Loblaw : Notice annuelle 2021 (en anglais seulement)

ANNUAL INFORMATION FORM

(for the year ended January 1, 2022)

February 24, 2022

LOBLAW COMPANIES LIMITED
ANNUAL INFORMATION FORM
(for the year ended January 1, 2022)
TABLE OF CONTENTS
DATE OF INFORMATION	4
FORWARD-LOOKING STATEMENTS	4
CORPORATE STRUCTURE	5
Incorporation	5
Intercorporate Relationships	5
DESCRIPTION OF THE BUSINESS	5
Overview	5
Retail Segment	5
Geographic and Banner Summary	7
Control Brand Products	9
Loyalty Program	9
Supply Chain	9
Retail Competitive Environment	9
Seasonality	9
Financial Services Segment	10
Financial Services Competitive Environment	10
Lending	10
Labour and Employment Matters	10
Intellectual Property	10
Environmental, Social and Governance	11
GENERAL DEVELOPMENT OF THE BUSINESS - THREE YEAR HISTORY	11
COVID-19	11
Retail Segment	11
Retail Excellence	11
Investing in Growth	12
Information Technology Systems Implementation	13
Financial Services Segment	13
President's Choice Financial®	13
Mobile Phone Services	13
RISKS	13
Enterprise Risks and Risk Management	13
COVID-19 Risks and Risk Management	14
Operating Risks and Risk Management	15
Financial Risks and Risk Management	22
CAPITAL STRUCTURE AND MARKET FOR SECURITIES	23
Share Capital	23
Share Trading Price and Volume	25

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Annual Information Form (for the year ended January 1, 2022)

Debt Securities	25
Credit Facilities	26
Credit Ratings	26
DIVIDENDS	28
DIRECTORS AND OFFICERS	29
Directors	29
Officers	30
LEGAL PROCEEDINGS	31
REGULATORY ACTIONS	32
MATERIAL CONTRACTS	32
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	32
TRANSFER AGENT AND REGISTRAR	32
EXPERTS	32
AUDIT COMMITTEE INFORMATION	32
EXTERNAL AUDIT FEES	33
ADDITIONAL INFORMATION	33
APPENDIX A - MANDATE OF THE AUDIT COMMITTEE	A-1

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Annual Information Form (for the year ended January 1, 2022)

DATE OF INFORMATION

All information in this Annual Information Form ("AIF") is current as of January 1, 2022, unless otherwise stated.

FORWARD-LOOKING STATEMENTS

This AIF for Loblaw Companies Limited and its subsidiaries (collectively, the "Company" or "Loblaw") contains forward-looking statements about the Company's objectives, plans, goals, aspirations, strategies, financial condition, results of operations, cash flows, performance, prospects, opportunities and legal and regulatory matters. Specific forward-looking statements in this AIF include, but are not limited to, statements with respect to the Company's anticipated future results, events and plans, strategic initiatives and restructuring, regulatory changes including further healthcare reform, future liquidity, planned capital investments, and the status and impact of information technology ("IT") systems implementation. Forward-looking statements are typically identified by words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "strive", "will", "may", "should" and similar expressions, as they relate to the Company and its management.

Forward-looking statements reflect the Company's estimates, beliefs and assumptions, which are based on management's perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. The Company's estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events, including the COVID-19 pandemic, and, as such, are subject to change. The Company can give no assurance that such estimates, beliefs and assumptions will prove to be correct.

Numerous risks and uncertainties could cause the Company's actual results to differ materially from those expressed, implied or projected in the forward-looking statements, including those described in the "Risks" section of this AIF. Such risks and uncertainties include:

• duration and impact of the COVID-19 pandemic on the business, operations and financial condition of the Company, as well as on vendor operations, consumer behaviour and the economy in general;
• inability of the Company's IT infrastructure to support the requirements of the Company's business, or the occurrence of any internal or external security breaches, denial of service attacks, viruses, worms and other known or unknown cybersecurity or data breaches;
• failure to maintain an effective supply chain and consequently an appropriate assortment of available product at the store and digital retail level;
• failure to attract and retain talent for key roles that may impact the Company's ability to effectively operate and achieve financial performance goals;
• failure to execute the Company's e-commerce initiatives or to adapt its business model to shifts in the retail landscape caused by digital advances;
• failure to realize benefits from investments in the Company's new IT systems and related processes;
• changes to the regulation of generic prescription drug prices, the reduction of reimbursements under public drug benefit plans and the elimination or reduction of professional allowances paid by drug manufacturers;
• failure to effectively respond to consumer trends or heightened competition, whether from current competitors or new entrants to the marketplace;
• public health events including those related to food and drug safety;
• errors made through medication dispensing or errors related to patient services or consultation;
• failure to achieve desired results in labour negotiations, including the terms of future collective bargaining agreements;
• adverse outcomes of legal and regulatory proceedings and related matters;
• failure to adapt to environmental and social risks, including failure to execute against the Company's climate change and social equity initiatives;
• changes in economic conditions, including economic recession or changes in the rate of inflation or deflation, employment rates and household debt, political uncertainty, interest rates, currency exchange rates or derivative and commodity prices;
• inability of the Company to manage inventory to minimize the impact of obsolete or excess inventory or control shrink;
• reliance on the performance and retention of third party service providers, including those associated with the Company's supply chain and apparel business and located in both advanced and developing markets;
• failure to realize the anticipated benefits associated with the Company's strategic priorities and major initiatives, including revenue growth, anticipated cost savings and operating efficiencies, or organizational changes that may impact the relationships with franchisees and Associates (as defined below); and
• changes to any of the laws, rules, regulations or policies applicable to the Company's business.

This is not an exhaustive list of the factors that may affect the Company's forward-looking statements. Other risks and uncertainties not presently known to the Company or that the Company presently believes are not material could also cause actual results or events to differ materially from those expressed in its forward-looking statements. Additional risks and uncertainties are discussed in the Company's

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Annual Information Form (for the year ended January 1, 2022)

materials filed with the Canadian securities regulatory authorities from time to time. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect the Company's expectations only as of the date of this AIF. Except as required by law, the Company does not undertake to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

1. CORPORATE STRUCTURE

1.1 Incorporation

Loblaw Companies Limited was incorporated on January 18, 1956, although portions of its business originated before 1900. It was continued under the Canada Business Corporations Act by a certificate of continuance dated May 7, 1980. The registered office of the Company is located at 22 St. Clair Avenue East, Toronto, Ontario, Canada, M4T 2S5. The National Head Office and store support centre of the Company is located at 1 President's Choice Circle, Brampton, Ontario, Canada, L6Y 5S5.

1.2 Intercorporate Relationships

Loblaw Companies Limited is a holding company, which carries on its business through its subsidiaries. A list of the subsidiaries of the Company that carry on its principal businesses is set out below. The Company owns, either directly or indirectly, 100% of the voting and non-voting securities of these subsidiaries.

Subsidiary	Jurisdiction of Incorporation/Formation
Loblaws Inc.	Ontario
Shoppers Drug Mart Inc.	Canada
President's Choice Bank	Canada

Loblaw, George Weston Limited ("Weston") and Choice Properties Real Estate Investment Trust ("Choice Properties") are part of a common control group (the "Weston Group"). Although the entities making up the Weston Group each have their own strategies and, for the most part, focus on different businesses, the entities acknowledge that from time to time new corporate opportunities will arise that potentially could be of interest to more than one entity of the Weston Group. Accordingly, the entities making up the Weston Group have adopted a framework that facilitates the decision making process to allocate opportunities to the entity best suited to pursue the opportunity based on its existing businesses and other considerations.

2. DESCRIPTION OF THE BUSINESS

2.1 Overview

The Company has two reportable operating segments: Retail and Financial Services. The Retail segment consists primarily of corporate and franchise-owned retail food and Associate-owned drug stores, and includes in-store pharmacies and other health and beauty products, apparel and other general merchandise. The Company's Financial Services segment provides credit card services, insurance brokerage services, guaranteed investment certificates and wireless mobile products and services, and operates the PC Optimum™ loyalty program.

2.2 Retail Segment

The Company is one of Canada's largest grocery, pharmacy and health and beauty retailers. It is also a leading provider of apparel and general merchandise. The Company offers one of Canada's strongest control label programs, including the President's Choice®, PC®, Life Brand™, no name®, Farmer's Market™ and Joe Fresh® brands. In addition, through the PC Optimum loyalty program, the Company rewards Canadian consumers for shopping in store or online, including through personalized offers on customers' online accounts. The Retail segment includes the following divisions, each operating as a distinct, but complementary, business.

1. Discount

The Company's Discount format stores, including No Frills and Maxi, are focused on delivering a fresh-led food shop with an offering of products and services aimed at keeping costs low to continuously invest in price. The Real Canadian Superstore is a Discount format store that prioritizes total value and offers a one-stop-shop with a broad assortment of food, health and beauty, apparel and general merchandise products. Many of the Company's Discount format stores also include in-store pharmacies. The Company's Discount format stores operate across Canada and include franchised and corporate stores.

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Annual Information Form (for the year ended January 1, 2022)