##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 20-F







| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------

OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For fiscal year ended August 31, 2014

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
 to

OR



| ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------

Commission file number: 333-174780





POSTMEDIA
NETWORK CANADA CORP.

(Exact names of registrants as specified in their charters)





N/A

(Translation of
registrants name into English)

Postmedia Network Canada Corp.

Canada

(Jurisdiction of
incorporation or organization)

98-0667225

(I.R.S. Employer Identification No.)





365 Bloor
Street East, 12th Floor

Toronto, Ontario Canada M4W 3L4

(416) 383-2300

(Address, of each of the registrants principal executive offices)





Douglas Lamb, Executive Vice President and Chief Financial Officer

365 Bloor Street East, 12th Floor

Toronto, Ontario Canada M4W 3L4

Phone: (416) 383-2300 Fax: (416) 443-6046

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)





Securities registered or to be registered pursuant to Section 12(b) of the Act.

None

Securities for
which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)





Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of
the period covered by the annual report.

944,719 Class C voting shares and 39,264,900 Class NC variable voting shares outstanding as of
August 31, 2014

Indicate by check mark if the registration is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act     ̈  Yes    x  No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.    x  Yes     ̈  No

Note  Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.     ̈  Yes    x  No

Indicate by check mark whether the registrant is a large accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ̈                 Accelerated
filer   ̈                 Non-accelerated
filer  x

Indicate by check mark which basis of accounting the
registrant has used to prepare the financial statements included in this filing:



|             |  |                                                                                                          |  |         
|------------ |  | -------------------------------------------------------------------------------------------------------- |  | --------
| ̈  U.S. GAAP |  | x  International Financial Reporting Standards
as issued by the International Accounting Standards Board |  |  ̈  Other

If Other has been checked in response to the previous question, indicate by check
mark which financial statement item the registrant has elected to follow.    Item 17.   ̈    Item 18.   ̈

If this is an annual report, indicate by check mark whether the Company is a
shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ̈    No  x









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TABLE OF CONTENTS



|                                                                                      |  |  |    | 
|------------------------------------------------------------------------------------- |  |  | -- | 
|General Information                                                                   |  |  | 1  | 
|Notice Regarding Forward Looking Statements                                           |  |  | 5  | 
|Notice Regarding Presentation of Financial Information                                |  |  | 7  | 
|GAAP Financial Matters                                                                |  |  | 8  | 
|Part I                                                                                |  |  | 8  | 
|Item 1. Identity of Directors, Senior Management and Advisors                         |  |  | 8  | 
|Item 2. Offer Statistics and Expected Timetable                                       |  |  | 8  | 
|Item 3. Key Information                                                               |  |  | 8  | 
|Item 4. Information on the Company                                                    |  |  | 13 | 
|Item 4A. Unresolved Staff Comments                                                    |  |  | 26 | 
|Item 5. Operating and Financial Review and Prospects                                  |  |  | 26 | 
|Item 6. Directors, Senior Management and Employees                                    |  |  | 28 | 
|Item 7. Major Shareholders and Related Party Transactions                             |  |  | 63 | 
|Item 8. Financial Information                                                         |  |  | 64 | 
|Item 9. The Offer and Listing                                                         |  |  | 65 | 
|Item 10. Additional information                                                       |  |  | 66 | 
|Item 11. Quantitative and Qualitative Disclosures About Market Risk                   |  |  | 81 | 
|Item 12. Description of Securities Other than Equity Securities                       |  |  | 81 | 
|Part II                                                                               |  |  | 81 | 
|Item 13. Defaults, Dividend Arrearages and Delinquencies                              |  |  | 81 | 
|Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds |  |  | 81 | 
|Item 15. Controls and Procedures                                                      |  |  | 81 | 
|Item 15T. Controls and Procedures                                                     |  |  | 83 | 
|Item 16A. Audit Committee Financial Expert                                            |  |  | 83 | 
|Item 16B. Code of Ethics                                                              |  |  | 83 | 
|Item 16C. Principal Accountant Fees and Services                                      |  |  | 84 | 
|Item 16D. Exemptions From the Listing Standards for Audit Committees                  |  |  | 84 | 
|Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers      |  |  | 84 | 
|Item 16F. Change in Registrants Certifying Accountant                                 |  |  | 84 | 
|Item 16G. Corporate Governance                                                        |  |  | 84 | 
|Item 16H. Mine Safety Disclosure                                                      |  |  | 84 | 
|Part III                                                                              |  |  | 85 | 
|Item 17. Financial Statements                                                         |  |  | 85 | 
|Item 18. Financial Statements                                                         |  |  | 85 | 
|Item 19. Exhibits                                                                     |  |  | 85 | 



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GENERAL INFORMATION

Unless otherwise indicated, all references herein are to Canadian dollars.

Capitalized terms, except as otherwise defined herein, are defined in the section entitled Glossary of
Terms.

Except as otherwise indicated or the context otherwise requires in this annual report, for periods prior
to the Acquisition, references to the Corporation, the Company, we, us and our refer to Canwest LP and its consolidated subsidiaries; and for periods
following the Acquisition, those terms refer to Postmedia Network Canada Corp. and, if the context requires, Postmedia Network Inc.

The Corporation was incorporated under the Canada Business Corporations Act, which is referred to as the
CBCA. The Corporations principal executive offices are located at 365 Bloor Street East, 12th Floor, Toronto, Ontario, Canada, M4W 3L4 and its telephone number at that
address is (416) 383-2300. The Corporations website is located at http://www.postmedia.com. Information about the Corporation is included on its website. The Corporations website and the information contained on its website
are not part of this report.

Glossary of Terms

In this annual report, the following terms will have the meanings set forth below, unless otherwise indicated. Words importing
the singular include the plural and vice versa and words importing any gender include all genders.

ABL
Collateral means the accounts receivable, cash and cash equivalents, inventory and related assets of Postmedia Network Inc. and Postmedia Network Canada Corp., which constitute collateral for the New ABL Facility on a first-priority basis,
for the First-Lien Notes on a second-priority basis and for the Second-Lien Notes on a third-priority basis.

ABL
Facility has the meaning ascribed to such term in Item 10.C Material Contracts  ABL Facility.

Acquisition has the meaning ascribed to such term in Item 4.A History and Development of the
Company - Acquisition.

Acquisition Consideration has the meaning ascribed to such term in
Item 4.A History and Development of the Company - Acquisition.

annual report means
this annual report on Form 20-F.

Board or Board of Directors means the board of
directors of Postmedia Network Canada Corp.

Business Day means a day on which banks are open for
business in Toronto, but does not include a Saturday, Sunday or a holiday in the Province of Ontario.

Canso has the meaning ascribed to such term in Item 4.A History and Development of the Company
 Significant Post-Acquisition Events.

CBCA means the Canada Business Corporations
Act.

CCAA means the Companies Creditors Arrangement Act (Canada).

Canadian GAAP or CGAAP means generally accepted accounting principles in accordance with Part V
of the Handbook of the Canadian Institute of Chartered Accountants.



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Canwest Global means Canwest Global Communications Corp., a
corporation incorporated under the laws of Canada and the indirect parent company of Canwest LP.

Canwest
Group means Canwest Global and its subsidiaries, but specifically excluding the LP Entities.

Canwest
LP means the Canwest Limited Partnership/Canwest Societe en Commandite, a limited partnership formed under the laws of the province of Ontario whose general and limited partnership interests were owned by Canwest (Canada) Inc. and 4501071
Canada Inc., respectively, together with its subsidiaries.

Disposed Properties has the meaning
ascribed to such term in Item 4.A History and Development of the Company  Significant Post-Acquisition Events.

dollars or $ means Canadian dollars.

DSU means a right to receive, on a deferred basis, an amount of money subject to and in accordance with the
terms of the DSU Plan, credited to a Member (as such term is defined in the DSU Plan) and reflected as an entry in a Members DSU Account (as such term is defined in the DSU Plan) in accordance with the DSU Plan.

DSU Plan means the deferred share unit plan of the Corporation dated as of July 13, 2010, as amended
thereafter.

EDGAR means the Electronic Data-Gathering, Analysis and Retrieval system of the US
Securities and Exchange Commission.

First-Lien Notes means the 8.25% Senior Secured Notes due 2017
issued by Postmedia Network Inc. on August 16, 2012 pursuant to the terms and conditions of the First-Lien Notes indenture.

First-Lien Notes Collateral means substantially all the assets of Postmedia Network Inc. and Postmedia
Network Canada Corp. (other than ABL Collateral) and certain customary exclusions, which constitutes collateral for the First-Lien Notes on a first-priority basis, Second-Lien Notes on a second-priority basis and for the New ABL Facility on a
third-priority basis.

First Supplemental Indenture has the meaning ascribed to such term in
Item 4.A History and Development of the Company  Significant Post-Acquisition Events.

Fiscal means the twelve month period ending on August 31 of such year.

Glacier Transactionhas the meaning ascribed to such term in Item 4.A History and Development of
the Company  Significant Post-Acquisition Events.

GoldenTree means GoldenTree Asset
Management LP.

IFRS means generally accepted accounting principles in accordance with Part I of
the Handbook of the Canadian Institute of Chartered Accountants. IFRS as applied by the Corporation is in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

LP Entities means Canwest Publishing Inc./Publications Canwest Inc., Canwest Books Inc., Canwest (Canada)
Inc. and Canwest LP.

MD&A means Postmedia Network Canada Corps managements discussion
and analysis for the years ended August 31, 2014, 2013 and 2012, attached hereto as Exhibit 15.2.

National Post means the daily national newspaper published by the Corporation.



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New ABL Facility has the meaning ascribed to such term in
Item 10.C Material Contracts  ABL Facility.

Non-Canadian has the meaning
ascribed to such term in Item 10.B Memorandum and Articles of Association  Voting Shares.

Notes Subscription Receipts has the meaning ascribed to such term in Item 4.A History and
Development of the Company  Significant Post-Acquisition Events.

Option means the
right to purchase Voting Shares or Variable Voting Shares, as applicable, under the Option Plan.

Option
Plan means the stock option plan of the Corporation dated as of July 13, 2010.

PES has
the meaning ascribed to such term in Item 4.B Business Overview  General.

PIA
has the meaning ascribed to such term in in Item 4.B Business Overview  General.

Plan has the meaning ascribed to such term in Item 4.A History and Development of the Company -
Acquisition.

Postmedia or PNCCmeans Postmedia Network Canada Corp. and,
if the context requires, its subsidiary, Postmedia Network Inc.

Postmedia Rights Planmeans the
Shareholder rights plan agreement entered into between Postmedia and Computershare Investor Services Inc., as rights agent.

Prospectus means the Canadian non-offering prospectus filed by Postmedia on June 7, 2011.

Purchase Agreement has the meaning ascribed to such term in Item 4.A History and Development of
the Company  Significant Post-Acquisition Events.

QMI means Quebecor Media Inc. See
Item 4.A History and Development of the Company  Significant Post-Acquisition Events.

Qualifying Public Corporation has the meaning ascribed to such term in Item 4.B Business Overview
 Regulation.

Rights Offering has the meaning ascribed to such term in Item
4.A History and Development of the Company  Significant Post-Acquisition Events.

SEC
means the U.S. Securities and Exchange Commission.

Sarbanes-Oxley means the U.S. Sarbanes-Oxley Act
of 2002.

Second-Lien Notes means the 12.50% Senior Secured Notes due 2018 issued by Postmedia
Network Inc. on July 13, 2010 pursuant to the terms and conditions of the Second-Lien Notes indenture.

SEDAR means the System for Electronic Data Analysis and Retrieval operated by the Canadian Securities
Administrators.

Shareholder means both registered and non-registered owners of the Shares.

Shares means, collectively, the Voting Shares and the Variable Voting Shares.

Standby Purchase Agreement has the meaning ascribed to such term in Item 4.A History and
Development of the Company - Significant Post-Acquisition Events.



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Subscription Agreement has the meaning ascribed to such term
in Item 4.A History and Development of the Company - Significant Post-Acquisition Events.

Subscription Receipt Indenture has the meaning ascribed to such term in Item 4.A History and
Development of the Company - Significant Post-Acquisition Events.

Sun Acquisition has the
meaning ascribed to such term in Item 4.A History and Development of the Company - Significant Post-Acquisition Events.

Sun Media has the meaning ascribed to such term in Item 4.A History and Development of the Company
- Significant Post-Acquisition Events.

Tax Act means the Income Tax Act (Canada).

Term Loan Facility means the previous Senior Secured Term Loan Credit Facility of Postmedia Network
Inc. entered into on July 13, 2010.

Toronto Head Office has the meaning ascribed to such term in
Item 4.A History and Development of the Company - Incorporation.

TSX means the
Toronto Stock Exchange.

US$ and US dollars means United States dollars.

US GAAP means generally accepted accounting principles in the United States.

Variable Voting Shares means the Class NC variable voting shares in the capital of the Corporation which
trade on the TSX under the symbol PNC.B.

Voting Shares means the Class C voting shares in the capital
of the Corporation which trade on the TSX under the symbol PNC.A.



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NOTICE REGARDING FORWARD LOOKING STATEMENTS

This annual report includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or
projections regarding future events or future results, and therefore are, or may be deemed to be, forward-looking statements. These forward-looking statements can generally be identified by the use of forward-looking terminology,
including the terms believes, estimates, anticipates, expects, seeks, projects, intends, plans,
may, will, could or should or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this annual report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition,
liquidity, prospects, growth, strategies, expenditures, costs, the industry in which we operate and the Sun Acquisition and related financings. These statements reflect managements current beliefs with respect to future events and are based on
information currently available to management. Forward-looking statements involve significant known and unknown risks, uncertainties and assumptions. Many factors could cause the Corporations actual results, performance or achievements to be
materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, without limitation, those listed in the Risk Factors section of the
MD&A, attached hereto as Exhibit 15.2. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements could vary
materially from those expressed or implied by the forward-looking statements contained in this annual report. Such risks include, but are not limited to: competition from digital and other forms of media; the Corporations ability to compete
successfully in newspaper and online industries; the influence of prevailing economic conditions and the prospects of the Corporations advertising customers on advertising revenue; the failure to fulfill the Corporations strategy of
building its digital media and online businesses; failure to maintain print and online newspaper readership and circulation levels; the negative impact of decreases in advertising revenue on results of operations; financial difficulties of certain
contractors and vendors; competition with alternative emerging technologies; not being able to achieve a profitable balance between circulation levels and advertising revenues; not realizing anticipated cost savings from cost savings initiatives;
seasonal variations; intellectual property rights; damage to the Corporations reputation; variations in the cost and availability of newsprint; disruptions in information systems and technology and other manufacturing systems; labour
disruptions; equipment failure; environmental, health and safety laws and regulations; controversial editorial content; unresolved litigation matters; failure to comply with Canadian Newspaper status for purposes of the Tax Act;
the collectability of accounts receivable; goodwill and intangible asset impairment charges; disruptions in the credit markets; changes to insurance policies; under-funded registered pension plans; changes in pension fund investment performance;
foreign exchange fluctuations; increases in distribution costs due to increases in fuel prices; outsourcing certain aspects of the business to third-party vendors; retaining and attracting sufficient qualified personnel; increases in sales and other
taxes; the occurrence of natural or man-made disasters; failure to comply with the Sarbanes-Oxley Act; failure to maintain effective internal controls; change of laws; security breaches and other disruptions could compromise information and
expose the Corporation to liability; the substantial indebtedness of the Corporation and the possibility that it may be able to incur substantially more debt which could adversely affect its financial condition; the Corporation may not be able to
refinance its New ABL Facility on attractive terms or at all; the terms of the New ABL Facility, and the indentures that govern the First-Lien Notes and Second-Lien Notes, may restrict the Corporations current and future operations; interest
rate risks; the possibility that the Corporation will not be able to generate sufficient cash to service all of its indebtedness; the possibility that an active public market for the Shares will not develop; volatility of the market price for
Shares; dual class share structure; Postmedia Network Canada Corp. having a holding company structure; risks relating to the future sales of Shares by directors and officers and risks relating to dilution; completion of the Sun Acquisition is
subject to the satisfaction of various conditions and regulatory approvals; risks associated with the implementation of the Sun Acquisition; financing risks related to the Sun Acquisition; risks relating to the assets of Sun Media; integration of
the assets of Sun Media may not occur as planned. See the section entitled Risk Factors in the Corporations MD&A dated October 24, 2014, attached hereto as Exhibit 15.2 and which is available on SEDAR at
www.sedar.com and EDGAR for a complete description of risks relating to an investment in the Corporation. These risk factors are incorporated in this annual report by reference. By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These risk factors should not be construed as exhaustive and should be read with the other cautionary statements in this annual report
and with the risk factors described in the MD&A.



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These risk factors should be considered carefully and readers should not place
undue reliance on the forward-looking statements. Although the Corporation bases its forward-looking statements on assumptions that it believes were reasonable when made, which assumptions include, but are not limited to, the Corporations
future growth potential, results of operations, future prospects and opportunities, execution of the Corporations business strategy, a stable workforce, no material variations in the current tax and regulatory environments, future levels of
indebtedness and the ability to achieve future cost savings, the Corporation cautions the reader that forward-looking statements are not guarantees of future performance and that the Corporations actual results of operations, financial
condition and liquidity, and the development of the industry in which the Corporation operates, may differ materially from those made in or suggested by the forward-looking statements contained in this annual report. In addition, even if the
Corporations results of operations, financial condition and liquidity, and the development of the industry in which it operates are consistent with the forward-looking statements contained in this annual report, those results or developments
may not be indicative of results or developments in subsequent periods.

Any forward-looking statements which are made in
this annual report speak only as of the date of such statement, and the Corporation does not undertake, and specifically declines, except as required by applicable law, any obligation to update such statements or to publicly announce the results of
any revisions to any such statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and
should only be viewed as historical data. All of the forward-looking statements made in this annual report are qualified by these cautionary statements.

The Corporation owns or has rights to use the trademarks, service marks and trade names that it uses in connection with its
business, such as Postmedia Network, Infomart and National Post. Each trademark, service mark and trade name of any other company appearing in this annual report is to the Corporations knowledge, owned by such other company. Solely for
convenience, the trademarks, service marks and trade names referred to in this annual report are listed without the ® and  symbols, but such references are not intended to indicate in any way that the Corporation will not assert, to the
fullest extent under applicable law, its rights or the rights of the applicable licensors to these trademarks, service marks and trade names.

Industry Information

This annual report includes market share, ranking, industry data and forecasts that the Corporation obtained from industry
publications, surveys, public filings, documents and internal sources. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no
assurance as to the accuracy or completeness of included information. The Corporation has not independently verified any of the data from third-party sources nor has it ascertained the underlying economic assumptions relied upon therein.

Unless otherwise stated herein:



| |  |  | individual newspaper circulation figures were obtained from the Alliance for Audited Media (AAM), the Canadian Media Circulation
Audit (CMCA) and the Canadian Circulations Audit Board (CCAB), which are independent audit organizations that audit the circulation of print media entities, including newspapers;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | information regarding industry-wide newspaper circulation revenue and circulation were obtained from Newspapers Canada, a partnership between the
Canadian Newspaper Association and the Canadian Community Newspaper Association, which are not-for-profit industry associations representing publishers of Canadian daily newspapers and weekly newspapers, respectively. The Circulation Data Report,
prepared by Newspapers Canada, calculates paid circulation levels based on data provided by AAM, CMCA and CCAB reports. No single publication schedule applies across the Canadian newspaper industry. Therefore, in the Circulation Data Report,
Newspapers Canada makes further calculations based on AAM, CMCA and CCAB data to derive industry-wide figures;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | newspaper readership information was obtained from the Newspaper Association of America/Scarborough Research, and NADbank Inc.
(NADbank), a research organization that provides market information for its newspaper, advertising agency and advertiser members; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | internet audience measurement information was obtained from (a) comScore Media Metrix, the audience measurement division of comScore, Inc.
(comScore), which defines total unique visitors, a measure that the Corporation cites throughout this document, as the estimated number of different individuals (in thousands) that visited any content
of a website, a category, a channel, or an application during the reporting period; and (b) the SiteCatalyst application provided by Omniture, Inc. (Omniture Site Catalyst).
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Statements as to the Corporations market position and ranking are based in part on market data currently available to it
and managements estimates and assumptions that have been made regarding the size of its markets within its industry. The Corporation believes data regarding the size of the markets and market share are inherently imprecise, but generally
indicate size and position and market share within its markets. Although the Corporation is not aware of any misstatements regarding the industry data presented herein, the estimates involve risks and uncertainties and are subject to change based on
various factors, including those discussed under the section entitled Risk Factors in the Corporations MD&A dated October 24, 2014, attached hereto as Exhibit 15.2. The Corporation cannot guarantee the accuracy
or completeness of such information contained in this annual report.

NOTICE REGARDING PRESENTATION OF
FINANCIAL INFORMATION

The financial statements included in this annual report are presented in Canadian dollars. In
this annual report, references to $ and dollars are to Canadian dollars and references to US$ and US dollars are to United States dollars. See Item 3.A Selected
Financial Data  Currency and Exchange Rates.

The Corporation is a holding company that has a 100%
interest in its subsidiary Postmedia Network Inc. The Corporation was incorporated on April 26, 2010 to purchase indirectly, the assets and certain liabilities of Canwest Limited Partnership, or Canwest LP, on July 13,
2010, which we refer to as the Acquisition. Concurrent with such Acquisition, Postmedia Network Canada Corp. issued 27 million shares for gross proceeds of $250 million. Pursuant to the asset purchase agreement, which we will
refer to as the Asset Purchase Agreement, in connection with the implementation of the Plan under the Companies Creditors Arrangement Act (Canada), which we refer to as CCAA, relating to the LP
Entities and certain of their affiliates, Postmedia Network Inc. purchased substantially all of the assets, including all of the outstanding shares of National Post Inc., and assumed certain liabilities of Canwest LP for $927.8 million payable in
cash and the issuance of 13 million shares of the Corporation.



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Unless otherwise indicated, all financial statement data in this annual report in respect of
periods commencing on or after September 1, 2010 has been prepared in accordance with IFRS. For the periods prior to September 1, 2010, financial statement data has been prepared in accordance with Canadian GAAP and therefore
may not be comparable. In 2010, the Handbook of the Canadian Institute of Chartered Accountants was revised to incorporate IFRS, and require publicly accountable enterprises to apply such standards effective for fiscal years (and comparative prior
year periods) beginning on or after January 1, 2011, which for Postmedia Network Canada Corp. is Fiscal 2012, which began on September 1, 2011. In addition, as a result of the adoption of new and amended accounting standards in accordance
with their respective transition provisions effective September 1, 2013, the consolidated financial statements as at and for the years ended August 31, 2013 and 2012 have been revised to reflect the adoption of these new and amended
standards. Accordingly, Postmedia Network Canada Corp.s audited consolidated financial statements for the years ended August 31, 2014, 2013 and 2012 included in this annual report, attached hereto as Exhibit 15.1 and the selected
financial data included in this annual report for Postmedia Network Canada Corp. as at and for the years ended August 31, 2014, 2013 and 2012 are prepared in accordance with IFRS.

As a result of the Glacier Transaction which closed on November 30, 2011, the results of the Disposed Properties were
presented as discontinued operations and as such, the consolidated statement of operations and consolidated statement of comprehensive income for the year ended August 2011 were revised to reflect this change in presentation. The consolidated
statement of financial position as at August 31, 2011 and consolidated statement of cash flows for the year ended August 31, 2011, were not revised. In addition, industry data presented herein for the periods Fiscal 2008 through Fiscal
2011 includes the Disposed Properties. Industry data for Fiscal 2012 and subsequent fiscal years excludes the Disposed Properties.

GAAP FINANCIAL MATTERS

Canadian GAAP differs from U.S. GAAP in several respects. For a discussion of the
principal differences between Canadian GAAP and U.S. GAAP please see note 20 to our audited consolidated financial statements for the year ended August 31, 2011 filed previously with the SEC as Exhibit 15.1 to our annual report on Form
20-F for the year ended August 31, 2011.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not applicable

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable

ITEM 3. KEY INFORMATION



|A. | Selected Financial Data.
|-- | ------------------------

Set forth below is selected financial data of the Corporation and Canwest LP, at the dates and for the periods indicated.



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The selected financial data, presented in accordance with IFRS, as of and for the
years ended August 31, 2014, 2013 and 2012 have been derived from Postmedias audited consolidated financial statements for the years ended August 31, 2014, 2013 and 2012, attached hereto as Exhibit 15.1, which have been audited
by PricewaterhouseCoopers LLP, our independent auditors, and were prepared in accordance with IFRS. As a result of Postmedias adoption of new and amended accounting standards in accordance with their respective transition provisions effective
September 1, 2013, the selected financial data as of and for the years ended August 31, 2013 and 2012 has been adjusted to reflect the adoption of these new and amended standards. Furthermore, financial data pertaining to the year ended
August 31, 2011 prepared in accordance with IFRS is also disclosed and has been audited by PricewaterhouseCoopers LLP, our independent auditors.

The selected financial data, presented in accordance with Canadian GAAP, as of August 31, 2011 and August 31, 2010,
and for the year ended August 31, 2011 and the period from July 13, 2010 to August 31, 2010 have been derived from Postmedias audited consolidated financial statements for the year ended August 31, 2011 and the period ended
August 31, 2010, which have been audited by PricewaterhouseCoopers LLP, our independent auditors, and were prepared in accordance with Canadian GAAP.

The selected financial data, presented in accordance with Canadian GAAP, as of and for the nine months ended May 31, 2010
and the period from June 1, 2010 to July 12, 2010 have been derived from Canwest LPs audited financial statements for the periods ended May 31, 2010 and July 12, 2010. Canwest LPs financial data has been
reclassified where possible to be consistent with Postmedias revenue and expense presentation, excluding the presentation of the Disposed Properties as discontinued operations. Canwest LPs audited financial statements for the
periods ended May 31, 2010 and July 12, 2010 have been audited by PricewaterhouseCoopers LLP, its independent auditors, and were prepared in accordance with Canadian GAAP.

Canwest LP adopted the liquidation basis of accounting as of May 31, 2010 and as a result, did not present a statement of
earnings or statement of cash flows subsequent to May 31, 2010 or a balance sheet as at May 31, 2010 or subsequent thereto.

The selected financial data should be read in conjunction with, and are qualified by reference to, Items 4 and 5 of this
annual report on Form 20-F. The audited consolidated financial statements, attached hereto as Exhibit 15.1, and related notes of Postmedia for the years ended August 31, 2014, 2013 and 2012 and the historical financial statements of
Canwest LP are not comparable following the Acquisition due to the effect of the Plan and do not represent and are not purported to represent the results that would have been achieved had Postmedia owned the assets of Canwest LP and shares of
National Post Inc. at that time.

Financial information based on IFRS is not comparable to financial information prepared
in accordance with Canadian GAAP. In addition, Canadian GAAP differs from U.S. GAAP in several respects. For a discussion of the principal differences between Canadian GAAP and U.S. GAAP please see note 20 to our audited consolidated financial
statements for the year ended August 31, 2011, filed previously with the SEC as Exhibit 15.1 to our annual report on Form 20-F for the year ended August 31, 2011.



9



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IFRS DATA:



|                                                                                 |  |                        |         |   |             |   |         |         |  |   |        |   |  |   |        |  
|-------------------------------------------------------------------------------- |  | ---------------------- | ------- | - | ----------- | - | ------- | ------- |  | - | ------ | - |  | - | ------ | -
|                                                                                 |  | Postmedia(1)           |        
|                                                                                 |  | Years ended August 31, |        
|                                                                                 |  | 2011(15)               |         |   | 2012(2)(15) |   |         | 2013(2) |  |   | 2014   |  
|(basis of presentation)                                                          |  | IFRS                   |         |   | IFRS        |   |         | IFRS    |  |   | IFRS   |  
|(in millions of Canadian dollars)                                                |  |                        |         |   |             |   |         |         |  |   |        |  
|                                                                                 |  |                        |         |  
|Revenues                                                                         |  |                        | 898.9   |   |             |   | 831.9   |         |  |   | 751.6  |   |  |   | 674.3  |  
|Expenses                                                                         |  |                        | 709.7   |   |             |   | 688.0   |         |  |   | 621.7  |   |  |   | 564.8  |  
|                                                                                 |  |                        |         |   |             |   |         |         |  |   |        |   |  |   |        |  
|Operating income before depreciation, amortization, impairment and restructuring |  |                        | 189.2   |   |             |   | 143.9   |         |  |   | 129.9  |   |  |   | 109.5  |  
|Depreciation (3)                                                                 |  |                        | 27.0    |   |             |   | 26.2    |         |  |   | 29.9   |   |  |   | 66.6   |  
|Amortization (3)                                                                 |  |                        | 45.2    |   |             |   | 43.6    |         |  |   | 43.3   |   |  |   | 39.1   |  
|Impairments (4)                                                                  |  |                        |        |   |             |   |        |         |  |   | 100.0  |   |  |   |       |  
|Restructuring and other items (5)                                                |  |                        | 38.0    |   |             |   | 35.3    |         |  |   | 34.2   |   |  |   | 39.3   |  
|                                                                                 |  |                        |         |   |             |   |         |         |  |   |        |   |  |   |        |  
|Operating income (loss)                                                          |  |                        | 79.0    |   |             |   | 38.8    |         |  |   | (77.5  | ) |  |   | (35.5  | )
|Interest expense                                                                 |  |                        | 72.3    |   |             |   | 65.4    |         |  |   | 61.9   |   |  |   | 61.9   |  
|Loss on debt repayment (6)                                                       |  |                        | 11.0    |   |             |   | 9.2     |         |  |   |       |   |  |   |       |  
|Net financing expense relating to employee benefit plans(7)                      |  |                        | 3.0     |   |             |   | 5.7     |         |  |   | 7.5    |   |  |   | 5.6    |  
|(Gain) loss on derivative financial instruments(9)                               |  |                        | 21.4    |   |             |   | (8.6    | )       |  |   | 7.3    |   |  |   | (1.6   | )
|Foreign currency exchange (gains) losses(10)                                     |  |                        | (17.9   | ) |             |   | 6.4     |         |  |   | 7.1    |   |  |   | 6.3    |  
|(Gain) loss on disposal of property and equipment and intangible assets          |  |                        | 0.2     |   |             |   | 0.3     |         |  |   | (1.0   | ) |  |   | (0.3   | )
|Acquisition costs (11)                                                           |  |                        | 1.2     |   |             |   |        |         |  |   |       |   |  |   |       |  
|                                                                                 |  |                        |         |   |             |   |         |         |  |   |        |   |  |   |        |  
|Net loss before income taxes                                                     |  |                        | (12.2   | ) |             |   | (39.6   | )       |  |   | (160.3 | ) |  |   | (107.4 | )
|Provision for income taxes(13)                                                   |  |                        |        |   |             |   |        |         |  |   |       |   |  |   |       |  
|                                                                                 |  |                        |         |   |             |   |         |         |  |   |        |   |  |   |        |  
|Net loss from continuing operations                                              |  |                        | (12.2   | ) |             |   | (39.6   | )       |  |   | (160.3 | ) |  |   | (107.4 | )
|Net earnings from discontinued operations(15)                                    |  |                        | 2.6     |   |             |   | 13.5    |         |  |   |       |   |  |   |       |  
|                                                                                 |  |                        |         |   |             |   |         |         |  |   |        |   |  |   |        |  
|Net loss                                                                         |  |                        | (9.6    | ) |             |   | (26.1   | )       |  |   | (160.3 | ) |  |   | (107.4 | )
|                                                                                 |  |                        |         |   |             |   |         |         |  |   |        |   |  |   |        |  
|                                                                                 |  |                        |         |  
|Net loss per share from continuing operations:                                   |  |                        |         |   |             |   |         |         |  |   |        |   |  |   |        |  
|Basic                                                                            |  | $                      | (0.30   | ) |             | $ | (0.98   | )       |  | $ | (3.98  | ) |  | $ | (2.67  | )
|Diluted                                                                          |  | $                      | (0.30   | ) |             | $ | (0.98   | )       |  | $ | (3.98  | ) |  | $ | (2.67  | )
|Net loss per share:                                                              |  |                        |         |   |             |   |         |         |  |   |        |   |  |   |        |  
|Basic                                                                            |  | $                      | (0.24   | ) |             | $ | (0.65   | )       |  | $ | (3.98  | ) |  | $ | (2.67  | )
|Diluted                                                                          |  | $                      | (0.24   | ) |             | $ | (0.65   | )       |  | $ | (3.98  | ) |  | $ | (2.67  | )
|                                                                                 |  |                        |         |  
|Balance sheet data:                                                              |  |                        |         |   |             |   |         |         |  |   |        |   |  |   |        |  
|Long-term debt (including current portion)                                       |  |                        | 572.3   |   |             |   | 499.9   |         |  |   | 486.9  |   |  |   | 486.3  |  
|Total assets                                                                     |  |                        | 1,180.2 |   |             |   | 1,044.8 |         |  |   | 862.8  |   |  |   | 740.6  |  
|Net assets                                                                       |  |                        | 315.3   |   |             |   | 231.8   |         |  |   | 134.2  |   |  |   | 10.9   |  
|Capital stock                                                                    |  |                        | 371.1   |   |             |   | 371.1   |         |  |   | 371.1  |   |  |   | 371.1  |  
|                                                                                 |  |                        |         |  
|Other:                                                                           |  |                        |         |   |             |   |         |         |  |   |        |   |  |   |        |  
|Number of shares outstanding                                                     |  |                        | 40.3    |   |             |   | 40.3    |         |  |   | 40.2   |   |  |   | 40.2   |  
|Dividends declared per share                                                     |  |                        |        |   |             |   |        |         |  |   |       |   |  |   |       |  



10



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##### Table of Contents

CANADIAN GAAP DATA:



|                                                                 |  |                         |       |      |                                    |  |       |                                       |  |   |                      |   |  |   |         |  
|---------------------------------------------------------------- |  | ----------------------- | ----- | ---- | ---------------------------------- |  | ----- | ------------------------------------- |  | - | -------------------- | - |  | - | ------- | -
|                                                                 |  | Canwest LP(1)           |       |      | Postmedia(1)                       | 
|                                                                 |  | Nine monthsendedMay 31, |       |      | Period fromJune 1,2010 to July 12, |  |       | Period fromJuly 13,2010 to August 31, |  |   | Year endedAugust 31, |  
|                                                                 |  | 2010(15)                |       |      | 2010(15)                           |  |       | 2010(15)                              |  |   | 2011(15)             |  
|(basis of presentation)                                          |  | CGAAP                   |       |      | CGAAPLiquidation                   |  |       | CGAAP                                 |  |   | CGAAP                |  
|(in millions of Canadian dollars)                                |  |                         |       |      |                                    |  |       |                                       |  |   |                      |  
|                                                                 |  |                         |       |     
|Revenues                                                         |  |                         | 811.2 |      |                                    |  | 119.2 |                                       |  |   | 122.1                |   |  |   | 1,019.1 |  
|Expenses                                                         |  |                         | 650.3 |      |                                    |  | 99.7  |                                       |  |   | 111.4                |   |  |   | 818.0   |  
|Depreciation (3)                                                 |  |                         | 30.6  |      |                                    |  | 7.1   |                                       |  |   | 4.6                  |   |  |   | 29.2    |  
|Amortization (3)                                                 |  |                         | 0.1   |      |                                    |  |      |                                       |  |   | 6.5                  |   |  |   | 45.9    |  
|Restructuring and other items (5)                                |  |                         | 2.7   |      |                                    |  | (0.5  | )                                     |  |   | 11.2                 |   |  |   | 42.8    |  
|                                                                 |  |                         |       |      |                                    |  |       |                                       |  |   |                      |   |  |   |         |  
|Operating income (loss)                                          |  |                         | 127.5 |      |                                    |  | 12.9  |                                       |  |   | (11.6                | ) |  |   | 83.2    |  
|Interest expense                                                 |  |                         | 60.6  |      |                                    |  | 4.5   |                                       |  |   | 12.7                 |   |  |   | 80.3    |  
|Loss on debt repayment (6)                                       |  |                         |      |      |                                    |  |      |                                       |  |   |                     |   |  |   | 11.0    |  
|Other income(8)                                                  |  |                         | (1.5  | )    |                                    |  | (0.3  | )                                     |  |   |                     |   |  |   |        |  
|(Gain) loss on derivative financial instruments(9)               |  |                         |      |      |                                    |  |      |                                       |  |   | (7.6                 | ) |  |   | 21.4    |  
|Foreign currency exchange (gains) losses(10)                     |  |                         | (49.6 | )    |                                    |  | (4.5  | )                                     |  |   | 9.6                  |   |  |   | (18.0   | )
|Gain on disposal of property and equipment                       |  |                         |      |      |                                    |  |      |                                       |  |   |                     |   |  |   | 0.2     |  
|Acquisition costs (11)                                           |  |                         |      |      |                                    |  |      |                                       |  |   | 18.3                 |   |  |   | 1.2     |  
|                                                                 |  |                         |       |      |                                    |  |       |                                       |  |   |                      |   |  |   |         |  
|Net earnings (loss) before reorganization costs and income taxes |  |                         | 118.0 |      |                                    |  | 13.2  |                                       |  |   | (44.6                | ) |  |   | (12.9   | )
|Reorganization costs(12)                                         |  |                         | 41.2  |      |                                    |  | 16.5  |                                       |  |   |                     |   |  |   |        |  
|                                                                 |  |                         |       |      |                                    |  |       |                                       |  |   |                      |   |  |   |         |  
|Net earnings (loss) before income taxes                          |  |                         | 76.8  |      |                                    |  | (3.3  | )                                     |  |   | (44.6                | ) |  |   | (12.9   | )
|Recovery of income taxes(13)(14)                                 |  |                         | (18.1 | )    |                                    |  | n/a   |                                       |  |   |                     |   |  |   |        |  
|                                                                 |  |                         |       |      |                                    |  |       |                                       |  |   |                      |   |  |   |         |  
|Net earnings (loss)                                              |  |                         | 94.9  |      |                                    |  | n/a   |                                       |  |   | (44.6                | ) |  |   | (12.9   | )
|                                                                 |  |                         |       |      |                                    |  |       |                                       |  |   |                      |   |  |   |         |  
|                                                                 |  |                         |       |     
|Net loss per share:                                              |  |                         |       |      |                                    |  |       |                                       |  |   |                      |   |  |   |         |  
|Basic                                                            |  |                         | n/a   | (16) |                                    |  | n/a   | (16)                                  |  | $ | (1.11                | ) |  | $ | (0.32   | )
|Diluted                                                          |  |                         | n/a   | (16) |                                    |  | n/a   | (16)                                  |  | $ | (1.11                | ) |  | $ | (0.32   | )
|                                                                 |  |                         |       |     
|Balance sheet data:                                              |  |                         |       |      |                                    |  |       |                                       |  |   |                      |   |  |   |         |  
|Long-term debt (including current portion)                       |  |                         | n/a   | (14) |                                    |  | n/a   | (14)                                  |  |   | 646.0                |   |  |   | 572.3   |  
|Total assets                                                     |  |                         | n/a   | (14) |                                    |  | n/a   | (14)                                  |  |   | 1,266.2              |   |  |   | 1,180.2 |  
|Net assets (liabilities)                                         |  |                         | n/a   | (14) |                                    |  | n/a   | (14)                                  |  |   | 315.4                |   |  |   | 304.3   |  
|Capital stock                                                    |  |                         | n/a   | (14) |                                    |  | n/a   | (14)                                  |  |   | 371.1                |   |  |   | 371.1   |  
|                                                                 |  |                         |       |     
|US GAAP data:(17)                                                |  |                         |       |      |                                    |  |       |                                       |  |   |                      |   |  |   |         |  
|Operating income (loss)                                          |  |                         | 127.5 |      |                                    |  | 12.9  |                                       |  |   | (11.6                | ) |  |   | 85.2    |  
|Net earnings (loss)                                              |  |                         | 94.9  |      |                                    |  | n/a   | (14)                                  |  |   | (44.7                | ) |  |   | (11.0   | )
|Net loss per share                                               |  |                         |       |      |                                    |  |       |                                       |  |   |                      |   |  |   |         |  
|Basic                                                            |  |                         | n/a   | (16) |                                    |  | n/a   | (16)                                  |  | $ | (1.11                | ) |  | $ | (0.27   | )
|Diluted                                                          |  |                         | n/a   | (16) |                                    |  | n/a   | (16)                                  |  | $ | (1.11                | ) |  | $ | (0.27   | )
|                                                                 |  |                         |       |     
|Other:                                                           |  |                         |       |      |                                    |  |       |                                       |  |   |                      |   |  |   |         |  
|Number of shares outstanding                                     |  |                         | n/a   | (16) |                                    |  | n/a   | (16)                                  |  |   | 40.3                 |   |  |   | 40.3    |  
|Dividends declared per share                                     |  |                         | n/a   | (16) |                                    |  | n/a   | (16)                                  |  |   |                     |   |  |   |        |  



Notes:



|(1) | The financial data of Postmedia prepared in accordance with Canadian GAAP as at and for the year ended August 31, 2011 and the period ended
August 31, 2010 and the financial data of Canwest LP are not comparable to the financial data of Postmedia as at and for the years ended August 31, 2014, 2013 and 2012 which have been prepared in accordance with IFRS.
Additionally, the results of Postmedia prepared in accordance with Canadian GAAP as at and for the year ended August 31, 2011 and the period ended August 31, 2010 and the results of Canwest LP for the periods ended
May 31, 2010 and July 12, 2010 have not been restated to reflect the presentation of the Disposed Properties as discontinued operations.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The summary financial data of Postmedia as at and for the years ended August 31, 2013 and 2012, have been revised as a result of the
adoption of new and amended accounting standards in accordance with their respective transition provisions effective September 1, 2013.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



11



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|(3) | Depreciation expense reflects depreciation of property and equipment. Amortization expense reflects amortization of definite life intangible
assets. Postmedia presents software as an intangible asset on the statement of financial position and the related amortization as amortization in the statement of operations. Canwest LP presented software as property and equipment on the
statement of financial position and the related amortization as depreciation in the statement of operations.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | During the year ended August 31, 2013, as a result of interim and annual impairment testing of goodwill and indefinite life intangible assets
Postmedia recorded an impairment loss of $93.9 million which consists of $73.9 million related to goodwill, $16.4 million related to indefinite life intangible assets and $3.6 million related to property and equipment. The impairments were as a
result of lower than anticipated long-term revenue projections due to economic and structural factors including the uncertainty of the print advertising market and the rapidly evolving digital advertising market. In addition, during the year ended
August 31, 2013, Postmedia recorded an impairment loss of $6.1 million with respect to a production facility upon reclassification of the asset from property and equipment to asset held-for-sale.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Restructuring and other items expense primarily reflects employee termination costs related to various initiatives undertaken by Canwest LP
and PNCC with the objective of permanently reducing or eliminating costs. Also included in this line item for the years ended August 31, 2014 and 2013 are expenses related to the Sun Acquisition and an expense related to changes made to an
employee benefit plan as a result of an arbitrators ruling, respectively. In addition, also included in this line item for the years ended August 31, 2011 and 2012 are curtailment gains relating to employee benefit plans a result of the
termination of employees under the restructuring initiatives. The restructuring initiatives resulted in the elimination, for a significant number of employees, of the right to earn defined benefits and as a result curtailments occurred.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | During the years ended August 31, 2011 and 2012, Postmedia recorded a loss on debt repayment related to the first amendment of its ABL
Credit Agreement and the repayment of the Term Loan Facility, respectively.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Under IFRS, the components of expense related to employee benefit plans are recorded within different line items in the statement of operations.
Under Canadian GAAP, the components of the defined benefit expense for employee benefit plans are aggregated and presented as a net amount in expenses in the statement of operations. Comparative periods prior to September 1, 2010 have not
been restated to reflect this change in presentation.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Other income recognized by Canwest LP represents a charge to the Canwest Group under the shared services agreement for the use of equipment
that was owned by Canwest LP.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | (Gain) loss on derivative financial instruments for the years ended August 31, 2014 and 2013 reflects Postmedias accounting treatment
for variable prepayment options on Postmedias First-Lien Notes and Second-Lien Notes that represent embedded derivatives that are accounted for separately at fair value. (Gain) loss on derivative financial instruments for the year ended
August 31, 2012 reflects Postmedias accounting treatment for a foreign currency interest rate swap that was not designated as a hedge, variable prepayment options on Postmedias First-Lien Notes and Second-Lien Notes that represent
embedded derivatives that are accounted for separately at fair value, and the settlement of foreign currency interest rate swaps designated as hedges.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | For the nine months ended May 31, 2010 and the period ended July 12, 2010, Canwest LP did not enter into any derivatives
to hedge foreign currency risk. Postmedia had entered into derivative financial instruments to hedge foreign currency risk on a portion of its US dollar denominated debt. The foreign currency exchange gains and losses of Postmedia represent gains
and losses on the portion of US dollar denominated debt that is not subject to hedge accounting.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Acquisition costs relate to advisory, legal, valuation, and other professional fees incurred in connection with the Acquisition of Canwest LP
which are non-recurring. These costs were expensed as they were not directly related to either the issuance of debt or equity.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Reorganization costs represent costs that can be directly associated with the reorganization and CCAA filing of Canwest LP. These costs consist of
professional fees, advisory fees, management incentive plan and key employee retention plan costs, and foreign currency exchange losses resulting from translating monetary items that are subject to compromise at the period end compared to the
translated amounts at January 8, 2010, the date of the CCAA filing, and amounts related to resolution of legal claims outstanding on the date of Canwest LPs CCAA filing.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | Canwest LP was not a taxable entity, so the income tax recoveries for the nine months ended May 31, 2010 represent income taxes
recoverable by its corporate subsidiaries. Postmedia has not recorded a current or deferred tax expense or recovery as any current taxes payable or recoverable result in a decrease or increase, respectively, to Postmedias tax loss carryforward
balances. The cumulative tax loss carryforward balances have not been recognized as a net deferred tax asset on the statement of financial position.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(14) | Canwest LP adopted the liquidation basis of accounting as of May 31, 2010 and, as a result, a consolidated balance sheet was not
presented. As Canwest LP was under the liquidation basis of accounting for the period from June 1, 2010 to July 12, 2010, the supplementary financial information in note 5 of the annual audited financial statements of
Canwest LP did not include a provision for income taxes. Additionally, under the liquidation basis of accounting a balance sheet as at July 12, 2010 and a cash flow statement for the period from June 1, 2010 to
July 12, 2010 was not prepared for Canwest LP, and as a result balance sheet information as at May 31, 2010 and July 12, 2010 has not been presented in the above table.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(15) | On November 30, 2011, Postmedia completed the sale of the Disposed Properties. As a result of the sale, Postmedia has presented the
results of the Disposed Properties as discontinued operations as at and for the period ended November 30, 2011, and as such the statement of operations for the year ended August 31, 2011 prepared in accordance with IFRS has been
revised to reflect this change in presentation. The statement of financial position and the statements of cash flows for the year ended August 31, 2011 and for prior periods have not been revised to reflect this change in presentation. The
results of operations presented for Postmedia prepared in accordance with Canadian GAAP for the year ended August 31, 2011 and the period from July 13, 2010 to August 31, 2010 have not been revised to reflect this change in
presentation. Furthermore, the results of operations for Canwest LP have not been revised to reflect the change in presentation. Net earnings from discontinued operations for the year ended August 31, 2012 includes a gain on sale of
discontinued operations of $17.1 million and additional interest expense allocated to discontinued operations of $6.4 million. The following table provides the revenue and operating income of the Disposed Properties for the periods noted above that
have not been revised:
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|                                               |  |                         |      |  |                                   |  |      |                                     |  |  |                     |   |  |  |       | 
|---------------------------------------------- |  | ----------------------- | ---- |  | --------------------------------- |  | ---- | ----------------------------------- |  |  | ------------------- | - |  |  | ----- | 
|                                               |  | Canwest LP              |      |  | Postmedia                         | 
|                                               |  | Nine monthsended May 31 |      |  | Period fromJune 1, 2010to July 12 |  |      | Period fromJuly 13,2010 toAugust 31 |  |  | Year endedAugust 31 |  
|(in millions of Canadian dollars)              |  | 2010                    |      |  | 2010                              |  |      | 2010                                |  |  | 2011                |  
|(basis of presentation)                        |  | CGAAP                   |      |  | CGAAPliquidation                  |  |      | CGAAP                               |  |  | CGAAP               |  
|Summary information of the Disposed Properties |  |                         |      |  |                                   |  |      |                                     |  |  |                     |   |  |  |       | 
|Revenue                                        |  |                         | 96.5 |  |                                   |  | 14.2 |                                     |  |  | 15.5                |   |  |  | 120.2 | 
|Operating income (loss)                        |  |                         | 5.3  |  |                                   |  | (1.9 | )                                   |  |  | (1.4                | ) |  |  | 10.6  | 



|(16) | Canwest LP was a partnership and as a result no capital stock balance has been presented. In addition, earnings per share information have not been
provided for the partnership units of Canwest LP.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(17) | For a discussion of the principal differences between Canadian GAAP and U.S. GAAP please see note 20 to our audited consolidated financial
statements for the year ended August 31, 2011, filed previously with the SEC as Exhibit 15.1 to our annual report on Form 20-F for the year ended August 31, 2011.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|B. | Capitalization and indebtedness.
|-- | --------------------------------

Not applicable



|C. | Reason for the Offer and Use of Proceeds.
|-- | -----------------------------------------

Not applicable



|D. | Risk Factors.
|-- | -------------

The Corporation is subject to a number of risks and uncertainties which are described in detail in its MD&A, attached
hereto as Exhibit 15.2, under the section entitled Risk Factors which section is incorporated by reference in this annual report. The risks and uncertainties described in the MD&A, are those the Corporation currently
believe to be material, but they are not the only ones the Corporation faces. If any of the risks, or any other risks and uncertainties that have not yet been identified or that are currently considered not to be material, actually occur or become
material risks, the Corporations business, financial condition, results of operations and cash flows and consequently, the price of the Corporations securities could be materially and adversely affected.

ITEM 4. INFORMATION ON THE COMPANY



|A. | History and Development of the Company.
|-- | ---------------------------------------

Incorporation

7535538
Canada Inc. was incorporated under the CBCA on April 26, 2010. Its name was changed to Postmedia Network Canada Corp. pursuant to Articles of Amendment filed on June 25, 2010. 7536321 Canada Inc. was incorporated under the CBCA on
April 27, 2010. Its name was changed to Postmedia Network Inc. pursuant to Articles of Amendment filed on June 25, 2010 and it is a wholly-owned subsidiary of the Corporation. The Corporations registered office is located at 365
Bloor Street East, 12th Floor Toronto, Ontario Canada, M4W 3L4 and its telephone number at that address (416) 383-2300 (the Toronto Head Office).

Both Postmedia Network Canada Corp. and Postmedia Network Inc. were specifically incorporated for the sole purpose of
facilitating the acquisition on July 13, 2010 of substantially all of the newspaper and related online, digital, and mobile assets of the LP Entities including the shares of National Post Inc. See History and Development of the
Corporation  Acquisition below.



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Acquisition

Canwest LP previously owned newspaper and related online, digital, and mobile assets and was wholly-owned by Canwest Global, a
parent company that also wholly-owned, among other entities, CPI, CBI and CCI.

CPI, CBI, and CCI sought, and on
January 8, 2010 obtained, protection under the CCAA granting protection from creditors. Although not itself an applicant, the protections provided by the CCAA were extended to Canwest LP. National Post Inc. was excluded from the CCAA
protection.

Pursuant to the Asset Purchase Agreement that was entered into in connection with the implementation of the
plan of arrangement and compromise under the CCAA relating to the LP Entities (the Plan), Postmedia Network Inc. purchased substantially all of the assets, including the shares of National Post Inc., and assumed certain
liabilities of Canwest LP (the Acquisition) for $1.05 billion (the Acquisition Consideration). The Acquisition Consideration consisted of cash consideration of $927.8 million and non-cash consideration, through
the issuance of equity, having a value of $120.1 million. To satisfy the cash portion of the purchase price and to fund certain transaction costs under the Asset Purchase Agreement and the Plan, Postmedia raised an aggregate of $954.4 million of
financing, consisting of the Term Loan Facility, Second-Lien Notes and the issuance of equity. See Item 10. C Material Contracts  Second-Lien Notes Indenture.

The Acquisition closed and the Plan was implemented on July 13, 2010.

Significant Post-Acquisition Events

On January 31, 2011, National Post Inc. was dissolved and its assets and liabilities were transferred to Postmedia Network
Inc.

On June 7, 2011, the Corporation filed the Prospectus in all provinces of Canada other than Quebec. On
June 14, 2011, the Corporations Voting Shares and Variable Voting Shares were listed and began trading on the TSX under the symbols PNC.A and PNC.B, respectively.

On November 30, 2011, the Corporation sold substantially all of the assets and liabilities of the Lower Mainland
Publishing Group, the Victoria Times Colonist and the Vancouver Island Newspaper Group, to Glacier Media Inc., collectively herein referred to as the Disposed Properties (the Glacier Transaction).

On June 26, 2012, the Corporation entered into an agreement of purchase and sale for the former Toronto head office
located at 1450 Don Mills Road in Toronto, Ontario for a purchase price of $24 million. The sale closed October 12, 2012. On August 17, 2012, Postmedia entered into a 15-year lease commencing December 1, 2013 for the Toronto
Head Office.

On August 16, 2012, the Corporation issued $250 million in aggregate principal amount of First-Lien
Notes, the proceeds of which were used to repay the Term Loan Facility in its entirety. See Item 10.C Material Contracts  First-Lien Notes Indenture.

In August 2013, the Corporation outsourced the production of the Edmonton Journal newspaper and entered into a print
outsourcing agreement for the production of the Calgary Herald newspaper, which began in November 2013. In addition, in November 2013 and May 2014, the Corporation committed to third party outsourcing contracts for the production of
its Vancouver newspapers, (The Vancouver Sun and The Province), and the Montreal Gazette, respectively. The print outsourcing agreement for the production of The Vancouver Sun and The Province newspapers is expected to commence in
February 2015. In July 2014, all conditions were waived related to an agreement to sell its Vancouver newspaper production facility for gross proceeds of $17.5 million with an expected closing of June 30, 2015.



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The print outsourcing agreement for the production of the Montreal Gazette
newspaper began in August, 2014 and subsequent to August 31, 2014, all conditions were waived related to an agreement to sell its Montreal production facility for gross proceeds of $12.5 million which closed on October 31, 2014. The
Corporation has also reached a conditional agreement for the sale of its Calgary facility. The net proceeds from the sale of its Montreal production facility and the potential sale of its Calgary facility will be used to reduce the amount of the
Rights Offering (as defined below). The net proceeds from the sale of its Vancouver production facility will be used to make an offer to redeem an equal amount of the Corporations First-Lien Notes.

On October 6, 2014, the Corporation entered into a definitive agreement (the Purchase Agreement) with
Quebecor Media Inc. (QMI) to purchase Sun Media Corporations 175 English language newspapers, specialty publications and digital properties (Sun Media) for cash consideration of approximately $316 million,
less a $10 million adjustment primarily related to certain real estate properties to be disposed of by Sun Media prior to closing, and other customary adjustments to be determined subsequent to closing (the Sun Acquisition). The
Sun Acquisition is subject to various conditions including regulatory approvals. The Corporation will finance the Sun Acquisition through a combination of debt and equity. The debt financing will be provided through the issuance of an additional
$140 million principal amount of First-Lien Notes to an existing noteholder, Canso Investment Counsel Ltd. (Canso), acting on behalf of certain accounts that it manages. Amendments to the existing First-Lien Notes indenture are
required to facilitate the incremental funding of the additional First-Lien Notes pursuant to the first supplemental notes indenture among the Corporation, Postmedia Network Inc. and Computershare Trust Company of Canada, as Trustee and Collateral
Agent (the First Supplemental Indenture). On October 31, 2014, the Corporation issued to Canso subscription receipts representing the entire amount of the additional First-Lien Notes (the Notes Subscription
Receipts), pursuant to a subscription agreement with Canso (the Subscription Agreement). The Notes Subscription Receipts bear interest at the same rate as the First-Lien Notes and will automatically be exchanged for the
additional First-Lien Notes on completion of the Sun Acquisition and the satisfaction of certain other conditions, for no additional consideration. The Notes Subscription Receipts are governed by a subscription receipt indenture between Postmedia
Network Inc. and Computershare Trust Company of Canada (the Subscription Receipt Indenture). The above summary of the Sun Acquisition and the subscription receipts is subject to, and qualified in its entirety by reference to, the
provisions of the Purchase Agreement, the First Supplemental Indenture, the Subscription Agreement, and the Subscription Receipt Indenture which are attached hereto as Exhibit 4.13, 2.10, 4.14 and 4.15, respectively.

The Corporation intends to raise the balance of the funds required for the Sun Acquisition by way of a rights offering of
subscription receipts (the Rights Offering) for gross proceeds of $186 million less net proceeds from real estate sales of up to $50 million, to the extent available, prior to the launch of the Rights Offering. On October 6,
2014, Postmedia entered into a standby purchase agreement with its largest Shareholder, GoldenTree (the Standby Purchase Agreement), pursuant to which GoldenTree has agreed to take up any subscription receipts not otherwise
subscribed for under the Rights Offering, subject to the satisfaction of certain conditions. In connection with its backstop of the Rights Offering, if it is determined that immediately following the closing of the Sun Acquisition GoldenTree will
own Shares carrying 33 1/3% or more of the outstanding voting rights in respect of all of the issued and outstanding Shares, GoldenTree will enter into a voting restriction agreement with Postmedia that will limit the number of votes that GoldenTree
will be entitled to cast at any meeting of Postmedias Shareholders to 33 1/3%, less one share, of the total number of outstanding voting rights in respect of all of the issued and outstanding Shares at such time, regardless of how many Shares
GoldenTree owns at such time. The Rights Offering will be subject to regulatory approval. Under the terms of the Rights Offering, Postmedias Shareholders as of a record date, which is yet to be determined, will receive rights to subscribe for
the subscription receipts. Each subscription receipt will be automatically exchanged for one Variable Voting Share on completion of the Sun Acquisition and the satisfaction of certain other conditions, without additional consideration. The
subscription price under the Rights Offering will be not more than $1.10 and at a significant discount to the market price of the Variable Voting Shares at the time the Rights Offering. The above summary of the Standby Purchase Agreement is subject
to, and qualified in its entirety by reference to, the provisions of the Standby Purchase Agreement, which is attached hereto as Exhibit 4.16.



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On October 16, 2014 the Corporation entered into a new senior secured
asset-based revolving credit facility (the New ABL Facility) for an aggregate amount of up to $20 million. The New ABL Facility will replace the Corporations ABL Facility that matured on July 13, 2014. The New ABL
Facility will mature on October 16, 2015 and will be secured on a first-priority basis by the ABL Collateral and on a third priority basis by the First-Lien Notes Collateral.



|B. | Business Overview.
|-- | ------------------

General

Postmedias
business consists of news and information gathering and dissemination operations, with products offered in major Canadian markets and a number of regional and local markets in Canada through a variety of print, web, tablet and smartphone platforms.
Postmedia is the largest publisher by circulation of paid English-language daily newspapers in Canada, according to Newspapers Canadas 2013 Circulation Data Report. The Corporation has the highest weekly print readership of paid
English-language daily newspapers in Canada, based on NADbank 2013 survey data.

The combination of these distribution
platforms provides audiences with a variety of media through which to access and interact with Postmedias content. The breadth of Postmedias reach and the diversity of its content enable advertisers to reach their target audiences on a
local, regional or national scale through the convenience of a single provider.

Postmedia had an approximately 25% share
of Canadas total daily newspaper paid circulation according to Newspapers Canadas 2013 Circulation Data Report, and weekly readership of 3.9 million Canadian adults according to 2013 NADbank survey data. The Corporation has the
leading paid English-language daily newspapers, based on weekly print readership, in five out of the six largest advertising markets in Canada according to 2013 NADbank survey data. Its daily metropolitan newspaper brands are among the oldest in
Canada with an average publication history of 138 years.

Postmedia has one operating segment, the Newspaper
operating segment. The Newspaper operating segment publishes daily and non-daily newspapers and operates digital media and online assets including the canada.com website, each newspapers online website, various classified advertising websites
and Infomart, the Corporations media monitoring service.

The Corporation owns and operates the National Post, which
is one of Canadas two daily national newspapers, nine daily metropolitan newspapers, five non-daily community newspapers, and various non-daily shopping guides and newspaper-related publications. Its operations also include Postmedia Editorial
Services (PES), a newspaper production service, Postmedia Integrated Advertising (PIA), an integrated advertising division, and Flyer Force, a distribution service for advertising flyers and circulars for third
parties. The Corporation also provides sales representation services to third-party owned publications.

Postmedia also
has an extensive portfolio of digital media and online assets. It owns and operates 26 destination websites that make up the Postmedia digital network, one of Canadas leading online general news and information sources, covering its
newspapers websites, including classified websites and other online properties. The Corporation also provides sales representation services to third-party branded sites.

The Corporation has also developed its mobile network, which includes mobile optimized websites and mobile applications across
various tablet and smartphone platforms such as iOS, Android and Blackberry. The Corporations mobile applications include, but are not limited to, applications relating to its newspaper operations.



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Newsmedia Operations

Print Newsmedia

The
Corporation publishes nine daily metropolitan newspapers (eight broadsheets and one tabloid) and a national newspaper. Its daily metropolitan newspapers are geographically diverse and located in major metropolitan centres across Canada, which
provides the Corporation and its advertisers access to target audiences throughout Canada. The average publication history of Postmedias daily metropolitan newspapers is 138 years. Postmedias daily newspapers are well-established in
the communities that they serve. Postmedias combination of national reach and local presence makes the Corporations daily newspapers attractive to both national and local advertisers. Postmedias newspapers have consistently been
recognized for the quality of their content, having received numerous nominations and awards. Recent recognition includes: (i) a variety of National Newspaper Awards for Calgary Herald and Edmonton Journal, as well as the Canadian
Hillman Prize for a team from both newspapers; (ii) a Canadian Association of Journalists award for Ottawa Citizen; (iii) Newspapers Canada Great Idea Awards for The Windsor Star, Edmonton Journal (Gastropost) and
Calgary Herald; (iv) National Post was honoured with the second-highest number of awards in the world at the Society for News Designs Best of Newspaper Design Creative Competition  62 awards in total; (v) the
International News Media Association (INMA) awards also recognized Postmedia, with Edmonton Journal and Calgary Herald taking home first place for Gastropost;(vi) Edmonton JournalandGastropostalso won EPPY
awards, with Gastropost also winning a Canadian Online Publishing award; and (vii) The Vancouver Sun took home five Jack Webster awards in last years competition.

Postmedia is currently re-launching eight of its daily metropolitan newspapers as part of the Corporations four platform
strategy. The Postmedia Reimagined strategy features innovative and fully-differentiated products across the four platforms of print, web, tablet and smartphone, and redefines the way news is produced, presented, consumed and monetized.

According to Newspapers Canadas 2013 Circulation Data Report, the Corporation had an approximately 25% share of
Canadas total paid daily newspaper circulation. In addition, each of the Corporations daily metropolitan newspapers has the highest circulation and readership among English-language newspapers in the market that it serves (except for The
Province and The Vancouver Sun, both of which are Postmedias newspapers, which are second in their market to each other for circulation and readership, respectively) based on average daily paid circulation and readership.

The National Post, the Corporations daily national newspaper, provides benefits to the Corporations overall
operations, including the provision of a newspaper with a national audience footprint and editorial content infrastructure for the Toronto market.

The following table provides details about the Corporations paid daily newspapers.



|                              |  |           |  |                 |  |                   |   |     |                               |  |     |     
|----------------------------- |  | --------- |  | --------------- |  | ----------------- | - | --- | ----------------------------- |  | --- | ----
|Publication                   |  | Market    |  | YearEstablished |  | MarketPosition(1) |   |     | LocalNewspaperMarket Share(1) | 
|Daily Metropolitan Newspapers |  |           |  |                 |  |                   |   |     |                               |  |     |     
|The Province                  |  | Vancouver |  | 1884            |  |                   | 2 | (2) |                               |  | 100 | %(4)
|The Vancouver Sun             |  | Vancouver |  | 1886            |  |                   | 1 |     |                               |  | 100 | %(4)
|Montreal Gazette              |  | Montreal  |  | 1778            |  |                   | 3 | (3) |                               |  | 100 | %   
|Calgary Herald                |  | Calgary   |  | 1883            |  |                   | 1 |     |                               |  | 66  | %   
|Edmonton Journal              |  | Edmonton  |  | 1903            |  |                   | 1 |     |                               |  | 69  | %   
|Ottawa Citizen                |  | Ottawa    |  | 1845            |  |                   | 1 |     |                               |  | 73  | %   
|The Windsor Star              |  | Windsor   |  | 1918            |  |                   | 1 |     |                               |  | 100 | %   
|The StarPhoenix               |  | Saskatoon |  | 1902            |  |                   | 1 |     |                               |  | 100 | %   
|Leader-Post                   |  | Regina    |  | 1883            |  |                   | 1 |     |                               |  | 100 | %   
|Daily National Newspaper      |  |           |  |                 |  |                   |   |     |                               |  |     |     
|National Post                 |  | National  |  | 1997            |  |                   | 2 |     |                               |  | N/A |     



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Notes:



|(1) | Market position and local newspaper market share for English language newspapers are determined by average paid circulation of daily newspapers.
Source: Newspapers Canada  2013 Circulation Data Report.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Second to The Vancouver Sun, which is also operated by the Corporation.
|--- | -----------------------------------------------------------------------

|(3) | Number one English-language paid daily newspaper; number three overall among paid daily newspapers.
|--- | ---------------------------------------------------------------------------------------------------

|(4) | Includes The Vancouver Sun and The Province.
|--- | --------------------------------------------

The Corporation publishes five non-daily free newspapers distributed in the Windsor-Essex region in Ontario. Postmedias
non-daily newspapers are generally delivered to every household in the respective communities in which they operate, thereby providing advertisers with substantial coverage of these community markets.

Digital Newsmedia

Postmedia seeks to grow its revenue by leveraging its industry leading print brands and strong customer relationships into its
expanding digital media and online product offerings. The Corporations digital media and online operations include the Postmedia digital network, websites for the Corporations daily and community newspapers, online classified websites,
and Infomart (a subscription-based media monitoring service). In addition, Postmedias digital media and online operations sell advertising on behalf of third-party websites. These agreements extend the reach of the Postmedia digital network
and increase the Corporations advertising sales opportunities. The Corporation has also developed its mobile network, which includes mobile optimized websites and mobile applications across various tablet and smartphone platforms. The
Postmedia Reimagined strategy is focused on new product development across all of its digital platforms: web, tablet and smartphone.

The Postmedia digital network is a comprehensive 24/7 online news, entertainment and information network of websites that
leverages the Corporations content, brands and customer relationships. The Postmedia digital network is one of Canadas leading online general news and information sources that integrates Canadian news and specialty content and had a
monthly average of 6.1 million unique visitors in the year ended August 31, 2014, according to comScore. The Postmedia digital network hosts the websites and electronic editions of the Corporations daily and community newspapers
as well as other select websites. Being hosted on the Postmedia digital network offers these websites a platform to extend their audience reach and market, as well as to build and reinforce relationships with respect to both advertisers and
audiences.

The Corporation has also developed its mobile network, which includes mobile optimized websites and mobile
applications across various smartphone platforms such as iOS, Android and Blackberry. The Corporations mobile network had over 13 million average monthly unique visitors during the year ended August 31, 2014, according to Omniture
Site Catalyst. Omniture average unique visitors includes duplication from users with multi-devices and multi-access points. With the launch of comScore Multi-platform, a new tool that provides total measurement across platforms, the average monthly
unique visitors for the fourth quarter of Fiscal 2014 was 4.2 million. The scope of difference between the two measurement sources is that comScore Multi-platform measurement removes duplication. comScore Multi-platform will be used for reporting
all web and mobile audiences commencing Fiscal 2015.

Through the Corporations proprietary content, as well as
technology partners and third party content providers, the Postmedia digital network provides a number of personalized online tools, including internet search and other services. The Postmedia digital network currently provides up-to-date
international, national and local news coverage sourced from the Corporations newspapers and third-party newswire services, including text, photos, videos, databases and interactive applications. The licensed content covers a broad range of
topics, including sports, entertainment, automotive, recreation and travel from a variety of well-known content providers.

As part of its effort to grow its digital media and online business, Postmedias newspapers deliver content across
multiple platforms including desktop, tablet and mobile devices.



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Through expertise in exporting electronic press pages intended for print editions
to web-friendly formats, the daily newspapers publish page-by-page e-Papers (formerly referred to as digital editions), complete with stories, columns, photos and advertising. The e-Papers are available
without charge to print subscribers and as digital-only paid subscriptions. Readers of the e-Papers are able to view page layouts, photos and advertisements exactly as they appear in the print edition of the newspaper. The experience is enhanced by
a variety of digital features and tools, including search, aimed to ease navigation and add value.

Postmedias print
subscribers receive free access to their print newspapers website via desktop, tablet and mobile devices, each of which provides headlines, breaking news, analysis, commentary and selected stories from the daily newspaper editions. For
non-print subscribers, Canadian users can access ten free articles and international users can access five free articles every 30 days or purchase a digital access subscription to obtain unlimited access. The Corporations newspapers
websites also serve as customer relationship tools, promoting subscriptions to the print editions, allowing for the purchase or renewal of newspaper subscriptions, permitting notification of vacation stops and reactivations, and processing of
billing inquiries.

Postmedia newspaper website audiences have continued to grow, having expanded from approximately
2.3 million average monthly unique visitors in Fiscal 2008 to more than 5.3 million average monthly unique visitors in Fiscal 2014, according to comScore. Postmedias newspaper websites ranked number one for average monthly
unique visitors in the newspaper category based on the year ended August 31, 2014 in Canada, also according to comScore, and these sites reach 31% of all Canadians who visit newspaper websites.

Infomart

Infomart is a
subscription-based business-to-business service for Canadian news and business information and a one-stop resource for media monitoring, research insights, brand solutions and financial and corporate data. The service offers online media monitoring
covering print, broadcast television and radio, social media, and newswires in a single integrated platform. Print sources include all of the Corporations publications plus other Canadian and international sources such as third party
newspapers. As of August 31, 2014, Infomart had over 800 subscribers.

In addition to subscriptions,
Infomart also generates revenue through an electronic licensing and rights management service of the Corporations news content, corporate data and third-party content via domestic and international third-party channels used by businesses
across North America.

Functional Operations

Editorial

Editorial
content is generated across the Corporations digital platforms and publications and Postmedias infrastructure allows for sharing of its generated content among newspapers in an efficient and cost effective manner. Editorial policy is
developed for each of the Corporations newspapers by local newsroom management. This leadership ensures that each newspaper is responsive to local issues and meets the editorial needs of its readers. The Corporations newspapers and
digital platforms focus on readers of various ages and demographics and aim to reflect the values and interests of their respective markets. Each of the Corporations newspapers has its own editorial staff that is responsible for producing
local editorial content of the newspaper and digital platforms supplemented by certain content which comes from PES, other wire services and freelancers.

The Corporation owns or has the rights to use the editorial content that is produced by its employees and freelancers, which
allows for sharing of information and editorial content among its various publications. Further, since the Corporations newspapers operate across a broad geographic spectrum, reporters familiar with local issues can be assigned to cover events
in a particular region. Management believes that sharing of editorial content and expertise allows the Corporation to achieve substantial operating efficiencies compared to other publishers which own a smaller number of publications.



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The Corporation also provides various centralized editorial services, including
PES, the Corporations editorial services division, to its newspapers and third parties. PES provides centralized pagination and production services, and standardized editorial content packages to all of the Corporations newspapers and
external newspaper clients, reducing editorial content costs across Postmedias newspaper operations.

Sales and advertising

The following charts provide a breakdown of the Corporations revenue for Fiscal 2014 and 2013:



|            |  |            
|----------- |  | -----------
|Fiscal 2014 |  | Fiscal 2013
|LOGO        |  | LOGO       

The following charts provide a breakdown of the Corporations total print advertising
revenue for Fiscal 2014 and 2013:



|            |  |            
|----------- |  | -----------
|Fiscal 2014 |  | Fiscal 2013
|LOGO        |  | LOGO       

The Corporation offers advertisers extensive audience reach through a combination of
circulation and readership of its newspapers, e-Papers, unique visitors to its websites and various mobile and tablet products.



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The Corporations local advertising is sold on a publication-by-publication
and regional basis. Each of the Corporations newspapers has a locally-based sales team that sells advertising for both print and digital, principally to local businesses and organizations. The majority of local advertising relates to
automotive, employment and real estate advertisements. The Corporation also uses an outsourced call centre to generate classified sales.

National advertising takes the form of advertisements for both print and digital, primarily from large national companies. The
major national advertising categories are automotive, food & drug, home and department stores, financial services and technology. The sale of national advertisements is handled by PIA, which employs a dedicated sales team that services the
Corporations group of newspapers and digital properties and provides individual newspapers with advertising sales representation, insertion order processing and invoicing. PIA operates through offices in Toronto, Montreal and Vancouver, in
addition to one contract representative in the U.S. PIA also represents several third-party publishers and publications acting as their national advertising sales agent on a commissioned basis.

Circulation and Distribution

The Corporations circulation revenue is generated from subscription revenue (both print and digital), single copy sales
made through retailers and vending boxes, and corporate bulk sales. Newspapers are shipped from printing plants to depot drop locations or single copy retail outlets by independent trucking companies in each market. Postmedias newspaper
distribution is carried out primarily by independent distributors and carriers along with other third-party distributors that deliver newspapers to subscribers. These third-party distribution networks enable the Corporation to operate via short-term
contracts and reduce supplier concentration issues. Single copies are also sold through vending boxes and retail outlets in the relevant circulation areas.

The Corporation benefits from agreements with distributors which provide for the delivery of newspapers from printing
facilities to bulk locations, retailers, vending boxes and residential and corporate subscribers. Typically, a newspaper division is party to several distribution agreements, covering different stages of delivery and geographical areas.

In addition to distributing newspapers, Postmedia also offers three types of insert distribution services:



| |  |  | Paid subscriber basedistribution to existing newspaper subscribers;
| | - |  | --------------------------------------------------------------------



| |  |  | Extended market coveragedistribution of flyers or other materials to non-subscriber households; and
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | Total market coverageboth subscriber and non-subscriber households for full coverage to specific areas.
| | - |  | --------------------------------------------------------------------------------------------------------

These distribution options allow broader penetration of the Corporations markets, allowing advertisers to target
specific demographic and geographic segments. In addition, Flyer Force, a distribution service for advertising flyers, distributes insert packages to non-subscribers in Calgary, Edmonton and Ottawa, providing extended market coverage for their
associated Postmedia newspapers (the Calgary Herald, Edmonton Journal and Ottawa Citizen, respectively). In addition to Flyer Force, the Corporation distributes flyers (outside of inserts in the newspaper) in Regina, Saskatoon and Windsor.

The Corporation offers pre-authorized monthly payment programs to its subscribers. These automatic credit card and bank debit
payment programs lower the cost of collection and enhance subscriber retention.



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Printing

Other than as described in Outsourced Functions below, the Corporation owns all of the manufacturing
equipment for its newspapers and other publications, including printing presses and mailroom inserting equipment. In some markets, in order to improve the operating efficiency of its printing presses, the Corporation also uses its printing press
capacity to print advertising inserts, flyers and other third-party publications.

Outsourced Functions

As part of Postmedias ongoing focus on cost containment, various outsourcing initiatives have been implemented. In Fiscal
2011, Postmedia completed the outsourcing of advertising production at certain of its daily newspapers to lower cost suppliers in the Philippines and India. Postmedia also outsourced its subscriber customer service call centre operations to a third
party. These subscriber services include answering and handling customer calls, customer service inquiries and complaints. Except for the Ottawa market, the National Post is printed by various third parties in all other regions in Canada where the
National Post is distributed. In Fiscal 2012, the Corporation outsourced certain of its Flyer Force and inserting operations. Postmedia outsourced its printing operations for the Edmonton Journal newspaper in August 2013, the Calgary Herald
newspaper in November 2013, and the Montreal Gazette newspaper in August 2014. The Corporation has entered into print outsourcing contracts for the production of both The Vancouver Sun and The Province newspapers. The outsourcing is
expected to commence in February 2015. During Fiscal 2014, Postmedia outsourced its centralized classified call centre operations to a third party. The Corporation continues to look at future outsourcing opportunities as part of its business
transformation initiatives.

Competitive Conditions

The Corporation faces competition in each of its markets as information is now widely disseminated through many media platforms
on a local, national and international basis. Participants in the newsmedia industry depend primarily upon advertising sales to generate revenue, while newspaper companies also rely on paid subscriptions and single copy newspaper and digital
subscription sales. Competition for advertising, subscribers, readers and distribution is intense and comes primarily from digital media, as well as television; radio; local, regional and national newspapers; magazines; free publications; direct
mail; telephone directories; and other communications and advertising and subscriber-based media that operate in these markets.

In recent years there has been a growing shift in advertising dollars from newspaper advertising to other advertising
platforms, particularly digital media competitors such as search engines and social media websites. This shift appears to be permanent. To date, the newsmedia industry has made limited progress in replacing print advertising revenue with digital
advertising revenue.

Advertising on digital platforms is evolving rapidly, with technology driving innovations that make
digital media a very effective competitor and substitute for advertising in print newspapers. The scope and pace of technological change has entrenched the role of the largest international players  U.S.-based technology companies such as
Google, Microsoft, Facebook and Yahoo!  in existing and rapidly expanding forms of digital advertising.

The
Corporations digital competition is not limited to news sites. Digital advertising takes various forms, such as search-engine marketing, display advertising, online classified, online telephone directories, mobile advertising and video
advertising.

More and more content and related advertising is being communicated over social networks operated by
companies such as Facebook and Twitter. As geo-tagging becomes more sophisticated, the recent increase in advertising on mobile platforms  driven by the adoption and penetration of smartphones and tablets  allows digital advertising to
be targeted more locally, making it a more effective substitute for local advertising in daily newspapers.



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In addition, there is increasing consolidation in the Canadian newsmedia
industry, and competitors include market participants with interests in multiple media. These competitors may be more attractive than Postmedia to certain advertisers because they may be able to bundle advertising sales across newspaper, television
and digital media platforms. Some of these competitors also have access to greater financial and other resources than Postmedia does.

In 2013, the Canadian newspaper industry comprised approximately 94 paid daily English and French newspapers and 19 free
dailies for a total of 113 daily newspapers. Paid daily newspapers accounted for a total of 4,216,374 copies on an average publishing day, according to Newspapers Canada.

The Canadian daily newspaper industrys revenue was $2.7 billion in 2013, with 71% of that revenue was derived from
print, web and mobile advertising and the balance from circulation and other revenue, according to the Canadian Newspaper Association. Canadian newspaper publishers typically sell advertising based primarily on readership and secondarily on
circulation. In contrast, U.S. newspaper publishers typically sell advertising based solely on circulation figures. Canadian newspapers have higher penetration compared to the U.S., with 75% of Canadian adults reading a daily newspaper (in print and
digital) each week compared to only 69% of American adults, according to NADBank 2013 and the Newspaper Association of America/Scarborough Research 2012 data, respectively.

Components

Newsprint is
the principal raw material used in the production of Postmedias daily newspapers and other print publications. It is a commodity that is generally subject to price volatility. Newsprint expenses fluctuate due to both changes in volume and
changes in price.

Postmedias cost of newsprint is influenced by its strong supplier relationships, volume
purchasing power, proximity to Canadian paper mills and regional supply arrangements that reduce transportation costs. The Corporation opportunistically enters into newsprint purchase agreements with varying terms of up to six months depending on
external factors such as foreign export demand, North American mill capacity, operating rates and inventory.

Intangible Properties

Postmedia uses a number of trademarks, service marks and trade names to identify its products and services. Many of these
trademarks are registered by the Corporation in the appropriate jurisdictions. In addition, the Corporation has legal rights in the unregistered marks arising from their use. Postmedia has taken affirmative legal steps to protect its trademarks, and
it believes its trademarks are adequately protected.

The content of Postmedias newspapers and digital media and
online assets are protected by copyright. The Corporation owns copyrights in each of its publications as a whole and in all individual content items created by its employees in the course of their employment, subject to limited exceptions. Postmedia
has entered into licensing agreements with wire services, freelancers and other content suppliers on terms that it believes are sufficient to meet the needs of its operations. Postmedia believes that it has taken appropriate and reasonable measures
to secure, protect and maintain its rights or obtain agreements from licensees to secure, protect and maintain copyright protection of content produced or distributed by the Corporation.

Postmedia has registered a number of domain names, many of which constitute trademarks, service marks and trade names used in
its business, under which it operates websites. As every Internet domain name is unique, its domain names cannot be registered by other entities as long as its registrations are valid.



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Postmedias intellectual property constitutes a significant part of the
value of the Corporation. The Corporation relies on the trademark, copyright, internet/domain name, trade secret and other laws of Canada and other countries, as well as nondisclosure and confidentiality agreements, to protect its intellectual
property rights. However, the Corporation may be unable to prevent third parties from using its intellectual property without its authorization, breaching any nondisclosure agreements with the Corporation, acquiring and maintaining domain names that
infringe or otherwise decrease the value of its trademarks and other proprietary rights, or independently developing intellectual property that is similar to the Corporations, particularly in those countries that do not protect the
Corporations proprietary rights as fully as in Canada.

Third parties may challenge the validity or scope of
Postmedias intellectual property rights from time to time, and such challenges could result in the limitation or loss of intellectual property rights. Irrespective of their validity, such claims may result in substantial costs and diversion of
resources, which could have an adverse effect on the Corporations operations.

Cycles

Postmedias revenues largely depend on its customers advertising budgets. Advertisers budgets tend to be
cyclical, reflecting the general economic climate and consumers buying habits. As a result, Postmedias revenue has experienced, and is expected to continue to experience, significant seasonal variances due to advertising patterns and
influences on peoples media consumption habits. Typically, the Corporations revenue is lowest during the fourth quarter of its fiscal year, which ends in August, and highest during the first and third quarters, which end in
November and May, respectively, while expenses are relatively constant throughout the fiscal year. These seasonal variations may lead to increased borrowing needs at certain points within the fiscal year. As a result, Postmedia may use amounts
available under the New ABL Facility to mitigate the impact of short-term fluctuations in cash flow. See Risk Factors - We may not be able to refinance our New ABL Facility on attractive terms, or at all in the Corporations
MD&A, attached hereto as Exhibit 15.2.

Environmental Protection

Postmedias operations are subject to a variety of laws and regulations concerning, among other things, emissions to the
air, water and land, sewer discharges, handling, storage and disposal of, or exposure to, hazardous substances and wastes, recycling, remediation of contaminated sites or otherwise relating to protection of the environment and employee health and
safety. The Corporation uses and stores hazardous substances such as inks and solvents in conjunction with its operations at its printing facilities. Such hazardous substances have in the past been stored in underground storage tanks at some of the
Corporations properties. Some of its printing and other facilities are located in areas with a history of long-term industrial use, and may be impacted by past activities onsite or by contamination emanating from nearby industrial sites. In
the past, a Postmedia predecessor has had contamination resulting from leaks and spills at some of its locations. Postmedia has incurred and will continue to incur costs to comply with environmental, health and safety requirements; but, to date,
such costs have not been material.

Regulation

The publication of newspapers in Canada is not directly regulated by federal or provincial laws. There are, however, indirect
restrictions on the foreign ownership of Canadian newspapers by virtue of certain provisions of the Tax Act. The Tax Act limits the deductibility by Canadian taxpayers of expenditures for advertisements in issues of newspapers other than, except in
limited circumstances, Canadian issues of Canadian newspapers.

In order to qualify
as a Canadian issue, the issue generally must have its type set in Canada, be edited in Canada by individuals resident in Canada for purposes of the Tax Act and be printed and published in Canada. Issues of Postmedias
newspapers currently meet these criteria.



24



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##### Table of Contents

The test of whether a newspaper is a Canadian newspaper
depends on the jurisdiction, governance, factual control and share ownership of the corporation which directly publishes the newspaper. Postmedia publishes its newspapers directly. In order to satisfy the requirements of a Canadian
newspaper (subject to a statutory 12 month grace period), Postmedia must satisfy the following: (i) the corporation must be incorporated under the laws of Canada or a province thereof, (ii) the chairperson or other presiding
officer and at least 75% of the directors or other similar officers of the corporation must be Canadian citizens, and (iii) the corporation must not be controlled, in fact, directly or indirectly, by citizens or subjects of a country other than
Canada.

In addition, under the share ownership requirements set out in subsection (iii) of the preceding paragraph,
at least 75% of the voting shares of a non-public corporation and shares having a fair market value in total of at least 75% of the fair market value of all issued shares of a non-public corporation, must be beneficially owned by either
(i) Canadian citizens or (ii) one or more corporations incorporated in Canada each of which is a public corporation a class or classes of shares of which are listed on a designated stock exchange in Canada (which includes the TSX) other
than a public corporation controlled by citizens or subjects of a country other than Canada (Qualifying Public Corporation). Upon the listing of Postmedia Network Canada Corp.s shares on the TSX, it became a Qualifying
Public Corporation. As Postmedia Network Inc. is a direct, wholly-owned subsidiary of Postmedia Network Canada Corp., Postmedias newspapers qualify as Canadian newspapers.

Issues of Postmedias newspapers therefore qualify as Canadian issues of Canadian
newspapers (or otherwise fall outside of the limitation on deductibility of advertising expenses) and as a result advertisers currently have the right to deduct their advertising expenditures for Canadian tax purposes.



|C. | Organizational Structure.
|-- | -------------------------

The following chart illustrates Postmedias corporate structure.



LOGO



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|D. | Property, Plant and Equipment.
|-- | ------------------------------

Postmedia operates from facilities located in each of its major markets. The following table provides certain information with
respect to Postmedias largest facilities, both owned and leased.



|                                |  |                      |  |                  |           |   |                 |       
|------------------------------- |  | -------------------- |  | ---------------- | --------- | - | --------------- | ------
|Location of Facilities          |  | Office or Production |  | Area(Sq. Ft.)(1) |           |   | Leased or Owned
|Vancouver, BC                   |  | Office               |  |                  | 56,159    |   |                 | Leased
|Surrey, BC(2)                   |  | Production           |  |                  | 208,047   |   |                 | Owned 
|Edmonton, AB(3)                 |  | Office               |  |                  | 133,250   |   |                 | Leased
|Edmonton, AB(4)                 |  | Production           |  |                  | 187,000   |   |                 | Owned 
|Calgary, AB(5)                  |  | Combined facilities  |  |                  | 383,000   |   |                 | Owned 
|Regina, SK                      |  | Combined facilities  |  |                  | 102,537   |   |                 | Owned 
|Saskatoon, SK                   |  | Combined facilities  |  |                  | 110,884   |   |                 | Owned 
|Winnipeg, MB                    |  | Office               |  |                  | 36,189    |   |                 | Leased
|Windsor, ON                     |  | Office               |  |                  | 25,000    |   |                 | Leased
|Windsor, ON                     |  | Production           |  |                  | 60,000    |   |                 | Owned 
|Toronto, ON                     |  | Office               |  |                  | 88,119    |   |                 | Leased
|Ottawa, ON                      |  | Combined facilities  |  |                  | 183,000   |   |                 | Owned 
|Montreal, QC                    |  | Office               |  |                  | 59,750    |   |                 | Leased
|Montreal, QC(6)                 |  | Production           |  |                  | 165,000   |   |                 | Owned 
|                                |  |                      |  |                  |           |   |                 |       
|Total                           |  |                      |  |                  | 1,797,935 |   |                 |       
|                                |  |                      |  |                  |           |   |                 |       
|Total Leased                    |  |                      |  |                  | 398,467   |   |                 |       
|Total Owned                     |  |                      |  |                  | 1,399,468 |   |                 |       
|Total % of Area (sq. ft.) Owned |  |                      |  |                  | 78        | % |                 |       



Notes:



|(1) | The square footage for leased properties is shown net of subleased square footage if applicable.
|--- | ------------------------------------------------------------------------------------------------

|(2) | On July 29, 2014, all conditions were waived related to an agreement to sell the Corporations Vancouver production facility for gross
proceeds of $17.5 million. The sale is expected to close on or about June 30, 2015.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The lease is subject to a sale lease-back agreement, whereby Postmedia owns the land and space above and has the right to repurchase the building
in 2041. The Corporation has accounted for this lease as a finance lease on its consolidated financial statements. The other leased properties in this table are accounted for as operating leases.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | This facility is currently for sale.
|--- | ------------------------------------

|(5) | The Corporation has reached a conditional agreement for the sale of this facility.
|--- | ----------------------------------------------------------------------------------

|(6) | On October 31, 2014 the Montreal production facility was sold for gross proceeds of $12.5 million.
|--- | --------------------------------------------------------------------------------------------------

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS



|A. | Operating Results.
|-- | ------------------

See Key Factors Affecting Operating Results and Operating Results in the MD&A,
attached hereto as Exhibit 15.2.



|B. | Liquidity and Capital Resources.
|-- | --------------------------------

See Liquidity and Capital Resources, Sources of Cash and Uses of Cash
in the MD&A, attached hereto as Exhibit 15.2.



|C. | Research and Development, Patents and Licenses, etc.
|-- | ----------------------------------------------------

Not applicable.



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##### Table of Contents

|D. | Trend Information.
|-- | ------------------

See Key Factors Affecting Operating Results in the MD&A, attached hereto as Exhibit 15.2.



|E. | Off-Balance Sheet Arrangements.
|-- | -------------------------------

See Guarantees and Off-Balance Sheet Arrangement in the MD&A, attached hereto as Exhibit 15.2.



|F. | Tabular Disclosure of Contractual Obligations.
|-- | ----------------------------------------------

See the table included in Financial Instruments and Financial Instruments Risk Management  Liquidity
Risk in the MD&A, attached hereto as Exhibit 15.2.



|G. | Safe Harbor.
|-- | ------------

See Notice Regarding Forward Looking Statements in this annual report.



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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES



|A. | Directors and Senior Management.
|-- | --------------------------------

Name, Occupation and Security Holding

The following table sets forth the name and residence of those individuals who are directors and executive officers of the
Corporation as of November 17, 2014, their current positions or offices with the Corporation, the date when they first became a director and/or executive officer of the Corporation and their principal occupation. The term of each of the
directors expires on the date of the Corporations upcoming annual meeting of Shareholders, currently scheduled for January 8, 2015, or until the election of his or her successor, unless he or she resigns or his or her office becomes
vacant by reasons of his or her death, removal or other cause.



|                                                               |  |                                                       |  |                                                                             |  |                                                                         
|-------------------------------------------------------------- |  | ----------------------------------------------------- |  | --------------------------------------------------------------------------- |  | ------------------------------------------------------------------------
|Name and Residence                                             |  | Position with Postmedia                               |  | Director / Executive
Officer Since                                          |  | Principal Occupation if Different fromPosition
Held                     
|                                                               |  |                                                       | 
|Rod Phillips(1)
Toronto, Ontario, Canada                       |  | Director and Chair                                    |  | February 5, 2014                                                            |  | Corporate Director                                                      
|                                                               |  |                                                       | 
|Paul Godfrey Toronto, Ontario, Canada                          |  | Director, President and Chief Executive Officer       |  | April 26, 2010 (Director, Chief Executive Officer)July 12, 2010 (President) |  |                                                                         
|                                                               |  |                                                       | 
|Charlotte Burke(1)(2)(5)
Toronto, Ontario, Canada              |  | Director                                              |  | September 20, 2010                                                          |  | Chief Marketing and Sales Officer, QuickPlay Media Inc.                 
|                                                               |  |                                                       | 
|Hugh F. Dow(1)(3)(5)
Toronto, Ontario, Canada                  |  | Director                                              |  | January 6, 2011                                                             |  | Corporate Director                                                      
|                                                               |  |                                                       | 
|Martin Nisenholtz(1)(3)(5)
Redding, Connecticut, United States |  | Director                                              |  | February 5, 2014                                                            |  | Professor of the Practice of Digital Communications at Boston University
|                                                               |  |                                                       | 
|Jane Peverett(1)(2)(4)
Vancouver, British Columbia, Canada     |  | Director                                              |  | April 10, 2013                                                              |  | Corporate Director                                                      
|                                                               |  |                                                       | 
|Graham Savage(1)(2)(3)
Toronto, Ontario, Canada                |  | Director                                              |  | July 12, 2010                                                               |  | Corporate Director                                                      
|                                                               |  |                                                       | 
|Steven Shapiro(4)
New York, New York, United States            |  | Director                                              |  | July 12, 2010                                                               |  | Founding Partner and Portfolio Manager, GoldenTree Asset Management LP  
|                                                               |  |                                                       | 
|Peter Sharpe(1)(3)(4)
Toronto, Ontario, Canada                 |  | Director                                              |  | June 17, 2010                                                               |  | Corporate Director                                                      
|                                                               |  |                                                       | 
|Robert Steacy(1)(2)(3)
Toronto, Ontario, Canada                |  | Director                                              |  | July 14, 2010                                                               |  | Corporate Director                                                      
|                                                               |  |                                                       | 
|Wayne Parrish Toronto, Ontario, Canada                         |  | Chief Operating Officer                               |  | July 19, 2010                                                               |  |                                                                        
|                                                               |  |                                                       | 
|Douglas Lamb Toronto, Ontario, Canada                          |  | Executive Vice President and Chief Financial Officer  |  | July 12, 2010                                                               |  |                                                                        
|                                                               |  |                                                       | 
|Jeffrey Haar Toronto, Ontario, Canada                          |  | Executive Vice President, Legal and General Counsel   |  | January 11, 2012                                                            |  |                                                                        
|                                                               |  |                                                       | 
|Michelle Hall Toronto, Ontario, Canada                         |  | Executive Vice President, Human Resources             |  | July 13, 2010                                                               |  |                                                                        
|                                                               |  |                                                       | 
|Gordon Fisher Toronto, Ontario, Canada                         |  | President, Pacific Newspaper Group                    |  | July 13, 2010                                                               |  |                                                                        
|                                                               |  |                                                       | 
|Gillian Akai Toronto, Ontario, Canada                          |  | Vice President, Legal Affairs and Corporate Secretary |  | July 12, 2010                                                               |  |                                                                        



Notes:



|(1) | Independent member of the Board.
|--- | --------------------------------

|(2) | Member of the Audit Committee.
|--- | ------------------------------

|(3) | Member of the Compensation and Pension Committee.
|--- | -------------------------------------------------

|(4) | Member of the Corporate Governance and Nominating Committee.
|--- | ------------------------------------------------------------

|(5) | Member of Digital Oversight Committee.
|--- | --------------------------------------



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As a group, the directors and executive officers of the Corporation, as of
November 17, 2014, beneficially own or exercise control or direction, directly or indirectly, over 183,532 Voting Shares (representing 19.48% of the total Voting Shares issued and outstanding) and 70,453 Variable Voting Shares (representing
0.18% of the total Variable Voting Shares issued and outstanding).

On February 5, 2014, Mr. Phillips was
appointed director and Chair of the Board and Mr. Nisenholtz was appointed director and Chair of the Digital Oversight Committee. Upon the appointment of Mr. Phillips as Chair of the Board: (a) Mr. Godfrey resigned as Interim
Chair of the Board and continued his roles as director and President and Chief Executive Officer of Postmedia; and (b) Mr. Sharpe resigned as Lead Director and continued his role as director.

Biographies

The
following are brief profiles of our directors and executive officers, including a description of each individuals principal occupation within the past five years.

Rod Phillips (Chair)

Mr. Phillips was most recently President and Chief Executive Officer of the Ontario Lottery and Gaming Corporation, an
Operational Enterprise of the Ontario Ministry of Finance (OLG), which is responsible for gaming sites and the sales of lottery products across the Province of Ontario. He resigned from this position on January 22, 2014. Prior to his
appointment to the OLG, Mr. Phillips was President and Chief Executive Officer of Shepell.fgi, one of North Americas leading providers of workplace health and productivity solutions. From 1997 to 2000, Mr. Phillips served as Chief of
Staff to Mayor Mel Lastman during his first term as the leader of the newly amalgamated City of Toronto.

Mr. Phillips currently sits on the boards of Discovery Air Inc. and Data Group Limited. In addition, Mr. Phillips is
currently Chair of the Boards of the Greater Toronto CivicAction Alliance and Telus Toronto Community Board. He is also a member of the board of the Toronto International Film Festival and was the founding Chair of the Centre for Addiction and
Mental Healths (CAMH) Transforming Lives Gala in support of CAMHs critical work.

Paul Godfrey (Director)

Mr. Godfrey is the President and Chief Executive Officer of Postmedia. Prior to this he served as President and Chief
Executive Officer of National Post Inc., President and Chief Executive Officer of the Toronto Blue Jays Baseball Club, and spent 16 years with Sun Media Corporation, eventually taking the role of President and Chief Executive Officer.
Mr. Godfrey has a proud record of public service including a record four terms (11 years) as the Chairman of the Municipality of Metropolitan Toronto. He is Chairman of the Board of RioCan Real Estate Investment Trust. He also serves on the
board of Cargojet Income Fund and serves as Vice Chair of Baycrest Centre for Geriatric Care.

Charlotte Burke (Director)

Ms. Burke is currently Chief Marketing and Sales Officer with QuickPlay Media Inc., a leading provider of multiscreen
managed services. Ms. Burke also operates a consulting firm focused on new business development in mobile, Internet and digital media, through which she recently provided services to Accenture in the communications, media and technology
practice. Prior to assuming her current positions, Ms. Burke was the Senior Vice President of Sales and Marketing, Americas for Hewlett Packard and President of Asurion Canada. In addition, Ms. Burke was an officer and Senior
Vice President with Bell Canada from 1996 to 2008, where she led the Consumer Internet business and Bell Mobilitys digital cellular business. Ms. Burke is also an advisor with the MaRS Ontario Innovation Center, Next 36, and was
formerly on the boards of Acadia University, Ontario Lottery and Gaming Corporation, Women in Telecommunications and National Ballet School.



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Hugh F. Dow (Director)

Mr. Dow retired as Chairman of Mediabrands Canada in December 2010. Prior to this, Mr. Dow was President of M2
Universal and held global responsibilities with Universal McCann, of which M2 Universal is the Canadian arm. Mr. Dow has also held many key advertising industry positions including Vice Chairman of BBM Bureau of Measurement, director and
Chairman of Canadian Media Directors Council, Chairman of PMB Print Measurement Bureau, Chairman and director of ABC Audit Bureau of Circulation, and Chairman of Media Medical Audience Committee. Mr. Dow also serves as a director of
Reshift Media Inc.

Martin Nisenholtz (Director)

Mr. Nisenholtz is currently Professor of the Practice of Digital Communications at Boston University and a Venture Partner
of FirstMark Capital, an early stage venture capital firm based in New York City. Mr. Nisenholtz served as Senior Advisor for The New York Times Company, the global media organization, and was a Fellow at the Shorenstein Center at
Harvard University from January 2013 to May 2013. In December 2011, Mr. Nisenholtz retired from his full-time role at The New York Times Company where he had served as Senior Vice President, Digital Operations and was responsible for
the strategy development, operations and management of its digital properties. Prior to that, Mr. Nisenholtz was Chief Executive Officer of New York Times Digital. In June 2001, Mr. Nisenholtz founded the Online Publishers
Association, an industry trade organization that represents the interests of high-quality online publishers.

Mr. Nisenholtz currently serves on the boards of Yellow Media Inc., a Canadian media and marketing solutions company, and
eXelate, a U.S. privately held data and analytics company. He also serves on the board of RealMatch, a U.S. privately held online recruitment advertising solutions company.

Jane Peverett (Director)

Ms. Peverett currently serves as a director of Encana, a leading North American energy producer, as well as Northwest
Natural Gas Company and Canadian Imperial Bank of Commerce. She is also Chair of the Board of the BC Ferry Authority and a director of Associated Electric & Gas Insurance Services Limited. Prior to this, Ms. Peverett was the President
and Chief Executive Officer of BC Transmission Corporation from April 2005 to January 2009, and was previously its Vice-President, Corporate Services and Chief Financial Officer. In addition, Ms. Peverett was the President and Chief
Executive Officer of Union Gas Limited from April 2002 to May 2003 after serving in various senior roles within Westcoast Energy Inc.

Graham Savage (Director)

Mr. Savage is a Corporate Director, and from 1997 to 2007, he was Chairman and Founding Partner of Callisto Capital, a
merchant banking firm. Prior to that, Mr. Savage spent 21 years as a senior officer at Rogers Communications Inc. He is currently a director of Canadian Tire Corp., Canadian Tire Bank, Cott Corporation and is Chairman of Whistler Blackcomb
Holdings Inc. Mr. Savage previously served as a director of Rogers Communications Inc., Sun Media Corp., Royal Group Technologies Ltd., Hollinger International Inc., and The Daily Telegraph (UK), among others.

Steven Shapiro (Director)

Mr. Shapiro is a Founding Partner and Portfolio Manager at GoldenTree, and is a member of its Executive Committee. He is
responsible for the firms investments in media and communications as well as its investments in distressed assets. Prior to joining GoldenTree, Mr. Shapiro was a Managing Director in the High Yield Group at CIBC World Markets, where he
headed Media and Telecommunications Research. He is a member of the boards of various corporate and not-for-profit entities, including Source Home Entertainment, Inc., the holding company of Source Interlink, Granite Broadcasting, Southern Community
Newspapers, Inc. and James Cable, LCC.



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Peter Sharpe (Director)

Mr. Sharpe retired as President and Chief Executive Officer of Cadillac Fairview Corporation in 2010, having served with
the company for over 25 years. Mr. Sharpe is currently a director of Multiplan Empreendimentos Imobiliarios S.A., Morguard Corporation, First Industrial REIT (US), and Allied Property REIT. Mr. Sharpe is also a past Chairman and current
Trustee of the International Council of Shopping Centers.

Robert Steacy (Director)

Mr. Steacy retired in 2005 after spending more than 16 years as the Senior Financial Officer of Torstar Corporation.
Mr. Steacy is the Chairman of the Board of Domtar Corporation and Chair of the Audit Committee of Cineplex Inc. From 2005 to 2007 he served on the boards of Alliance Atlantis Communications Inc. and Somerset Entertainment Income Fund, and was a
director of Canadian Imperial Bank of Commerce from 2008 to 2012.

Wayne Parrish (Chief Operating Officer)

Mr. Parrish became the Corporations Chief Operating Officer in January 2012. Prior to that, he was appointed in
July 2010 to head up Postmedias business transformation (which services he provided through his management company, Sport Media Enterprises Inc.). Before joining Postmedia, Mr. Parrish acted as Chief Executive Officer of Canada
Basketball from 2007 to 2010. Mr. Parrish spent the first two decades of his career as a journalist and was a senior executive with Sun Media Corporation during a period that culminated in a management buyout of the company from Rogers
Communication Inc., and eventual sale to Quebecor Inc. He has been General Manager and Executive Editor of the Toronto Sun, Vice-President Strategy at Sun Media, Chairman and President & Chief Executive Officer of the CANOE Online Network,
President & Chief Executive Officer of Quebecor New Media, and President & Chief Executive Officer of Sport Media Group.

Douglas
Lamb (Executive Vice President and Chief Financial Officer)

Mr. Lamb was appointed as Executive Vice
President and Chief Financial Officer of Postmedia in July 2010. Prior to that, he was Executive Vice President and Chief Financial Officer of Canwest LP since 2005. He is a veteran Canadian newspaper executive. Mr. Lamb also served as
Vice President of Corporate Development of Metroland, the community publishing business of Torstar Corporation. Prior to his employment with Torstar Corporation, he held a variety of financial roles at Hollinger International Inc. and Southam Inc.

Jeffrey Haar (Executive Vice President, Legal and General Counsel)

Mr. Haar was appointed as Executive Vice President, Legal and General Counsel of the Corporation in 2012. Mr. Haar
was previously Senior Vice President, Legal & Corporate Secretary at Brookfield Asset Management. Mr. Haar has also served as General Counsel and Corporate Secretary for a number of public and private companies, including Architel
Systems Corporation, which was acquired by Nortel Networks in 2000. Prior to Architel, Mr. Haar was in private practice at Skadden, Arps, Slate, Meagher & Flom LLP in Toronto, Ontario and at Shearman & Sterling LLP in
New York, New York.

Michelle Hall (Executive Vice President, Human Resources)

Ms. Hall was appointed as Executive Vice President, Human Resources in 2012 after serving as Senior Vice President, People
since 2010. She oversees the development and implementation of the Corporations human resources strategy. Previously she served as Senior Vice President, People for a predecessor Canwest LP entity from 2008 to 2010 and Vice President,
Human Resources of the Canadian operations of Canwest Media Inc. between 2005 and 2008. Prior to joining Canwest, Ms. Hall held senior level human resources roles at a variety of organizations, most recently at the Canada Life Assurance
Company.



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Gordon Fisher (President, Pacific Newspaper Group)

Mr. Fisher was appointed the President, Pacific Newspaper Group of Postmedia in January 2013. Prior to that,
Mr. Fisher served as the President of National Post and the Executive Vice President Eastern Canada of Postmedia beginning in July 2010. Previously, he served as Publisher of the National Post under a predecessor Canwest LP entity.
Mr. Fisher has an extensive media background. He has held a number of senior executive positions in many Canadian cities on both the editorial and business sides of the media industry. Prior to his appointment as Publisher of the National Post,
Mr. Fisher served as President, News and Information, Canwest Global Communications Corp., with responsibilities covering newspaper, television and digital information. Other responsibilities of note include roles as editor-in-chief, general
manager and publisher of the Ottawa Citizen; publisher of the Kingston-Whig Standard and managing editor of the Vancouver Sun.

Gillian Akai (Vice
President, Legal Affairs and Corporate Secretary)

Ms. Akai was appointed to the role of Vice President, Legal
Affairs and Corporate Secretary in July 2010. Previously she served as Director, Legal Affairs/Legal Counsel for Canwest Media Inc. from April 2006 to July 2010. Ms. Akai was previously in private legal practice in the Toronto
office of Fraser Milner Casgrain LLP (now Dentons LLP).

Cease Trade Orders or Bankruptcies

Other than as described below, no director or executive officer of Postmedia is, or within ten years before the date hereof,
has been a director, chief executive officer or chief financial officer of any company (including Postmedia) that, (i) was subject to an order that was issued while the director or executive officer was acting in the capacity as director,
chief executive officer or chief financial officer, or (ii) was subject to an order that was issued after the director or officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that
occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. For the purposes of the preceding sentence, order means; (a) a cease trade order; (b) an order
similar to a cease trade order; or (c) an order that denied the relevant company access to any exemption under securities legislation.

Other than as described below, to the knowledge of the Corporation, no director or executive officer, or Shareholder holding a
sufficient number of securities to affect materially the control of Postmedia: (a) is at the date hereof, or has been within ten years before the date hereof, a director or executive officer of any company (including Postmedia) that, while that
person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings,
arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) has, or within ten years before the date hereof, become bankrupt, made a proposal under any legislation relating to
bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or Shareholder.

On October 6, 2009, the subordinate voting shares and the non-voting shares of Canwest Global were suspended from
trading on the TSX while a review to determine whether the company was meeting the continued listing requirements was conducted. On October 15, 2009, Canwest Global received a notice from the TSX informing the company that its subordinate
voting shares and non-voting shares would be delisted from the exchange effective November 13, 2009 for failure to meet the continued listing requirements. In response to this notice, on November 13, 2009, Canwest Global announced that its
subordinate voting shares and non-voting shares would begin trading on the TSX Venture Exchange effective November 16, 2009. Messrs. Paul Godfrey, the President and Chief Executive Officer of Postmedia and Douglas Lamb, Executive Vice
President and Chief Financial Officer of Postmedia, were senior officers of certain subsidiaries of Canwest Global throughout the period described above.



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Prior to their mandates with Postmedia, Messrs. Godfrey, Lamb, and
Ms. Hall were executive officers of certain of the LP Entities or one of the LP Entities wholly-owned subsidiaries. On January 8, 2010, the Ontario Superior Court of Justice issued an order that, among other things, granted the LP
Entities protection from their creditors under the CCAA. Postmedia acquired substantially all of the newspaper and digital media businesses previously owned by the LP Entities pursuant to a plan of compromise or arrangement that was implemented
during the course of the LP Entities proceedings under the CCAA. On April 24, 2013, the Ontario Superior Court of Justice made an order terminating the CCAA proceedings of the LP Entities.

Mr. Godfrey served on the board of directors of Mobilicity (formerly known as Data & Audio Visual Enterprises
Mobilicity), from November 20, 2008 to April 30, 2013. Mobilicity sought and received CCAA protection on September 30, 2013.

Mr. Savage was a director of Microcell Inc. when it filed for protection under the CCAA.Mr. Savage was a
director of Sun-Times Media Group, Inc. (Sun Times), formerly Hollinger International Inc. (Hollinger). He served as a director of that company from July, 2003 until November, 2009. On June 1, 2004, the
Ontario Securities Commission issued a permanent management cease trade order (the Ontario Cease Trade Order) against the insiders of Hollinger for failing to file its interim financial statements and interim managements
discussion and analysis for the three-month period ended March 31, 2004 and its annual financial statements, managements discussion and analysis and annual information form for the year ended December 31, 2003. In addition, the
British Columbia Securities Commission issued a cease trade order against an insider of Hollinger resident in British Columbia on May 21, 2004, as updated on May 31, 2004 (the BC Cease Trade Order). The Ontario Cease
Trade Order was allowed to expire on January 9, 2006 and is no longer in effect. The BC Cease Trade Order was revoked on February 10, 2006 and is no longer in effect. Sun Times filed for protection under Chapter 11 of the USBC in
April 2009.

Mr. Shapiro was a director of Readers Digest Association Inc. (Readers
Digest) until August 2009. Readers Digest filed for protection under Chapter 11 of the USBC in August 2009, after Mr. Shapiros departure from its board.

Mr. Nisenholtz was appointed to the Board of Trustees of Yellow Pages Income Fund, a predecessor of Yellow Media Inc., on
May 9, 2006. Upon the conversion of the fund into a Canadian corporation on November 1, 2010, Mr. Nisenholtz became a director of Yellow Media Inc. Yellow Media Inc. announced a Recapitalization on July 23, 2012 which was
implemented and became effective on December 20, 2012. The Recapitalization was implemented in accordance with a court approved Plan of Arrangement under the CBCA pursuant to which the former securities of Yellow Media Inc. and all entitlements
relating thereto were exchanged and cancelled for, as applicable, cash and common shares and warrants of Yellow Media Limited, and new senior secured notes and new senior subordinated exchangeable debentures of YPG Financing Inc. (formerly known as
Yellow Media Inc.). YPG Financing Inc. is a wholly-owned subsidiary of Yellow Media Limited. The Recapitalization reduced the Corporations debt, including preferred shares, by approximately $1.5 billion.

Penalties or Sanctions

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



33



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Conflicts of Interest

Mr. Shapiro is a Founding Partner and Portfolio Manager at GoldenTree, and is a member of its Executive Committee.
GoldenTree is located at 300 Park Avenue, 21st Floor, New York, New York, 10022 USA. GoldenTree, and certain investment funds for which it serves as investment adviser, own 15,332,337 Variable Voting Shares as at November 17, 2014 (see
Item 7  Major Shareholders and Related Party Transactions) and a portion of the First-Lien and Second-Lien Notes, both as issued by Postmedia Network Inc. GoldenTrees combined debt and equity holdings may give rise to
a potential conflict of interest. On October 6, 2014, Postmedia entered into a Standby Purchase Agreement, as described further in Item 4.A History and Development of the Company - Incorporation, pursuant to which GoldenTree
has agreed to take up any subscription receipts not otherwise subscribed for under the Rights Offering. The Standby Purchase Agreement may give rise to a potential conflict of interest.

Nominating Agreement

On
July 13, 2010 Postmedia entered into a nominating agreement with GoldenTree, a principal Shareholder. Pursuant to this agreement, for so long as GoldenTree (or certain investment funds for which GoldenTree serves as investment adviser)
beneficially owns or exercises control or direction over a minimum of 10% of the outstanding Shares of Postmedia, GoldenTree has the right to select one individual, who shall be presented to the Shareholders of Postmedia as part of managements
proposed list of nominees to serve as a director on the Board of Postmedia at any Shareholder meeting at which directors of Postmedia are being elected. The current nominee of GoldenTree on the Board is Mr. Shapiro. Upon termination of the
agreement the then current nominee of GoldenTree shall fulfill his or her term as member of the Board and GoldenTree shall cease to have any nomination rights on a going forward basis.



|B. | Compensation.
|-- | -------------

The following discussion and analysis examines the compensation earned by the Corporations President and Chief Executive
Officer (the CEO), the Executive Vice President and Chief Financial Officer (the CFO) and the three other most highly compensated executive officers (collectively, the Named Executive Officers
or NEOs), who served as executive officers of the Corporation for the year ended August 31, 2014 (Fiscal 2014). In addition, it describes and explains Postmedias compensation philosophy and objectives
and the significant elements of compensation of the Corporations NEOs during Fiscal 2014.

The NEOs for Fiscal 2014
were:



| |  |  | Paul Godfrey, President and Chief Executive Officer
| | - |  | ---------------------------------------------------



| |  |  | Douglas Lamb, Executive Vice President and Chief Financial Officer
| | - |  | ------------------------------------------------------------------



| |  |  | Wayne Parrish, Chief Operating Officer
| | - |  | --------------------------------------



| |  |  | Gordon Fisher, President, Pacific Newspaper Group
| | - |  | -------------------------------------------------



| |  |  | Jeffrey Haar, Executive Vice President, Legal and General Counsel
| | - |  | -----------------------------------------------------------------

Executive Compensation Components and Their Objectives

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



| |  |  | base salary;
| | - |  | ------------



| |  |  | annual short-term incentives (annual bonuses);
| | - |  | ----------------------------------------------



| |  |  | long-term incentives, which include stock options and restricted share units;
| | - |  | -----------------------------------------------------------------------------



| |  |  | pension benefits; and
| | - |  | ---------------------



| |  |  | perquisites.
| | - |  | ------------



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##### Table of Contents

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

(i) Salary

Base salary remunerates executives for discharging job requirements. The NEOs base salary represents a fixed level of cash
compensation and it is reviewed annually by the Compensation and Pension Committee, with recommendations to the Board for their approval, with the goal of ensuring that each NEO is paid fairly, taking into consideration the requirements of the
position, the executives performance, knowledge, skills, experience and equity with other executives within Postmedia and compared to the external market for competitiveness. The Corporations policy is to target base salary compensation
for the NEOs at the median level or just above, based on external market considerations, organizational and individual performance. The NEOs total compensation is also reviewed based upon the comparator group recommended by Hugessen (see
Item 6C. Board Practices  Competitive Benchmarking).

(ii) Annual Short-term Incentive Plan (STIP)

The STIP represents variable cash compensation. Short-term incentive targets for the NEOs are expressed as a
percentage of base salary and are determined based on competitive market practices. The program is designed to attract and motivate executive performance. The Compensation and Pension Committee recommends for approval by the Board the short-term
incentive plan design, performance measures, weightings and targets for each fiscal year.

The Corporations policy
is to target short-term incentives at median for the NEOs with the purpose of being externally competitive while incenting for maximum performance to achieve Company goals.

In designing the STIP, the goal is to align the payouts with the business strategy and to motivate plan participants to
achieve defined goals. The CEO is eligible for 100% of base salary at target and the other four NEOs are eligible for 50% of base salary at target. The short-term incentives all have a maximum payout opportunity equal to 150% of target.

For Fiscal 2014, consistent with the prior fiscal year the Board provided the CEO with discretion to recommend an adjustment
on incentive bonus payments under the STIP subject to the performance of pre-defined and pre-approved criteria (the Discretionary Payout). The Discretionary Payout is subject to Board approval and cannot exceed an established
fixed percentage of the overall STIP. The payout is capped at 150% of target (including any Discretionary Payout).

The
CEO STIP plan design for Fiscal 2014 remained the same as the prior fiscal year, with the minimum payout threshold set at 80% of performance target. The payout is capped at 150% when performance reaches 120% of target (payouts are graduated
proportionately for achievements between 80% and 100% and between 100% and 120% of target).

The plan STIP for the other
four NEOs remained the same as the prior fiscal year with the minimum payout threshold set at 85% of performance target. The payout is capped at 150% of target when performance achievement reaches 125% of performance target (payouts are graduated
proportionately for achievements between 85% and 100% and between 100% and 125% of target).

In October 2014, the
Board approved a plan payout for Fiscal 2014 based upon the level of achievement of the target (established for purposes of the STIP) based on the corporate performance of consolidated operating profit before depreciation amortization, impairment
and restructuring (the Consolidated Operating Profit Target). The threshold performance target described above was met for the CEO, but was not met for the other NEOs. The Compensation and Pension Committee sets the targets for
the STIP based on the organizational strategic plan and budget. Targets reflect the challenges facing the publishing industry and align with industry trends.



35



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##### Table of Contents

The Consolidated Operating Profit Target established for the STIP for Fiscal 2014
was $133 million, whereas the actual achievement was $110 million.

The short-term incentive award targets and the payout
achievement of these targets in Fiscal 2014 for the NEOs of the Corporation are as follows:



|                 |  |                                                 |     |   |                              |  |         |                              |  |  |        | 
|---------------- |  | ----------------------------------------------- | --- | - | ---------------------------- |  | ------- | ---------------------------- |  |  | ------ | 
|Participant Name |  | Fiscal 2014 TargetPayout (as a % ofbase salary) |     |   | Fiscal 2014 Target Payout($) |  |         | Fiscal 2014 ActualPayout ($) | 
|Paul Godfrey     |  |                                                 | 100 | % |                              |  | 950,000 |                              |  |  | 99,750 | 
|Douglas Lamb     |  |                                                 | 50  | % |                              |  | 225,000 |                              |  |  |       | 
|Wayne Parrish    |  |                                                 | 50  | % |                              |  | 237,500 |                              |  |  |       | 
|Gordon Fisher    |  |                                                 | 50  | % |                              |  | 200,000 |                              |  |  |       | 
|Jeffrey Haar     |  |                                                 | 50  | % |                              |  | 150,000 |                              |  |  |       | 

(iii) Long-term Incentive Plans

The Corporation has an Option Plan (as defined herein) and a RSU Plan (as defined herein) that are intended to, among other
things, attract, motivate and retain certain executive officers and other grantees and align their interests with the interests of Shareholders. The long-term incentive programs are designed to reward performance over a ten year period, and vest
over a four year period, and are provided to senior leaders in value driven roles and key contributors who are critical to the organizations future. (See Option Plan and RSU Plan).

Pension Plan

Postmedia
maintains a defined benefit pension plan (the Pension Plan) for its executives, however it does not offer a supplemental executive retirement plan. The benefit formula takes into consideration the members pensionable
earnings and credited service in the Pension Plan along with the maximum Canada Pension Plan levels. The formula is: 1.25% multiplied by the final average earnings up to the average yearly maximum pensionable earnings multiplied by the credited
service plus 1.75% multiplied by the final average earnings in excess of the average yearly maximum pensionable earnings multiplied by the credited service. The Pension Plan averages the members best five years of pensionable earnings during
the last ten years prior to retirement or termination.

The maximum pension payable under the Pension Plan is as
prescribed by the Tax Act. The executive officers and all participants contribute an amount of 2.5% of pensionable earnings to the Pension Plan up to the yearly maximum pensionable earnings and 5% thereafter.

The Pension Plan also provides for an early retirement subsidy for the executive officers and all participants who take early
retirement following the attainment of both age 62 and ten years of continuous service. A participant retiring after age 55 but before age 62 with ten or more years of continuous years of service may elect to receive an unreduced deferred retirement
income payable at age 62. For a participant retiring after age 55 but before age 62 with less than ten years of continuous employment, the pension is reduced by a factor of one-third of 1% for each complete month by which the early retirement date
precedes the normal retirement date.

Messrs. Lamb, Parrish and Haar all participate in the Pension Plan.
Mr. Godfrey is not eligible to participate in the Pension Plan because he has exceeded the maximum age to be eligible to participate and Mr. Fisher is in receipt of the pension benefit under the Pension Plan.



36



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##### Table of Contents

Defined Benefit Plan Table as of August 31, 2014



|                  |  |                                  |      |  |                            |  |        |                                                        |  |  |                            |  |  |                                |         |  |                                                         |  |        |  |  |  |        |  |  |  |         | 
|----------------- |  | -------------------------------- | ---- |  | -------------------------- |  | ------ | ------------------------------------------------------ |  |  | -------------------------- |  |  | ------------------------------ | ------- |  | ------------------------------------------------------- |  | ------ |  |  |  | ------ |  |  |  | ------- | 
|Participant Name  |  | Numberof YearsCreditedService(#) |      |  | Annual BenefitsPayable ($) |  |        | OpeningPresent Valueof DefinedBenefitObligation ($)(1) |  |  | CompensatoryChange ($) (1) |  |  | Non-CompensatoryChange ($) (1) |         |  | ClosingPresent Valueof DefinedBenefitObligation ($) (1) | 
|                  |  |                                  |      |  | At YearEnd                 |  |        | At Age65                                               |  |  |                            |  |  |                                |         |  |                                                         |  |        |  | 
|Douglas Lamb      |  |                                  | 2.7  |  |                            |  | 7,400  |                                                        |  |  | 42,500                     |  |  |                                | 56,000  |  |                                                         |  | 14,000 |  |  |  | 29,200 |  |  |  | 99,200  | 
|Wayne Parrish     |  |                                  | 2.8  |  |                            |  | 7,800  |                                                        |  |  | 24,900                     |  |  |                                | 67,800  |  |                                                         |  | 16,200 |  |  |  | 28,700 |  |  |  | 112,700 | 
|Jeffrey Haar      |  |                                  | 2.3  |  |                            |  | 6,500  |                                                        |  |  | 52,900                     |  |  |                                | 35,800  |  |                                                         |  | 11,000 |  |  |  | 26,200 |  |  |  | 73,000  | 
|Gordon Fisher (2) |  |                                  | 21.3 |  |                            |  | 52,600 |                                                        |  |  | 52,600                     |  |  |                                | 714,200 |  |                                                         |  |       |  |  |  | 50,600 |  |  |  | 764,800 | 



Notes:



|(1) | An actuarial valuation of the Pension Plan was completed as at December 31, 2013 for funding purposes and these results were extrapolated to
August 31, 2014 for accounting purposes. The present value of the obligation was determined using the Projected Unit Credit Method pro-rated on service. Calculations are made based upon a discount rate assumption of 4.00%. Compensatory change
consists of normal cost net of employee contributions. Non-compensatory change consists of interest on the present value of the defined benefit obligation and employee contributions. Mr. Fishers non-compensatory change is due to interest
on the present value of the defined benefit obligation, changes to the assumptions and pension payments made to Mr. Fisher under the Pension Plan.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Mr. Fisher is currently receiving annual benefits under the Pension Plan of $52,600 based on an election of joint and survivor pension and
credited service of 21.3 years at attainment of the pension benefit.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Benefits and Perquisites

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



37



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##### Table of Contents

Summary Compensation Table

The following table summarizes the annual compensation provided for services rendered to Postmedia by its NEOs for Fiscal 2014,
2013 and 2012.



|                                                                 |  |               |  |           |                        |      |                      |  |        |                           |  |  |                                          |          |  |                         |                  |      |                              |  |        |                          |  |  |                     |  |  |  |                        |             |  |  |                              | 
|---------------------------------------------------------------- |  | ------------- |  | --------- | ---------------------- | ---- | -------------------- |  | ------ | ------------------------- |  |  | ---------------------------------------- | -------- |  | ----------------------- | ---------------- | ---- | ---------------------------- |  | ------ | ------------------------ |  |  | ------------------- |  |  |  | ---------------------- | ----------- |  |  | ---------------------------- | 
|Name and Principal Position                                      |  | FiscalYear    |  | Salary($) |                        |      | Share-BasedAwards($) |  |        | Option-BasedAwards($) (1) |  |  | Non-EquityIncentive PlanCompensation ($) |          |  | PensionValue($) (2)     |                  |      | All OtherCompensation($) (3) |  |        | TotalCompensation($) (1) | 
|                                                                 |  |               |  |           |                        |      |                      |  |        |                           |  |  | AnnualShort-TermIncentivePlans (4)       |          |  | Long-TermIncentivePlans |                  |      |                              |  |        |                          |  |  |                     | 
|                                                                 |  |               |  |           |                        |      |                      |  |       
|Paul Godfrey (5)President and Chief Executive Officer            |  | 20142013
2012 |  |           | 950,000950,000
950,000 |      |                      |  |   
 |                           |  |  | 188,000
                               | (6)      |  |                         | 99,750579,500
  |      |                              |  |   
 |                          |  |  |   
              |  |  |  | 181,638151,338 167,832 | (7) (7)
(7) |  |  | 1,419,3881,680,838
1,117,832 | 
|                                                                 |  |               |  |           |                        |      |                      |  |       
|Douglas LambExecutive Vice President and Chief Financial Officer |  | 20142013
2012 |  |           | 450,000450,000
450,000 |      |                      |  |   
 |                           |  |  | 61,100
                                | (6)      |  |                         |   62,437
75,000 | (8)  |                              |  |   
 |                          |  |  | 14,00016,400
8,100  |  |  |  |   
                 |             |  |  | 525,100528,837
533,100       | 
|                                                                 |  |               |  |           |                        |      |                      |  |       
|Wayne ParrishChief Operating Officer                             |  | 20142013
2012 |  |           | 475,000475,000
475,000 |      |                      |  |   
 |                           |  |  | 61,100
584,000                          | (6) 
(9) |  |                         |   65,906
      |      |                              |  |   
 |                          |  |  | 16,20018,100
11,800 |  |  |  |   
                 |             |  |  | 552,300559,006
1,070,800     | 
|                                                                 |  |               |  |           |                        |      |                      |  |       
|Gordon FisherPresident, Pacific Newspaper Group                  |  | 20142013
2012 |  |           | 400,000400,000
400,000 |      |                      |  |   
 |                           |  |  | 14,100
                                | (6)      |  |                         |   71,417
      |      |                              |  |   
 |                          |  |  |   
              |  |  |  |   400,150
98,670      | (10)
(10)   |  |  | 414,100871,567
498,670       | 
|                                                                 |  |               |  |           |                        |      |                      |  |       
|Jeffrey HaarExecutive Vice President, Legal and General Counsel  |  | 20142013
2012 |  |           | 300,000300,000
193,270 | (11) |                      |  |   
 |                           |  |  | 37,600
146,000                          | (6) 
(9) |  |                         |   41,625
64,000 | (12) |                              |  |   
 |                          |  |  | 11,00012,700
      |  |  |  |   
                 |             |  |  | 348,600354,325
403,270       | 



Notes:



|(1) | The total compensation value includes the estimated value of Options (as defined below) granted during the applicable fiscal periods as determined
using the Black-Scholes option pricing model as this is an acceptable methodology in accordance with International Financial Reporting Standards. Option-based awards only represent an estimated value of the Options granted and do not represent cash
received by the NEO. This amount is at risk and may be equal to zero. Accordingly, the total compensation value does not represent the true cash compensation earned by the NEO. The class of Shares underlying the Options is determined at the
discretion of the Board. Since October 2013, the class of Shares underlying the Options has been Variable Voting Shares.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Refer to the Pension Plan  Defined Benefit Plan Table as of August 31, 2014 for additional details.
|--- | ------------------------------------------------------------------------------------------------------

|(3) | The value of perquisites and benefits for the NEOs, other than Messrs. Godfrey and Fisher, do not exceed either $50,000 or 10% of the NEOs
annual salary, and are therefore not included in All Other Compensation.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | The annual short-term incentive plan compensation in the above table relating to Fiscal 2014 was accrued in Fiscal 2014 and will be paid in Fiscal
2015. The annual short-term incentive plan compensation relating to Fiscal 2013 was accrued in Fiscal 2013 and paid in Fiscal 2014. The annual short-term incentive plan compensation relating to Fiscal 2012 was accrued in Fiscal 2012 and paid in
Fiscal 2013.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Mr. Godfrey does not receive any compensation for serving as director of the Corporation.
|--- | -----------------------------------------------------------------------------------------

|(6) | Messrs. Godfrey, Lamb, Parrish, Fisher and Haar were granted 200,000, 65,000, 65,000, 15,000, and 40,000 Options, respectively, on
February 24, 2014. The Options had a grant date fair value of $0.94 which was determined using the Black-Scholes option pricing model. Key assumptions used in the model were an exercise price of Shares of $2.02, risk free rate of interest of
1.38% based on the Bank of Canada five year benchmark bond yield in effect on the date of grant, dividend yield of nil, a volatility factor of 52.73% based in part on the volatility of the Corporations Shares and the volatility of the shares
of similar companies in the media and publishing industry and an expected life of options of 5 years based partly on contractual terms and a published academic study. These Options expire on October 24, 2023.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | This amount includes entertainment expenses totaling $109,976 (2013 - $79,742) (2012 - $107,831).
|--- | -------------------------------------------------------------------------------------------------

|(8) | This amount represented a $75,000 discretionary bonus for Fiscal 2012.
|--- | ----------------------------------------------------------------------

|(9) | Messrs. Haar and Parrish were granted 50,000 and 200,000 Options, respectively, on January 26, 2012. The Options had a grant date fair
value of $2.92 which was determined using the Black-Scholes option pricing model. Key assumptions used in the model were a weighted average exercise price of Shares of $6.43, risk free rate of interest of 1.33% based on the Bank of Canada five year
benchmark bond yield in effect on the date of grant, dividend yield of nil, a volatility factor of 54% based in part on the volatility of the Corporations Shares and the volatility of the shares of similar companies in the media and publishing
industry and an expected life of options of 5 years based partly on contractual terms and a published academic study. These Options expire on January 26, 2022.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | This amount includes a discretionary retention bonus for Fiscal 2013 and Fiscal 2012 of $366,000 and $75,000 respectively. The Corporation may
consider similar payments in future years.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Mr. Haar commenced employment with Postmedia on January 9, 2012. Mr. Haars salary on an annualized basis in Fiscal 2012 was
$300,000.
|---- | --------------------------------------------------------------------------------------------------------------------------------------

|(12) | For Fiscal 2012 this amount represented a $64,000 contractual bonus.
|---- | --------------------------------------------------------------------



38



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##### Table of Contents

Performance Graph

The graph set out below illustrates the cumulative total return over the period from June 14, 2011 (Postmedias
listing date on the TSX) to August 31, 2014, of a $100 investment in the Voting Shares and Variable Voting Shares as compared to the S&P / TSX Composite Index.

The year-end values of each investment are based solely on the change in the underlying Share price as no dividends were paid.
The calculations exclude brokerage fees and any applicable taxes. Total Shareholder returns from each investment may be calculated from the year-end investment values shown below the graph.



LOGO



Note:

The data points in
the performance graph above reflect the initial investment of $100 on June 14, 2011; the investments performance for the period covering June 14, 2011 to August 31, 2011; and the investments performance for the years
ending August 31, 2012, 2013 and 2014.

Pay For Performance

The Corporation evaluates and considers the compensation of the NEOs with a pay for performance perspective. Although a portion
of the NEOs aggregate compensation as shown in the Summary Compensation Table is composed of option-based awards, which link part of the NEOs compensation with the underlying performance of the Shares and thereby with
Shareholder returns, the Compensation and Pension Committee does not base its compensation decisions on the trading price of the Shares of the Corporation. The Compensation and Pension Committee believes the trading price of the Shares is affected
by external factors over which the Corporation has little or no control and certain of these external factors do not necessarily reflect the operating performance of the Corporation. Compensation payouts are based on key financial targets that
reflect the organizational strategic plan and budgets. Budget targets, set on an annual basis, reflect the significant challenges facing the publishing industry. Compensation plans are working as expected as shown in the Summary
Compensation Table, indicated by the differentiation in payouts based on achievement of targets.



39



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##### Table of Contents

Incentive Plan Awards

Option Plan

The
stock option plan (the Option Plan) is intended to assist the Corporation in attracting, motivating and retaining officers and employees by granting the right to purchase Shares (Options), as applicable, under
the Option Plan, in order to allow them to participate in the long-term success of the Corporation and to promote a greater alignment of their interests with the interests of the Shareholders of the Corporation.

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

The maximum number of Shares that may be reserved for issuance at
any time for the exercise of Options under the Option Plan is 3,000,000 Shares representing 7.5% of the total number of Shares issued and outstanding. As of August 31, 2014, 2,310,000 Options, including 600,000 tandem Options/RSUs, or 77.0% of
the number of Options that are reserved for issuance, have been granted under the Option Plan, representing 5.7% of the total number of Shares issued and outstanding. Therefore, there are currently 690,000 Options available to be granted under the
Option Plan representing 1.7% of the total number of Shares issued and outstanding. All Options will have a fixed exercise price, which shall not be less than the fair market value at the date of grant, being the volume-weighted average closing
price of the applicable Shares on the TSX for the five trading days in which the Shares have actually traded immediately preceding such date, or if the Shares are not listed and posted for trading on any stock exchange, the fair market value of the
Shares as determined by the Board in its sole discretion (Fair Market Value). At the election of a Participant, in lieu of exercising an Option a Participant may instead choose to surrender such Option, in whole or in part, in
consideration of (i) the difference between the Fair Market Value on the date of exercise of the Shares subject to the Option and the exercise price for such Option (the Option Value) in the form of Shares, or (ii) the
Option Value in the form of cash, subject to the consent of Postmedia. The term of any Option shall expire on the tenth anniversary of the date of grant, unless otherwise specified by the Plan Administrator at the time of grant, subject to extension
of up to ten business days in the event the expiration of an Option would otherwise occur during or within two business days after the end of a Blackout Period (as defined in the Option Plan). Options (including the rights attached thereto) are
non-assignable and non-transferable except through devolution by death. The terms and conditions of Options granted under the Option Plan are subject to adjustments in certain circumstances, at the discretion of the Plan Administrator.

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



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

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



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

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

RSU Plan

The restricted share unit plan (the RSU Plan) provides for the grant of the right to acquire
any number of fully paid and non-assessable Shares, as applicable, in accordance with the terms of the RSU Plan (RSUs) to Participants, being current part-time or full-time officers, employees or consultants of Postmedia or
certain related entities. The maximum aggregate number of Shares issuable pursuant to RSUs outstanding at any time under the RSU Plan shall not exceed 600,000 Shares. Effective July 13, 2010, Postmedia granted 600,000 RSUs to Mr. Godfrey
as part of the tandem Options/RSUs (Tandem Award) described under Employment Agreements - President and Chief Executive Officer and, as a result, there are currently no RSUs available to be granted under the RSU
Plan.

The RSU Plan is administered by the Board. In administering the RSU Plan, the Board may determine, among other
things, Participants to whom RSUs are granted and the amounts, terms and vesting dates of RSUs. Each RSU will be settled for one Share, without payment of additional consideration, after such RSU has vested; however, at any time, a Participant may
request in writing, upon exercising vested RSUs, subject to the consent of Postmedia, that Postmedia pay an amount in cash equal to the aggregate current Fair Market Value of the Shares on the date of such exercise in consideration for the surrender
by the Participant to Postmedia of the rights to receive Shares under such RSUs. The Board may in its sole discretion accelerate the vesting date for all or any RSUs for any Participant at any time and from time to time. RSUs are non-transferable.
The terms and conditions of RSUs granted under the RSU Plan will be subject to adjustments in certain circumstances, in the discretion of the Board.

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



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

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



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The Board may amend the RSU Plan without Shareholder approval in certain
instances, including, but not limited to: (i) for the purpose of making formal, minor or technical modifications to any of the provisions of the Plan, including amendments of a housekeeping nature; (ii) to correct any
ambiguity, defective provision, error or omission in the provisions of the plan; (iii) to amend the vesting, redemption or payment provisions of the plan or any RSUs; (iv) to change the termination provisions of RSUs or the plan that does
not entail an extension beyond the original expiry date; (v) to facilitate a cash payment; or (vi) any other amendment that does not require Shareholder approval under applicable laws or the applicable rules of the TSX, provided that no
such amendment of the plan may be made without the consent of each affected Participant if such amendment would adversely affect the rights of such affected Participant for RSUs previously granted. Shareholder approval will be required for any
amendment to the RSU Plan to: (a) extend the term of RSUs; (b) increase the maximum number of Shares which may be issued under the plan, subject to certain exceptions in connection with a reorganization or other event affecting the capital
of Postmedia; (c) remove or exceed the insider participation limit; and (d) amend the amendment provisions of the plan.

Outstanding
Share-Based Awards and Option-Based Awards

The table below sets forth information related to Options held by the
NEOs as at August 31, 2014 (to which there has been no change to November 17, 2014):



|                 |  |                                                           |         |  |                        |      |      |                                                |                        |                        |  |                  |                                                |  |  |                                        |   |  |                                                                    |   |   |  |  |   |   | 
|---------------- |  | --------------------------------------------------------- | ------- |  | ---------------------- | ---- | ---- | ---------------------------------------------- | ---------------------- | ---------------------- |  | ---------------- | ---------------------------------------------- |  |  | -------------------------------------- | - |  | ------------------------------------------------------------------ | - | - |  |  | - | - | 
|                 |  | Option-based Awards                                       |         |  | Share-based Awards     |     
|Name             |  | Number ofSecuritiesUnderlyingUnexercisedOptions (1)(2)(#) |         |  | OptionExercisePrice($) |      |      | Class of Shares
underlying the Options
Granted |                        | Option ExpiryDate      |  |                  | Value ofUnexercisedIn-the-MoneyOptions (3) ($) |  |  | Number ofShares thathave notVested (#) |   |  | Market or PayoutValue of Share-based Awardsthat have notvested ($) |  
|Paul Godfrey (4) |  |                                                           | 400,000 |  |                        |      | 9.85 |                                                |                        | Voting Shares          |  |                  | July 13, 2020                                  |  |  |                                        |  |  |                                                                    |   |  |  |  |   |  | 
|                 |  | 200,000                                                   |         |  |                        | 2.02 |      |                                                | Variable Voting Shares |                        |  | October 24, 2023 |                                                |  |  | 18,000                                 |   |  |                                                                    |  |   |  |  |  |  
|Douglas Lamb     |  |                                                           | 200,000 |  |                        |      | 9.85 |                                                |                        | Voting Shares          |  |                  | July 13, 2020                                  |  |  |                                        |  |  |                                                                    |   |  |  |  |   |  | 
|                 |  | 65,000                                                    |         |  |                        | 2.02 |      |                                                | Variable Voting Shares |                        |  | October 24, 2023 |                                                |  |  | 5,850                                  |   |  |                                                                    |  |   |  |  |  |  
|Wayne Parrish    |  |                                                           | 200,000 |  |                        |      | 6.53 |                                                |                        | Voting Shares          |  |                  | January 26, 2022                               |  |  |                                        |  |  |                                                                    |   |  |  |  |   |  | 
|                 |  | 65,000                                                    |         |  |                        | 2.02 |      |                                                | Variable Voting Shares |                        |  | October 24, 2023 |                                                |  |  | 5,850                                  |   |  |                                                                    |  |   |  |  |  |  
|Gordon Fisher    |  |                                                           | 200,000 |  |                        |      | 9.85 |                                                |                        | Voting Shares          |  |                  | July 13, 2020                                  |  |  |                                        |  |  |                                                                    |   |  |  |  |   |  | 
|                 |  | 15,000                                                    |         |  |                        | 2.02 |      |                                                | Variable Voting Shares |                        |  | October 24, 2023 |                                                |  |  | 1,350                                  |   |  |                                                                    |  |   |  |  |  |  
|Jeffrey Haar     |  |                                                           | 50,000  |  |                        |      | 5.68 |                                                |                        | Variable Voting Shares |  |                  | January 26, 2022                               |  |  |                                        |  |  |                                                                    |   |  |  |  |   |  | 
|                 |  | 40,000                                                    |         |  |                        | 2.02 |      |                                                | Variable Voting Shares |                        |  | October 24, 2023 |                                                |  |  | 3,600                                  |   |  |                                                                    |  |   |  |  |  |  



Notes:



|(1) | Includes both vested and unvested Options.
|--- | ------------------------------------------

|(2) | The class of Shares underlying the Options is determined at the discretion of the Board. Since October 2013, the class of Shares underlying
the Options has been Variable Voting Shares.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | This column contains the aggregate value of the in-the-money vested and unvested unexercised Options as of August 31, 2014, computed using the
weighted average share price for the five trading days in which Shares have actually traded immediately preceding August 31, 2014, of $1.53 for the Voting Shares and $2.11 for the Variable Voting Shares. The Options have not been and may never
be exercised and the actual gain, if any, on exercise will depend on the value of the Voting Shares or Variable Voting Shares on the date of such exercise.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Does not include Mr. Godfreys Tandem Award. The Tandem Award is further described in Employment Agreements  President and
Chief Executive Officer.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------



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Value Vested or Earned During the Year

The following table summarizes the value of share-based awards and option-based awards that would have been realized by each
NEO during Fiscal 2014 if the share-based awards and option-based Awards that vested in Fiscal 2014 had been exercised on their vesting date:



|              |  |                                                          |   |  |                                                         |  |         |                                                                            |  |  |        | 
|------------- |  | -------------------------------------------------------- | - |  | ------------------------------------------------------- |  | ------- | -------------------------------------------------------------------------- |  |  | ------ | 
|Name          |  | Option-Based Awards -Value Vested Duringthe Year ($)
(1) |   |  | Share-Based Awards -Value Vested During theYear ($) (2) |  |         | Non-Equity IncentivePlan Compensation -Value Earned During theYear ($)
(3) | 
|Paul Godfrey  |  |                                                          |  |  |                                                         |  | 171,600 |                                                                            |  |  | 99,750 | 
|Douglas Lamb  |  |                                                          |  |  |                                                         |  |        |                                                                            |  |  |       | 
|Wayne Parrish |  |                                                          |  |  |                                                         |  |        |                                                                            |  |  |       | 
|Gordon Fisher |  |                                                          |  |  |                                                         |  |        |                                                                            |  |  |       | 
|Jeffrey Haar  |  |                                                          |  |  |                                                         |  |        |                                                                            |  |  |       | 



Notes:



|(1) | For Messrs. Godfrey, Lamb and Fisher the value of the Options granted which vested in Fiscal 2014 were computed using the weighted average
share price for the five trading days in which Shares have actually traded immediately preceding the vesting date of July 13, 2014 of $1.43 for the Voting Shares and the vesting date of February 24, 2014 of $2.02 for the Variable Voting
Shares. For Messrs. Parrish and Haar the value of the Options granted which vested in Fiscal 2014 were computed using the weighted average share price for the five trading days in which Shares have actually traded immediately preceding the
vesting date of January 26, 2014 of $1.71 for the Voting Shares and $2.10 for the Variable Voting Shares and the vesting date of February 24, 2014 of $2.02 for the Variable Voting Shares. None of the Options issued to the NEOs were
in-the-money on the vesting dates during Fiscal 2014 as the exercise price was in excess of the value of a Voting Share and Variable Voting Share. The Options have not been and may never be exercised and actual gain, if any, on exercise will depend
on the value of the Voting Shares and Variable Voting Shares on the date of such exercise.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | One-fifth of the Tandem Award granted in 2010, which equals 120,000 RSUs, vested on July 13, 2014. The value of the Tandem Award which vested
in Fiscal 2014 was computed using the weighted average for the five trading days in which Shares have actually traded immediately preceding July 13, 2014 of $1.43 for the Voting Shares. Mr. Godfrey has not yet exercised either the vested
Options or vested RSUs associated with this Tandem Award and for purposes of this disclosure we have assumed Mr. Godfrey will exercise the RSUs. The Options associated with this Tandem Award will expire upon the tenth anniversary of the
exercise date, and the RSUs will not expire. There are no exercise prices for RSUs issued under the RSU Plan.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | These amounts are also shown in the Summary Compensation Table under Non-Equity Incentive Plan Compensation.
|--- | --------------------------------------------------------------------------------------------------------------

Employee Share Purchase Plan

The Employee Share Purchase Plan (ESPP) was adopted in 2011 and has not yet been made available to
employees. If implemented, all union and non-union permanent full time and permanent part-time employees of the Corporation, Postmedia Network Inc. or any affiliated company approved by the Board would be permitted to participate in the ESPP,
subject to certain exclusions (including those employees who have been granted Options and those employees who are resident in the United States).

Under the terms of the ESPP, eligible employees of the Corporation who elect to participate shall contribute at least 1% of
their annual base salary (excluding bonus, commission and overtime pay), up to a maximum on an annual basis equal to the lesser of (i) 5% of the employees annual base salary (excluding bonus, commission and overtime pay) and
(ii) $8,000. The Corporation will match all contributions made by the employee by either contributing cash to be used by the administrative agent of the ESPP to purchase Shares on behalf of the employee or issuing Shares from treasury, in each
case having a value equal to 25% of an employees contribution up to an annual maximum of $2,000 per employee. The Shares issued by, or purchased with contributions from, the Corporation will be issued to the employee within, or be subject to a
vesting period of, 12 to 18 months following the employee contribution, respectively. The Corporation may also make additional contributions for any employee or group of employees in the Boards discretion.



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Both employee and employer contributions are used to acquire Shares on behalf of
the employee through either issuances from treasury, open market purchases or a combination of both. Market purchases under the ESPP are made at the market price on the TSX. If employee contributions are used to purchase Shares from treasury, Shares
are issued at the average 30-day closing price on the TSX and the corresponding employer Shares are issued at the same price. If employee Shares are acquired through open market purchases, corresponding employer Shares are issued at the same price.

Employees may withdraw their Shares that are subject to the ESPP, subject to certain employer contribution vesting
provisions. An employees participation in the ESPP terminates if he or she becomes disabled, retires, dies, is no longer eligible for the ESPP or the plan is terminated. On such terminations, all Shares (both vested and unvested) of the
employee subject to the ESPP may be transferred as directed by the employee or sold. An employees participation in the ESPP also terminates if he or she is placed on layoff and all recall rights have been exhausted, or his or her employment is
terminated. On such terminations, or if the employee terminates his or her participation in the plan, only those vested Shares of the employee subject to the ESPP may be transferred as directed by the employee or sold (and the employee will not be
entitled to receive the unvested Shares). The right to participate in the ESPP may not be assigned or transferred.

The
maximum number of Shares that may be issued from treasury under the ESPP is 800,000 Shares. As of the date hereof, no Shares have been issued in respect of the ESPP.

The maximum number of Shares that may be issued from treasury to insiders (as defined in the Securities Act (Ontario))
within any one year period and issuable at any time under the ESPP and all other security based compensation arrangements is 10% of the total number of outstanding Shares on a fully diluted basis.

The Board reserves the right at any time, subject to any regulatory or stock exchange approval that may be required, to amend
the ESPP without prior notice to or approval by Shareholders provided, however, that no amendment or modification shall adversely affect the rights and interests of a participants Shares allocated to his or her account under the ESPP prior to
the date of such amendment. Examples of circumstances where the Board may make amendments without Shareholder approval include, without limitation, amendments that would: (a) make housekeeping or clerical changes; (b) clarify any provision
in the plan; (c) ensure compliance with applicable laws, regulations or policies of any governmental authority or relevant stock exchange; (d) change the class of participants eligible to participate in the plan; and (e) change the
terms and conditions of any financial assistance which may be provided by the Corporation to the participants to facilitate the purchase of Shares under the ESPP, or adding or removing any provisions providing for such financial assistance. No
amendment to the ESPP requiring the approval of the Shareholders of the Corporation under any applicable securities laws or requirements (including without limitation the TSX rules and policies) shall become effective until such approval is
obtained. In addition to the foregoing, the approval of the holders of a majority of the Shares present and voting in person or by proxy at a meeting of Shareholders shall be required for: (a) any amendment to the provisions of the amendment
provision of the ESPP; (b) a reduction in the price at which Shares are issued under the ESPP that benefits an insider of the Corporation; (c) any amendment to remove or to exceed the insider participation limit; and (d) any increase
in the maximum number of Shares issuable under the ESPP.



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Employment Agreements

President and Chief Executive Officer

On July 13, 2010, Mr. Godfrey entered into an employment agreement with Postmedia Network Inc. with an expiry date of
August 31, 2014, the term of which agreement was extended as of June 7, 2013 to December 31, 2016. The employment agreement for Mr. Godfrey provides him with an annual base salary of $950,000 and an annual cash incentive target
opportunity of 100% of his base salary, based on full achievement of the targets (as discussed in Statement of Executive Compensation  Annual Short-Term Incentive Plan) as fixed by the Board, with enhanced eligibility for up
to an additional 50% of Mr. Godfreys base salary, based on exceeding the plan target fixed by the Board by 20% or more (together with prorated amounts for achieving between 80% and 120% of the targets). Pursuant to the terms of the
agreement, Mr. Godfrey subscribed for $1,000,000 of Voting Shares at a price of $9.26 per share (which Shares are currently held in a trust for the benefit of certain members of Mr. Godfreys family). In addition, Mr. Godfrey
received Options (as defined under Option Plan) to acquire 400,000 Voting Shares exercisable at a price of $9.85 per share and a grant of an additional 600,000 tandem Options/RSUs (as defined under RSU Plan).
These tandem Options/RSUs were granted concurrently and, upon the exercise of any or all of such Options, the corresponding number of RSUs will be automatically forfeited by Mr. Godfrey for no consideration and, upon the exercise of any or all
of such RSUs, the corresponding number of Options will be automatically forfeited by Mr. Godfrey for no consideration. Upon the exercise of an Option, Mr. Godfrey will, upon payment of the exercise price, receive one Share in accordance
with the terms of the Option Plan. Upon exercise of an RSU, Mr. Godfrey will receive one Share without payment of additional consideration, however Mr. Godfrey may request in writing upon exercising his vested RSUs, subject to the consent
of Postmedia, to receive the Fair Market Value of the Shares in cash in accordance with the terms of the RSU Plan. In no event will Mr. Godfrey receive more than 600,000 share entitlements (either in the form of Shares or the value of a Share,
as applicable) in respect of the Tandem Award. The Options and RSUs will vest, as to 20% of the Shares subject to each award immediately upon grant and, as to the balance of the Shares subject to each award, equally on each of the first four
anniversaries of the effective date of the employment agreement.

Mr. Godfrey is entitled to receive various employee
benefits and perquisites. The employment agreement provides that if Mr. Godfreys position is terminated without cause by Postmedia Network Inc. or by Mr. Godfrey for good reason, Mr. Godfrey will be paid an
amount equal to the base salary that would have been payable to him until the expiry of the term of his employment agreement as if it had not been terminated. Mr. Godfreys termination clause also provides for an amount equal to the
average of annual cash incentive bonuses paid to Mr. Godfrey for each fiscal year of Postmedia Network Inc. during which Mr. Godfrey was employed with Postmedia Network Inc. prorated for any partial year to the expiry of the term, together
with continuation of benefits, perquisites and allowances to which Mr. Godfrey was entitled at the date of termination for the same period. In the event of a termination of Mr. Godfreys employment by reason of incapacity,
Mr. Godfrey is entitled to the base salary and benefits, perquisites and allowances to which he was entitled at the date of termination to the end of the term. Mr. Godfreys employment agreement also includes non-competition and
non-solicitation covenants effective during the term of employment and post-termination (until the later of 12 months following termination and the entirety of the term of the agreement) in favour of Postmedia Network Inc. The agreement provides
that Mr. Godfreys position is intended to be full-time and exclusive, subject only to the reasonable fulfillment of his responsibilities in connection with his other positions as approved by Postmedia Network Inc. from time to time.
Mr. Godfrey is not eligible for any pension and/or post-retirement income from Postmedia Network Inc.



47



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##### Table of Contents

Other Executive Employment Agreements

The employment agreements for each of Messrs. Lamb, Parrish, Fisher and Haar (each, an Executive)
provide each such Executive with an initial annual base salary ranging from $300,000 to $475,000, subject to annual review by Postmedia Network Inc., and each Executive is eligible for an annual cash incentive target opportunity of 50% of such
Executives base salary, with an opportunity to achieve up to 75% if financial performance is 125% of budget. The awarding of incentives will be based on the financial performance of the Corporation. See Statement of Executive
Compensation  Incentive Plan Awards

Each of the Executives is eligible to participate in the Option Plan
and is entitled to receive various employee benefits and perquisites. Pursuant to the terms of their respective employment agreements, Messrs. Lamb and Parrish exercised rights to subscribe for $200,000 of Shares and Mr. Fisher exercised
his right to subscribe for $500,000 of Shares, each at a price of $9.26 per share. With the exception of Messrs. Lamb and Parrishs employment agreements, the employment agreements provide that, if the Executives position is
terminated without cause by Postmedia Network Inc., they will be paid a lump sum severance payment equivalent to (a) one months base salary for each year of service they have completed on behalf of Postmedia Network Inc. or any
predecessor entity (with a minimum of 18 months up to a maximum of 24 months), and (b) one month of the Executives average annual bonus for each full year of service that they have completed on behalf of Postmedia Network Inc. or any
predecessor entity (with a minimum of 18 months up to a maximum of 24 months). In addition, Mr. Haar will also continue to receive benefits for the severance period of a minimum of 18 months up to a maximum of 24 months. If Mr. Lambs
employment is terminated without cause by Postmedia Network Inc., or due to a change in control, he will be paid a lump-sum severance payment equivalent to two times his base salary, average annual bonus and car allowance, with a minimum payment of
$1,378,800. Mr. Lamb will also continue to receive benefits for a period of 18 months. If Mr. Parrishs employment is terminated without cause, he will be paid a lump-sum severance payment of two times his base salary, average annual
bonus and car allowance. Mr. Parrish will also continue to receive benefits for a period of up to 24 months. The Executives employment agreements also include non-competition and non-solicitation covenants in favour of Postmedia Network
Inc. effective during the term of employment and for a minimum of six months following termination, in the case of the non-competition covenant, and a period of twelve months following termination, in the case of the non-solicitation covenant.



48



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##### Table of Contents

Termination and Change of Control Benefits

The following table summarizes the estimated incremental payments to each NEO in the event of termination without cause and
termination due to incapacity. The payments are calculated as at August 31, 2014. For additional Information, see Employment Agreements.



|                  |                          |                        |  |                                                               |           |  |                                                    |           |           | 
|----------------- | ------------------------ | ---------------------- |  | ------------------------------------------------------------- | --------- |  | -------------------------------------------------- | --------- | --------- | 
|Name              |                          | Compensation Component |  | Estimated IncrementalPayments ForTermination WithoutCause ($) |           |  | Estimated IncrementalPayments Due ToIncapacity ($) |          
|Paul Godfrey (1)  |                          | Base Salary            |  |                                                               | 2,216,667 |  |                                                    |           | 2,216,667 | 
|                  | STIP                     |                        |  | 619,161                                                       |           |  |                                                    |          |          
|                  | Unvested Options         |                        |  | 14,400                                                        |           |  |                                                    | 14,400    |          
|                  | Continuation of Benefits |                        |  | 472,544                                                       |           |  |                                                    | 472,544   |          
|                  |                          |                        |  |                                                               |           |  |                                                    |           |          
|                  | Total                    |                        |  | 3,322,772                                                     |           |  |                                                    | 2,703,611 |          
|                  |                          |                        |  |                                                               |           |  |                                                    |           |           | 
|Douglas Lamb (2)  |                          | Base Salary            |  |                                                               | 1,378,800 |  |                                                    |           |          | 
|                  | Unvested Options         |                        |  | 4,680                                                         |           |  |                                                    |          |          
|                  | Continuation of Benefits |                        |  | 12,923                                                        |           |  |                                                    |          |          
|                  |                          |                        |  |                                                               |           |  |                                                    |           |          
|                  | Total                    |                        |  | 1,396,403                                                     |           |  |                                                    |          |          
|                  |                          |                        |  |                                                               |           |  |                                                    |           |           | 
|Wayne Parrish (3) |                          | Base Salary            |  |                                                               | 950,000   |  |                                                    |           |          | 
|                  | Car Allowance            |                        |  | 28,800                                                        |           |  |                                                    |           |          
|                  | STIP                     |                        |  | 65,906                                                        |           |  |                                                    |          |          
|                  | Unvested Options         |                        |  | 4,680                                                         |           |  |                                                    |          |          
|                  | Continuation of Benefits |                        |  | 17,230                                                        |           |  |                                                    |          |          
|                  |                          |                        |  |                                                               |           |  |                                                    |           |          
|                  | Total                    |                        |  | 1,066,616                                                     |           |  |                                                    |          |          
|                  |                          |                        |  |                                                               |           |  |                                                    |           |           | 
|Gordon Fisher (4) |                          | Base Salary            |  |                                                               | 800,000   |  |                                                    |           |          | 
|                  | STIP                     |                        |  | 71,417                                                        |           |  |                                                    |          |          
|                  | Unvested Options         |                        |  | 1,080                                                         |           |  |                                                    |          |          
|                  |                          |                        |  |                                                               |           |  |                                                    |           |          
|                  | Total                    |                        |  | 872,497                                                       |           |  |                                                    |          |          
|                  |                          |                        |  |                                                               |           |  |                                                    |           |           | 
|Jeffrey Haar (5)  |                          | Base Salary            |  |                                                               | 450,000   |  |                                                    |           |          | 
|                  | STIP                     |                        |  | 31,219                                                        |           |  |                                                    |          |          
|                  | Unvested Options         |                        |  | 2,880                                                         |           |  |                                                    |          |          
|                  | Continuation of Benefits |                        |  | 12,923                                                        |           |  |                                                    |          |          
|                  |                          |                        |  |                                                               |           |  |                                                    |           |          
|                  | Total                    |                        |  | 497,022                                                       |           |  |                                                    |          |          
|                  |                          |                        |  |                                                               |           |  |                                                    |           |           | 



Notes:



|(1) | In the event of the resignation by Mr. Godfrey of his employment due to good reason (as defined in his employment
contract), Mr. Godfrey will be entitled to the same payments as he would be entitled to receive in respect of a termination without cause as described in the table above. Mr. Godfrey will not be entitled to any additional Options or RSUs
after his termination date, but all existing Options and his Tandem Award will continue to vest in accordance with the provisions of the relevant plan. If Mr. Godfreys employment contract is terminated due to incapacity, his unvested
Options under the Option Plan will continue to vest. The value of these unvested Options was calculated using a value of a Voting Share of $1.53 and a value of a Variable Voting Share of $2.11.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | In the event of the resignation by Mr. Lamb of his employment due to a change in control (as defined in his employment contract),
Mr. Lamb will be entitled to the same payments as he would be entitled to receive in respect of a termination without cause as described in the table above. If Mr. Lambs employment contract is terminated due to incapacity, his
unvested Options under the Option Plan will continue to vest. The value of these unvested Options was calculated using a value of a Voting Share of $1.53 and a value of a Variable Voting Share of $2.11.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | If Mr. Parrishs employment contract is terminated due to incapacity, his unvested Options under the Option Plan will continue to vest.
The value of these unvested Options was calculated using a value of a Voting Share of $1.53 and a value of a Variable Voting Share of $2.11.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | If Mr. Fishers employment contract is terminated due to incapacity, his unvested Options under the Option Plan will continue to vest.
The value of these unvested Options was calculated using a value of a Voting Share of $1.53 and a value of a Variable Voting Share of $2.11.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | If Mr. Haars employment contract is terminated due to incapacity, his unvested Options under the Option Plan will continue to vest. The
value of these unvested Options was calculated using a value of a Variable Voting Share of $2.11.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Except for those payments to Mr. Godfrey described in note 1 to the table
above, no incremental payments to the NEOs are triggered upon the event of resignation for good reason.

Except for those payments to Mr. Lamb described in note 2 to the table above and the ability of the Board, at its
discretion, to accelerate the vesting of unvested Options and unvested RSUs, no incremental payments to the NEOs are triggered upon a change in control of the Corporation.

Director Compensation

Annual Fees

The compensation of any director of Postmedia (other than any members of management who receive no compensation for serving on
the Board) has been structured so that a minimum of one-half of such compensation is equity-based. The Chair of the Board receives an annual fee of $270,000. A director who serves as the Chair of the Audit Committee or the Compensation and Pension
Committee receives an annual fee of $170,000 and a director who serves as the Chair of any other committee receives an annual fee of $150,000. Each director who is not the Chair of the Board or the Chair of a committee of the Board is entitled to be
paid an annual fee of $120,000, and each director who is not the Chair of the Board receives an additional fee of $10,000 in respect of each Board committee on which the director serves but does not chair. For the periods in which they served in
such roles, Mr. Godfrey did not receive any compensation for serving as Interim Chair and Mr. Sharpe did not receive any additional compensation for serving as Lead Director. Directors do not receive a fee for each meeting attended unless
it is determined by the Board that an extraordinary number of meetings are being held. Annual fees for all of the directors are paid 50% (or at the election of a particular director, a greater percentage) in the form of a grant of DSUs (as defined
below) and the balance in cash.

Ms. Burke and Messrs. Savage, Shapiro, Sharpe and Steacy who were appointed
prior to, or within 90 days following, July 13, 2010, and Mr. Dow (the Initial Directors), each received one years additional remuneration in the form of DSUs (as defined herein), which vested in three equal
installments over three years, in advance of each such year, and are subject to a performance threshold based on Postmedia achieving an EBITDA (as that term is defined in the applicable Board resolution) of $201.8 million in any one fiscal year. On
January 11, 2012, the threshold was adjusted from $220.0 million to reflect the impact of the divestiture of the Victoria Times Colonist, Lower Mainland Publishing Group and Vancouver Island Newspaper Group on Postmedias consolidated
operating profit before amortization, depreciation, impairment and restructuring. The performance threshold has not been met as of August 31, 2014.

DSUs totaling 393,176 are outstanding and fully vested as at August 31, 2014 under the DSU Plan (as defined herein), with
the Value of a Share (as defined in the DSU Plan) used to determine the number of DSUs granted. Value of a Share means the five-day weighted average closing price of the Voting Shares or Variable Voting Shares, as applicable for
the five trading days in which the applicable Shares have actually traded, or, if the applicable Shares are not trading on the TSX, on the relevant day, the Value of a Share on such stock exchange on which such Shares are listed and posted for
trading as may be selected for such purpose by the Board; however, in the event that the applicable Shares are not listed and posted for trading on any stock exchange, the value of a Share shall be the Fair Market Value thereof. During Fiscal 2014,
the Corporation paid $679,804 in cash payments to its directors and issued 140,543 DSUs as compensation (as described in the Director Compensation Table below) to its directors. During Fiscal 2014 the Corporation settled
Mr. Patons 19,797 DSUs for cash consideration of $29,056. Further, Mr. Patons 113,198 DSUs subject to performance criteria were cancelled as such performance criteria was not satisfied upon payout of the respective DSUs.



50



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##### Table of Contents

Director Compensation Table

The following table describes the compensation that was paid by the Corporation to its non-employee directors during the year
ended August 31, 2014. Mr. Godfrey does not receive any compensation for serving as a director of the Corporation. His compensation for serving as CEO is included under the Summary Compensation Table. The total
compensation received by the Corporations non-employee directors in Fiscal 2014 was approximately $1.3 million.



|                      |  |                    |         |  |                            |  |         |                          |  |  |          |  |  |  |           | 
|--------------------- |  | ------------------ | ------- |  | -------------------------- |  | ------- | ------------------------ |  |  | -------- |  |  |  | --------- | 
|Name                  |  | Fees Earned (1)($) |         |  | Fees Grantedin DSUs (2)($) |  |         | All OtherCompensation($) |  |  | Total($) | 
|Rod Phillips (3)      |  |                    | 76,500  |  |                            |  | 76,500  |                          |  |  |         |  |  |  | 153,000   | 
|Charlotte Burke       |  |                    | 64,400  |  |                            |  | 75,600  |                          |  |  |         |  |  |  | 140,000   | 
|Hugh F. Dow           |  |                    | 70,000  |  |                            |  | 70,000  |                          |  |  |         |  |  |  | 140,000   | 
|Martin Nisenholtz (4) |  |                    | 45,333  |  |                            |  | 45,333  |                          |  |  |          |  |  |  | 90,666    | 
|John Paton (5)        |  |                    | 28,571  |  |                            |  |        |                          |  |  |         |  |  |  | 28,571    | 
|Jane Peverett         |  |                    | 70,000  |  |                            |  | 70,000  |                          |  |  |         |  |  |  | 140,000   | 
|Graham Savage         |  |                    | 90,000  |  |                            |  | 90,000  |                          |  |  |         |  |  |  | 180,000   | 
|Steven Shapiro        |  |                    | 65,000  |  |                            |  | 65,000  |                          |  |  |         |  |  |  | 130,000   | 
|Peter Sharpe          |  |                    | 80,000  |  |                            |  | 80,000  |                          |  |  |         |  |  |  | 160,000   | 
|Robert Steacy         |  |                    | 90,000  |  |                            |  | 90,000  |                          |  |  |         |  |  |  | 180,000   | 
|                      |  |                    |         |  |                            |  |         |                          |  |  |          |  |  |  |           | 
|Total                 |  |                    | 679,804 |  |                            |  | 662,433 |                          |  |  |         |  |  |  | 1,342,237 | 
|                      |  |                    |         |  |                            |  |         |                          |  |  |          |  |  |  |           | 



Notes:



|(1) | Fees earned consist only of those fees paid in cash for the year ended August 31, 2014.
|--- | ---------------------------------------------------------------------------------------

|(2) | Fees totaling $377,800 earned in the form of DSUs for the six months ended August 31, 2014 have not been issued due to a special Blackout
Period. The special Blackout Period has been lifted and the aforementioned DSUs will be issued in accordance with the DSU Plan.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Mr. Phillips commenced directorship on February 5, 2014.
|--- | --------------------------------------------------------

|(4) | Mr. Nisenholtz commenced directorship on February 5, 2014.
|--- | ----------------------------------------------------------

|(5) | Mr. Paton ceased to be a director of the Corporation effective November 4, 2013. On November 19, 2013, Mr. Paton received
payment for DSUs outstanding that were not subject to either market criteria or performance criteria (see Director Compensation  DSU Plan).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

DSU Plan

Postmedia has adopted the deferred share unit plan (the DSU Plan) for the benefit of its non-employee
directors. Under the DSU Plan, except as otherwise specified by the Board, non-employee directors of Postmedia are required to elect to receive a minimum of 50% (and may elect to receive up to 100%) of their annual fees satisfied in the form of
deferred share units (DSUs), and may receive additional grants of DSUs under the DSU Plan from time to time in accordance with the terms of the DSU Plan. The number of DSUs to be credited to a director will be calculated on the
date that fees are payable to such director, by dividing the dollar amount elected by such director in respect of such fees by the Value of a Share (as defined in the DSU Plan) on such date. The vesting conditions (which may include time
restrictions, performance conditions or a combination of both) of each DSU granted under the DSU Plan, will be determined by the Board, and on redemption (which would occur after the holder of the DSUs ceases to serve as a director and is not
otherwise employed by Postmedia) DSUs will be paid out in cash. The DSUs are generally non-transferrable. Whenever cash dividends or distributions are paid on the Shares, additional DSUs will be credited to directors. The Board may discontinue the
DSU Plan at any time or, subject to certain exceptions set out in the DSU Plan, may amend the DSU Plan at any time.



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##### Table of Contents

The table below sets forth information related to DSUs held by Postmedias
directors as at August 31, 2014, based on the year of grant:



|                                        |             |                        |  |                                                      |         |  |                                          |   |         |                                                            |  |        |                                                    |  |  |        |         | 
|--------------------------------------- | ----------- | ---------------------- |  | ---------------------------------------------------- | ------- |  | ---------------------------------------- | - | ------- | ---------------------------------------------------------- |  | ------ | -------------------------------------------------- |  |  | ------ | ------- | 
|Director                                |             | Vesting conditions (1) |  | Number ofDSUsgranted andvestedduring theyear (#) (2) |         |  | Value ofDSUsvestedduring theyear ($) (3) |   |         | Number ofDSUs grantedand vestedas of the endof the year(#) |  |        | Value ofDSUs vestedas of the endof the year($) (3) | 
|Rod Phillips                            |             | No criteria            |  |                                                      | 4,433   |  |                                          |   | 9,354   |                                                            |  |        | 4,433                                              |  |  |        | 9,354   | 
|                                        | Performance |                        |  |                                                     |         |  |                                          |  |         |                                                            |  |       |                                                    |  |  |       |        
|Charlotte Burke                         |             | No criteria            |  |                                                      | 18,667  |  |                                          |   | 39,387  |                                                            |  |        | 39,987                                             |  |  |        | 72,007  | 
|                                        | Performance |                        |  |                                                     |         |  |                                          |  |         |                                                            |  | 14,213 |                                                    |  |  | 21,746 |        
|Hugh F. Dow                             |             | No criteria            |  |                                                      | 17,284  |  |                                          |   | 36,469  |                                                            |  |        | 38,604                                             |  |  |        | 69,089  | 
|                                        | Performance |                        |  |                                                     |         |  |                                          |  |         |                                                            |  | 14,213 |                                                    |  |  | 21,746 |        
|Martin Nisenholtz                       |             | No criteria            |  |                                                      | 2,627   |  |                                          |   | 5,543   |                                                            |  |        | 2,627                                              |  |  |        | 5,543   | 
|                                        | Performance |                        |  |                                                     |         |  |                                          |  |         |                                                            |  |       |                                                    |  |  |       |        
|Jane Peverett                           |             | No criteria            |  |                                                      | 17,284  |  |                                          |   | 36,469  |                                                            |  |        | 17,284                                             |  |  |        | 36,469  | 
|                                        | Performance |                        |  |                                                      |         |  |                                          |  |         |                                                            |  |       |                                                    |  |  |       |        
|Graham Savage                           |             | No criteria            |  |                                                      | 22,223  |  |                                          |   | 46,891  |                                                            |  |        | 49,634                                             |  |  |        | 88,829  | 
|                                        | Performance |                        |  |                                                     |         |  |                                          |  |         |                                                            |  | 18,274 |                                                    |  |  | 27,959 |        
|Steven Shapiro                          |             | No criteria            |  |                                                      | 16,049  |  |                                          |   | 33,863  |                                                            |  |        | 43,284                                             |  |  |        | 75,533  | 
|                                        | Performance |                        |  |                                                     |         |  |                                          |  |         |                                                            |  | 13,198 |                                                    |  |  | 20,193 |        
|Peter Sharpe                            |             | No criteria            |  |                                                      | 19,753  |  |                                          |   | 41,679  |                                                            |  |        | 53,273                                             |  |  |        | 92,964  | 
|                                        | Performance |                        |  |                                                     |         |  |                                          |  |         |                                                            |  | 16,244 |                                                    |  |  | 24,853 |        
|Robert Steacy                           |             | No criteria            |  |                                                      | 22,223  |  |                                          |   | 46,891  |                                                            |  |        | 49,634                                             |  |  |        | 88,829  | 
|                                        | Performance |                        |  |                                                      |         |  |                                          |  |         |                                                            |  | 18,274 |                                                    |  |  | 27,959 |        
|                                        |             |                        |  |                                                      |         |  |                                          |   |         |                                                            |  |        |                                                    |  |  |        |         | 
|Total - No criteria                     |             |                        |  |                                                      | 140,543 |  |                                          |   | 296,546 |                                                            |  |        | 298,760                                            |  |  |        | 538,618 | 
|                                        |             |                        |  |                                                      |         |  |                                          |   |         |                                                            |  |        |                                                    |  |  |        |         | 
|Total - Subject to Performance Criteria |             |                        |  |                                                      |        |  |                                          |   |        |                                                            |  |        | 94,416                                             |  |  |        | 144,456 | 
|                                        |             |                        |  |                                                      |         |  |                                          |   |         |                                                            |  |        |                                                    |  |  |        |         | 
|Total Outstanding                       |             |                        |  |                                                      | 140,543 |  |                                          |   | 296,546 |                                                            |  |        | 393,176                                            |  |  |        | 683,074 | 
|                                        |             |                        |  |                                                      |         |  |                                          |   |         |                                                            |  |        |                                                    |  |  |        |         | 



Notes:



|(1) | Certain of the DSUs noted in this column as Performance, are subject to performance criteria requiring Postmedia to achieve a
specified EBITDA threshold as defined in Director Compensation  Annual Fees. As noted earlier, the performance threshold has not been met as of August 31, 2014.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Fees totaling $377,800 earned in the form of DSUs for the six months ended August 31, 2014 have not been issued due to a Blackout Period. The
special Blackout Period has been lifted and the aforementioned DSUs will be issued in accordance with the DSU Plan.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | The value of the DSUs vested during the year and as of the end of the year, are computed using the weighted average for the five trading days in
which Shares have actually traded immediately preceding August 31, 2014 of $1.53 for the Voting Shares and $2.11 for the Variable Voting Shares.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



52



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##### Table of Contents

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides a summary of securities issued and issuable under all equity compensation plans of Postmedia as at
August 31, 2014:



|                                         |  |                                                                    |           |     |                                                         |  |      |                                                                                          |  |  |         |    
|---------------------------------------- |  | ------------------------------------------------------------------ | --------- | --- | ------------------------------------------------------- |  | ---- | ---------------------------------------------------------------------------------------- |  |  | ------- | ---
|                                         |  | Number of Sharesto be issued uponexercise ofoutstandingOptions (#) |           |     | Weighted averageexercise price ofoutstandingOptions ($) |  |      | Number of Sharesremaining available forfuture issuance underequity compensationplans (#) | 
|                                         |  |                                                                    |          
|Option Plan approved by Shareholders (1) |  |                                                                    | 2,310,000 | (2) |                                                         |  | 6.66 |                                                                                          |  |  | 690,000 | (3)
|RSU Plan approved by Shareholders (1)    |  |                                                                    | 600,000   | (4) |                                                         |  |     |                                                                                          |  |  |        |    
|ESPP Plan approved by Shareholders (1)   |  |                                                                    |          |     |                                                         |  |     |                                                                                          |  |  | 800,000 | (5)



Notes:



|(1) | See Option Plan, RSU Plan and Employee Share Purchase Plan for a description of the Option
Plan, RSU Plan, and ESPP respectively.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes 600,000 of tandem Options issued to Mr. Godfrey. In the event that Mr. Godfrey exercises the Options the corresponding number of
RSUs will be automatically forfeited by Mr. Godfrey for no consideration.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | This amount is based on there being a maximum of 3,000,000 Shares authorized for issuance under the Option Plan.
|--- | ----------------------------------------------------------------------------------------------------------------

|(4) | Includes 600,000 of tandem RSUs issued to Mr. Godfrey. In the event that Mr. Godfrey exercises the RSUs, the corresponding number of
tandem Options will be automatically forfeited by Mr. Godfrey for no consideration.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | The maximum number of Shares that may be issued from treasury under the ESPP is 800,000 Shares. As of the date hereof, no Shares have been issued
in respect of the ESPP.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|C. | Board Practices.
|-- | ----------------

Postmedia is required to have a minimum of three directors and a maximum of 15 directors.

The Board has adopted a majority voting policy in director elections that will apply at any meeting of Shareholders where an
uncontested election of directors is held. Pursuant to this policy, if the number of proxy votes withheld for a particular director nominee is greater than the votes for such director, the director nominee will be required to submit his or her
resignation to the Chair of the Board promptly following the applicable Shareholders meeting. Following receipt of resignation, the Corporate Governance and Nominating Committee will consider whether or not to accept the offer of resignation
and make a recommendation to the Board. Within 90 days following the applicable Shareholders meeting, the Board shall publicly disclose their decision whether to accept the applicable directors resignation or not, including the reasons
for rejecting the resignation, if applicable. A director who tenders his or her resignation pursuant to this policy will not be permitted to participate in any meeting of the Board or the Corporate Governance and Nominating Committee at which the
resignation is considered. A copy of the majority voting policy may be found on the Postmedia website at www.postmedia.com.

The table set forth below identifies the names and residences of the persons proposed to be nominated for election by
Shareholders as directors, their current positions with Postmedia, the date when they first became a director of Postmedia and their principal occupations. On February 5, 2014, Mr. Phillips was appointed Director and Chair of the
Board and Mr. Nisenholtz was appointed Director and Chair of the Digital Oversight Committee. Upon the appointment of Mr. Phillips as Chair of the Board: (a) Mr. Godfrey resigned as Interim Chair of the Board and continued his
roles as Director and President and Chief Executive Officer of Postmedia; and (b) Mr. Sharpe resigned as Lead Director and continued his role as Director. All of the nominees are currently directors of Postmedia and have been elected for a
term ending on the date of the next annual meeting of Shareholders, which is scheduled to take place on January 8, 2015, or until the election of his or her successor, unless he or she resigns or his or her office becomes vacant by reasons of
his or her death, removal or other cause. Each director elected will hold office for a term expiring at the close of the next annual meeting.



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|                                                      |  |                                 
|----------------------------------------------------- |  | --------------------------------
|Director                                              |  | Director/Executive Officer
Since
|Rod Phillips
Toronto, Ontario, Canada                 |  | February 5, 2014                
|                                                      | 
|Paul Godfrey
Toronto, Ontario, Canada                 |  | April 26, 2010                  
|                                                      | 
|Charlotte Burke
Toronto, Ontario, Canada              |  | September 20, 2010              
|                                                      | 
|Hugh F. Dow
Toronto, Ontario, Canada                  |  | January 6, 2011                 
|                                                      | 
|Martin Nisenholtz
Redding, Connecticut, United States |  | February 5, 2014                
|                                                      | 
|Jane Peverett
Vancouver, British Columbia, Canada     |  | April 10, 2013                  
|                                                      | 
|Graham Savage
Toronto, Ontario, Canada                |  | July 12, 2010                   
|                                                      | 
|Steven Shapiro
New York, New York, United States      |  | July 12, 2010                   
|                                                      | 
|Peter Sharpe
Toronto, Ontario, Canada                 |  | June 17, 2010                   
|                                                      | 
|Robert Steacy
Toronto, Ontario, Canada                |  | July 14, 2010                   

None of the directors listed above are party to a service contract with the Corporation
providing for benefits upon termination of employment.

Details relating to the Corporations Audit Committee

Audit Committee Charter

The Audit Committees charter was revised on October 24, 2014 to a) specifically permit the independent auditor to
call a meeting of the Audit Committee for the purpose of consistency with the Corporations by-laws; and b) require the Audit Committee to meet in camera at each of its regularly scheduled meetings, and at all other meetings, at the
discretion of the Chair of the Audit Committee or the Board of Directors, in accordance with its practice and to be consistent with the other committee charters.



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Composition of the Audit Committee

The members of the Corporations Audit Committee are:



|                      |  |                |  |                        
|--------------------- |  | -------------- |  | -----------------------
|Robert Steacy (Chair) |  | Independent(1) |  | Financially literate(2)
|Charlotte Burke       |  | Independent(1) |  | Financially literate(2)
|Jane Peverett         |  | Independent(1) |  | Financially literate(2)
|Graham Savage         |  | Independent(1) |  | Financially literate(2)



Notes:



|(1) | Pursuant to Canadian Law, a member of an audit committee is Independent if the member has no direct or indirect material relationship with the
Corporation, which could, in the view of the Board, reasonably interfere with the exercise of a members independent judgment.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | An individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth of
complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporations financial statements.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Relevant Education and Experience

In addition to each members general business experience, the education and experience of each member of the Audit
Committee that is relevant to the performance of their responsibilities as a member of the Audit Committee are set forth below:



| |  |  | Robert Steacy (Chair)  Prior to his retirement in 2005, Mr. Steacy was the Executive Vice President and Chief Financial
Officer of Torstar Corporation and had been its Senior Financial Officer for 16 years. In that capacity, he was responsible for overseeing all financial functions of that corporation (including all financial reporting, budgeting, tax, treasury
functions and internal audit). Mr. Steacy has been a Chartered Professional Accountant since 1976 (Institute of Chartered Professional Accountants of Ontario) and currently sits on the board of directors of Cineplex Inc. and is the Chairman of
the Board of Domtar Corporation. He also currently serves as Chair of the Audit Committee for Cineplex Inc. Mr. Steacy has previously served as Chair of the Audit Committees for each of Domtar Inc. and Somerset Entertainment Income Fund and sat
on the Audit Committee of Canadian Imperial Bank of Commerce and Alliance Atlantis Communications Inc. He earned his B.Comm from Queens University in 1973.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Charlotte Burke  Ms. Burke holds a Master of Business Administration from Harvard Business School and a Bachelor of
Business Administration in Accounting from Acadia University.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Jane Peverett  Ms. Peverett was President and Chief Executive Officer of the British Columbia Transmission Corporation
(BCTC) having previously served as its Chief Financial Officer. Ms. Peverett was also President and Chief Executive Officer of Union Gas Limited having previously served as its Chief Financial Officer. Ms. Peverett currently serves as
Chair of the Audit Committee for each of Canadian Imperial Bank of Commerce and Encana Corporation. Ms. Peverett holds a Bachelor of Commerce degree from McMaster University and a Master of Business Administration degree from Queens
University. She is a Certified Management Accountant and a fellow of the Society of Management Accountants.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Graham Savage  Mr. Savage has 38 years of experience in the finance and investment industry, including seven years as
Chief Financial Officer of a major public company. He has been a member of many board audit committees, many of which he chaired. Mr. Savage holds an undergraduate degree and an M.B.A. from Queens University.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Audit Committee assists the Board in, among other things, its oversight and evaluation of:



| |  |  | the quality and integrity of the financial statements of Postmedia;
| | - |  | -------------------------------------------------------------------



| |  |  | the compliance by Postmedia with legal and regulatory requirements in respect of financial disclosure;
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | the qualification, independence and performance of the independent auditor;
| | - |  | ---------------------------------------------------------------------------



| |  |  | the assessment, monitoring and management of the financial, reporting and compliance risks involved with Postmedias business;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | the enterprise risk management process; and
| | - |  | -------------------------------------------



| |  |  | the performance of the Executive Vice-President & Chief Financial Officer.
| | - |  | --------------------------------------------------------------------------

In addition, the Audit Committee provides an avenue for communication between the independent auditor, the Executive Vice
President & Chief Financial Officer and other financial senior management, other employees and the Board concerning accounting, auditing and risk management matters.

All members of the Audit Committee are independent and financially literate as contemplated by the rules of
the Canadian Securities Administrators. When considering criteria for determinations of financial literacy, Audit Committee members must be able to read and understand financial statements of a breadth and level of complexity of accounting issues
generally comparable to the issues expected to be raised by our consolidated financial statements.

The Audit Committee is
directly responsible for the recommendation of the appointment and retention (and termination) and for the compensation and the oversight of the work of the independent auditor (including oversight of the resolution of any disagreements between
senior management and the independent auditor regarding financial reporting) for the purposes of preparing audit reports and performing other audit, review or attest services. The Audit Committee has the authority to approve significant non-audit
relationships with the independent auditor and the terms of and fees for audit and non-audit engagements. The Audit Committee assesses the independence of the independent auditor and the independent auditors other relationships with Postmedia
and reviews the scope and planning of the external audit, the form of audit report and any correspondence from or comment by the independent auditor regarding financial reporting and internal controls.

We have adopted a policy requiring Audit Committee pre-approval of audit and non-audit services. Specifically, the Audit
Committee is required to pre-approve all audit and non-audit services (including any internal control-related services) provided by the independent auditor (subject to any restrictions on such non-audit services imposed by applicable legislation,
regulatory requirements and policies), with such responsibility delegated to the Chairman of the Audit Committee to pre-approve up to $250,000 of audit fees beyond the approved annual audit fee if approval of such fees is required between meetings
of the Audit Committee.

Please see Item 16.C Principal Accountant Fees and Services for the fees
billed by the Corporations external auditors for Fiscal 2014 and Fiscal 2013 for audit, non-audit related services and tax services provided to the Corporation.



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The Audit Committee has unrestricted access to our personnel and documents and to
the independent auditor. The Audit Committee has primary oversight responsibility for our financial reporting and internal controls. It meets to review and discuss the annual and quarterly financial statements and accompanying managements
discussion and analysis and recommend their approval to the Board. However, it is not the responsibility of the Audit Committee to determine that our financial statements are complete and accurate and in accordance with IFRS, which is the
responsibility of senior management, or to plan and conduct audits of the financial statements, which is the responsibility of the independent auditor.

The Audit Committee reviews significant accounting policies and principles and is updated regularly about current accounting
issues and developments. The Audit Committee reviews the experience and qualifications of the senior members of the independent auditors team.

The Audit Committee oversees an employee complaint procedure, pursuant to which our directors, officers and employees and
those of our subsidiaries will be encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behaviour and when in doubt about the best course of action in a particular situation. Confidential
complaint procedures have been established to facilitate the submission of complaints relating to any questionable accounting, internal accounting controls or auditing matters.

The Audit Committee charter provides that the Audit Committee is to meet at least quarterly and is to meet separately with
senior management periodically, and with the independent auditor as appropriate. The Audit Committee will also meet in camera at each of its regularly scheduled meetings. The Chair of the Audit Committee or the Board of Directors will
determine whether it is necessary for the Audit Committee to meet in camera after any of its non-regularly scheduled meetings.

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

Role of the Compensation and Pension Committee

The members of the Compensation and Pension Committee are Messrs. Savage (Chair), Dow, Nisenholtz, Sharpe and Steacy. The
Compensation and Pension Committee is composed entirely of independent directors. Members of the Compensation and Pension Committee have gained relevant skills and experience with respect to their responsibilities for executive compensation through
holding a variety of senior executive management roles, including, for certain members, as CEO of a business with the Human Resources and Finance functions reporting directly to them. In connection with their past roles, most Compensation and
Pension Committee members have managed and implemented a variety of compensation policies and programs. The Compensation and Pension Committee regularly reports to the Board in carrying out its responsibilities and duties relating to compensation
matters of the Corporation. The Compensation and Pension Committee regularly holds in camerasessions exclusive of management including directors who are members of management and consults with independent advisors in respect of compensation
matters (see Compensation Governance  Role of the Independent Consultant).

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

Consistent with the Compensation and Pension Committees charter and based on input from management and the Compensation
and Pension Committees independent advisor (see Role of the Independent Consultant), the Compensation and Pension Committee reviews executive compensation and awards for each of the NEOs.



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As part of the executive compensation review, the Compensation and Pension
Committee makes recommendations to the Board on compensation levels and incentive plan awards for each of the NEOs based on the guiding principles described below, with particular reference to performance measures. The following outlines the
principal responsibilities of the Compensation and Pension Committee with respect to compensation matters:



| |  |  | reviews and makes recommendations to the Board of Directors in consultation with the CEO at least annually, on the long term goals and objectives
of the Corporation which are relevant to the CEOs compensation, evaluates the CEOs performance in light of those goals and objectives, determines and recommends to the independent directors, for approval, the CEOs compensation
based on that evaluation, and reports to the Board thereon. In determining the CEOs compensation, the Compensation and Pension Committee considers the Corporations performance, the value of similar incentive awards to chief executive
officers at comparable companies, the CEOs existing employment contract and the awards given to the CEO in past years, with a view to maintaining a compensation program for the CEO at a fair and competitive level, consistent with the best
interests of the Corporation.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reviews and makes recommendations to the Board at least annually (and upon appointment), in consultation with the CEO, the compensation of those
members of senior management that report directly to the CEO (including incentive-compensation plans, equity-based plans, the terms of any employment agreements, severance arrangements, and change in control arrangements or provisions, and any
special or supplemental benefits), with a view to maintaining a compensation program for the senior management at a fair and competitive level, consistent with the best interests of the Corporation.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reviews all executive compensation packages with annual cash compensation in excess of $300,000;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | reviews and makes recommendations to the Board on incentive compensation program design and efficacy (including short term and long term incentive
plans), and equity-based compensation programs for the Corporations directors, officers and employees, including share ownership guidelines for directors;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reviews and makes recommendations to the Board on awards to employees of stock or stock options or other awards pursuant to any of the
Corporations equity-based plans and exercises such other power and authority as may be permitted or required under those plans;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reviews the financial implications of the Corporations senior compensation plans, including post-retirement benefits and the funding thereof,
if any;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reviews the potential results of the Corporations senior compensation programs under a wide variety of scenarios to ensure that the
Compensation and Pension Committee has an understanding of the linkage between Shareholder interests and senior management payouts;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reviews and approves annually any adjustments and guidelines made in respect of the Corporations compensation plans.
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | reviews and makes recommendations to the Board at least annually with respect to compensation of directors, the Chair and those acting as committee
chairs to, among other things, ensure their compensation appropriately reflects the responsibilities they are assuming;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | reviews and, as required, makes recommendations to the Board in co-operation with the Corporations senior management the human resources
policies and programs which are of strategic significance to the Corporation;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reviews all executive compensation disclosure prior to public disclosure by the Corporation; and
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | reviews and makes recommendations during periodic reviews with the Board the succession plans relating to the position of the CEO and other senior
positions with respect to the selection of individuals to occupy these positions.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

With respect to the
Corporations pension plans, the Compensation and Pension Committees principal duties are to oversee and monitor the management and overall governance of the pension and retirement plans sponsored and administered by the Corporation.

Risk Mitigation

The Compensation and Pension Committee recognizes that the business and competitive environment in which the Corporation
operates requires a balanced level of risk-taking to promote growth and achieve the expected financial performance required to provide Shareholders with good returns. The Compensation and Pension Committee is aware that compensation programs,
policies and practices should not encourage senior executives to take excessive and unnecessary risk, and monitors this on an ongoing basis by reviewing compensation arrangements to ensure that executives do not make short-term decisions that could
be detrimental to long-term Shareholder returns. The Compensation and Pension Committee reviews the performance-based compensation for senior executives and in doing so, reviews the compensation mix of base salary to short-term and long-term
incentives. The Corporation promotes acceptable risk taking through the use of performance targets for its short-term incentive plan which has predefined payout thresholds. Risk is mitigated under long-term incentives through the grant of stock
options that have vesting provisions. Long-term incentives reward executives for taking a balanced focus on long-term performance and the achievement of long-term goals over a ten year period. The Compensation and Pension Committee is satisfied that
current programs, policies and practices, combined with the risk compliance reviews of the organization, promote acceptable risk taking with appropriate and reasonable incentive compensation and has not identified any risks with such programs,
policies and practices that are reasonably likely to have a material adverse effect on the Corporation.

Hedging Policy

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

Role of the Independent Consultant

The Compensation and Pension Committee has engaged Hugessen Consulting Inc. (Hugessen) since
November 5, 2010 to act as its independent advisor to provide advice and guidance on compensation matters. All work undertaken by Hugessen is pre-approved by the Chair of the Compensation and Pension Committee. Hugessen provides no other
services to Postmedia. Hugessen is directly retained and instructed by and reports to the Compensation and Pension Committee. The decisions made by the Compensation and Pension Committee are the responsibility of the Compensation and Pension
Committee and may reflect other factors and considerations in addition to the information and recommendations from Hugessen.



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Fees paid to Hugessen in Fiscal 2014 and Fiscal 2013 pertaining to professional
consulting services on NEO benchmarking, executive and director compensation performance metrics and analysis of short-term and long-term incentive plans were as follows:



|            |  |                                     |         |  |                |  |   | 
|----------- |  | ----------------------------------- | ------- |  | -------------- |  | - | 
|Year        |  | Executive Compensation Related Fees |         |  | All Other Fees | 
|Fiscal 2014 |  |                                     | 47,363  |  |                |  |  | 
|Fiscal 2013 |  |                                     | 150,613 |  |                |  |  | 

Executive Compensation Guiding Principles

The executive compensation philosophy is based on the following guiding principles:



| |  |  | creating compensation programs with appropriate levels of pay for performance (pay at risk) to inspire behaviors that drive Postmedias
business strategy and generate financial results that align with Shareholder interests;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | creating a total compensation package that is attractive to leaders, proportional to the executives contribution, and fair to stakeholders within
the context of financial and non-financial total rewards;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | creating compensation programs that are consistent with market practices both in terms of value and design, while considering internal value and
fit;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | delivering compensation and performance management programs that focus on building line of sight between rewards and the desired/expected
behaviors, actions and results that are intended to drive a strong return on investment at the organization level, and striving for clarity and transparency of these programs with the goal of simplifying them where possible; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | ensuring good governance by developing compensation programs that do not encourage excessive risk taking with accountability for design and
administration held by appropriate internal stakeholders (including input from external experts) and appropriate oversight by the Compensation and Pension Committee and the Board.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

From the guiding principles, the following design principles are followed:



| |  |  | performance is a key driver of compensation levels, both on short-term and long-term incentives;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | sound performance management processes have been developed to provide for effectiveness and consistency in defining expected performance outcomes
(as embedded in accountabilities and related goals) and assessing their achievement; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | pay at risk, as represented by short-term and long-term incentive compensation, will be proportional to the jobs level of influence on
overall business results. The Corporation continues to review and refine its programs, and recognizes the importance of long-term performance and therefore emphasizes rewards that align to an increase in Shareholder value.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Competitive Benchmarking

In July 2013, the Compensation and Pension Committee requested that Hugessen assist the committee by reviewing the
competitiveness of the compensation levels for the NEOs, using a comparator group of publicly listed companies.

Hugessen assessed the NEOs compensation levels competitiveness by using the comparator group of companies developed and
approved by the Compensation and Pension Committee in October 2013. This comparator group of companies was selected, generally using the following four screening criteria:



|                          |  |                                                                                  
|------------------------- |  | ---------------------------------------------------------------------------------
|Comparator
Group Criteria |  |                                                                                  
|Primary Listing           |  | Toronto Stock Exchange                                                           
|Geographic Location       |  | Headquartered in Canada                                                          
|Industry Classification   |  | Media                                                                            
|Financial Criteria        |  | Latest Total Enterprise Value between approximately $400 million and
$2.5 billion

The screening identified the following ten companies:



| |  |  | AIMIA
| | - |  | -----



| |  |  | Astral Media Inc.
| | - |  | -----------------



| |  |  | Cineplex Inc.
| | - |  | -------------



| |  |  | Cogeco Cable Inc.
| | - |  | -----------------



| |  |  | Corus Entertainment Inc.
| | - |  | ------------------------



| |  |  | Glacier Media Inc.
| | - |  | ------------------



| |  |  | Mood Media Corporation
| | - |  | ----------------------



| |  |  | Torstar Corporation
| | - |  | -------------------



| |  |  | TVA GROUP Inc.
| | - |  | --------------



| |  |  | Yellow Media Limited
| | - |  | --------------------

The compensation review focused on the total direct compensation (TDC) composed of base salary, short-term
incentives and long-term incentives received by the NEOs. For benchmarking purposes, Hugessen matched the CEO and CFO positions with the counterparts of the comparator companies. For the other NEO positions, Hugessen matched these positions based on
their TDC ranking. The Compensation and Pension Committee utilized the July 2013 benchmarking report to assess compensation for Fiscal 2014 and determined to leave the compensation levels of the CEO, CFO and the other NEOs unchanged.



|D. | Employees
|-- | ---------

As of August 31, 2014, the Corporation employed 2,826 full time equivalent employees. Approximately 34% of the
Corporations employees are unionized under 19 separate collective agreements as of August 31, 2014. In general, the Corporations collective bargaining agreements cover operations at individual locations, rather than multiple
locations. Additional information on the collective bargaining agreements is provided in the MD&A attached hereto as Exhibit 15.2.



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|E. | Share Ownership
|-- | ---------------

The table set forth below identifies the name and residence of those individuals who are directors and NEOs of the Corporation,
their current positions or offices with the Corporation, and the number of Shares, Options, DSUs and RSUs beneficially owned, directly or indirectly, or under their direction or control as of November 17, 2014:



|                                                             |  |                                                      |  |                                                                                                                                    |  |                                                                                    |  |                                                              |       |   
|------------------------------------------------------------ |  | ---------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------- |  | ------------------------------------------------------------ | ----- | --
|Name and Residence                                           |  | Position with the
Corporation                        |  | Number of Shares
beneficially owned,
directly or indirectly (#)                                                                    |  | Number of
Options,(1) DSUs and RSUs
beneficially owned,
directly or indirectly
(#) |  | Percentage ofShares Ownedin Respect ofParticular Class(%)(2) |      
|Rod Phillips (3)
Toronto, Ontario, Canada                    |  | Director and Chair                                   |  | -                                                                                                                                  |  | 4,433 DSUs                                                                         |  |                                                              |       | **
|Paul Godfrey
Toronto, Ontario, Canada                        |  | Director, President and Chief Executive Officer      |  | 108,000 Voting Shares (4) plus 1,040,000 Shares that underlie the Options and RSUs that have vested to date.                       |  | 600,000 Options plus
600,000 Tandem Options / RSUs (5)(6)                          |  |                                                              | 43.82 | % 
|Charlotte Burke (3)(7)(8)
Toronto, Ontario, Canada           |  | Director                                             |  | -                                                                                                                                  |  | 54,200 DSUs (9)                                                                    |  |                                                              |       | **
|Hugh F. Dow (3)(8)(10)
Toronto, Ontario, Canada              |  | Director                                             |  | -                                                                                                                                  |  | 52,817 DSUs (9)                                                                    |  |                                                              |       | **
|Martin Nisenholtz (3)(8)
Redding, Connecticut, United States |  | Director                                             |  | -                                                                                                                                  |  | 2,627 DSUs                                                                         |  |                                                              |       | **
|Jane Peverett (3)(7)(11)
Vancouver, British Columbia, Canada |  | Director                                             |  | -                                                                                                                                  |  | 17,284 DSUs                                                                        |  |                                                              |       | **
|Graham Savage (3)(7)(10)
Toronto, Ontario, Canada            |  | Director                                             |  | -                                                                                                                                  |  | 67,908 DSUs (9)                                                                    |  |                                                              |       | **
|Steven Shapiro (11)(12)
New York, New York, United States    |  | Director                                             |  | -                                                                                                                                  |  | 56,482 DSUs (9)                                                                    |  |                                                              |       | **
|Peter Sharpe (3)(10)(11)
Toronto, Ontario, Canada            |  | Director                                             |  | 25,000 Voting Shares                                                                                                               |  | 69,517 DSUs (9)                                                                    |  |                                                              |       | **
|Robert Steacy (3)(7)(10)
Toronto, Ontario, Canada            |  | Director                                             |  | -                                                                                                                                  |  | 67,908 DSUs (9)                                                                    |  |                                                              |       | **
|Douglas Lamb
Toronto, Ontario, Canada                        |  | Executive Vice President and Chief Financial Officer |  | 21,600 Voting Shares plus 213,000 Shares that underlie the Options that have vested to date                                        |  | 265,000 Options                                                                    |  |                                                              | 8.76  | % 
|Wayne Parrish
Toronto, Ontario, Canada                       |  | Chief Operating Officer                              |  | 21,600 Voting Shares plus 133,000 Shares that underlie the Options that have vested to date                                        |  | 265,000 Options                                                                    |  |                                                              | 5.60  | % 
|Gordon Fisher
Toronto, Ontario, Canada                       |  | President, Pacific Newspaper Group                   |  | 4,632 Voting Shares and 70,453 Variable Voting Shares plus 203,000 Shares that underlie the Options that have vested to date. (13) |  | 215,000 Options                                                                    |  |                                                              | 8.09  | % 
|Jeffrey Haar
Toronto, Ontario, Canada                        |  | Executive Vice President, Legal and General Counsel  |  | 38,000 Shares that underlie the Options that have vested to date                                                                   |  | 90,000 Options                                                                     |  |                                                              |       | **



|** | denotes a percentage of Share ownership less than 1%
|-- | ----------------------------------------------------



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Notes:



|(1) | Except as specified by the Board, a minimum of 50% of the annual fees paid to directors are paid in the form of DSUs. Fees totaling $377,800 earned
in the form of DSUs for the six months ended August 31, 2014 have not been issued due to a special Blackout Period which was in effect. The class of Shares underlying the Options is determined at the discretion of the Board. Since October 2013,
the class of Shares underlying the Options has been Variable Voting Shares.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | The total number of outstanding Shares used to calculate this percentage includes those Shares underlying the Options and RSUs that have vested as
of November 17, 2014.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Independent member of the Board.
|--- | --------------------------------

|(4) | These Voting Shares are held by the Paul and Gina Godfrey Sons Family Trust, of which Mr. Godfrey is a trustee.
|--- | ---------------------------------------------------------------------------------------------------------------

|(5) | Mr. Godfrey received a grant of 600,000 tandem Options/RSUs. These tandem Options/RSUs were granted concurrently and, upon the exercise of any
or all of such Options, the corresponding number of RSUs will be automatically forfeited by Mr. Godfrey for no consideration and, upon the exercise of any or all of such RSUs, the corresponding number of Options will be automatically forfeited
by Mr. Godfrey for no consideration. All of the tandem Options/RSUs have vested. See Employment AgreementsPresident and Chief Executive Officer.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | 600,000 Voting Shares, in the aggregate, are reserved for issuance under both the Option Plan and RSU Plan in respect of these tandem Options/RSUs.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Member of the Audit Committee.
|--- | ------------------------------

|(8) | Member of the Digital Oversight Committee.
|--- | ------------------------------------------

|(9) | The Initial Directors have received one years additional remuneration in the form of DSUs which are subject to a performance threshold. See
Director CompensationAnnual Fees.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Member of the Compensation and Pension Committee.
|---- | -------------------------------------------------

|(11) | Member of the Corporate Governance and Nominating Committee.
|---- | ------------------------------------------------------------

|(12) | Mr. Shapiro is a Founding Partner and Portfolio Manager at GoldenTree, and is a member of its Executive Committee. Certain investment funds
for which GoldenTree serves as investment advisor beneficially own or exercise control and direction over 15,332,337 Variable Voting Shares of the Corporation as at November 17, 2014 (see Description of Shares  Quorum and
Principal Holders). Steve Tananbaum is the Chief Investment Officer of GoldenTree.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | 54,000 of these Variable Voting Shares are held by the Gordon Fisher Family Trust, of which Mr. Fisher is a trustee.
|---- | --------------------------------------------------------------------------------------------------------------------

Share Ownership Guidelines

The Board has adopted share ownership guidelines for directors. Each non-executive director is required to acquire Shares
having a value of three times the base annual director fees, which at this time amounts to $360,000. Non-executive directors are expected to achieve this level of ownership within five years from the date they became directors. Directors may apply
RSUs and DSUs which they have received or earned or are owing to them towards this minimum equity ownership requirement, but only to the extent that such RSUs or DSUs have vested. Directors may also apply Shares that are beneficially owned by them
or a family member towards this minimum equity ownership requirement. Directors who are nominated by a Shareholder pursuant to a nominating agreement with the Corporation may apply Shares held by such nominating Shareholder and its affiliates
towards this minimum share ownership requirement. To determine whether a director has met this minimum share ownership level, Shares, RSUs and DSUs will be valued at the greater of: (a) their value at the time of acquisition or grant; and
(b) the current market price of the applicable Shares.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED
PARTY TRANSACTIONS



|A. | Major Shareholders.
|-- | -------------------

The following table shows, as of November 17, 2014, the persons or companies who, to the actual knowledge of the
Corporation, beneficially own, or control or direct, directly or indirectly, Shares of the Corporation carrying 5% or more of the Shares in each class.

Variable Voting Shares



|                               |  |                                                          |  |                           
|------------------------------ |  | -------------------------------------------------------- |  | --------------------------
|Name                           |  | Number and Class of
Shares Owned,
Controlled or Directed |  | Percentage of Shares Owned
|GoldenTree Asset Management LP |  | 15,332,337 Variable Voting Shares                        |  | 39.05%                    
|Silver Point Capital L.P.      |  | 7,448,530 Variable Voting Shares                         |  | 18.97%                    
|Invesco Canada Ltd.            |  | 3,526,531 Variable Voting Shares                         |  | 8.98%                     
|Citibank Canada                |  | 3,500,000 Variable Voting Shares                         |  | 8.91%                     



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Voting Shares



|                                            |  |                                                          |  |                           
|------------------------------------------- |  | -------------------------------------------------------- |  | --------------------------
|Name                                        |  | Number and Class of
Shares Owned, Controlled or
Directed |  | Percentage of Shares Owned
|Electronic Rights Defence Committee         |  | 172,479 Voting Shares                                    |  | 18.30%                    
|The Paul And Gina Godfrey Sons Family Trust |  | 108,000 Voting Shares                                    |  | 11.46%                    

In connection with its backstop of the Rights Offering, GoldenTree may enter into a voting
restriction agreement that will limit the number of votes that GoldenTree will be entitled to cast at any meeting of Postmedias Shareholders. See Item 7.B Related Party Transactions.

The Voting Shares held by Electronic Rights Defence Committee, are held on behalf of its unnamed and widely dispersed members
and are related to a former Canadian class action lawsuit which had asserted claims against Canwest LP.



|B. | Related Party Transactions.
|-- | ---------------------------

On July 13, 2010, Postmedia entered into a registration rights agreement and a nominating agreement with GoldenTree, a
principal Shareholder of Postmedia. See Item 10.C  Material Contracts.

Standby Purchase Agreement

On October 6, 2014, Postmedia entered into a Standby Purchase Agreement with Goldentree, pursuant to which GoldenTree has
agreed to take up any subscription receipts not otherwise subscribed for under the Rights Offering, subject to the satisfaction of certain conditions. See Item 4.A History and Development of the Company  Significant Post-Acquisition
Events for a discussion of the Standby Purchase Agreement.

Other than as disclosed in this annual report, to
the knowledge of the directors and executive officers of Postmedia, no informed person or any associate or affiliate of any informed person, has had any material interest, direct or indirect, by way of beneficial ownership of
securities or otherwise, in any material transaction with us since September 1, 2011 or has any such interest in any proposed transaction that has materially affected or would materially affect Postmedia or our subsidiaries.



|C. | Interests of Experts and Counsel.
|-- | ---------------------------------

Not applicable.

ITEM 8. FINANCIAL INFORMATION



|A. | Consolidated Statements and Other Financial Information.
|-- | --------------------------------------------------------

Please refer to the Corporations audited consolidated financial statements for the years ended August 31, 2014, 2013
and 2012, attached hereto as Exhibit 15.1.

Legal Proceedings

The Corporation is involved in various legal claims arising in the ordinary course of its newspaper and digital media and
online businesses. The majority of these claims are brought pursuant to defamation legislation in the province of publication. The Corporation maintains a multi-media liability insurance policy in respect of defamation claims. Subject to the terms
and conditions of that policy, and the insurers coverage position in respect of individual claims, the resolution of these matters is not expected to have a material adverse effect on the Corporations consolidated financial position,
results of operations or cash flows.



|B. | Significant Changes.
|-- | --------------------

Not applicable.



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ITEM 9. THE OFFER AND LISTING



|A. | Offer and listing details.
|-- | --------------------------

The outstanding Voting Shares and Variable Voting Shares of the Corporation trade on the TSX under the symbols
PNC.A and PNC.B, respectively. The following table sets forth the reported high and low prices and the trading volume for the periods indicated:



|               |  |       |       |  |       |   |       |      |  |   |       |  |  |   |       | 
|-------------- |  | ----- | ----- |  | ----- | - | ----- | ---- |  | - | ----- |  |  | - | ----- | 
|Period         |  | PNC.A |       |  | PNC.B |  
|               |  | High  |       |  | Low   |   |       | High |  |   | Low   | 
|Fiscal 2014    |  | $     | 2.11  |  |       | $ | 0.87  |      |  | $ | 2.32  |  |  | $ | 1.60  | 
|Fiscal 2013    |  | $     | 2.38  |  |       | $ | 1.30  |      |  | $ | 2.40  |  |  | $ | 1.15  | 
|Fiscal 2012    |  | $     | 12.50 |  |       | $ | 0.70  |      |  | $ | 16.00 |  |  | $ | 0.78  | 
|Fiscal 2011    |  | $     | 17.00 |  |       | $ | 10.00 |      |  | $ | 17.75 |  |  | $ | 10.00 | 
|               |  |      
|Period         |  | PNC.A |       |  | PNC.B |  
|               |  | High  |       |  | Low   |   |       | High |  |   | Low   | 
|Q4 Fiscal 2014 |  | $     | 1.50  |  |       | $ | 0.87  |      |  | $ | 2.30  |  |  | $ | 1.60  | 
|Q3 Fiscal 2014 |  | $     | 1.81  |  |       | $ | 0.87  |      |  | $ | 2.32  |  |  | $ | 1.84  | 
|Q2 Fiscal 2014 |  | $     | 1.90  |  |       | $ | 1.35  |      |  | $ | 2.10  |  |  | $ | 1.95  | 
|Q1 Fiscal 2014 |  | $     | 2.11  |  |       | $ | 1.90  |      |  | $ | 2.20  |  |  | $ | 2.00  | 
|Q4 Fiscal 2013 |  | $     | 2.38  |  |       | $ | 1.40  |      |  | $ | 2.40  |  |  | $ | 1.15  | 
|Q3 Fiscal 2013 |  | $     | 2.05  |  |       | $ | 1.75  |      |  | $ | 2.06  |  |  | $ | 1.65  | 
|Q2 Fiscal 2013 |  | $     | 1.75  |  |       | $ | 1.30  |      |  | $ | 2.03  |  |  | $ | 1.60  | 
|Q1 Fiscal 2013 |  | $     | 1.50  |  |       | $ | 1.50  |      |  | $ | 1.80  |  |  | $ | 1.55  | 
|               |  |      
|Period         |  | PNC.A |       |  | PNC.B |  
|               |  | High  |       |  | Low   |   |       | High |  |   | Low   | 
|August 2014    |  | $     | 2.11  |  |       | $ | 1.90  |      |  | $ | 2.20  |  |  | $ | 2.00  | 
|July 2014      |  | $     | 1.90  |  |       | $ | 1.90  |      |  | $ | 2.20  |  |  | $ | 2.20  | 
|June 2014      |  | $     | 1.90  |  |       | $ | 1.90  |      |  | $ | 2.20  |  |  | $ | 2.00  | 
|May 214        |  | $     | 1.90  |  |       | $ | 1.90  |      |  | $ | 2.06  |  |  | $ | 2.00  | 
|April 2014     |  | $     | 1.90  |  |       | $ | 1.35  |      |  | $ | 2.10  |  |  | $ | 2.00  | 
|March 2014     |  | $     | 1.80  |  |       | $ | 1.80  |      |  | $ | 2.10  |  |  | $ | 1.95  | 



|B. | Plan of Distribution.
|-- | ---------------------

Not applicable.



|C. | Markets.
|-- | --------

The Corporations Voting Shares and Variable Voting Shares trade on the TSX.



|D. | Dilution.
|-- | ---------

Not applicable.



|E. | Expenses of the issue.
|-- | ----------------------

Not applicable.



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ITEM 10. ADDITIONAL INFORMATION



|A. | Share Capital.
|-- | --------------

Not applicable.



|B. | Memorandum and Articles of Association.
|-- | ---------------------------------------

The articles of incorporation and articles of amendment (collectively, the Articles) of the Corporation are
incorporated by reference to the information in our registration statement on Form F-4 filed with the Securities and Exchange Commission, in Washington, D.C. on June 8, 2011 to which our Articles of Incorporation and Articles of Amendment were
filed as exhibits.

No further changes have been made to the Corporations Articles. The Corporations Articles
do not place any restrictions on the business that the Corporation may carry on.

On October 24, 2013, the board of
directors of the Corporation (the Board) approved, and on January 9, 2014, the Shareholders ratified, amendments to the Corporations by-laws to include advance notice provisions, the purpose of which is to require
advance notice to be provided to the Corporation in circumstances where nominations of persons for election to the Board are made by Shareholders other than pursuant to: (i) a requisition of a meeting of Shareholders made pursuant to the
provisions of the CBCA; or (ii) a Shareholder proposal made pursuant to the provisions of the CBCA.

A copy of the
by-law amendment was filed as Exhibit 99.1 to the Registrants Form 6-K filed on October 25, 2013.

Certain Powers of Directors

The Canada Business Corporations Act(the CBCA) requires that every director who is a party
to a material contract or transaction or a proposed material contract or transaction with a corporation, or who is a director or officer of, or has a material interest in, any person who is a party to a material contract or transaction or a proposed
material contract or transaction with the corporation, shall disclose in writing to the corporation or request to have entered in the minutes of the meetings of directors the nature and extent of his or her interest, and shall refrain from voting in
respect of the material contract or transaction or proposed material contract or transaction unless the contract or transaction is: (a) one relating primarily to his or her remuneration as a director, officer, employee or agent of the
corporation or an affiliate; (b) one for indemnity of or insurance for directors as contemplated under the CBCA; or (c) one with an affiliate. However, a director who is prohibited by the CBCA from voting on a material contract or proposed
material contract may be counted in determining whether a quorum is present for the purpose of the resolution, if the director disclosed his or her interest in accordance with the CBCA, the directors approved the contract or transaction, and the
contract or transaction was reasonable and fair to the corporation at the time it was approved. The Corporations by-laws provide that the directors shall from time to time determine by resolution the remuneration to be paid to the directors,
which shall be in addition to the salary paid to any officer or employee of the Corporation who is also a director.

The
directors may also by resolution award special remuneration to any director in undertaking any special services on the Corporations behalf other than the normal work ordinarily required of a director of the Corporation. The by-laws provide
that confirmation of any such resolution by the Corporations Shareholders is not required.

The CBCA provides that,
unless otherwise provided in the Corporations articles or by-laws, the directors may without authorization of the shareholders: (a) borrow money on the credit of the Corporation; (b) issue, reissue, sell, pledge or hypothecate debt
obligations of the Corporation; (c) give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and (d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of
the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.



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The directors may, by resolution, make, amend or repeal any by-laws that regulate
the business or affairs of the Corporation. The CBCA requires the directors to submit any such amendment or repeal of a by-law to the Corporations Shareholders at the next meeting of Shareholders, and the Shareholders may, by ordinary
resolution, confirm, reject or amend the by-law, amendment or repeal.

Meetings of Shareholders

The CBCA requires the Corporation to call an annual Shareholders meeting not later than 15 months after holding the last
preceding annual meeting but no later than six months after the end of the Corporations preceding financial year and permits the Corporation to call a special Shareholders meeting at any time. In addition, in accordance with the CBCA,
the holders of not less than 5% of the Corporations shares carrying the right to vote at a meeting sought to be held may requisition the directors to call a Shareholders meeting for the purposes stated in the requisition. The Corporation
is required to mail a notice of meeting and management information circular to registered Shareholders not less than 21 days and not more than 60 days prior to the date of any annual or special Shareholders meeting. These materials also are
filed with Canadian securities regulatory authorities and the SEC. The Corporations by-laws provide that a quorum of two Shareholders in person or represented by proxy holding or representing by proxy not less than 10% of the
Corporations issued shares carrying the right to vote at the meeting is required to transact business at a Shareholders meeting. Shareholders, and their duly appointed proxies and corporate representatives, as well as the
Corporations auditors, are entitled to be admitted to the Corporations annual and special Shareholders meetings.

Disclosure of Share Ownership

The Securities Act(Ontario) provides that a person or company that beneficially owns, directly or indirectly,
voting securities of an issuer or that exercises control or direction over voting securities of an issuer or a combination of both, carrying more than 10% of the voting rights attached to all the issuers outstanding voting securities (a
reporting insider) must, within 10 days of becoming a reporting insider, file a report in the required form disclosing the reporting insiders (i) beneficial ownership of, or control or direction over, whether direct or
indirect, securities of the issuer and (ii) any interest in, or right or obligation associated with, a related financial instrument involving a security of the issuer. The Securities Act(Ontario) also provides for the filing
of a report by a reporting insider of a reporting issuer in respect of a change in the reporting insiders (i) beneficial ownership of, or control or direction over, whether direct or indirect, securities of the reporting issuer or
(ii) interest in, or right or obligation associated with, a related financial instrument involving a security of the reporting issuer. This report must be filed within 5 days after the date on which the change occurs. The Securities
Act(Ontario) also provides that a person or company that acquires beneficial ownership of, or the power to exercise control or direction over, voting or equity securities of any class or securities convertible into voting or equity
securities of any class of a reporting issuer that, together with previously held securities brings the total holdings of such holder to 10% or more of the outstanding securities of that class, must (a) promptly issue and file a news release
containing the prescribed information and (b) file a report within two business days from the date of the acquisition containing the same information set out in the news release. The acquiring person or company must also issue a press release
and file a report each time it acquires an additional 2% or more of the outstanding securities of the same class and every time there is a material change to the contents of the news release and report previously issued and filed.

Dividends

The Corporation has not paid dividends and its current intention is not to declare dividends for the foreseeable future. Any
future determination to pay cash dividends is at the discretion of the Board and will depend on Postmedias financial condition, results of operations, capital requirements and such other factors as the Board deems relevant. Pursuant to the
CBCA, the Corporation may not declare or pay a dividend if there are reasonable grounds for believing that: (i) the Corporation is, or would after the payment be, unable to pay its liabilities as they become due; or (ii) the realizable
value of its assets would thereby be less than the aggregate of its liabilities and stated capital of all classes. There are also certain restrictions in the agreements relating to the New ABL Facility, the First-Lien Notes and the Second-Lien Notes
which limit the ability of the Corporation to pay dividends.



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Authorized Capital - General

The Corporations authorized capital consists of two classes: Voting Shares and Variable Voting Shares. The Corporation is
authorized to issue an unlimited number of Voting Shares and Variable Voting Shares. As of November 17, 2014, there were 942,319 Voting Shares and 39,267,300 Variable Voting Shares issued and outstanding. A summary of the rights attaching to
the Voting Shares and Variable Voting Shares are set forth below.

Rights upon Liquidation, Dissolution or Winding-Up

Subject to the rights, privileges, restrictions and conditions attaching to any future shares of the Corporation ranking senior
to the Voting Shares, upon liquidation, dissolution or winding up of the Corporation or other distribution of the Corporations assets among its Shareholders for the purpose of winding up its affairs, the holders of the Voting Shares and
Variable Voting Shares shall be entitled to share equally, share for share, in all distributions of such assets.

Voting Shares

Voting rights

Holders of the Voting Shares shall be entitled to receive notice of, and to attend and vote at, all meetings of the
Shareholders of the Corporation (except where the holders of a specified class are entitled to vote separately as a class as provided in the CBCA), and each Voting Share shall confer the right to one vote in person or by proxy at all meetings of
Shareholders of the Corporation.

Dividends

Subject to the rights, privileges, restrictions and conditions attaching to the shares of the Corporation of any future class
ranking senior to the Voting Shares, the holders of the Voting Shares shall, at the discretion of the directors, be entitled to receive, out of monies, assets or property of the Corporation properly applicable to the payment of dividends, any
dividends declared and payable by the Corporation on the Voting Shares. The Voting Shares shall rank equally as to dividends on a share-for-share basis with the Variable Voting Shares and all dividends declared in any fiscal year of the Corporation
shall be declared in equal or equivalent amounts per share on all Voting Shares and Variable Voting Shares at the time outstanding, without preference or distinction.

Subdivision or Consolidation

No subdivision or consolidation of the Voting Shares or the Variable Voting Shares shall occur unless, simultaneously, the
shares of the other class are subdivided or consolidated in the same manner, so as to maintain and preserve the relative rights of the holders of the shares of each of the said classes.

Conversion

An issued and outstanding Voting Share shall be converted into one Variable Voting Share, automatically and without any further
act of the Corporation or the holder, if such Voting Share becomes held or beneficially owned or controlled, directly or indirectly, otherwise than by way of security only, by one or more persons who are citizens or subjects of a country other than
Canada or are controlled by one or more citizens or subjects of a country other than Canada (each a Non-Canadian). In addition to the automatic conversion feature, a holder of Voting Shares shall have the option at any time to
convert some or all of such shares into Variable Voting Shares on a one-for-one basis and to convert those shares back to Voting Shares on a one-for-one basis.



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Constraints on Ownership of Shares

The Voting Shares may only be beneficially owned and controlled, directly or indirectly, by persons that are not Non-Canadian.

Variable Voting Shares

General

The Variable Voting Shares have identical terms as the Voting Shares and rank equally with respect to voting, dividends and
rights upon liquidation, distribution and winding up, except that Variable Voting Shares shall not carry one vote per Variable Voting Share if:



| | (a) | the number of issued and outstanding Variable Voting Shares exceeds 49.9% of the total number of all issued and outstanding Shares; or
| | --- | --------------------------------------------------------------------------------------------------------------------------------------



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

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

Conversion

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

Coattail Provision

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

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



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Declaration as to Canadian Status

Under the Corporations articles of incorporation, the directors may, prior to the issuance of any Shares or the
registration or transfer of any Shares, require that there be submitted to the Corporation and/or its transfer agent, a declaration setting forth the name of the person who beneficially will own or control such Shares and whether or not such person
is a Non-Canadian, as well as such other information as the Board considers relevant for purposes of determining whether that person is in compliance with the restrictions on issue or transfer of the Shares.

In order to ensure it complies with its share ownership restrictions, Postmedia has in place special operating procedures for
monitoring share ownership that are designed to ensure that the share register of each of the Voting Shares and Variable Voting Shares remains accurate. These procedures establish that Computershare Investor Services Inc., the Corporations
transfer agent, will make periodic inquiries of intermediaries holding Voting Shares for non-registered holders to ensure compliance with shareholding ownership requirements.

Shareholder Rights Plan

The Postmedia Rights Plan was reconfirmed at the annual and special shareholder meeting of the Corporation held on
January 9, 2014 and will remain in force until the earlier of the Termination Time (the time at which the right to exercise rights will terminate pursuant to the Postmedia Rights Plan) and the annual shareholder meeting of Postmedia three years
thereafter unless at or prior to such meeting the Shareholders ratify the continued existence of the Postmedia Rights Plan.

The following is a summary of the key features of the Postmedia Rights Plan. This summary does not purport to be complete and
is subject to, and qualified in its entirety by reference to, the provisions of the Postmedia Rights Plan, the full text of which is available on the SEDAR website at www.sedar.com. on the EDGAR website at www.sec.gov. (Capitalized terms used in
this section not otherwise defined herein have the meaning attributed to them in the Postmedia Rights Plan).

Issuance of Rights

One Right has been issued by Postmedia in respect of each Voting Share and Variable Voting Share outstanding at the
Effective Time and will continue to be issued in respect of each Voting Share and Variable Voting Share issued thereafter and prior to the earlier of the Separation Time (defined below) and the Expiration Time. Under the Postmedia Rights Plan, the
Rights are confirmed and Postmedia confirms its authorization to continue the issuance of new Rights for each Voting Share and Variable Voting Share issued. Each Right entitles the registered holder thereof to purchase from Postmedia one Voting
Share or Variable Voting Share, as the case may be. The Exercise Price under the Postmedia Rights Plan is an amount equal to three times the market price, from time to time, per Voting Share or Variable Voting Share, as the case may be. The Rights
are not exercisable until the Separation Time. If a Flip-In Event (defined below) occurs, each Right will entitle the registered holder to receive, upon payment of the Exercise Price, the number of Voting Shares or Variable Voting Shares, as
applicable, having an aggregate Market Price on the date of consummation or occurrence of such Flip-In Event equal to ten times the relevant Exercise Price for an amount in cash equal to the relevant Exercise Price.

Under the Postmedia Rights Plan, Postmedia is not required to issue or deliver Rights, or securities issuable upon the
exercise of Rights, outside of Canada, where such issuance or delivery would be unlawful without registration of the relevant Persons or securities. If the Postmedia Rights Plan would require compliance with securities laws or comparable legislation
of a jurisdiction outside of Canada, Postmedia may establish procedures for the issuance to a Canadian resident fiduciary of such securities, to hold such Rights or other securities in trust for the Persons beneficially entitled to them, to sell
such securities, and to remit the proceeds to such Persons.



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Trading of Rights

Until the Separation Time (or the earlier termination or expiration of the Rights), the Rights will be evidenced by the
certificates representing Voting Shares or Variable Voting Shares, as the case may be, and will be transferable only together with such associated shares. From and after the Separation Time and prior to the Expiration Time, separate certificates
evidencing the Rights (Rights Certificates), together with a disclosure statement prepared by Postmedia describing the Rights, will be mailed to holders of record of Voting Shares and Variable Voting Shares (other than an
Acquiring Person) as of the Separation Time. Rights Certificates will also be issued in respect of Voting Share and Variable Voting Share issued prior to the Expiration Time, to each holder (other than an Acquiring Person) converting, after the
Separation Time, securities (Convertible Securities) convertible into or exchangeable for Voting Shares or Variable Voting Shares. The Rights will trade separately from the Voting Shares and Variable Voting Shares, as the case may
be, after the Separation Time.

Separation Time

The Separation Time is the close of business on the tenth Business Day after the earlier of (i) the Share Acquisition
Date, which is generally the first date of public announcement of facts indicating that a Person has become an Acquiring Person; and (ii) the date of the commencement of, or first public announcement of the intent of any Person (other than
Postmedia or any Subsidiary of Postmedia) to commence a Take-over Bid (other than a Permitted Bid or a Competing Permitted Bid, so long as such bid continues to satisfy the requirements of a Permitted Bid or Competing Permitted Bid). In either case,
the Separation Time can be such later date as may be determined by the Board acting in good faith. If a Take-over Bid expires, is cancelled, terminated or otherwise withdrawn prior to the Separation Time, it will be deemed never to have been made.

Acquiring Person

In general, an Acquiring Person is a Person who is the Beneficial Owner of 20% or more of the outstanding
Voting Shares or Variable Voting Shares. Excluded from the definition of Acquiring Person are Postmedia and its Subsidiaries, and any Person who becomes the Beneficial Owner of 20% or more of the outstanding Voting Shares or
Variable Voting Shares as a result of one or more or any combination of an acquisition or redemption by Postmedia of Shares, a Permitted Bid Acquisition, an Exempt Acquisition, a Convertible Security Acquisition and a Pro Rata Acquisition.

The definitions of Permitted Bid Acquisition, Exempt Acquisition,
Convertible Security Acquisition and Pro Rata Acquisition are set out in the Postmedia Rights Plan. However, in general:



| | (a) | a Permitted Bid Acquisition means an acquisition of Voting Shares or Variable Voting Shares made pursuant to a Permitted Bid or
a Competing Permitted Bid;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | a Share Reduction means an acquisition or redemption by Postmedia or a Subsidiary of Postmedia of Voting Shares or Variable
Voting Shares or the automatic or optional conversion of Variable Voting Shares into Voting Shares or vice versa (other than, for greater certainty, the automatic or optional conversion of shares Beneficially Owned by such Person) pursuant to the
Corporations Constating Documents and the share provisions contained therein that, by reducing the number of Voting Shares or Variable Voting Shares outstanding, increases the percentage of outstanding Voting Shares or Variable Voting Shares
Beneficially Owned by such Person to 20% or more of the Voting Shares or Variable Voting Shares, as the case may be, then outstanding;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (c) | an Exempt Acquisition means a Voting Share or Variable Voting Share acquisition: (A) in respect of which the Board has
waived the application of the Postmedia Rights Plan pursuant to certain provisions of the Postmedia Rights Plan; (B) pursuant to a dividend reinvestment plan of Postmedia; (C) pursuant to the receipt or exercise of rights issued by
Postmedia to all holders of Voting Shares or Variable Voting Shares (other than holders resident in a jurisdiction where such dividend is restricted or impracticable as a result of applicable law) to subscribe for or purchase Voting Shares, Variable
Voting Shares or Convertible Securities, provided that such rights are acquired directly from Postmedia and not from any other person and provided that the Person does not thereby acquire a greater percentage of Voting Shares, Variable Voting Shares
or Convertible Securities so offered than the Persons percentage of Voting Shares, Variable Voting Shares or Convertible Securities beneficially owned immediately prior to such acquisition; (D) pursuant to a distribution by Postmedia of
Voting Shares, Variable Voting Shares or Convertible Securities by way of prospectus or private placement by Postmedia, provided that the Person does not thereby acquire (or is deemed to Beneficially Own) a greater percentage of Voting Shares or
Variable Voting Shares so offered than the Persons percentage of Voting Shares or Variable Voting Shares Beneficially Owned immediately prior to such acquisition; or (E) pursuant to the exercise of awards granted under a deferred share
unit plan of Postmedia, options granted under a share option plan of Postmedia or rights to purchase securities granted under a share purchase plan of Postmedia;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | a Pro Rata Acquisition means an acquisition of Voting Shares, Variable Voting Shares or Convertible Securities: (i) as a
result of a stock dividend, a stock split or other event pursuant to which such Person receives or acquires Voting Shares, Variable Voting Shares or Convertible Securities on the same pro rata basis as all other holders of securities of the same
class or series of Postmedia; (ii) pursuant to a regular dividend reinvestment or other plan of Postmedia made available by Postmedia to all holders of Voting Shares and Variable Voting Shares (other than holders resident in any jurisdiction
where participation in any such plan is restricted or impractical as a result of applicable law), where such plan permits the holder to direct that the dividends paid in respect of such Voting Shares and Variable Voting Shares be applied to the
purchase from Postmedia of Voting Shares, Variable Voting Shares or Convertible Securities; or (iii) pursuant to the receipt and/or exercise of rights (other than the Postmedia Rights) issued by Postmedia to all of the holders of a series or
class of Voting Shares and Variable Voting Shares (other than holders resident in any jurisdiction where participation in any such plan is restricted or impractical as a result of applicable law) on a pro rata basis to subscribe for or purchase
Voting Shares, Variable Voting Shares or Convertible Securities, provided, however, that such Person does not thereby acquire a greater percentage of Voting Shares or Variable Voting Shares, as applicable, than the percentage of Voting Shares or
Variable Voting Shares Beneficially Owned by that Person immediately prior to such acquisition;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | a Convertible Security Acquisition means an acquisition of Voting Shares or Variable Voting Shares upon the exercise, conversion
or exchange of Convertible Securities received by such Person pursuant to a Permitted Bid Acquisition, Exempt Acquisition or a Pro Rata Acquisition; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (f) | a Grandfathered Person means a Person who is the Beneficial Owner of 20% or more of the outstanding Voting Shares or Variable
Voting Shares determined as at the Record Time, provided, however, that this exception shall not be, and shall cease to be, applicable to a Grandfathered Person in the event that such Grandfathered Person shall, after the Record Time, become the
Beneficial Owner of any additional Voting Shares or Variable Voting Shares, other than through one or any combination of a Permitted Bid Acquisition, an Exempt Acquisition, a Share Reduction, a Pro Rata Acquisition or a Convertible Security
Acquisition.
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Also excluded from the definition of Acquiring Person is an
underwriter or member of a banking or selling group that becomes the Beneficial Owner of 20% or more of Voting Shares or Variable Voting Shares in connection with a distribution of securities by way of prospectus or private placement.

Beneficial Ownership

In general, a Person is deemed to Beneficially Own Voting Shares or Variable Voting Shares actually held by others in
circumstances where those holdings are or should be grouped together for purposes of the Postmedia Rights Plan. Included are holdings by the Persons Affiliates (generally, a person that controls, is controlled by, or is under common control
with another person) and Associates (generally, relatives sharing the same residence). Also included are securities which the Person or any of the Persons Affiliates or Associates has the right to acquire within 60 days (other than
(i) customary agreements with and between underwriters and/or banking group and/or selling group members with respect to a public offering or private placement of securities; or (ii) pursuant to a pledge of securities in the ordinary
course of the pledgees business), including Voting Shares into which Variable Voting Shares held by a citizen or subject of Canada are convertible pursuant to the Corporations Constating Documents and the share provisions contained
therein; provided, however, that a Non-Canadian who holds Variable Voting Shares will not be deemed to be the Beneficial Owner of, have Beneficial Ownership of or Beneficially Own any Voting
Shares into which the Variable Voting Shares owned by such Person are convertible.

A Person is also deemed to
Beneficially Own any securities that are Beneficially Owned (as described in Beneficial Ownership) by any other Person with which the Person is acting jointly or in concert (a Joint Actor). A
Person is a Joint Actor with any Person who is a party to any agreement, arrangement or understanding with the first Person or an Associate or Affiliate thereof for the purpose of acquiring or offering to acquire Shares.

Institutional Shareholder Exemptions from Beneficial Ownership

The definition of Beneficial Ownership contains several exclusions whereby a Person is not considered to
Beneficially Own a security. There are exemptions from the deemed Beneficial Ownership provisions for institutional investors acting in the ordinary course of business. These exemptions apply to: (i) an
investment manager (Investment Manager) which holds securities in the ordinary course of business in the performance of its duties for the account of any other Person (a Client), including the acquisition or
holding of securities for non-discretionary accounts held on behalf of a Client by a broker or dealer registered under applicable securities law, provided, however, that for greater certainty, Investment Manager does not include a hedge fund, a
private equity fund or similar fund or entity or any Person who manages any of the foregoing; (ii) a licensed trust company (Trust Company) acting as trustee or administrator or in a similar capacity in relation to the
estates of deceased or incompetent persons (each an Estate Account) or in relation to other accounts (each an Other Account) and which holds such security in the ordinary course of its duties for such accounts;
(iii) the administrator or the trustee (a Plan Trustee) of one or more pension funds or plans (a Pension Fund or Plan) registered under applicable law; (iv) a Person who is a Pension Fund or Plan or is
a Person established by statute (the Statutory Body), and its ordinary business or activity includes the management of investment funds for employee benefit plans, pension plans, insurance plans or various public bodies; or
(v) a Crown agent or agency. The foregoing exemptions only apply so long as the Investment Manager, the Trust Company, the Plan Trustee, the Pension Fund or Plan, the Statutory Body or the Crown agent or agency is not then making or has not
then announced an intention to make a Take-over Bid alone or acting jointly or in concert with any other Person, other than an Offer to Acquire Voting Shares or Variable Voting Shares or other securities pursuant to a distribution by Postmedia or by
means of ordinary market transactions.



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A Person will not be deemed to Beneficially Own a security
because (i) the Person is a Client of the same Investment Manager, an Estate Account or an Other Account of the same Trust Company, or Pension Fund or Plan with the same Plan Trustee as another Person or Pension Fund or Plan on whose account
the Investment Manager, Trust Company or Plan Trustee, as the case may be, holds such security; or (ii) the Person is a Client of an Investment Manager, Estate Account, Other Account or Pension Fund or Plan, and the security is owned at law or
in equity by the Investment Manager, Trust Company or Plan Trustee, as the case may be.

Flip-In Event

A Flip-In Event occurs when any Person becomes an Acquiring Person. In the event that, prior to the Expiration
Time, a Flip-In Event which has not been waived by the Board (whether before or after the occurrence of such Flip-In Event) occurs (see Waiver of Flip-In Events below), each Right (except for Rights Beneficially Owned or which may
thereafter be Beneficially Owned by an Acquiring Person or a transferee of such a Person, which Rights will become null and void) will constitute the right to purchase from Postmedia, upon exercise thereof in accordance with the terms of the
Postmedia Rights Plan, that number of Voting Shares or Variable Voting Shares, as applicable, having an aggregate Market Price on the date of the Flip-In Event equal to ten times the Exercise Price, for the Exercise Price (such Right being subject
to anti-dilution adjustments).

Permitted Bid and Competing Permitted Bid

A Permitted Bid is a Take-over Bid made by way of a Take-over Bid circular and which complies with the following additional
provisions:



| | (a) | the Take-over Bid is made for all of the Voting Shares and Variable Voting Shares and is made to all holders of record of Voting Shares and
Variable Voting Shares, other than the Offeror, its Affiliates, Associates and Joint Actors;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | the Take-over Bid contains irrevocable and unqualified conditions that:
| | --- | -----------------------------------------------------------------------



| | A. | no security will be taken up or paid for pursuant to the Take-over Bid prior to the close of business on a date which is not less than 60 days
following the date of the Take-over Bid and the provisions for the take-up and payment for Voting Shares and Variable Voting Shares tendered or deposited thereunder will be subject to such irrevocable and unqualified condition;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | B. | unless the Take-over Bid is withdrawn, securities may be deposited pursuant to the Take-over Bid at any time prior to the close of business on the
date of first take-up or payment for securities and securities deposited pursuant to the Take-over Bid may be withdrawn at any time prior to the close of business on such date;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | C. | not less than 50% of each of the outstanding Voting Shares and Variable Voting Shares held by Independent Shareholders must be deposited to the
Take-over Bid and not withdrawn at the close of business on the date of first take-up or payment for securities; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | D. | in the event that not less than 50% of each of the outstanding Voting Shares and Variable Voting Shares held by Independent Shareholders have been
deposited to the Take-over Bid and not withdrawn as at the date of first take-up or payment for securities under the Take-over Bid, the Offeror will make a public announcement of that fact and the Take-over Bid will remain open for deposits and
tenders of securities for not less than 10 Business Days from the date of such public announcement.
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A Competing Permitted Bid is a Take-over Bid that is made after a Permitted Bid
or another Competing Permitted Bid has been made but prior to its expiry, satisfies all the requirements of a Permitted Bid as described above, except that a Competing Permitted Bid is not required to remain open for 60 days so long as it is open
until the later of (i) the earliest date on which securities may be taken-up or paid for under any earlier Permitted Bid or Competing Permitted Bid that is in existence; and (ii) 35 days (or such other minimum period of days as may be
prescribed by applicable law in Ontario) after the date of the Take-over Bid constituting the Competing Permitted Bid.

Redemption and
Termination of Rights



| | (a) | Redemption of Rights on Approval of Holders of Shares and Rights. The Board may, at any time prior to the occurrence of a Flip-In Event,
elect to redeem all but not less than all of the outstanding Rights at a redemption price of $0.000001 per Right, appropriately adjusted for anti-dilution as provided in the Postmedia Rights Plan (the Redemption Price).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Deemed Redemption. Where a Person acquires, pursuant to a Permitted Bid or a Competing Permitted Bid, outstanding Voting Shares or
Convertible Securities, the Board shall be deemed to have elected to redeem the Rights at the Redemption Price
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | Redemption of Rights on Withdrawal or Termination of Bid. Where a Take-over Bid that is not a Permitted Bid or a Competing Permitted Bid
expires, is terminated or is otherwise withdrawn after the Separation Time and prior to the occurrence of a Flip-In Event, the Board may elect to redeem all of the outstanding Rights at the Redemption Price. In such event, all the provisions of the
Postmedia Rights Plan shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Voting Shares and Variable Voting Shares as of the Separation Time
had not been mailed to each such holder and, for all purposes of the Postmedia Rights Plan, the Separation Time shall be deemed not to have occurred and Rights shall remain attached to the outstanding Voting Shares and Variable Voting Shares.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If the Board is deemed to have elected or elects to redeem the Rights as described above, the right to
exercise the Rights will thereupon, without further action and without notice, terminate and the only right thereafter of the holders of Rights will be to receive the Redemption Price. Within 10 Business Days of any such election or deemed election
to redeem the Rights, Postmedia will notify the holders of the Shares or, after the Separation Time, the holders of the Rights.

Waiver
of Flip-In Events

The Board may waive the application of the events that occur under a Flip-In Event (see
Shareholder Rights Plan  Flip-In Event above) to any Flip-In Event by written notice delivered to the Rights Agent and in the event of such waiver, the Flip-In Event shall be deemed never to have occurred and, if such waiver
is provided after the Separation Time, all the provisions of Postmedia Rights Plan shall continue to apply as if the Separation Time had not occurred and Rights Certificates representing the number of Rights held by each holder of record of Voting
Shares and Variable Voting Shares as of the Separation Time had not been mailed to each such holder, and the Separation Time shall be deemed not to have occurred and Rights shall remain attached to the outstanding Voting Shares and Variable Voting
Shares.

Anti-Dilution Adjustments

The Exercise Price of a Right, the number and kind of securities subject to purchase upon exercise of a Right, and the number
of Rights outstanding, will be adjusted in certain events, including, without limitation:



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| | (i) | if there is: (A) a declaration of a dividend on its Voting Shares or Variable Voting Shares payable in Voting Shares or Variable Voting Shares
(or Convertible Securities) other than pursuant to any mandatory or optional share dividend reinvestment program, (B) a subdivision or change of the then outstanding Voting Shares or Variable Voting Shares into a greater number of shares,
(C) a combination or change of the then outstanding Voting Shares or Variable Voting Shares into a smaller number of shares, or (D) an issuance of Voting Shares or Variable Voting Shares (or Convertible Securities) in lieu of or in
exchange for existing shares; or
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | if Postmedia fixes a record date for a distribution to all holders of Voting Shares and Variable Voting Shares of certain rights or warrants to
acquire Voting Shares or Variable Voting Shares or Convertible Securities, or for the making of a distribution to all holders of Voting Shares or Variable Voting Shares of evidences of indebtedness or assets (other than regular periodic cash
dividends or a distribution payable in Voting Shares or Variable Voting Shares, but including any distribution payable in securities other than Voting Shares or Variable Voting Shares).
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Supplements and Amendments

Postmedia may at any time, amend, supplement, vary or delete any of the provision of the Postmedia Rights Plan.

Any such amendment, supplement, variation or deletion shall be effective from the date of the resolution of the Board adopting
such amendment, supplement, variation or deletion or such earlier or later date as the Board may otherwise determine. The implementation of any such amendment, supplement, variation or deletion will be subject to receipt of any necessary regulatory
approval including that of any securities regulatory authority or stock exchange.



|C. | Material Contracts
|-- | ------------------

First-Lien Notes Indenture

On August 16, 2012, Postmedia Network Inc. issued $250 million in aggregate principal amount of First-Lien Notes. The
First-Lien Notes were issued under an indenture dated as of August 16, 2012 with Computershare Trust Company of Canada, as trustee and as collateral agent and Postmedia Network Canada Corp. as guarantor. The First-Lien Notes are secured on a
first-priority basis by substantially all of the assets of Postmedia Network Inc. (other than the ABL Collateral then owned or thereafter acquired by Postmedia Network Inc. and the guarantors thereunder) (the First-Lien Notes
Collateral) and on a second-priority basis by the ABL Collateral. The First-Lien Notes indenture contains covenants that, among other things, restrict the issuers ability to incur additional indebtedness, pay dividends or make other
distributions or repurchase or redeem certain indebtedness or capital stock, make loans and investments, sell assets, incur certain liens, enter into certain transactions with affiliates, alter the businesses it conducts, enter into agreements
restricting its subsidiaries ability to pay dividends and consolidate, merge or sell all or substantially all of its assets. The proceeds from the issuance of the First-Lien Notes were used to repay amounts then outstanding under the
Corporations previous Term Loan Facility of US$240 million.

Second-Lien Notes Indenture

On July 13, 2010, Postmedia Network Inc. issued US$275 million in aggregate principal amount of Second-Lien Notes. The
Second-Lien Notes were issued with original issue discount resulting in gross proceeds of 97.55%. The Second-Lien Notes were issued under an indenture dated as of July 13, 2010 with The Bank of New York Mellon, as trustee, Postmedia
Network Canada Corp. as guarantor and BNY Trust Company of Canada, as collateral agent. The Second-Lien Notes are secured on a second-priority basis by the First-Lien Notes Collateral and on a third-priority basis by the ABL Collateral. The
covenants contained in the Second-Lien Notes indenture are substantially similar to the covenants contained in the First-Lien Notes indenture described above.



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ABL Facility

On July 13, 2010, Postmedia entered into a four-year senior secured asset-based revolving credit facility for an aggregate
amount of up to $60 million, including a $10 million letter of credit sub-facility, (the ABL Facility), pursuant to the terms and conditions of a revolving credit agreement among Morgan Stanley Senior Funding, Inc. as
administrative agent, collateral agent, joint collateral agent, co-syndication agent and paying agent, JPMorgan Chase Bank N.A. as co-syndication agent, Wells Fargo Capital Finance Corporation of Canada, as joint collateral agent and
co-documentation agent, Royal Bank of Canada as co-documentation agent, Postmedia Network Canada Corp. as guarantor and certain lenders party thereto. The ABL Facility matured on July 13, 2014. The Corporation had the option of two interest
rates for borrowings under the ABL Facility with such rates being the Canadian prime rate plus a margin of 2.75% per annum (such margin may be reduced to 2.50% in certain events when the average availability under the ABL Facility is greater
than $30 million at the end of the relevant fiscal quarter) or the CDOR rate plus a margin of 3.75% per annum (such margin may be reduced to 3.50% in certain events when the average availability under the ABL Facility is greater than $30
million at the end of the relevant fiscal quarter). The maximum amount that Postmedia could borrow under the ABL Facility was limited to the lesser of a borrowing base and $60 million, less an excess availability amount of $15 million. As a result,
the maximum availability under the ABL Facility was no greater than $45 million.

On October 16, 2014, the
Corporation entered into a one-year senior secured asset-based revolving credit facility for an aggregate amount of up to $20 million (the New ABL Facility) pursuant to the terms and conditions of a revolving credit agreement
among Postmedia Network Inc., as borrower, Postmedia Network Canada Corp., as guarantor, The Bank of Nova Scotia, as administrative agent, collateral agent, lead arranger, joint bookrunner and lender, Royal Bank of Canada, as joint bookrunner and
lender, and the other lenders party thereto from time to time. The Corporation has the option of two interest rates for borrowings under the New ABL Facility, with such rates being the Canadian prime rate plus an applicable margin of 2.50% or 2.75%
(depending on undrawn availability) or the CDOR Rate plus an applicable margin of 3.50% or 3.75% (depending on undrawn availability). The maximum amount that the Corporation may borrow under the facility is the lesser of $20 million and a borrowing
base that comprises 85% of eligible accounts (subject to a dilution ratio) less reserves.

The New ABL Facility is secured
on a third-priority basis by the First-Lien Notes Collateral and on a first-priority basis by the ABL Collateral. The proceeds of the loans under the New ABL Facility are permitted to be used to finance the working capital needs and general
corporate purposes of Postmedia Network Inc. and any subsidiaries.

The New ABL Facility has a term of one year and
matures on October 16, 2015. There is an ability for the Corporation to request an extension of the New ABL Facility in the last three months of the one-year term, but this is subject to the sole discretion of the lenders. The above summary of
the New ABL Facility is subject to, and qualified in its entirety by reference to, the provisions of the New ABL Facility, which is attached hereto as Exhibit 4.17. There can be no assurance that Postmedia will be able to extend or refinance the New
ABL Facility on attractive terms, or at all. See Risk Factors - We may not be able to refinance our New ABL Facility on attractive terms, or at all in the Corporations MD&A., attached hereto as Exhibit 15.2.

The Registration Rights Agreement

On July 13, 2010, Postmedia entered into a registration rights agreement with GoldenTree. Under the agreement, GoldenTree
was granted demand registration rights pursuant to which GoldenTree may require Postmedia to file a prospectus with the Canadian securities administrators qualifying the Shares owned by GoldenTree for sale in Canada. The agreement also grants
piggyback registration rights to GoldenTree in the event that Postmedia proposes to distribute Shares by way of a prospectus, which rights allow GoldenTree to require Postmedia in certain circumstances to include Shares owned by GoldenTree in such
prospectus distribution.



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Standby Purchase Agreement

On October 6, 2014, Postmedia entered into a Standby Purchase Agreement with Goldentree, pursuant to which GoldenTree has
agreed to take up any subscription receipts not otherwise subscribed for under the Rights Offering, subject to the satisfaction of certain conditions. In connection with its backstop of the Rights Offering, if it is determined that immediately
following the closing of the Sun Acquisition GoldenTree will own Shares carrying 33 1/3% or more of the outstanding voting rights in respect of all of the issued and outstanding Shares, GoldenTree will enter into a voting restriction agreement with
Postmedia that will limit the number of votes that GoldenTree will be entitled to cast at any meeting of Postmedias Shareholders to 33 1/3%, less one share, of the total number of outstanding voting rights in respect of all of the issued and
outstanding Shares at such time, regardless of how many Shares GoldenTree owns at such time.

The Nominating Agreement

Please refer to Item 6.A Directors and Senior Management  Nominating Agreement.



|D. | Exchange Controls.
|-- | ------------------

There are no governmental laws, decrees or regulations in Canada relating to restrictions on the export or import of capital,
or affecting the remittance of interest, dividends or other payments to non-resident holders of the Corporations common shares other than withholding tax requirements. (E.g., Remittances of dividends to United States residents are generally
subject to a 15% withholding tax (5% if the Shareholder is a company beneficially owning at least 10% of the common shares of the Corporation) pursuant to Article X of the reciprocal treaty between Canada and the United States.

As described in greater detail in Item 10.B, the Voting Shares may only be beneficially owned and controlled, directly or
indirectly, by persons that are not Non-Canadian. Except for the restrictions on ownership described in Item 10.B Memorandum and Articles of Association and except as provided in the Investment Canada Act (the
ICA), there are no provisions under the laws of Canada or in the Articles of the Corporation restricting the right of foreigners to hold or vote the common shares of the Corporation.

Under the ICA, certain transactions involving the acquisition of control of a Canadian business by a non-Canadian that exceed
prescribed monetary thresholds are subject to review and cannot be implemented unless the applicable Minister responsible for the ICA is satisfied that the acquisition is likely to be of net benefit to Canada. The Minister of Canadian Heritage (for
cultural businesses) and the Minister of Industry (for all other activities) are the two Ministers who are responsible for reviewing transactions. Where a transaction is subject to the review requirement (a Reviewable
Transaction), an application for review must be filed with the applicable Director of Investments appointed by the responsible Minister prior to the implementation of the Reviewable Transaction. The responsible Minister is then required to
determine whether the Reviewable Transaction is likely to be of net benefit to Canada, taking into account the application for review, any written undertakings from the investor and the prescribed factors of assessment set out in the ICA.

The monetary threshold for the review of Canadian businesses carrying on a cultural business within the
meaning of the ICA is $5 million. The Corporation carries on a cultural business within the meaning of the ICA. An acquisition of control of the Corporation by a non-Canadian would be a Reviewable Transaction if the value of the
assets of the Corporation equalled or exceeded $5 million. The transaction would also be a Reviewable Transaction even if the Corporations assets were less than $5 million if the Governor in Council (the Canadian federal cabinet) elected to
review the transaction. In this latter case, the transaction could be implemented prior to such determination.



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The ICA sets out rules to determine, inter alia, who is a non-Canadian and
whether there has been an acquisition of control of a Canadian business. Notwithstanding these rules, under the ICA, where a transaction involves a Canadian business which carries on a cultural business, the Minister of Canadian
Heritage has discretion to make a determination that an investor which may qualify as a Canadian under the rules is in fact a non-Canadian and that there has been in fact an acquisition of control of the Canadian business notwithstanding that there
may not have been an acquisition of control under the other provisions of the ICA.



|E. | Taxation.
|-- | ---------

Material Canadian Federal Income Tax Consequences for United States Residents

The following summarizes the material Canadian federal income tax consequences generally applicable to the holding and
disposition of our shares by a holder (in this summary, a U.S. holder), who, (a) for the purposes of the Income Tax Act (Canada) (the Tax Act), and at all relevant times, is not resident in Canada, deals at
arms length with us, is not affiliated with us, holds our shares as capital property and does not use or hold and is not deemed to use or hold our shares in the course of carrying on, or otherwise in connection with, a business in Canada, and
(b) for the purposes of the Canada-United States Income Tax Convention, 1980 (the Treaty), and at all relevant times, is a resident of the U.S. and is a qualifying person for purposes of the Treaty. This
summary does not apply to traders or dealers in securities, limited liability companies, tax-exempt entities, insurers, financial institutions (including those to which the mark-to-market provisions of the Tax Act apply), or any other holder in
special circumstances. This summary is based on the current provisions of the Tax Act including all regulations thereunder, the Treaty, all proposed amendments to the Tax Act, the regulations and the Treaty publicly announced by the Government of
Canada to the date hereof, and our understanding of the current administrative practices and assessing policies of the Canada Revenue Agency. It has been assumed that all currently proposed amendments will be enacted as proposed and that there will
be no other relevant change in any governing law or administrative practice, although no assurances can be given in these respects. The summary does not take into account Canadian provincial, U.S. federal, state or other foreign income tax law or
practice. The tax consequences to any particular U.S. holder will vary according to the status of that holder as an individual, trust, corporation, partnership or other entity, the jurisdictions in which that holder is subject to taxation, and
generally according to that holders particular circumstances. Accordingly, this summary is not, and is not to be construed as, Canadian tax advice to any particular U.S. holder. All U.S. holders are advised to consult with their own tax
advisors regarding their particular circumstances. The discussion below is qualified accordingly.

Dividends

Dividends paid or credited, or deemed to be paid or credited, to a U.S. holder by us will be subject to Canadian withholding
tax under the Tax Act at the rate of 25% of the gross amount of the dividends, unless reduced under an applicable tax treaty. Under the Treaty, the rate of withholding tax on dividends paid to a U.S. holder that is the beneficial owner of such
dividends is generally limited to 15% of the gross amount of the dividends (or 5% if the U.S. holder is a company which beneficially owns at least 10% of our voting shares). We will be required to withhold the applicable withholding tax from any
dividend and remit it to the Canadian government for the U.S. holders account.



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Disposition

For purposes of the following discussion, we have assumed that our shares will remain listed on the TSX. A U.S. holder is not
subject to tax under the Tax Act in respect of a capital gain realized on the disposition of our shares in the open market unless the shares constitute taxable Canadian property to the holder thereof and the U.S. holder is not
entitled to relief under the Treaty. Our shares will constitute taxable Canadian property to a U.S. holder if, at any time during the 60 month period preceding the disposition, the U.S. holder, persons with whom the U.S. holder did not deal at
arms length or a partnership in which the U.S. holder or a non-arms length person holds a membership interest directly or indirectly through one or more partnerships, alone or together, owned 25% or more of the issued shares of any class
or series of our capital stock, and more than 50% of the fair market value of our shares was derived, directly or indirectly, from any one or a combination of (i) real or immovable property situated in Canada, (ii) Canadian resource
properties, (iii) timber resource properties, and (iv) options in respect of, or interests in, or for civil rights law rights in, property described in any of (i) to (iii), whether or not that property exists. Notwithstanding the
foregoing, in other specific circumstances, including where shares were acquired for other securities in a tax-deferred transaction, our shares could be deemed to be taxable Canadian property.

If our shares constitute taxable Canadian property to the U.S. holder, the U.S. holder will (unless relieved under the Treaty)
be subject to Canadian income tax on any gain realized. The taxpayers capital gain (or loss) from a disposition of the shares is the amount, if any, by which the proceeds of disposition exceed (or are exceeded by) the aggregate of the adjusted
cost base of the shares and reasonable expenses of disposition. One-half of the capital gain is included in income. Under the Treaty, the U.S. holder will generally be exempt from Canadian tax on any capital gain realized on a disposition of our
shares provided that, at the time of the disposition, the shares do not derive their value principally from real property situated in Canada.



|F. | Dividends and Paying Agents.
|-- | ----------------------------

Not applicable.



|G. | Statements by Experts.
|-- | ----------------------

Not applicable.



|H. | Documents on Display.
|-- | ---------------------

We filed a registration statement on Form F-4 with the SEC in Washington, D.C. (Registration No. 333-174780) on
June 8, 2011, which became effective on June 13, 2011. The Registration Statement contains exhibits and schedules. Material contracts and publicly available corporate records may be viewed at our registered and records office located at
365 Bloor Street East, 12th Floor, Toronto, Ontario, Canada.

The Corporation files annual reports and furnishes other
information with the SEC. You may read and copy any document that we file at the SECs Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 or by accessing the Commissions website (http://www.sec.gov). The Corporation also
files its annual reports and other information with the Canadian Securities Administrators via SEDAR (www.sedar.com).



|I. | Subsidiary Information.
|-- | -----------------------

We hold a 100% interest in our only subsidiary, Postmedia Network Inc., a company incorporated under the laws of Canada.



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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK

Please refer to Financial Instruments and Financial Instruments Risk Management in the
MD&A, attached hereto as Exhibit 15.2.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN
EQUITY SECURITIES



|A. | Debt Securities.
|-- | ----------------

Not applicable.



|B. | Warrants and Rights.
|-- | --------------------

Not applicable.



|C. | Other Securities.
|-- | -----------------

Not applicable.



|D. | American Depository Shares.
|-- | ---------------------------

Not applicable.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by Rule 15d-15 under the U.S. Securities Exchange Act of 1934, or the Exchange Act, management has evaluated, with
the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures refer to controls and
other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the
SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and
communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding our required disclosure. Based on the foregoing evaluation, our Chief Executive Officer and Chief
Financial Officer have concluded that, as of August 31, 2014, the end of the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level.



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Managements Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal controls over financial reporting have been designed by management, under the supervision of and with the
participation of the Corporations Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of the Corporations financial reporting and the preparation of financial statements for
external purposes in accordance with IFRS. Our internal control over financial reporting includes those policies and procedures that:



| |  |  | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
applicable IFRS, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have
a material effect on the financial statements.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

To evaluate the effectiveness of the Corporations
internal control over financial reporting, management has used the Internal Control - Integrated Framework (1992), which is a suitable, recognized control framework established by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Management has assessed the effectiveness of the Corporations internal control over financial reporting and concluded that such internal control over financial reporting is effective as of August 31, 2014.

Limitations on the Effectiveness of Controls

The Corporations management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our
disclosure controls or our internal controls will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Corporation have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of
controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may
become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur
and not be detected. However, these inherent limitations are known features of the financial reporting process, and it is possible to design safeguards into the process to reduce, though not eliminate, this risk.



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Attestation Report of the Registered Accounting Firm

This annual report does not include an attestation report of our registered public accounting firm regarding internal control
over financial reporting. Managements report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only managements report in this annual report.

Changes in Internal Control Over Financial Reporting

During the fiscal year ended August 31, 2014, there were no changes in the Corporations internal control over
financial reporting that have materially affected, or are reasonably likely to materially affect, the Corporations internal control over financial reporting.

ITEM 15T. CONTROLS AND PROCEDURES

Not applicable.

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Postmedias Board of Directors has determined that it has at least one audit committee financial expert serving on its
Audit Committee. Each of Mr. Steacy, Ms. Burke, Ms. Peverett and Mr. Savage has been determined to by the Board to be an audit committee financial expert. Each of Mr. Steacy, Ms. Burke, Ms. Peverett and
Mr. Savage are independent under Canadian securities law.

Under SEC rules, the designation of
persons as audit committee financial experts does not make them experts for any other purpose, impose any duties, obligations or liability on them that are greater than those imposed on members of their committee and the Board who
do not carry this designation or affect the duties, obligations or liability of any other member of their committee.

ITEM 16B. CODE OF ETHICS

Postmedia has adopted a Code of Business Conduct and Ethics which applies to all
directors, officers and employees of our Company, its subsidiaries and affiliates and other persons in similar relationships with those entities. The Code of Business Conduct and Ethics is provided to all directors, officers and employees and is
further available on SEDAR at www.sedar.com and on EDGAR. The Code of Business Conduct and Ethics addresses such matters as compliance with laws, conflicts of interest, confidential information, fraud protection and proper use of Postmedia
assets and the reporting of illegal and unethical behaviour. We have posted our Code of Business Conduct and Ethics on our website www.postmedia.com. We hereby undertake to provide to any person without charge, a copy of our Code of Business Conduct
and Ethics within ten working days after we receive such persons written request.

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

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



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

The Code of Business Conduct and Ethics was filed as exhibit 99.2 to the
Corporations form 6-K, filed with the SEC on October 25, 2013 and is attached hereto as Exhibit 
1.3.1.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The fees billed by the Corporations external auditors for Fiscal 2014 and Fiscal 2013 for audit and non-audit related
services provided to the Corporation and its subsidiaries are as follows:



|            |  |                 |         |  |                       |  |        |                       |  |  |                   |  |  |  |         |    
|----------- |  | --------------- | ------- |  | --------------------- |  | ------ | --------------------- |  |  | ----------------- |  |  |  | ------- | ---
|Year        |  | Audits Fees ($) |         |  | Audit RelatedFees ($) |  |        | TaxComplianceFees ($) |  |  | All Other Fees($) | 
|Fiscal 2014 |  |                 | 575,000 |  |                       |  | 74,500 | (1)                   |  |  | 7,500             |  |  |  | 524,000 | (2)
|Fiscal 2013 |  |                 | 714,000 |  |                       |  | 78,460 | (3)                   |  |  | 7,000             |  |  |  |        |    



Notes:



|(1) | Includes fees incurred in connection with the audit of the Corporations pension plan financial statements, fees incurred with respect to
specified procedures on internal controls and Canadian Public Accountability Board fees.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes fees incurred in connection with the due diligence related to the Sun Acquisition.
|--- | -------------------------------------------------------------------------------------------

|(3) | Includes fees incurred in connection with the audit of the Corporations pension plan financial statements, fees incurred with respect to
specified procedures on internal controls, fees incurred in connection with matters pertaining to the Ontario Securities Commission and Canadian Public Accountability Board fees.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

There were no other fees billed by the Corporations external auditors for Fiscal 2014 and Fiscal 2013 that do not fit
into the categories presented in the table above. All of the services provided by the Corporations external auditors in Fiscal 2014 were approved by the Audit Committee.

For information regarding the Corporations policy of Audit Committee pre-approval of audit and non-audit services,
please refer to Item 6.C Board Practices  Details relating to the Corporations Audit Committee.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable.

ITEM 16F. CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G. CORPORATE GOVERNANCE

Not applicable.

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.



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PART III

ITEM 17. FINANCIAL STATEMENTS

Not applicable.

ITEM 18. FINANCIAL STATEMENTS

The Corporations consolidated financial statements are stated in Canadian dollars and are prepared in accordance with
IFRS as issued by the IASB.

The financial statements and notes thereto as required in Item 18 are attached as
Exhibit 15.1 to this annual report and are incorporated by reference herein. The audit report of PricewaterhouseCoopers LLP, our independent auditors, is included therein immediately preceding the consolidated financial statements and is also
incorporated by reference herein.

ITEM 19. EXHIBITS

The following items are specifically incorporated by reference in, and form an integral part of, this filing on
Form 20-F.



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                               
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description of Exhibit                                                                                                                                                                                                                                                                                                                                                                                                        
|            | 
|1.1.1       |  | (i) Certificate and Articles of Incorporation and Amendment of Postmedia Network Inc., previously filed as Exhibit 2.1.1 to the Registrants
Registration Statement on Form F-4 filed on June 8, 2011 and incorporated by reference herein.                                                                                                                                                                                   
|            | 
|1.1.2       |  | (ii) By-laws of Postmedia Network Inc., previously filed as Exhibit 2.1.2 to the Registrants Registration Statement on Form F-4 filed on
June 8, 2011 and incorporated by reference herein.                                                                                                                                                                                                                                  
|            | 
|1.2.1       |  | (i) Certificate and Articles of Incorporation and Amendment of Postmedia Network Canada Corp., previously filed as Exhibit 2.2.1 to the
Registrants Registration Statement on Form F-4 filed on June 8, 2011 and incorporated by reference herein.                                                                                                                                                                           
|            | 
|1.2.2       |  | (ii) By-laws of Postmedia Network Canada Corp., previously filed as Exhibit 2.2.2 to the Registrants Registration Statement on Form F-4 filed on
June 8, 2011 and incorporated by reference herein.                                                                                                                                                                                                                          
|            | 
|1.3.1       |  | By-law No. 3 of the by-laws of Postmedia Network Canada Corp., previously filed as Exhibit 99.1 to the Registrants Form 6-K filed on October 25,
2013 and incorporated by reference herein.                                                                                                                                                                                                                                  
|            | 
|2.1         |  | Senior Secured Notes Indenture, dated as of July 13, 2010, relating to the 12.50% Senior Secured Notes due 2018, among Postmedia Network Inc., Postmedia
Network Canada Corp., The Bank of New York Mellon as Trustee and BNY Trust Company of Canada, as Collateral Agent, previously filed as Exhibit 4.1 to the Registrants Registration Statement on Form F-4 filed on June 8, 2011 and
incorporated by reference herein.
|            | 
|2.2         |  | Intercreditor Agreement, dated as of July 13, 2010, among Morgan Stanley Senior Funding, Inc., as ABL Collateral agent, JPMorgan Chase Bank, N.A., as term
loan collateral agent and BNY Trust Company of Canada as notes collateral agent, previously filed as Exhibit 4.4 to the Registrants Registration Statement on Form F-4 filed on June 8, 2011 and incorporated by reference
herein.                                



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|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|2.3  |  | Intercreditor Agreement, dated as of July 13, 2010, among JPMorgan Chase Bank, N.A. as term loan collateral agent and BNY Trust Company of Canada, as notes
collateral agent, previously filed as Exhibit 4.5 to the Registrants Registration Statement on Form F-4 filed on June 8, 2011 and incorporated by reference herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | 
|2.4  |  | Pledge and Security Agreement, dated as of July 13, 2010, among Postmedia Network Inc., the grantors named thereto, The Bank of New York Mellon as
trustee and BNY Trust Company of Canada as collateral agent, previously filed as Exhibit 4.6 to the Registrants Registration Statement on Form F-4 filed on June 8, 2011 and incorporated by reference herein.                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | 
|2.5  |  | Grant of Security Interest in Trademarks Rights, dated as of July 13, 2010 among Postmedia Network Inc. and BNY Trust Company of Canada as collateral
agent, previously filed as Exhibit 4.7 to the Registrants Registration Statement on Form F-4 filed on June 8, 2011 and incorporated by reference herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | 
|2.6  |  | Shareholder Rights Plan Agreement, dated as of November 8, 2010, between Postmedia Network Canada Corp. and Computershare Investor Services Inc. as Rights
Agent, previously filed as Exhibit 4.8 to the Registrants Registration Statement on Form F-4 filed on June 8, 2011 and incorporated by reference herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | 
|2.7  |  | Senior Secured Notes Indenture, dated as of August 16, 2012, among Postmedia Network Inc., as Issuer, Postmedia Network Canada Corp., as Guarantor,
Computershare Trust Company of Canada, as Trustee and Computershare Trust Company of Canada, as Collateral Agent, previously filed as Exhibit 4.1 to the Registrants Form 6-K filed on August 20, 2012 and incorporated by reference
herein.                                                                                                                                                                                                                                                                                                                                                                                        
|     | 
|2.8 |  | First Supplemental Indenture, dated as of October 31, 2014, among Postmedia Network Canada Corp., Postmedia Network Inc. and Computershare Trust Company of
Canada, as Trustee and Collateral Agent, previously filed as Exhibit 99.2 to the Registrants Form 6-K filed on November 12, 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | 
|4.1  |  | Revolving Credit Agreement, dated as of July 13, 2010, among Postmedia Network Inc., Postmedia Network Canada Corp., Morgan Stanley Senior Funding, Inc.,
as administrative agent, collateral agent, co-syndication agent, joint collateral agent and paying agent, JPMorgan Chase Bank, N.A., as co-syndication agent, Wells Fargo Capital Finance Corporation Canada, as joint collateral agent and
co-documentation agent, Royal Bank of Canada, as co-documentation agent, and the lenders party thereto, with Morgan Stanley Senior Funding, Inc. and J.P. Morgan Securities Inc. as joint lead arrangers and joint bookrunners, previously filed as
Exhibit 10.4 to the Registrants Registration Statement on Form F-4 filed on June 8, 2011 and incorporated by reference herein.
|     | 
|4.2  |  | Pledge and Security Agreement, dated as of July 13, 2010, among Postmedia Network Inc., the grantors party thereto and Morgan Stanley Senior Funding, Inc.,
as administrative agent and collateral agent, previously filed as Exhibit 10.5 to the Registrants Registration Statement on Form F-4 filed on June 8, 2011 and incorporated by reference herein.                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | 
|4.3  |  | Grant of Security Interest in Trademark Rights, dated as of July 13, 2010, between Postmedia Network Inc. and Morgan Stanley Senior Funding, Inc.,
previously filed as Exhibit 10.6 to the Registrants Registration Statement on Form F-4 filed on June 8, 2011 and incorporated by reference herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | 
|4.4  |  | Nominating Agreement, dated as of July 13, 2010, between Postmedia Network Canada Corp. and GoldenTree Asset Management LP., previously filed as
Exhibit 10.9 to the Registrants Registration Statement on Form F-4 filed on June 8, 2011 and incorporated by reference herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         



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|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|4.5   |  | Registration Rights Agreement, dated as of July 13, 2010 between Postmedia Network Canada Corp. and GoldenTree Asset Management LP., previously filed as
Exhibit 10.10 to the Registrants Registration Statement on Form F-4 filed on June 8, 2011 and incorporated by reference herein.                                                                                                                                                                                                      
|      | 
|4.6   |  | Agreement among Postmedia Network Inc., Sport Media Enterprises Inc. and Wayne Parrish, dated July 21, 2010, previously filed as Exhibit 10.12 to the
Registrants Registration Statement on Form F-4 filed on June 8, 2011 and incorporated by reference herein.                                                                                                                                                                                                                              
|      | 
|4.7   |  | Asset Purchase Agreement, dated October 18, 2011, among Postmedia Network Inc., LMP Publication Limited Partnership and GVIC Communications Corp.,
previously filed as Exhibit 4.12 to the Registrants Annual Report on Form 20-F filed on November 28, 2011 and incorporated by reference herein.                                                                                                                                                                                            
|      | 
|4.8   |  | Asset Purchase Agreement, dated October 18, 2011, among Postmedia Network Inc., TC Publication Limited Partnership and GVIC Communications Corp.,
previously filed as Exhibit 4.13 to the Registrants Annual Report on Form 20-F filed on November 28, 2011 and incorporated by reference herein.                                                                                                                                                                                             
|      | 
|4.9   |  | First Amendment to Revolving Credit Agreement, dated as of August 8, 2012, among Postmedia Network Inc., Postmedia Network Canada Corp., Morgan Stanley
Senior Funding, Inc., as administrative agent, collateral agent, co-syndication agent, joint collateral agent and paying agent and the other lenders party thereto; previously filed as Exhibit 4.10 to the Registrants Annual Report on Form
20-F filed on November 23, 2012 and incorporated by reference herein.                   
|      | 
|4.10  |  | Pledge and Security Agreement, dated as of August 16, 2012, among Postmedia Network Inc., Postmedia Network Canada Corp. and Computershare Trust Company of
Canada, previously filed as Exhibit 4.2 to the Registrants Form 6-K filed on August 20, 2012 and incorporated by reference herein.                                                                                                                                                                                                
|      | 
|4.11  |  | Acknowledgement, Confirmation of and Accession to Intercreditor Agreement, dated as of August 16, 2012, among Morgan Stanley Senior Funding, Inc. as ABL
Collateral Agent, Computershare Trust Company of Canada, as Term Loan Collateral Agent, BNY Trust Company of Canada, as Notes Collateral Agent, Postmedia Network Inc. and Postmedia Network Canada Corp., previously filed as Exhibit 4.3 to the
Registrants Form 6-K filed on August 20, 2012 and incorporated by reference herein.
|      | 
|4.12  |  | Acknowledgement, Confirmation of and Accession to Intercreditor Agreement, dated as of August 16, 2012, among Computershare Trust Company of Canada, as
Term Loan Collateral Agent, BNY Trust Company of Canada, as Notes Collateral Agent, Postmedia Network Inc. and Postmedia Network Canada Corp., previously filed as Exhibit 4.4 to the Registrants Form 6-K filed on August 20, 2012 and
incorporated by reference herein.                                                             
|      | 
|4.13 |  | Purchase Agreement, dated as of October 6, 2014, by and between Postmedia Network Inc. and Quebecor Media Inc., previously filed as Exhibit 2.1 to the
Registrants Form 6-K filed on October 14, 2014.                                                                                                                                                                                                                                                                                        
|      | 
|4.14 |  | Subscription Agreement, dated as of October 6, 2014, by and between Postmedia Network Inc. and Canso Investment Counsel Ltd., previously filed as
Exhibit 10.1 to the Registrants Form 6-K filed on October 14, 2014.                                                                                                                                                                                                                                                                         
|      | 
|4.15 |  | Subscription Receipt Indenture, dated as of October 6, 2014, by and between Postmedia Network Inc. and Computershare Trust Company of Canada, previously
filed as Exhibit 10.2 to the Registrants Form 6-K filed on October 14, 2014.                                                                                                                                                                                                                                                         



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|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|4.16 |  | Standby Purchase Agreement, dated as of October 6, 2014, by and between Postmedia Network Canada Corp. and GoldenTree Asset Management LP, previously filed
as Exhibit 10.3 to the Registrants Form 6-K filed on October 14, 2014.                                                                                                                                                                                                                   
|      | 
|4.17 |  | Revolving Credit Agreement, dated as of October 16, 2014, among Postmedia Network Inc., as borrower, Postmedia Network Canada Corp., as guarantor, The Bank of
Nova Scotia, as administrative agent, collateral agent, lead arranger, joint bookrunner and lender, Royal Bank of Canada, as joint bookrunner and lender, and the other lenders party thereto, previously filed as Exhibit 99.1 to the Registrants
Form 6-K filed on October 12, 2014.
|      | 
|8.1   |  | Subsidiaries of the Registrants, previously filed as Exhibit 21.1 to the Registrants Registration Statement on Form F-4 filed on June 8, 2011
and incorporated by reference herein.                                                                                                                                                                                                                                                                  
|      | 
|9.1  |  | Code of Business Conduct and Ethics of Postmedia Network Canada Corp., previously filed as Exhibit 99.3 to the Registrants Form 6-K filed on November
12, 2014.                                                                                                                                                                                                                                                                                      
|      | 
|12.1 |  | Certification pursuant to Title 18, United States code, Section 1350 as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (Paul
Godfrey).                                                                                                                                                                                                                                                                                             
|      | 
|12.2 |  | Certification pursuant to Title 18, United States code, Section 1350 as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (Douglas
Lamb).                                                                                                                                                                                                                                                                                             
|      | 
|13.1 |  | Certification pursuant to Title 18, United States code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (Paul
Godfrey).                                                                                                                                                                                                                                                                                             
|      | 
|13.2 |  | Certification pursuant to Title 18, United States code, Section 1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (Douglas
Lamb).                                                                                                                                                                                                                                                                                             
|      | 
|15.1 |  | Consolidated financial statements of the registrant for the years ended August 31, 2014, 2013 and 2012.                                                                                                                                                                                                                                                                                                                                               
|      | 
|15.2 |  | Managements Discussion and Analysis of the registrant for the years ended August 31, 2014, 2013 and 2012.                                                                                                                                                                                                                                                                                                                                            



| | Filed herewith.
|- | ---------------



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SIGNATURE PAGE

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and
authorized the undersigned to sign this annual report on its behalf.



| |  |                          |  |  |  |                                |  |                                      
| |  | ------------------------ |  |  |  | ------------------------------ |  | -------------------------------------
| |  |                          |  |  |  | Postmedia Network Canada Corp.
| |  |                          |  |  |  | REGISTRANT                    
| |  |                          |  | 
| |  |                          |  |  |  | By:                            |  | /s/ Paul Godfrey                     
| |  |                          |  |  |  |                                |  | Paul Godfrey                         
| |  | Dated: November 26, 2014 |  |  |  |                                |  | President and Chief Executive Officer



89