Caldwell Partners International : Annual Information Form - F'21

THE CALDWELL PARTNERS INTERNATIONAL INC.

ANNUAL INFORMATION FORM

For the fiscal year ended August 31, 2021

Dated November 16, 2021

THE CALDWELL PARTNERS INTERNATIONAL INC. ANNUAL INFORMATION FORM

CONTENTS
Forward-lookingStatements ...............................................................................................	3
Corporate Structure ........................................................................................................	4
General Development of the Business.....................................................................................	5
Description of the Business................................................................................................	8
Risks and Uncertainties ...................................................................................................	25
Dividends and Distributions...............................................................................................	34
General Description of Capital Structure .................................................................................	34
Market for Securities ......................................................................................................	35
Escrowed Securities Subject to Contractual Restriction on Transfer ...................................................	35
Directors and Officers .....................................................................................................	36
Cease Trade Orders, Bankruptcies, Penalties or Sanctions .............................................................	37
Interest of Management and Others in Material Transactions ..........................................................	38
Transfer Agent and Registrar .............................................................................................	39
Material Contracts.........................................................................................................	39
Names of Experts ..........................................................................................................	39
Additional Information ....................................................................................................	39
Appendix A - Audit Committee Information Required in an AIF - Form 52-110F1 .........................................	41
Audit Committee's Charter ................................................................................................	44

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Presentation

In this Annual Information Form ("AIF"), all information is as of August 31, 2021 and all dollar amounts are quoted in Canadian dollars (in thousands of dollars except dollar per share amounts) unless otherwise indicated. References to "fiscal 2021," "fiscal 2020" and "fiscal 2019" are to the fiscal years ended August 31, 2021, 2020 and 2019, respectively.

FORWARD-LOOKING STATEMENTS

Forward-looking statements in this document are based on current expectations subject to the significant risks and uncertainties cited. These forward-looking statements generally can be identified by the use of statements that include phrases such as "believe," "expect," "anticipate," "intend," "plan," "foresee," "may," "will," "likely," "estimates," "potential," "continue" or other similar words or phrases. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements.

We are subject to many factors that could cause our actual results to differ materially from those contemplated by the relevant forward looking statement including, but not limited to, the impact of pandemic diseases, our ability to attract and retain key personnel; exposure to our partners taking our clients with them to another firm; the performance of the US, Canadian and international economies; foreign currency exchange rate fluctuations; competition from other companies directly or indirectly engaged in talent acquisition; cybersecurity requirements, vulnerabilities, threats and attacks; damage to our brand reputation; our ability to align our cost structure to changes in our revenue; liability risk in the services we perform; potential legal liability from clients, employees and candidates for employment; reliance on software that we license from third parties; reliance on third-party contractors for talent acquisition support; our ability to successfully recover from a disaster or other business continuity issues; adverse governmental and tax law rulings; successfully integrating or realizing the expected benefits from our acquisitions, adverse operating issues from acquired businesses; volatility of the market price and volume of our common shares; technological advances may significantly disrupt the labour market and weaken demand for human capital at a rapid rate; affiliation agreements may fail to renew or affiliates may be acquired; the impact on profitability from marketable securities valuation fluctuations; increasing dependence on third parties for the execution of critical functions; our ability to generate sufficient cash flow from operations to support our growth and fund any dividends; potential impairment of our acquired goodwill and intangible assets; and disruption as a result of actions of certain stockholders or potential acquirers of the Company. For more information on the factors that could affect the outcome of forward- looking statements, refer to the "Risk Factors" section of our Annual Information Form and other public filings (copies of which may be obtained at www.sedar.com). These factors should be considered carefully, and the reader should not place undue reliance on forward-looking statements. Although any forward-looking statements are based on what management currently believes to be reasonable assumptions, we cannot assure readers that actual results, performance or achievements will be consistent with these forward-looking statements. Management's assumptions may prove to be incorrect. Except as required by Canadian securities laws, we do not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf; such statements speak only as of the date made. The forward-looking statements included herein are expressly qualified in their entirety by this cautionary language.

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CORPORATE STRUCTURE

The Caldwell Partners International Inc. ("Caldwell," the "Company" or "we") was incorporated by articles of incorporation under the Business Corporations Act (Ontario) on August 22, 1979 under the name Prince Arthur Advertising Limited. The Company's name was changed to The Caldwell Partners International Inc. by articles of amendment dated March 28, 1989. Prior to June 1989, the executive search business of the Company was carried on by an affiliated company, formerly named The Caldwell Partners International Ltd. As a result of a reorganization effective June 14, 1989, the Company acquired the entire executive search business of such affiliated company.

The Company filed articles of amendment dated June 15, 1989 to create a capital structure consisting of Class A Non-Voting Shares ("Class A Shares") and Class B Voting Shares ("Class B Shares"). The Company's articles were amended on May 3, 1995 to subdivide the outstanding Class A Shares and Class B Shares on a two-for-one basis, effective May 12, 1995. On April 23, 1996, the Company's articles were amended to create a new class of shares designated as Class C Special Shares ("Class C Shares"). On May 8, 1996, the Company's articles were amended to subdivide the outstanding Class A Shares and Class B Shares on a two-for-one basis, effective May 30, 1996.

On August 8, 2008, a wholly-owned subsidiary was incorporated as The Caldwell Partners International Inc., a United States Delaware Corporation. The subsidiary was formed to accommodate expansion plans into the US that began in 2009. On December 22, 2009 the subsidiary's legal name was changed to The Caldwell Partners International Ltd. ("Caldwell US").

On April 21, 2010, the Company's voting and non-voting shares were converted into a single class of voting shares. Holders of Class B Shares received 1.149 Class A Shares for each of their Class B Shares and all Class A Shares became single-voting common shares. Following approval from the Toronto Stock Exchange ("TSX") on May 10, 2010, all 3,883,450 Class B Shares were converted to 4,462,082 Class A shares. Immediately following this conversion, all Class A Shares were reclassified as common shares with one vote per share ("Common Shares"). Articles of Amendment were filed on April 29, 2010 in respect of such reclassification.

Effective September 1, 2014, all existing Canadian subsidiaries were amalgamated, leaving The Caldwell Partners International Inc. as the only Canadian entity. Until amalgamated, the Company had three direct, wholly-owned Canadian subsidiaries: Caldwell Investments Inc., Prince Arthur Advertising Inc. and Caldwell Interim Executives Inc. Each of these subsidiaries was incorporated under the Business Corporations Act (Ontario).

Effective October 1, 2014, the Company completed its acquisition of all the outstanding shares of Hawksmoor Search Limited ("Hawksmoor"), an executive search boutique. The acquisition did not require the filing of a business acquisition report pursuant to Form 51-102F4. Hawksmoor was based in London, England, incorporated on March 22, 2010 under the Companies Act 2006 and registered in England/Wales. Immediately following the acquisition, the name of the legal entity was changed from Hawksmoor Search Limited to The Caldwell Partners International Europe, Ltd.

Effective December 31, 2020, the Company, through Caldwell US, completed its acquisition of all the outstanding shares of IQTalent Partners, Inc. ("IQTP"), an on-demand talent acquisition firm based in Nashville, Tennessee. The purchase price included the issuance of 5,101,138 new shares of the Company's

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common stock. The acquisition did not require the filing of a business acquisition report pursuant to Form 51-102F4. IQTP was formed on July 3, 2009 as IQTalent Partners, LLC, a California limited liability company. Effective January 1, 2019, IQTP converted its name and entity form to IQTalent Partners, Inc., a Delaware corporation.

The company establishes affiliation agreements in markets considered too small or risky to deploy capital from time to time. The Company receives license fees from its affiliates based on a percentage of their revenue. The Company does not have ownership positions in its affiliates, and their results are therefore not consolidated (see Non-Owned Affiliate Relationships below for additional details).

The head and registered office of the Company is located at 79 Wellington Street West, Suite 2410, Toronto, Ontario, M5K 1E7. The Company's common shares are listed on the Toronto Stock Exchange (TSX: CWL) and also trade in the United States through the OTC Markets Group (OTCQX: CWLPF). Please visit our website at www.caldwellpartners.com for further information.

The following organization chart summarizes the legal structure and affiliate relationships of the Company as of August 31, 2021:

		The Caldwell Partners
		International Inc. (Canada)
							Non-Owned
							Affiliate Relationship
	100%				100%
The Caldwell Partners			The Caldwell Partners		The Caldwell Partners
			International New Zealand
International Ltd.			International Europe, Ltd.
			Limited
(United States)			(United Kinddom)
			(New Zealand)
	100%
IQTalent Partners, Inc.
(United States)

GENERAL DEVELOPMENT OF THE BUSINESS

THREE YEAR HISTORY

Impact of COVID-19 on our business

We experienced record growth results leading up to the novel coronavirus (COVID-19) pandemic's occurrence. Fiscal 2019 revenue of $72.1 million was the highest in our firm's history, and the first half of fiscal 2020 (September 1, 2019 to February 28, 2020) was 13% higher than the same period in fiscal 2019. With the onset of the pandemic, we experienced significant pressure on our business from which we have now recovered.

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