates, affiliates,
consultants, advisors and representatives to National Bank Financial or obtained by National Bank
Financial from the System for Electronic Document Analysis and Retrieval (SEDAR) relating to the
Fund, its subsidiaries, associates or affiliates, or any other transaction, for the purpose of preparing
this Opinion was, at the date such Information was provided to National Bank Financial, complete,
true and correct in all material respects, and did not and does not contain any untrue statement of a
material fact in respect of the Fund, its subsidiaries, associates or affiliates, or any other transaction
and did not and does not omit to state a material fact in respect of the Fund, its subsidiaries,
associates or affiliates, or any other transaction necessary to make the Information or any statement
contained therein not misleading in light of the circumstances under which the Information was
provided or any statement was made; and that (ii) since the dates on which the Information was
provided to National Bank Financial, except as disclosed in writing to National Bank Financial, there
has been no material change, financial or otherwise, in the financial condition, assets, liabilities
(contingent or otherwise), business, operations or prospects of the Fund or any of its subsidiaries and
no material change has occurred in the Information or any part thereof which would have or which
would reasonably be expected to have a material effect on this Opinion.
With respect to any forecasts, projections, estimates and/or budgets provided to National Bank
Financial and used in its analyses, National Bank Financial notes that projecting future results of any
company is inherently subject to uncertainty. National Bank Financial has assumed, however, that
F-4

such forecasts, projections, estimates and/or budgets were prepared using the assumptions identified
therein, which, in the opinion of the Fund, are (or were at the time and continue to be) reasonable in
the circumstances.
We have also assumed that the Arrangement Agreement will be entered into by the parties thereto
substantially in the form of the draft referred to above, that all of the representations and warranties
to be contained in the Arrangement Agreement would be correct as of the date hereof, that all of the
conditions contained in the Arrangement Agreement will be met, that the Arrangement will be
completed substantially in accordance with the terms of the Arrangement Agreement (including the
plan of arrangement) and all applicable laws.
We are not legal, tax or accounting experts and we express no opinion concerning any legal, tax or
accounting matters concerning the Arrangement or the sufficiency of this Opinion for your purposes.
This Opinion is rendered as at the date hereof and on the basis of securities markets, economic and
general business and financial conditions prevailing as at the date hereof and the conditions and
prospects, financial and otherwise, of the Fund as they are reflected in the Information and as they
were represented to us in our discussions with the management of Cineplex. In our analyses and in
connection with the preparation of this Opinion, we made numerous assumptions with respect to
industry performance, general business, market and economic conditions and other matters, many of
which are beyond the control of National Bank Financial and any party involved in the Arrangement.
This Opinion is provided to the Board of Trustees for its use only and may not be relied upon by any
other person. National Bank Financial disclaims any undertaking or obligation to advise any person
of any change in any fact or matter affecting this Opinion which may come or be brought to the
attention of National Bank Financial after the date hereof. Without limiting the foregoing, in the
event that there is any material change in any fact or matter affecting this Opinion after the date
hereof, National Bank Financial reserves the right to change, modify or withdraw this Opinion.
The preparation of a fairness opinion is a complex process and is not necessarily capable of being
partially analyzed or summarized. National Bank Financial believes that its analyses must be
considered as a whole and that selecting portions of the analyses or the factors considered by it,
without considering all factors and analyses together, could create an incomplete view of the process
underlying this Opinion. This Opinion should be read in its entirety.
CONCLUSION
Based upon and subject to the foregoing and such other matters as we considered relevant, National
Bank Financial is of the opinion that, as of the date hereof, the consideration to be received by the
Unitholders pursuant to the Arrangement is fair, from a financial point of view, to the Unitholders.
F-5
Yours truly,
National Bank Financial Inc.

APPENDIX “G”
INFORMATION CONCERNING NEWCO
NOTICE TO READER
As at November 1, 2010, Newco has not carried on any active business since its incorporation other than executing
the Arrangement Agreement. Unless otherwise noted, the disclosure in this Appendix has been prepared assuming
that the Arrangement has been effected, Newco will be the publicly listed corporation resulting from the
reorganization of the Fund’s income trust structure into a corporation pursuant to the Arrangement. Unless otherwise
defined herein, all capitalized words and phrases used in this Appendix have the meaning given to such words and
phrases in the “Glossary of Terms” or elsewhere in the Information Circular.
FORWARD-LOOKING STATEMENTS
This Appendix contains forward-looking statements. All statements other than statements of historical nature
contained in this Appendix are forward-looking statements. Reference is made to “Introduction – Forward-looking
Statements” in the body of this Information Circular for information regarding forward-looking statements. The
forward-looking statements contained in this Appendix are expressly qualified in their entirety by the cautionary
statements set forth in the body of this Information Circular under “Introduction – Forward-looking Statements”.
The forward-looking statements included in this Appendix are made as at November 1, 2010 and Newco undertakes
no obligation to publicly update such forward-looking statements to reflect new information, subsequent events or
otherwise unless so required by applicable securities laws.
NAME, ADDRESS AND INCORPORATION
CORPORATE STRUCTURE
Newco was incorporated on October 15, 2010 pursuant to the provisions of the OBCA for the purpose of
undertaking the Conversion. Once the Arrangement has been effected, Newco will hold all of the issued and
outstanding Units. The head office and principal business office of Newco is located at 1303 Yonge Street, Toronto,
Ontario M4T 2Y9.
Newco will, as a result of the Arrangement, become (or, where necessary, seek to become) a reporting issuer in all
Canadian provinces and territories on the Effective Date and, accordingly, become subject to the informational
reporting requirements under the securities laws of each jurisdiction in which it so becomes a reporting issuer.
INTERCORPORATE RELATIONSHIPS
As at November 1, 2010 hereof, Newco does not have any subsidiaries. The diagram set forth under “The
Arrangement – Post-Arrangement Structure” illustrates a simplified version of the organizational structure of Newco
and its principal subsidiaries immediately following completion of the Arrangement.
DESCRIPTION OF THE BUSINESS
As at November 1, 2010, Newco has not carried on any active business since its incorporation other than executing
the Arrangement Agreement. If approved, the Arrangement will result in the reorganization of the Fund’s income
trust structure into a corporation to be named “Cineplex Inc.”. Upon completion of the Arrangement, the former
Unitholders and holders of Exchangeable LP Units, other than members of the Fund Group, will be the sole
shareholders of Newco. Newco will indirectly, through Cineplex Entertainment LP and its subsidiaries, carry on the
business currently carried on by the Fund Group. For a detailed description of the historical development of the
business of the Fund, see “General Development of the Business” and “Business of the Fund” in the AIF.
The TSX has conditionally approved the substitutional listing of the Common Shares to be issued in connection with
the Arrangement and the continued listing of the Debentures as assumed by Newco and the Common Shares
issuable upon the conversion of the Debentures, subject to Newco fulfilling the requirements of the TSX as soon as
possible after the Effective Time.
G-1

Following completion of the Arrangement, it is anticipated that the board of directors of Newco will initially be
comprised of the current Trustees of the Fund: Robert Bruce, Joan Dea, Ian Greenberg, Ellis Jacob, Sarabjit
Marwah, Anthony Munk, Edward Sonshine, Robert Steacy and Phyllis Yaffe. The senior management of Newco
will be comprised of the current members of senior management of Cineplex Entertainment LP.
MANAGEMENT’S DISCUSSION AND ANALYSIS
As at November 1, 2010 hereof, Newco has not conducted any business or operations, other than to execute the
Arrangement Agreement. A balance sheet of Cineplex Inc. is included as Schedule “A” to this Appendix.
In the event the Arrangement is completed, the Fund will be dissolved (as a result of which the Fund will cease to
exist) and all of its assets and liabilities, including the Debentures, will be distributed to and assumed by Newco.
Following completion of the Arrangement, the business of the Fund will continue to be carried on through Cineplex
Entertainment LP and its subsidiaries, and Newco’s financial position, risks and outlook will be substantially the
same as those outlined in the Management’s Discussion and Analysis incorporated by reference in the Information
Circular. Since the Arrangement does not contemplate a change of control for accounting purposes, the financial
statements of Newco will be the continuation of the Fund’s financial statements. As a result of the Arrangement, the
consolidated pro forma financial statements of Newco will reflect the assets and liabilities of the Fund at the
respective carrying amounts except for future income taxes which will reflect the impact on the change in tax status.
Any change in future income tax balance will be charged to income tax expense on the Effective Date. Such changes
related to future income taxes may be material. See “Unaudited Pro Forma Consolidated Financial Statements of
Cineplex Inc.” attached as Appendix “H” to this Information Circular.
Newco has agreed to indemnify its directors and officers, to the extent permitted under corporate law, against costs
and damages incurred by the directors and officers as a result of lawsuits or any other judicial, administrative or
investigative proceeding in which the directors and officers are sued as a result of their services. Newco’s directors
and officers are covered by directors’ and officers’ liability insurance. No amount has been recorded with respect to
the indemnification agreements in the Unaudited Pro Forma Consolidated Financial Statements of Newco.
Readers are encouraged to review the Management’s Discussion and Analysis of the Fund which has been filed on
SEDAR at www.sedar.com and which is incorporated by reference in the Information Circular.
DESCRIPTION OF CAPITAL STRUCTURE
The authorized capital of Newco consists of an unlimited number of Common Shares and 10 million Preferred
Shares issuable in series. The following is a summary of the rights, privileges, restrictions and conditions attaching
to the securities of Newco which will, upon completion of the Arrangement, comprise the share capital of Newco.
COMMON SHARES
Holders of Common Shares will be entitled to one vote per share at meetings of shareholders of Newco, to receive
dividends if, as and when declared by the board of directors of Newco and to receive pro rata the remaining property
and assets of Newco upon its dissolution or winding-up, subject to the rights of shares having priority over the
Common Shares. Holders of the Common Shares may make use of the various shareholder remedies available
pursuant to the OBCA.
PREFERRED SHARES
Each series of Preferred Shares shall consist of such number of shares and having such rights, privileges, restrictions
and conditions as may be determined by the board of directors of Newco prior to the issuance thereof, provided that
the board of directors of Newco shall not be permitted to issue more than 10 million in aggregate Preferred Shares at
any time. Holders of Preferred Shares, except as required by law, will not be entitled to vote at meetings of
shareholders of Newco. With respect to the payment of dividends and distribution of assets in the event of
liquidation, dissolution or winding-up of Newco, whether voluntary or involuntary, the Preferred Shares are entitled
to preference over the Common Shares and any other shares ranking junior to the Preferred Shares from time to time
and may also be given such other preferences over the Common Shares and any other shares ranking junior to the
Preferred Shares as may be determined at the time of creation of such series. The Preferred Shares are not, and may
not be, created as an anti-takeover mechanism.
G-2

PRO FORMA FINANCIAL INFORMATION OF NEWCO
The unaudited pro forma consolidated financial statements of Newco which give effect to the Arrangement are
attached as Appendix “H” to this Information Circular. The unaudited pro forma adjustments are based upon the
assumptions described in the notes to the unaudited pro forma consolidated financial statements, including that the
Unitholders approve the Arrangement Resolution at the Meeting and that the Arrangement is completed.
The unaudited pro forma consolidated financial statements are presented for illustrative purposes only and are not
necessarily indicative of the operating or financial results that would have occurred at the time contemplated by the
notes to the unaudited pro forma consolidated financial statements.
PRO FORMA CONSOLIDATED CAPITALIZATION
The following table sets forth the unaudited pro forma consolidated capitalization of Newco as at June 30, 2010,
both before and after giving effect to the completion of the Arrangement.
Designation (Authorization)
As at June 30, 2010 before giving
effect to the Arrangement (1)
G-3
As at June 30, 2010 after giving
effect to the Arrangement (2)
(in thousands except share amounts)
Cash $10 $68,913
Bank Debt (3) Nil $233,756
Debentures (4) Nil $100,097
Share Capital $10 $723,337
Common Shares (Unlimited) 1 Common Share (5) 57,332,650 Common Shares (6)
Preferred Shares (10 million) Nil Nil
___________
Notes:
(1) Assumes that Newco was incorporated as of June 30, 2010.
(2) Assumes all Exchangeable LP Units are exchanged for Fund Units as at June 30, 2010 and does not reflect any Debentures converted into
Fund Units subsequent to June 30, 2010.
(3) Represents the amount of outstanding debt ($235,000) net of deferred financing fees ($1,244).
(4) Represents the amount of outstanding Debentures which was classified as debt on issuance (principal amount of $103,545) less balance of
accretion of the liability to face value not yet recognized as at June 30, 2010.
(5) The one Common Share held by the Fund will be purchased for cancellation by Newco under the Arrangement.
(6) Following the purchase for cancellation by Newco of the one Common Share held by the Fund.
See the “Unaudited Pro Forma Consolidated Financial Statements” of Newco attached as Appendix “H”.
DIVIDEND RECORD AND POLICY
The board of directors of Newco is expected to adopt a monthly dividend policy upon completion of the Conversion.
While the Board of Trustees currently anticipates a monthly dividend of $0.105 per Common Share commencing on
February 28, 2011 to shareholders of record on January 31, 2011, the board of directors of Newco will assess the
final dividend payout level in light of Newco’s financial performance and its current and anticipated business needs
at that time.
Newco’s dividend policy will be subject to the discretion of the board of directors of Newco and may vary
depending on, among other things, Newco’s earnings, financial requirements, the satisfaction of solvency tests
imposed by the OBCA for the declaration of dividends and other relevant factors.
INCENTIVE PLANS
Certain amendments to the Option Plan will be considered by Unitholders for approval at the Meeting. Subject to the
Arrangement becoming effective and the adoption of the Option Plan by Newco, Newco will be authorized to issue
options to executive officers and key employees as determined by the Board.
Each of the Option Plan, LTIP and DEU Plan will be adopted by Newco and any Units to which a participant may
be entitled or to which reference may be made under such plan will be replaced by an entitlement or reference to

Common Shares. One further grant will be made under the LTIP in early 2011. The LTIP and DEU Plan are cash
only plans and grants made under these plans will not result in the issuance of Common Shares.
Additionally, the board of trustees of the Fund has approved the post-Conversion implementation of: (i) the PSU
Plan (for directors of Newco); and (ii) deferred share unit plans (the “DSU Plans”) for the Newco directors and for
certain Newco employees, which settle upon the termination of a participating director/employee. It is believed that
the board of directors of Newco will confirm, ratify and approve such plans upon the implementation of the
Arrangement. The PSU plan and the DSU Plans are cash only plans and grants made under these plans will not
result in the issuance of Common Shares.
PRIOR SALES
Common Shares will be issued to the holders of Exchangeable LP Units, other than members of the Fund Group,
prior to the Effective Date in consideration for the transfer of their Exchangeable LP Units to Newco on the basis of
one Common Share for each Exchangeable LP Unit so transferred. As of the date hereof, there are 171,835 such
Exchangeable LP Units issued and outstanding (other than Exchangeable LP Units held by members of the Fund
Group). Common Shares will be issued to the Unitholders on the Effective Date in consideration for the transfer of
their Units to Newco as part of the Arrangement on the basis of one Common Share for each Unit so transferred. As
of the date hereof, there are 57,160,815 Units issued and outstanding. The initial Common Share issued to the Fund
on incorporation will be cancelled on completion of the Arrangement.
PRINCIPAL SHAREHOLDERS
Immediately following completion of the Arrangement, to knowledge of the Trustees, no person beneficially owns
or exercises control or direction over securities carrying more than 10% of the votes attached to the issued and
outstanding Common Shares except as set forth below.
Name
Number of Common Shares
Beneficially Owned or Controlled
or Directed
G-4
Percentage of Common Shares
Beneficially Owned or Controlled
or Directed
CIBC Global Asset Management (1) 6,959,977 12.1% (2)
___________
Notes:
(1) Based on a insider report of CIBC Global Asset Management March 31, 2010.
(2) Percentage ownership on a fully-diluted basis as at November 1, 2010.
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS, OFFICERS AND GOVERNANCE STRUCTURE OF NEWCO
The board of directors of Newco will initially be comprised of the current Trustees of the Fund: Robert Bruce, Joan
Dea, Ian Greenberg, Ellis Jacob, Sarabjit Marwah, Anthony Munk, Edward Sonshine, Robert Steacy and Phyllis
Yaffe. The directors of Newco shall hold office until the first annual meeting of shareholders of Newco or until their
respective successors have been duly elected or appointed.
For detailed information on the directors of Newco, see “Election of Trustees - Trustees of the Fund” in the Fund’s
management information circular dated April 10, 2010.
Following completion of the Arrangement, the board of directors of Newco will have two committees: (i) an audit
committee; and (ii) a compensation, nominating and corporate governance committee. Each of such committee will
be composed of the same individuals serving as members of the Audit Committee and the CNCG Committee of
Cineplex Entertainment GP.
Upon completion of the Arrangement, the current Management of Cineplex Entertainment GP will become the
officers of Newco.

The following table sets out, for each of the directors and executive officers of Newco upon completion of the
Arrangement, the person’s name, province of residence, positions with Newco and principal occupation.
Name and Residence Position Principal Occupation
Phyllis Yaffe
Ontario Canada (4)
Chair of Newco
Corporate Director
Director
Joan Dea
California, USA (4)
Director Corporate Director
Sarabjit Marwah
Ontario, Canada (2)
Director Vice Chairman and Chief Operating Officer, Bank of
Nova Scotia
Robert Steacy
Ontario, Canada (1)(2)(5)
Director Corporate Director
Robert Bruce
Ontario, Canada (2)
Director President, Communications, Rogers Communications
Inc.
Ian Greenberg
Quebec, Canada (4)
Director President and Chief Executive Officer, Astral Media
Inc.
Anthony Munk
Ontario, Canada (2)
Director Managing Director, Onex Investment Corp.
Edward Sonshine
Ontario, Canada (3)(4)
Director President and Chief Executive officer of RioCan Real
Estate Investment Trust
Ellis Jacob
Director/Officer President and Chief Executive Officer, Cineplex
Ontario, Canada
Entertainment LP
Heather Briant
Officer Senior Vice President Human Resources, Cineplex
Ontario, Canada
Entertainment LP
Anne Fitzgerald Officer Senior Vice President, General Counsel and Corporate
Ontario, Canada
Secretary, Cineplex Entertainment LP
Michael Kennedy Officer Executive Vice President, Filmed Entertainment,
Ontario, Canada
Cineplex Entertainment LP
Jeff Kent
Ontario, Canada
Officer Chief Technology Officer, Cineplex Entertainment LP
Dan McGrath
Ontario, Canada
Officer Executive Vice President, Cineplex Entertainment LP
Gord Nelson (6)
Ontario, Canada
Officer Chief Financial Officer, Cineplex Entertainment LP
_________________
Notes:
(1) Chair of the Audit Committee of Newco.
(2) Member of the Audit Committee of Newco.
(3) Chair of the Compensation, Nominating and Corporate Governance Committee.
(4) Member of the Compensation, Nominating and Corporate Governance Committee.
(5) Mr. Steacy was a director of ITI Education Corporation (“ITI”), which voluntarily agreed to the appointment of a receiver in August 2001.
Mr. Steacy resigned as a director of ITI on August 16, 2001. In October 2001, a cease trading order was issued against ITI by the Ontario
Securities Commission as a result of failure of ITI to file interim financial statements.
(6) Mr. Nelson was an officer of Cineplex Odeon Corporation when it instituted proceedings under the Companies’ Creditors Arrangement Act
in February, 2001. Mr. Nelson remained as an officer through the restructuring of Cineplex Odeon Corporation, which emerged from
creditor protection on March 21, 2002.
Immediately after giving effect to the Arrangement, it is anticipated that the directors and officers of Newco and
their associates, as a group, will beneficially own, directly or indirectly, or exercise control or direction over, an
aggregate of 547,957 Common Shares representing approximately 0.96% of the outstanding Common Shares.
CONFLICTS OF INTEREST
Except as disclosed in the Information Circular or in this Appendix, as at November 1, 2010, no director or proposed
executive officer of Newco or other insider of Newco, nor any associate or affiliate of the foregoing persons, has any
existing or potential material conflict of interest with Newco or any of its Subsidiaries.
G-5

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
None of the directors or executive officers of Newco, nor any associate of such directors or executive officers are, as
at November 1, 2010, indebted to Newco or any of its Subsidiaries. Additionally, Newco has not provided any
guarantee, support agreement, letter of credit or similar arrangement or undertaking in respect of any indebtedness
of any such person to any other person or entity.
RISK FACTORS
Risk factors related to the Fund and the industry in which it operates will continue to apply to Newco after the
Effective Date and will not be affected by the Arrangement. In the event the Arrangement is completed, the business
and operations of, and an investment in, Newco will be subject to various risks as set forth under the heading
entitled “Risk Factors” in this Information Circular, in the AIF and the Management’s Discussion and Analysis,
each of which is incorporated by reference in this Information Circular.
LEGAL PROCEEDINGS
Other than the Arrangement, there are no outstanding legal proceedings material to Newco to which Newco or its
Subsidiaries are a party or in respect of which any of their respective properties are subject, nor are there any such
proceedings known to be contemplated.
AUDITORS, TRANSFER AGENT AND REGISTRAR
The auditors of Newco will be PricewaterhouseCoopers LLP, Chartered Accountants, Toronto, Ontario.
The transfer agent and registrar for the Common Shares and the Debentures will be CIBC Mellon Trust Company of
Canada at its principal office in Toronto, Ontario.
MATERIAL CONTRACTS
The only contracts entered into by Newco that materially affect Newco or to which Newco will become a party on
or prior to the Effective Date, that can reasonably be regarded as material to a proposed investor in the Common
Shares, other than contracts entered into in the ordinary course of business, are the Arrangement Agreement, the
Credit Agreement, the Debenture Indenture and the Supplemental Indenture. A copy of the Arrangement Agreement
is attached as Appendix “E” to the Information Circular and copy of the Credit Agreement is filed under the Fund’s
profile on SEDAR and may also be inspected at the principal business office of Newco located at 1303 Yonge
Street, Toronto, Ontario M4T 2Y9, during normal business hours from the date of the Information Circular until the
completion of the Arrangement. For a description of material contracts of the Fund, see the “Material Contracts”
section in the AIF.
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
Except as disclosed elsewhere herein, as at November 1, 2010, no director, executive officer or other insider, as
applicable, of Newco, nor any associate or affiliate of the foregoing persons has any substantial interest, direct or
indirect, in any material transaction.
G-6

November 1, 2010
Auditors’ Report
To the Shareholder of Cineplex Inc.
We have audited the balance sheet of Cineplex Inc. (the Corporation) as at October 15, 2010.
This balance sheet is the responsibility of the Corporation’s management. Our responsibility is to
express an opinion on this balance sheet based on our audit.
We conducted our audit in accordance with Canadian generally accepted auditing standards.
Those standards require that we plan and perform an audit to obtain reasonable assurance
whether the financial statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
In our opinion, this balance sheet presents fairly, in all material respects, the financial position of
the Corporation as at October 15, 2010 in accordance with Canadian generally accepted
accounting principles.
(signed) “PricewaterhouseCoopers LLP”
Chartered Accountants, Licensed Public Accountants
G-7

Cineplex Inc.
Balance Sheet
(in whole Canadian dollars)
As at October 15, 2010
Asset
Cash $ 10
Shareholder’s Equity
Share capital (Note 3) $ 10
Signed on behalf of the sole Director:
(Signed) Ellis Jacob
Ellis Jacob
Director
The accompanying notes are an integral part of this financial statement.
G-8

Cineplex Inc.
Notes to the Balance Sheet
(whole Canadian dollars)
Note 1. Organization and Basis of Presentation
Cineplex Inc. (the “Company”) was incorporated pursuant to the laws of the Province of Ontario on October 15,
2010, for the purposes of participating in the proposed Arrangement described in Note 4. This balance sheet has
been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”). The Company has
not commenced operations at the balance sheet date. Accordingly, statements of earnings, comprehensive income,
changes in shareholder’s equity and cash flows have not been prepared.
The Company is authorized to issue an unlimited number of common shares and 10 million preferred shares issuable
in series. The Company issued one common share on October 15, 2010 to Cineplex Galaxy Income Fund (the
“Fund”) for cash proceeds of $10.
Note 2. Summary of Significant Accounting Policies
Use of estimates
The preparation of this financial statement in conformity with Canadian GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of this balance sheet. Actual results could differ from those estimates.
Cash
Cash consists of cash held in petty cash as of the balance sheet date.
Note 3. Share Capital
As at October 15, 2010
Authorized
Unlimited number of voting common shares
10 million preferred shares issuable in series
Issued
1 Common share $ 10
Note 4. Proposed Plan of Arrangement (“Arrangement”)
On October 22, 2010, the Board of Trustees of the Fund approved a proposed transaction providing for the
reorganization of its income fund structure into a corporate structure. The conversion will be completed by way of a
plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”). Pursuant to the
Arrangement holders of Fund units will receive common shares of the Company on a one-for-one basis (the
“Exchange Ratio”). Also in the Arrangement, holders of exchangeable limited partnership units of Cineplex
Entertainment Limited Partnership will exchange their exchangeable partnership units and indirectly receive
common shares based on the Exchange Ratio. Upon completion of the Arrangement, the Company will hold all the
assets previously held, directly and indirectly, by the Fund.
Note 5. Subsequent Event
A notice of a special meeting and management information circular, containing the plan of Arrangement, dated
November 1, 2010 was filed by the Fund. Completion of the conversion, as contemplated by the Arrangement, is
subject to certain conditions, including regulatory and approval by the Fund’s unitholders, but is anticipated to be
effective on or about January 1, 2011.
G-9

Cineplex Inc.
Pro Forma Consolidated Balance Sheet
(expressed in thousands of Canadian dollars)
As at June 30, 2010
APPENDIX “H”
UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF CINEPLEX INC.
H-1
The Fund
Pro forma
adjustments Notes
Pro forma
consolidated
Current assets
Cash and cash equivalents $68,913 $68,913
Accounts receivable 33,454 33,454
Inventories 3,790 3,790
Prepaid expenses and other current assets 13,646 13,646
119,803 119,803
Property, equipment and leaseholds 419,138 419,138
Future income taxes 21,387 1,486 2(d) 22,873
Deferred charges 754 754
Intangible assets 97,477 97,477
Goodwill 601,040 601,040
$1,259,599 1,486 $1,261,085
Liabilities
Current liabilities
Accounts payable and accrued expenses $86,175 600 2(c) $86,775
Distributions payable 6,009 6,009
Income taxes payable 33 6,021 2(d) 6,054
Deferred revenue 67,345 67,345
Capital lease obligations - current portion 2,125 2,125
Fair value of interest rate swap agreements 6,163 6,163
167,850 6,621 174,471
Long-term debt 233,756 233,756
Fair value of interest rate swap agreements 5,224 5,224
Capital lease obligations - long-term portion 30,026 30,026
Accrued pension benefit liability 2,226 2,226
Other liabilities 114,062 114,062
Convertible debentures – liability component 100,097 100,097
653,241 6,621 659,862
Non-controlling interests 1,793 (1,793) 2(b) -
Shareholders’ equity
Unitholders’ capital 723,337 (723,337) -
Shareholders’ capital - 723,337 723,337
Accumulated other comprehensive loss (3,723) 934 2(d) (2,789)
Accumulated income 182,925 (182,925) 2(a) -
Accumulated distributions (297,974) 297,974 2(a) -
Retained earnings - (119,325) 2(a,b,c,d) (119,325)
$1,259,599 1,486 $1,261,085

Cineplex Inc.
Pro Forma Consolidated Statement of Operations
(expressed in thousands of Canadian dollars)
For the six months ended June 30, 2010
H-2
The Fund
Pro forma
adjustments Notes
Pro forma
consolidated
Revenue
Box office $304,869 $304,869
Concessions 147,511 147,511
Other 48,588 48,588
Expenses
500,968 500,968
Film cost 165,784 165,784
Cost of concessions 31,984 31,984
Occupancy 81,431 81,431
Other operating expenses 116,028 116,028
General and administrative 28,789 600 2(c) 29,389
424,016 600 424,616
Income before undernoted 76,952 (600) 76,352
Amortization 38,801 38,801
Loss on disposal of assets 451 451
Interest and accretion expense on convertible
3,700 3,700
debentures
Interest on long-term debt 7,533 7,533
Interest income (174) (174)
Income before income taxes and non-controlling
interests
Provision for (recovery of) income taxes
26,641 (600) 26,041
Current 12 6,021 2(d) 6,033
Future (394) (552) 2(d) 946
(382) 5,469 5,087
Income before non-controlling interests 27,023 (6,069) 20,954
Non controlling interest 79 (79) 2(b) -
Net income $26,944 (5,990) $20,954
Basic income per common share
Weighted average number of common shares outstanding
used in computing basic net income per common share
Diluted income per common share
Weighted average number of common shares outstanding
used in computing diluted net income per common share
$0.37
56,613,980
$0.34
56,613,980

Cineplex Inc.
Pro Forma Consolidated Statement of Operations
(expressed in thousands of Canadian dollars)
For the year ended December 31, 2009
H-3
The Fund
Pro forma
adjustments Notes
Pro forma
consolidated
Revenue
Box office $581,114 $581,114
Concessions 288,255 288,255
Other 94,979 94,979
Expenses
964,348 964,348
Film cost 305,095 305,095
Cost of concessions 59,267 59,267
Occupancy 158,927 158,927
Other operating expenses 228,129 228,129
General and administrative 53,003 53,003
804,421 804,421
Income before undernoted 159,927 159,927
Amortization 80,403 80,403
Loss on disposal of assets 2,566 2,566
Interest and accretion expense on convertible
7,447 7,447
debentures
Interest on long-term debt 15,929 15,929
Interest income (330) (330)
Income before income taxes, extraordinary gain and
non-controlling interests
Provision for (recovery of) income taxes
53,912 53,912
Current 7 21,937 2(d) 21,944
Future 1,098 (2,766) 2(d) (1,668)
1,105 19,171 20,276
Income before extraordinary gain and non-controlling
interests
52,807 (19,171) 33,636
Extraordinary gain 1,059 - 1,059
Income before non-controlling interests 53,866 (19,171) 34,695
Non controlling interest 420 (420) 2(b) -
Net income $53,446 (18,751) $34,695
Basic income per common share before extraordinary gain $0.59
Basic income per common share
Weighted average number of common shares outstanding
$0.61
used in computing basic net income per common share
Diluted income per common share before extraordinary
56,624,235
gain
$0.59
Diluted income per common share
Weighted average number of common shares outstanding
$0.61
used in computing diluted net income per common share
56,624,235

Cineplex Inc.
Notes to Pro Forma Combined Financial Statements
(Unaudited)
(in thousands of Canadian dollars)
1 Organization and nature of operations
Cineplex Inc. (“Newco”) was incorporated pursuant to the laws of the Province of Ontario on October 15,
2010. Cineplex Galaxy Income Fund (the “Fund”) is an unincorporated, open-ended, limited purpose trust
established under the laws of the Province of Ontario on October 2, 2003 pursuant to a declaration of trust.
On October 22, 2010, the Board of Trustees of the Fund approved a proposed transaction providing for the
reorganization of its income fund structure into a corporate structure. The conversion will be completed by
way of a plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”).
Pursuant to the Arrangement, holders of the Fund units will receive common shares of Newco on a one-forone
basis (the “Exchange Ratio”). Upon completion of the Arrangement, Newco will hold all the assets
previously held, directly and indirectly, by the Fund.
These unaudited pro forma combined financial statements have been prepared by the Fund’s management
for inclusion in the Information Circular prepared in connection with the Arrangement and should be read
in conjunction with the Information Circular and with the consolidated financial statements of the Fund,
which are incorporated by reference in the Information Circular. The unaudited pro forma combined
statements of earnings have been prepared for the six-month period ended June 30, 2010 and for the year
ended December 31, 2009, giving effect to the Arrangement, and the assumptions and adjustments
described in note 2, as if the Arrangement had occurred on January 1, 2009.
a) The unaudited pro forma combined balance sheet as at June 30, 2010 has been prepared using, and
should be read in conjunction with, the following:
i) the unaudited consolidated balance sheet of the Fund as at June 30, 2010; and
ii) the audited balance sheet of the Fund as at December 31, 2009.
b) The unaudited pro forma combined statement of earnings for the six-month period ended June 30,
2010 has been prepared using, and should be read in conjunction with, the unaudited consolidated
statement of earnings of the Fund for the six-month period ended June 30, 2010.
c) The unaudited pro forma combined statement of earnings for the year ended December 31, 2009
has been prepared using, and should be read in conjunction with, the consolidated statement of
earnings of the Fund for the year ended December 31, 2009.
The unaudited pro forma combined financial information is not intended to reflect the results of operations
or the financial position of Newco which would have resulted had the proposed transaction been effected
for the periods indicated. In addition, the unaudited pro forma financial information reflects the position
taken by the Fund in the 2009 tax filings. Had the Fund been filing corporate tax returns, additional
discretionary deductions would have been claimed. Further, the unaudited pro forma financial information
is not necessarily indicative of the results of operations that may be obtained in the future. In addition, no
adjustments have been made to reflect general and administrative cost savings or increases, if any, expected
to result from the conversion and other changes in Newco’s net tangible and intangible assets prior to the
completion of the conversion. Actual future results may differ materially from those assumed or described
therein. Completion of the conversion, as contemplated by the Arrangement, is subject to certain
conditions, including regulatory and unitholder approval. As a result, there is no assurance that the
transaction described therein will be completed.
The transaction has been recorded based on the continuity of interests method as the Arrangement does not
result in a substantive change in the owners’ interest of the Fund in accordance with Canadian generally
accepted accounting principles. The accounting policies used in the preparation of these unaudited pro
H-4

Cineplex Inc.
Notes to Pro Forma Combined Financial Statements
(Unaudited)
(continued)
forma combined financial statements are consistent with those used in the unaudited consolidated financial
statements of the Fund as at June 30, 2010.
2 Assumptions to the unaudited pro forma combined balance sheet and statements of earnings
a) Completion of the reorganization whereby holders of the Fund units receive a corresponding
number of common shares of Newco based on the Exchange Ratio and to reduce the stated capital
by the amount of the deficit. The consolidated financial statements of Newco will be a
continuation of the Fund’s consolidated financial statements and will reflect the carrying value of
the Fund’s assets and liabilities.
b) Exchange of Exchangeable LP Units of Cineplex Entertainment Limited Partnership for common
shares of Newco will result in the elimination of the minority interest net income allocation of $79
for the six months ended June 30, 2010 and $420 for the year ended December 31, 2009 and
reallocation of the balance sheet amount of $1,793 as at June 30, 2010 to Shareholder’s equity.
For purposes of these pro forma consolidated financial statements, it is assumed that all LP
Exchangeable Units have been exchanged for Fund Units as at January 1, 2009.
c) Costs incurred in connection with the reorganization not reflected in the financial statements at
June 30, 2010, including legal, advisory fees and other costs of $600, are accrued in accounts
payable and accrued liabilities and reflected in the deficit.
d) Future income taxes have been adjusted by $(552) and $(2,766) for recognition of future tax
balances as at June 30, 2010 and December 31, 2009 respectively. Future income taxes and
accumulated other comprehensive loss have been adjusted by $1,486 and $(934) respectively as at
June 30, 2010. Additional current income tax expense of $6,021 and $21,937 has been recognized
for the six-month period ended June 30, 2010 and for the year ended December 31, 2009,
respectively.
H-5

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