ANNUAL INFORMATION FORM BMTC GROUP INC - 2011 Montreal, February 16th, 2012

 
ANNUAL INFORMATION FORM

               2011

    BMTC GROUP INC.

     Montreal, February 16th, 2012
TABLE OF CONTENTS                                                                 Page
1.    INCORPORATION OF ISSUER ........................................................................... 1
      1.1       Incorporation of Issuer ............................................................................... 1
      1.2       Corporate organizational chart................................................................... 2
2.    GENERAL DEVELOPMENT OF THE BUSINESS ............................................... 2
      2.1       Company Background ............................................................................... 2
3.    NARRATIVE DESCRIPTION OF THE BUSINESS .............................................. 5
      3.1       Description of Business Activities .............................................................. 7
      3.2       Customers and Distribution Network.......................................................... 7
      3.3       Supplies ..................................................................................................... 9
      3.4       Competition................................................................................................ 9
      3.5       Seasonal Variations................................................................................... 9
      3.6       Human Resources ................................................................................... 10
      3.7       Risk Factors............................................................................................. 10
4.    DIVIDENDS AND SPLITS .................................................................................................... 12
      4.1       Dividends……………………………………………………………………….12
      4.2       Splits…………………………………………………………………………….13

5.    GENERAL DESCRIPTION OF CAPITAL STRUCTURE .................................... 13
6.    MARKET FOR SECURITIES OF THE COMPANY ............................................ 16
7.    DIRECTORS AND OFFICERS........................................................................... 17
      7.1       Directors .................................................................................................. 17
      7.2       Officers .................................................................................................... 17
8.    AUDIT COMMITTEE .......................................................................................... 17
      8.1       General .................................................................................................... 17
      8.2       Mandate of the Audit Committee ............................................................. 17
      8.3       Relevant Education and Experience of the Audit Committee Members... 18
      8.4       Policies and Procedures for the Engagement of Audit Services ............. 18
      8.5       External Auditor Service Fees ................................................................. 19
9.    TRANSFER AGENTS AND REGISTRARS........................................................ 19
10.   LEGAL PROCEEDINGS .................................................................................... 20
11.   ADDITIONAL INFORMATION ............................................................................ 20
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Unless the context should indicate otherwise, “we,” “ours,” “us” and other similar terms
refer to BMTC Group Inc. (the “Company”) and its subsidiaries, as a group.

Forward-Looking Statements

We make “forward-looking statements” in this Annual Information Form. By their nature,
these statements necessarily involve risks and uncertainties that could cause actual
results to differ materially from those contemplated by these forward-looking
statements. We consider the assumptions on which these forward-looking statements
are based to be reasonable, but caution you that these assumptions regarding future
events, many of which are beyond our control, may ultimately prove to be incorrect or
unfounded since they are subject to risks and uncertainties that affect us. You will find
elsewhere in this Annual Information Form certain risks and uncertainties affecting us
(see “Narrative Description of the Business – Risk Factors”). We disclaim any intention
or obligation to update or revise any forward-looking statements as of the date of this
Annual Information Form, whether as a result of new information, future events or
otherwise, other than as required by law.

1.    INCORPORATION OF ISSUER

      1.1    Incorporation of Issuer
      Established on September 5, 1989, the Company is governed by Part IA of the
      Companies Act (Quebec). It succeeded Cantrex Group Inc. as the parent
      company of Brault et Martineau Inc., Ameublements M.T. Inc. and Colonial
      Furniture Company (Ottawa) Ltd. pursuant to a corporate reorganization which
      took effect on November 1, 1989. After this reorganization, the Company became
      a reporting issuer. Its Class A Subordinate Voting Shares were then listed on the
      Montreal Exchange, and, have been listed on the Toronto Stock Exchange under
      the symbol “GBT.A” since November 6, 1999.

      Our head office is at 8500 Marien Square, Montreal East, Quebec, H1B 5W8.
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       1.2   Subsidiaries of the Issuer
       The corporate organizational chart depicted below presents the existing
       corporate structure of the Company.

     Actionnaires                                            Actionnaires
       Class B                                                 Class A

                                  Groupe BMTC inc.

                                          100 %

                               Brault et Martineau inc.
                               (« Brault et Martineau »)

                                          100 %

                            Ameublements Tanguay inc.
                            (« Ameublements Tanguay »)

2.     GENERAL DEVELOPMENT OF THE BUSINESS

       2.1   Company Background
       Cantrex Group Inc., our predecessor, commenced activities as a retailer of
       furniture and household appliances when it acquired, on October 1, 1986, all of
       the outstanding shares of Brault et Martineau. At the time one of the largest
       furniture and household appliance retailers in Quebec, Brault et Martineau had
       five stores in the Montreal region and sales in the order of approximately
       $50 million.
       From 1987 to 1989, the retail sector of Cantrex Group Inc. broadened its field of
       activities principally with the acquisition by Brault et Martineau of Ameublements
       Tanguay, the largest retailer of furniture, appliances and electronic goods in the
       Quebec City region, and of Colonial Furniture, a firm solidly established in the
       Ottawa-Hull region, which we sold early on in fiscal year 2000.
-3-

In 1989, the Company was incorporated, and we took over the Cantrex Group’s
retail sales sector. The following years were marked by new store openings, the
relocation, replacement and expansion of existing stores, the opening and
expansion of distribution centers and the opening or conversion of stores into
liquidation centers.
In 2001, we opened a new 47,300-square-foot Signature Maurice Tanguay store
in Ste-Foy with respect to which a 15-year lease was concluded. We built and
opened a new 70,000-square-foot store in Repentigny and have an option to
purchase the lot. This new store replaced our 40,000-square-foot store in
Pointe-aux-Trembles. We also built and opened a new 70,000-square-foot store
in Laval. Another store that already existed in Laval was converted into a
liquidation center.
Also in 2001, we purchased a lot and undertook the construction of a new 70,000
square foot store in Kirkland. Open since September 2002, this store replaced
the old 40,000 square foot store whose lease had expired in August 2002. In
November 2002, we expanded our Jean-Talon Street store in St-Leonard by
10,000 square feet.
In April 2002, we restructured the Chicoutimi store to add 13,000 square feet of
selling space. We also announced that we would be expanding the store in
St-Hubert by 10,000 square feet, and the store in Ste-Thérèse by 24,000 square
feet, increasing the surface area of these stores to 70,000 square feet each.
Expansion of the St-Hubert store was completed in 2003, while expansion of the
Ste-Thérèse store has since been postponed to 2004.
In 2002, we also purchased a lot and began constructing a new 70,000 square
foot store in Brossard. Open since September 2003, this store replaced the old
40,000 square foot Brossard store that has since been transformed into a
liquidation center.
In 2003, we moved our Beauport store into new 60,000 square foot premises.
The old 40,000 square foot store in Beauport was sold to a company controlled
by certain officers. We have since closed down our liquidation center on
Langelier Street in Montreal, and purchased a lot in Rimouski in order to relocate
our store in 2005.
In 2004, we expanded our distribution center in Quebec City by 68,000 square
feet, for a total of 260,762 square feet, and our distribution center in Montreal by
23,000 square feet, for a total of 523,239 square feet.
Also in 2004, we expanded our Ste-Therese store by 25,000 square feet, and its
official re-opening occurred in early 2005.

A new 60,000 square foot store in Rimouski, was opened very successfully in
November 2005. Subsequent to the transfer of operations, the old store was put
up for sale.
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During the month of February 2006, the Company finalised the sale of excess
land in Kirkland for an amount of $2,000,412, resulting in a pre-tax profit of
$453,118.

During the month of May 2006, the Company opened a new liquidation center of
63,000 square feet. This liquidation center is situated at 3782 Côte-Vertu, Ville
St-Laurent and has been rented out for a period of ten years, ending May 31st,
2016.

During the month of August 2006, the Company finalised the sale of excess land
in Ste-Thérèse for an amount of $547,212, resulting in a pre-tax loss of
$134,997.

During the month of October 2006, the Company opened its 11th Brault &
Martineau Sleep Gallery. This latest point of sales of 5,400 square feet is located
in St-Hyacinthe and is the first to be situated outside of a regular store.

During 2007, the Company opened 5 new Brault & Martineau Sleep Galleries of
approximately 6,000 square feet each situated outside of a regular store and are
located in the areas of St-Jean-sur-le-Richelieu, Granby, Vaudreuil, Mascouche
and St-Jérôme.

During the month of April 2007, the Company finalised the sale of its liquidation
center in Longueuil for an amount totalling $2,350,000 resulting in a pre-tax profit
of $1,197,983. Following this sale, the Company has concluded a lease
agreement ending in May 2008 which was extended to May 2009, therefore
allowing the continuation of operations until the liquidation center is relocated.

During the month of May 2007, the Company finalised the sale of a property in
Ottawa for an amount totalling $3,800,000 (of which $950,000 was in the form of
a mortgage bearing an interest rate of 5.46% repayable in June 2012), resulting
in a pre-tax profit of $1,507,717.

On October 17, 2007, the Superior Court of Quebec rendered a judgment against
the Company’s subsidiary Brault & Martineau Inc. ordering Brault & Martineau to
pay punitive damages in the amount of $2 million (plus interests from the
judgment date and costs of distribution) in relation to a class action instituted by a
group of consumers that had purchased goods from Brault & Martineau using the
financing programs offered by Brault & Martineau and its credit supplier.

Based on its analysis of the judgment rendered, the Company has decided to
appeal the judgment to the Québec Court of Appeal. The Company intends to
vigorously defend its position. The Company believes its appeal is well-founded
and is confident that it will ultimately succeed. Pending this appeal, the Company
recorded an extraordinary charge in the amount of $2.545 million, or $1.731
million on an after-tax basis, representing the full amount of the award by the
Superior Court and the Company’s estimate of the ancillary distribution costs.
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As at December 31st, 2007, the Company held Canadian asset-backed
commercial paper (ABCP) investments having a nominal value of $6.1 million,
representing 6% of the aggregate of its cash and investments as at December
31st, 2007. The Company’s ABCP investments matured on August 30th, 2007.
The Company is assessing its alternatives and recourses, including legal action,
to recover the full value of these ABCP investments.

The Canadian market for Third Party ABCP suffered a liquidity disruption in mid-
August 2007 following which a group of financial institutions and other parties
agreed, pursuant to the Montreal Proposal, ( “the Montreal Proposal” ), to a
standstill period in respect of ABCP sold by twenty-three conduit issuers.
Participants to the Montreal Proposal also agreed in principle to the conversion of
the ABCP investments into longer-term financial instruments with maturities
corresponding to the underlying assets. A Pan-Canadian Investors Committee
(“the Committee”) was subsequently established to oversee the orderly
restructuring of these instruments during this standstill period. A restructuring
plan was announced on December 23, 2007, which was anticipated to be
completed by March 2008. On January 21st, 2009, the Company received notes
with a date of redemption as well as partial interest payments on the amount
owed. The Company is not a signatory to the Montreal Proposal.

The company records its investments at market value. However, due to liquidity
issues related to ABCP, there is currently no market for these investments.
Therefore, the Company has recorded fair value for ABCP investments by
calculating the present value of expected future cash flows. The Company as
determined the net present value of future cash flows using a discount rate that
factored the deteriorating conditions for worldwide credit markets, the prolonged
liquidity crunch for ABCP investments specifically, as well as increasing market
volatility.

As at December 31st, 2007, a charge of $1,525,000 before tax or $1,288,000
after tax was recorded as a provision for the estimated loss in value. This charge
represented Management’s best estimation of the loss in value within a
reasonable band of possible outcomes.

As at December 31st, 2008, the Company decided to record an additional charge
for its ABCP investments of $3,004,249 before tax or $2,534,835 after tax
bringing the provision for eventual loss to 75% of its nominal value.

The Company’s evaluation is founded on management’s assessment of
prevailing market conditions, something that is subject to change in the future.
Important factors affecting the future value of ABCP investments include changes
in market liquidity for these investments.

During the month of February 2008, the Company finalised the sale of a property
in Rimouski for an amount totalling $450,000, resulting in a pre-tax profit of
$97,000.
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During the month of March 2008, the Company finalised the sale of a property in
Ottawa for an amount totalling $7,000,000, resulting in a pre-tax profit of
$4,196,000.

During the month of April 2008, the Company concluded a deal for the sale of a
property in Rock Forest for an amount totalling $3,900,000, which resulted in a
pre-tax profit of $2,210,000. This transaction was recorded during the last quarter
of 2008.

At the beginning of the month of May, the Company started the construction of its
new 70,000 square foot store in Sherbrooke on the St-Joseph plateau, which
was inaugurated in November 2008. This new store replaces the existing store
located in Rockforest.
On August 15th, 2008, the Company offered to purchase up to 4,000,000 of its
Class A Subordinate Voting Shares at a price of $20.00 per share. This offer
expired on September 30th, 2008 at 12:00 p.m., Montreal time. The Company
purchased for cancellation all of the 3,152,567 Class A Subordinate Voting
Shares deposited under the offer for an amount of $63,051,340 which were paid
out of the general funds of the Company.

During the fiscal year ended December 31st, 2009, the Company completed
renovations of three of its electronic departments in order to model them
according to the new concept which was developed during the construction of the
Sherbrooke store that opened last year. All other stores shall be renovated
during the 2010 fiscal year at a disbursement.

During the last quarter of 2009, the Company renovated a appliance department
in order to enhance the product presentation. Once completed, this new layout
concept will be reproduced in other appliance departments during a period yet to
be determined.

During the twelve month period, the Company completed the renovations of 6 of
its electronic departments and of 5 of its appliance departments, 3 additional
appliance departments will be renovated at the beginning of 2011.

During the third quarter of 2010, the Company acquired land in Levis for an
amount of 2,951,000$ for the construction, at the beginning of 2011, of a new
store as a replacement for the existing one.

Finally, on April 6, 2010, following a 2 for 1 stock split, the Company issued
10,037,987 Class B multiple voting shares and 15,962,013 Class A subordinate
voting shares.

During the year ended December 31st, 2011, the Company completed the
renovation of the last 3 appliance departments left from the previous 2010 period.
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         Finally, during the month of May 2011, construction of the new store in Lévis
         started. The opening is scheduled for early 2012.

3.       NARRATIVE DESCRIPTION OF THE BUSINESS

         3.1    Description of Business Activities
         Through our subsidiairies Brault et Martineau and Ameublements Tanguay, we
         are retailers of furniture, electronic goods and household appliances in the areas
         of Montreal, Quebec City, Repentigny, Ste-Therese, Laval, Longueuil, Kirkland,
         St-Georges, Trois-Rivières, Sherbrooke, Chicoutimi, Rivière-du-Loup, Rimouski,
         Levis, Beauport, Ste-Foy, Gatineau, Ste-Hyacinthe, St-Jean-sur-le-Richelieu,
         Granby, Vaudreuil, Mascouche and St-Jérôme.

         3.2    Customers and Distribution Network
         Our customers are primarily composed of consumers who are seeking
         good-quality products at reasonable prices. Our sales and distribution network
         includes 20 stores, 6 liquidation centers, 6 Brault & Martineau Sleep Gallery and
         2 distribution centers. The following table provides, for each subsidiary, the
         address and surface area of each location and shows, where appropriate, the
         expiry date of leases.

                                                                    Area        Expiry Date
          Address of Establishment               Type           (square feet)    of Lease

     Brault et Martineau

     8500 Place Marien, Montreal-East         Distribution           523,239               ----
                                                center
     145 de la Fayette Blvd., Repentigny         Store                69,120               ----
     500 le Corbusier Blvd., Laval               Store                70,420               ----
     6700 Jean-Talon St., St-Léonard             Store                70,000               ----
     7272 Newman Blvd., LaSalle                  Store                41,600               ----
     500 de la Gappe Blvd., Gatineau             Store                59,749               ----
     9500 Taschereau Blvd., Brossard             Store                73,047               ----
     3950 Josephat Rancourt, Sherbrooke          Store                74,350               ----
     3150 St. Charles Blvd., Kirkland            Store                73,770               ----
     125 Desjardins Blvd. East,
     Ste-Thérèse                                 Store                74,830               ----
     1351 Montée des Promenades,
     St-Hubert                                   Store                69,713               ----
     12605 Sherbrooke Street East,            Liquidation
     Montreal                                   center                43,000               ----

     8220 Taschereau Blvd., Brossard       Liquidation center         39,460               ----

     1770 des Laurentides Boulevard,
     Laval (1)                             Liquidation center         30,050    March 31, 2020
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                                                                 Area          Expiry Date
     Address of Establishment                 Type           (square feet)      of Lease

3782, Côte-Vertu, St-Laurent (1)
                                        Liquidation center         77,318       May 31, 2016
3300, Cusson, St-Hyacinthe (1)            Sleep Gallery
                                              Store                  5,704      Nov 30, 2016
575, Pierre-Caisse, St-Jean-sur-le-       Sleep Gallery
Richelieu (1)                                 Store                  6,950    March 31, 2017
50 Simonds North, Granby (1)              Sleep Gallery
                                              Store                  6,478      July 31, 2017
585, Avenue St-Charles, Vaudreuil (1)     Sleep Gallery
                                              Store                  7,245    August 31, 2017
210, Montée Masson,                       Sleep Gallery
Mascouche (1)                                 Store                  6,286      Nov 30, 2022
                         (1)
21 Gauthier, St-Jérôme                    Sleep Gallery
________________                              Store                  6,500    Dec 31, 2018
(1) premises leased by the Company

Ameublements Tanguay

7200 Armand Viau, Quebec                   Distribution                            ----
                                             Center            260,762
5720 Etienne Dallaire Blvd., Lévis            Store             42,444             ----
535 Ste-Anne Blvd., Beauport                  Store             61,384             ----
4875 Lormière Blvd., Quebec City              Store             62,970             ----
2200 des Récollets Blvd.,
Trois-Rivières                                Store             49,448             ----
375 Montée Industrielle et
Commerciale, Rimouiski                        Store             66,971             ----
1990 Talbot Blvd., Chicoutimi                 Store             83,253             ----
245 Hôtel-de-Ville, Rivière-du-Loup           Store             46,265             ----
8955 Lacroix Blvd.,
St-Georges-de-Beauce                          Store             39,441             ----
2700 Laurier Blvd., Ste-Foy (1)               Store              6,500       October 31, 2016
2450 Laurier Blvd., Ste-Foy (1)               Store             51,267       March 31, 2016
5000 des Galeries Blvd., Québec (1)     Liquidation center      52,919        Dec 31, 2024
79B Kennedy Blvd., Levis (1)            Liquidation center      24,750        Dec 31, 2024
4050 Jean-Marchand Blvd., Quebec (1)    Repair shop and
                                        wharehouse              29,925        Dec 31, 2018

    (1) premises leased by the Company

    In the vast majority of cases, the stores are used as showrooms and points of
    sale. As a general rule, deliveries are exclusively provided by distribution centers.
    In 2004, our management made certain changes to our Montreal distribution
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center and relocated its distribution center in the Quebec City region in order to
add 68,000 square feet, for a total of 260,762 square feet. We believe that, with
these changes made, our distribution centers will be large enough to meet our
anticipated growth needs.
With respect to Brault et Martineau, all deliveries are carried out by
subcontractors on an ad-hoc basis. This allows us to meet our seasonal needs
more efficiently and economically.
Ameublements Tanguay prefers to deliver the goods it sells rather than turn to
subcontractors, as its sales are generally less affected by seasonal variations
than those of Brault et Martineau (see “Seasonal Variations” below). To that end,
Ameublements Tanguay owns a fleet of delivery trucks but also uses
outsourcing.

3.3   Supplies
Each division is supplied by major manufacturers and distributors with which it
has long-standing business relations. No subsidiary is dependent on any
particular supplier. We do not foresee, for the next fiscal year, any problem in
obtaining supplies and therefore intend to continue implementing our purchasing
policy, which consists of obtaining supplies from a large number of suppliers.

3.4   Competition
The retail furniture, household appliance and electronics market is highly
competitive. In Quebec, our main competitors are Sears Canada, The Bay, Leon
and the Brick Group. Moreover, we compete with certain specialized retailers in
their respective markets, such as IKEA, Best Buy, Future Shop and Corbeil.
Other more specialized retailers, such as superstores and smaller independent
stores, also compete with us. Competition has also grown with the proliferation of
warehouse and discount stores offering ready-to-assemble furniture and home
appliances at affordable prices.
However, in view of our financial resources, the size of our sales and distribution
network, the variety and superior quality of our merchandise, the flexibility of our
financing as well as the emphasis we place on customer service, we believe that
our market position is strong. In 2007, we believed we held approximately 30% of
the Quebec furniture and household appliance retail market.

3.5   Seasonal Variations
For Brault et Martineau, the month of July is generally the busiest of the year,
and most of the revenue is earned in the second half of the year. This trend is
caused by a very high rental/ownership ratio in the Montreal region, where a
significant portion of leases expire on June 30. However, Brault et Martineau has
managed to attenuate this trend in the past few years by launching a “buy now,
pay later” type of a promotional program. This has significantly shifted in the
sales traditionally recorded in July.
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In the Quebec City region, the trend is less significant given a lower
rental/ownership ratio than in the Montreal region. Nevertheless, the month of
July constitutes, for Ameublements Tanguay, one of the strongest months of the
year.

3.6   Human Resources
As at December 31, 2011, we had 2,264 permanent employees distributed
among our subsidiaries as follows:

                                            Number of Employees

Department                   Brault et Martineau      Ameublements Tanguay
Administration                       356                          165
Sales                                518                          432
After-sale service                    46                          127
Warehouse & Delivery                 325                          295
                                   1,245                        1,019
Of this staff, only 192 employees working at the Montreal warehouse are
unionized. The Company entered into a new collective agreement which ended
on December 31st, 2011. The Company entered into a new collective agreement
on March 8th, 2012, ending December 31, 2015.

3.7   Risk Factors
Sensitivity to General Economic Conditions
The furniture, household appliance and electronics retailing industry in Canada is
subject to cyclical variations in the general economy and to uncertainty regarding
future economic prospects. The health of the economy in Canada, especially in
Quebec, territory in which we operate, will have an effect on our sales.
Fluctuating interest rates, gross domestic product growth, the availability of
consumer credit, the level of unemployment as well as consumer trends can all
affect consumer confidence. A decline in economic conditions could decrease
the overall demand for household appliances and thus decrease our sales.
Maintaining Profitability and Managing Growth
A number of variables could adversely affect our business strategy. Some of the
factors that may influence our ability to remain profitable and maintain growth
include competition in the furniture and household appliance retailing industry;
our ability to keep our products affordable; the effectiveness of our marketing
programs; our ability to adapt to changing consumer trends; our ability to retain
qualified staff, including senior executives and store management personnel; our
ability to improve customer service to attract new clients and retain existing
clients as well as general economic conditions.
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In light of all of these factors, there can be no assurance that we will be able to
implement our business plan, or that this business plan will enable us to maintain
our past rates of return or sales growth rates. Failure to successfully implement a
material part of our strategic plan could have an adverse effect on our activities,
financial condition, liquidity and results of operation.
Competition
The furniture, household appliance and electronics retailing industry is highly
competitive. We face competition in all regions in which we operate. Our
competitors include department stores, specialty stores, national and
international furniture and household appliance store chains as well as
independent retailers, particularly those associated with larger buying groups.
The actions and strategies of our current and potential competitors could have a
material adverse effect on our business.
Third-Party Credit Providers
We rely on third-party credit suppliers to provide our clients with financing
solutions. There can be no assurance that we will be able to continue to secure
advantageous financing products for our customers that will allow us to maintain
current financial yields.
Investment Portfolio Risks
Our investment portfolio is subject to market conditions and certain risks. The
poor performance of this investment portfolio could have a material adverse
effect on our financial condition, liquidity and results of operation.
Labour Relations
The success of our business depends on a large number of employees, some of
whom are unionized. Any organized work stoppage or other similar job action
may have a material adverse effect on our business, financial condition, liquidity
and results of operation. The Company entered into a new collective agreement
on January 14th, 2008, ending December 31, 2011, with these employees
Reliance on Key Personnel
Our success depends, in part, on the retention of senior management. There can
be no assurance that we will be able to find qualified replacements for the
individuals who make up our senior management team. The loss of services of
one or more members of our senior management team could adversely affect our
business, operating income and our ability to pursue our business strategy
effectively.
Suppliers
We rely on a stable and consistent supply of furniture and household appliances
to carry out our retail operations. To that end, we maintain business relationships
with a number of suppliers at negotiated prices. There can be no assurance that
we will be able to continue to purchase products from our current or future
suppliers on terms similar to current terms. Significant increases in the prices of
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      the products we sell, and our inability to find substitute products at a lesser cost
      from new suppliers, could have a material adverse effect on our business,
      financial condition, liquidity and results of operations.
      Dependence on Management Information Systems
      Our management relies heavily on management information systems to analyze
      our business’s operating performance on a regular basis. Additionally, we
      depend on our management information systems in all areas of our operations,
      including supply chain management, inventory control, point-of-sale systems and
      after-sales service. We may be adversely affected should these systems fail or
      become obsolete.
      Distribution Operations
      Any significant interruption in the operation of our distribution centers may delay
      shipment of merchandise to our stores and customers, damage our reputation or
      otherwise have a material adverse effect on our business, financial condition,
      liquidity and results of operations. Any failure to coordinate successfully the
      operations of our distribution centers also could have a material adverse effect
      on our business, financial condition, liquidity and results of operations.
      Distribution problems may materially affect our net revenue in particular periods
      and/or the timing of the recognition of revenue from orders not yet delivered.
      Changes in Fashion Trends and Consumer Tastes
      Furniture and household appliances are subject to fashion trends and consumer
      tastes, which can change very rapidly. If we are unable to anticipate or respond
      to changes in consumer tastes and fashion trends in a timely manner, we could
      experience a decrease in sales and be faced with excess inventory. Disposal of
      excess inventory may materially affect our business, financial condition, liquidity
      and results of operation.
      Profits
      Some of our products are sold at a higher profit than others. An increase in the
      sales of lower profit products at the expense of the sales of higher profit products
      could result in a decrease in earnings.

4.    DIVIDENDS AND SLPITS

4.1   Dividends

      It is our policy to declare and pay dividends on a semi-annual basis to our
      holders of Class A Subordinate Voting Shares and Class B Multiple Voting
      Shares. Since our listing on the Exchange in October 1986, we have declared
      and paid gradually increasing dividends each and every year. The following table
      lists the amount of dividends declared semi annually over the last ten fiscal years
      for each class of issued and outstanding shares.
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 Dividends declared each fiscal half year over the last ten fiscal years for Class A
          Subordinate Voting Shares and Class B Multiple Voting Shares
                  Dividends declared on Class A      Dividends declared on Class B
                  Subordinate Voting Shares          Multiple Voting Shares ($/share)
                  ($/share)
Fiscal year ended 1st fiscal half 2nd fiscal half    1st fiscal half year 2nd fiscal
December 31       year            year                                    half year
2002                    0,015              0,0175             0,015            0,0175
2003                    0,0175             0,025              0,0175           0,025
2004                    0,025              0,03               0,025            0,03
2005                    0,03               0,035              0,03             0,035
2006                    0,06               0,06               0,06             0,06
2007                    0,07               0,075              0,07             0,075
2008                    0,085              0,09               0,085            0,09
2009                    0,09               0,10               0,09             0,10
2010                    0,12               0,12               0,12             0,12
2011                    0,12               0,12               0,12             0,12

4.2      Splits

The Company proceeded with stock splits over the last ten fiscal years for Class
      A Subordinate Voting Shares and Class B Multiple Voting Shares
                              Class A Subordinate Voting Shares
           Date of                                          and
          Stock split                        Class B Multiple Voting Shares

     December 6, 2000        2 for 1 stock split
     June 3, 2002            2 for 1 stock split
     December 11, 2003       2 for 1 stock split
     April 6, 2010           2 for 1 stock split

5.       GENERAL DESCRIPTION OF CAPITAL STRUCTURE

         Our authorized share capital consists of:
         a)       an unlimited number of Class A Subordinate Voting Shares without par
                  value;
         b)       an unlimited number of Class B Multiple Voting Shares without par value;
         c)       an unlimited number of First Preferred Shares, without par value, issuable
                  in series; and
         d)       an unlimited number of Second Preferred Shares, without par value,
                  issuable in series;
- 14 -

The following is a summary of the material characteristics of the Class A
Subordinate Voting Shares, Class B Multiple Voting Shares, First Preferred
Shares and Second Preferred Shares.
Class A Subordinate Voting Shares and Class B Multiple Voting Shares
Voting Rights

Class A Subordinate Voting Shares carry one vote per share, while Class B
Multiple Voting Shares carry 20 votes per share.

As at December 31, 2011, we had 46,156,165 issued and outstanding Class A
Subordinate Voting Shares and 2,118,835 issued and outstanding Class B
Multiple Voting Shares. As at December 31, 2010, the voting rights attaching to
the Class A Subordinate Voting Shares represented 52.13% of all voting rights
attaching to our securities.
Dividends

Class A Subordinate Voting Shares and Class B Multiple Voting Shares entitle
their holders to receive any dividend that may be declared, paid or set aside for
payment, on a share-for-share basis.
Split or Consolidation

Neither the Class A Subordinate Voting Shares nor Class B Multiple Voting
Shares may be split or consolidated unless the Class A Subordinate Voting
Shares or Class B Multiple Voting Shares, as the case may be, are
simultaneously split or consolidated in the same manner.
Liquidation or Winding-up

In the event of the liquidation or dissolution of the Company or any other
distribution of its property among the shareholders for the purposes of winding up
its affairs, all Company property available for payment or distribution to the
holders of Class A Subordinate Shares and the holders of Class B Multiple
Voting Shares will be paid or distributed equally among them, on a share-for-
share basis.
Exchange of Class A Subordinate Voting Shares

Subject to the provisions set out below, should a takeover bid or an offer to
exchange or redeem the Class B Multiple Voting Shares be presented to the
holders of such shares without a similar offer being presented at the same price
and conditions to the holders of Class A Subordinate Voting Shares, each Class
A Subordinate Voting Share may be exchanged for a Class B Multiple Voting
Share as of the date of the offer, at the option of its holder, but solely for the
purposes of authorizing said holder to accept the offer.

However, this exchange right will be void where the holders of Class B Multiple
Voting Shares altogether holding a sufficient number of shares of any class of the
- 15 -

Company’s shares to allow them to cast more than 50% of all voting rights
attaching to the outstanding shares of any class of voting shares of the Company
notify the transfer agent that they refuse the offer. Moreover, this exchange right
will be presumed not to have taken effect if the offer is not completed by the
offeror.

The articles of the Company contain a definition of “offer” giving rise to the
exchange right and stipulate certain exchange procedures. It further stipulates
that, when such an offer is made, the Company or transfer agent must send the
holders detailed written instructions on how to exercise their exchange right.
Exchange of Class B Multiple Voting Shares

Class B Multiple Voting Shares may at all times be exchanged, at the option of
their holder, for Class A Subordinate Voting Shares at a rate of one Class A
Subordinate Voting Share per Class B Multiple Voting Share.

The articles of the Company contain a definition of “offer” giving rise to the
exchange right and stipulate certain exchange procedures. It further stipulates
that, when such an offer is made, the Company or transfer agent must send the
holders detailed written instructions on how to exercise their exchange right.
Amendments

The rights, privileges, conditions and restrictions attaching to the Class A
Subordinate Voting Shares or Class B Multiple Voting Shares may respectively
be amended if such amendment is approved by no less than three quarters of
the votes cast at a meeting of the holders of Class A Subordinate Voting Shares
and Class B Multiple Voting Shares duly convened for the purposes thereof.
However, should the amendment affect the holders of Class A Subordinate
Voting Shares, as a class, or the holders of Class B Multiple Voting Shares, as a
class, differently, it must receive the additional approval of no less than three
quarters of the votes cast at a meeting of the holders of the shares that are
affected differently.
Rank

Except as provided above, each Class A Subordinate Voting Share and Class B
Multiple Voting Share shall carry the same rights and rank equally in all respects;
these shares shall be treated by the Company as though they were shares of a
single class.
First Preferred Shares and Second Preferred Shares

First Preferred Shares and Second Preferred Shares may both be issued in one
or several series, the number and characteristics of which will be determined by
our Board of Directors prior to the issuance thereof. These First Preferred Shares
and Second Preferred Shares will carry no voting rights and will rank prior to the
Class A Subordinate Voting Shares and Class B Multiple Voting Shares as
regards the payment of dividends and sharing of the property of the Company in
- 16 -

     the event of its liquidation, dissolution or any other distribution of its assets.
     Furthermore, as regards the foregoing, the First Preferred Shares will rank prior
     to the Second Preferred Shares. As at December 31, 2011, there were no First
     Preferred Shares or Second Preferred Shares outstanding.

     A first series of First Preferred Shares consisting of one “Series 1 First Preferred
     Share” is authorized, and will carry the right to receive, for each fiscal year of the
     Company, a fixed, preferred and non-cumulative dividend of 5% of the issued
     and paid-up capital relating to this share. This series of shares may at all times
     be redeemed at the option of the Company pending payment of an amount equal
     to the issued and paid-up capital of this share, plus any dividend declared on the
     share remaining unpaid on the redemption date. As at December 31, 2011, there
     were no Series 1 First Preferred Shares outstanding.

     A second series of First Preferred Shares consisting of one “Series 2 First
     Preferred Shares” is authorized, and will carry the right to receive, for each fiscal
     year of the Company, a fixed, preferred and non-cumulative dividend of 5% of
     the issued and paid-up capital of this share. This series of shares may at all
     times be redeemed at the option of the Company pending payment of an amount
     equal to the issued and paid-up capital of this share, plus any dividend declared
     on the share remaining unpaid on the redemption date or for the same amount,
     at the option of its holder. As at December 31, 2011, there were no Series 2 First
     Preferred Shares outstanding.

6.   MARKET FOR SECURITIES OF THE COMPANY
     Our Class A Subordinate Voting Shares currently issued and outstanding are
     listed on the Toronto Stock Exchange under the symbol “GBT.A”.
       Month of fiscal year ended Closing Price      High       Low     Volume
          December 31, 2011             ($)           ($)        ($)
     January 2011                      21.50          22.00      20.20    143,161
     February 2011                       22.64            22.72         21.58        67,437
     March 2011                          22.85            23.00         22.00       195,903
     April 2011                          22.90            23.25         22.51       173,032
     May 2011                            20.00            22.99         19.25       425,915
     June 2011                           21.34            21.34         18.51       461,898
     July 2011                           21.22            22.00         20.11       245,984
     August 2011                         21.94            21.95         19.29       267,172
     September 2011                      23.00            23.75         21.50       370,854
     October 2011                        21.70            23.00         20.10       323,397
     November 2011                       20.25            22.77         19.83        61,784
     December 2011                       18.80            20.10         17.81        57,502
- 17 -

7.    DIRECTORS AND OFFICERS

      7.1   Directors
      Some information on members of our Board of Directors and its committees is
      presented under the heading “Election of Directors” on pages 5, 6 and 7 of the
      management information circular dated February 16th, 2012 (the “Management
      Information Circular”) accompanying our Notice of Annual Meeting. This
      information is incorporated herein by reference. Copies of the Management
      Information Circular are available at our head office or on SEDAR at
      www.sedar.com.

      7.2   Officers
     The officers of the Company are the following:
                            Province and country of
Name                        residence                       Position
Yves Des Groseillers         Quebec, Canada                 Chairman of the Board,
                                                            President and Chief
                                                            Executive Officer
Marie-Berthe Des             Quebec, Canada                 Secretary
Groseillers
      Over the past five years, all officers held the same positions in the Company.
      As at the date hereof, our directors and officers directly or indirectly hold or
      control, as a group, 27,383,370 Class A Subordinate Voting Shares representing
      59.22% of these shares, and 1,160,000 Class B Multiple Voting Shares
      representing 57.01% of these shares.

8.    AUDIT COMMITTEE

      8.1   General
      Our Audit Committee currently consists of Messrs. Serge Saucier (Chairman),
      André Bérard and Gilles Crépeau. All members of the Audit Committee are
      considered “independent” and “financially literate” within the meaning of
      Multilateral Instrument 52-110, Audit Committees.

      8.2   Mandate of the Audit Committee
      The primary function of our Audit Committee is to oversee our accounting and
      financial reporting procedure, as well as the audits of our financial statements.
      This includes reviewing and overseeing financial reports, annual and interim
      management reports, and other financial information that we provide to any
      regulatory authority or the public, our system of internal control for finances,
      accounting and regulatory compliance established by members of our
      management and our Board of Directors, as well as our practices in terms of
      auditing, accounting, internal control and financial reporting. In the performance
      its duties, the Audit Committee promotes the continued improvement of our
- 18 -

policies, methods and practices at all levels, ensuring the compliance thereof and
encouraging the observance of industry best practices in such matters.
We have included our Audit Committee Charter in Schedule A hereto.

8.3   Relevant Education and Experience of the Audit Committee Members
The following table contains a brief summary of the relevant education and
experience of each member of the Audit Committee, including any education or
experience that has provided the member with a sound understanding of the
accounting principles that we use to prepare our annual and interim financial
statements.

          Name of audit              Relevant education and experience
        committee member
        Serge Saucier          Serge Saucier has been a chartered accountant
                               since 1964 and is a Fellow of the Ordre des
                               Comptables Agréés du Québec. Now retired, he
                               has dedicated his professional life to the firm
                               Raymond Chabot Grant Thornton LLP, in which
                               he has performed all the functions required from
                               a chartered accountant.
        André Bérard           André Bérard is a corporate director. He sits on
                               the board of directors of numerous public
                               companies and is a member of the audit
                               committee of numerous public companies. He
                               spent over four decades with National Bank of
                               Canada and was during 12 years the chairman
                               of the board and chief executive officer of
                               National Bank of Canada.
        Gilles Crépeau         Gilles Crépeau is a corporate director. He has
                               been on the board of BMTC Group inc. since
                               1989

8.4   Policies and Procedures for the Engagement of Audit and Non-audit

      Services

One of the duties of our Audit Committee is to approve, in advance, auditing
services and other non-auditing services entrusted to our external auditors.
Another is to adopt and implement policies governing the approval process. The
Audit Committee is also responsible for reviewing the remuneration paid to
external auditors for auditing and other ancillary services. In case of
emergencies, the Chairman of the Board may alone approve an auditing
mandate or other mandate entrusted to an external auditor.
- 19 -

     On the date hereof, no formal approval policy has been adopted by our Audit
     Committee. The Audit Committee evaluates non-audit services entrusted to
     external auditors separately.

     8.5       External Auditor Service Fees
     The following table shows the fees paid to Raymond Chabot Grant Thornton LLP
     in Canadian dollars for the years ended December 31st, 2010 and 2011 for
     various services provided to us:

           Service rendered             Year ended                  Year ended
                                     December 31, 2010           December 31, 2011

     Audit fees                         $ 188,900                   $ 169,500

     Audit – related fees                $ 11,100                      $6,500

     Tax fees                            $ 10,700                      $3,500

     Adoption of IFRS                     $ 30,000                     $35,000

     Total :                             $ 240,700                    $213,500

     Audit Fees

     These fees cover professional services rendered by the external auditors for
     statutory audits of the annual financial statements and for other audits.
     Audit-related Service Fees

     These fees cover professional services that reasonably relate to the performance
     of the audit or review of our financial statements.
     Tax Fees

     These fees cover professional services for tax compliance, tax advice and tax
     planning.
     Other Fees

     These fees include total fees paid to the auditors for all services other than those
     presented in the categories of audit fees, audit-related service fees and tax fees.

9.   TRANSFER AGENTS AND REGISTRARS

     Our transfer agent and registrar is Computershare Investor Services Inc. The
     register of transfers of our Class A Subordinate Voting Shares and Class B
     Multiple Voting Shares maintained by the Computershare Investor Services Inc.
     is located at its offices in Montreal, Quebec.
- 20 -

10.   LEGAL PROCEEDINGS

      The Company is involved in claims and disputes that it is currently contesting.
      Except as described below, the management believes that the settlement of
      these legal proceedings will not adversely affect its financial position, results or
      cash flow.

      On October 17, 2007, the Superior Court of Quebec rendered a judgment against
      the Company’s subsidiary Brault et Martineau ordering it to pay punitive
      damages in the amount of $2 million (plus interests from the judgment date and
      costs of distribution) in relation to a class action instituted by a group of
      consumers that had purchased goods from Brault et Martineau using the
      financing programs offered by Brault et Martineau and its credit supplier.

      The Court of Appeal having maintained the judgment of the Superior Court, the
      Company has taken arrangement for payment of an amount of 2,435 M$ which
      was paid during the 2011 period.

11.   ADDITIONAL INFORMATION

      Additional information on us can be found on SEDAR at www.sedar.com.

      Additional information, including directors’ and officers’ remuneration and
      indebtedness, if loans have been granted to them, the principal holders of our
      securities, stock options and the interests of insiders in material transactions, if
      any, can be found in the Management Information Circular dated February 16th,
      2012 prepared for our April 5th, 2012 Annual Meeting of Shareholders. Additional
      financial information is provided in our financial statements and the MD&A for our
      most recently completed fiscal year.
SCHEDULE A

Audit Committee Charter

(See attached document)
BMTC Group Inc.

       CHARTER

OF THE AUDIT COMMITTEE

    August 10, 2004
1.   PURPOSE AND MANDATE

     The audit committee (the “Committee”) of BMTC Group Inc. (the “Company”) is a
     Committee of the board of directors of the Company (the “Board of Directors”). It
     is responsible for overseeing the accounting process, the presentation of the
     Company’s financial information, and the auditing of its financial statements.

     This charter (the “Charter”), adopted by the Board of Directors, sets out the
     mandate and principal responsibilities of the Committee.

     The principal duties of the Committee are to oversee the accounting and financial
     reporting procedures of the Company, as well as to audit its financial statements.
     This includes reviewing and overseeing financial reports, annual and interim
     management reports, and other financial information that the Company provides
     to any regulatory authority or the public, the Company’s systems of internal
     control regarding finances, accounting and regulatory compliance established by
     management and the Board of Directors, as well as Company auditing,
     accounting, internal control and financial reporting processes.

     Consistent with this function, the Committee should encourage continuous
     improvement of, and foster adherence to, the Company’s policies, procedures
     and practices at all levels.

2.   COMPOSITION

     The Committee shall consist of no less than three members, including a
     chairman, all appointed by the Board of Directors. All members shall be directors
     of the Company.

     All members of the Committee shall abide by the requirements in effect at any
     given time as regards the composition of the audit committees and the
     independence of their members, as these requirements may be promulgated by
     the relevant securities authorities, stock exchange on which the securities of the
     Company are traded and any other governmental or regulatory authority to which
     the Company is subject (individually, the “Regulatory Authority” and, collectively,
     the “Regulatory Authorities”), as the Board of Directors may see fit.

     All members of the Committee shall have a working familiarity with basic finance
     and accounting practices, as the Board of Directors may see fit. At least one
     member of the Committee shall have accounting or related financial
     management expertise, as determined by the Board of Directors.

     A person with no financial skills may be nominated to sit on the Committee,
     provided he acquire the necessary skills within a reasonable delay following his
nomination on such conditions as may be established in applicable regulation
     and by the Board of Directors.

     Unless they should resign, be removed from office or no longer qualify as
     director, the members and chairman of the Committee shall remain in office until
     the next annual shareholder meeting or until a successor is nominated, if any.

     A member may step down from office upon written notice to the Company. Any
     Committee member may be removed from office by resolution of the Board of
     Directors, which may then fill any resulting vacancy. A Committee member who
     ceases being a director of the Company shall automatically cease being a
     member of the Committee.

     The Committee may appoint a Committee secretary, who need not be a member
     of the committee or Board of Directors, and it may remove and replace him at
     any given time.

     Committee members shall receive such remuneration for their services as the
     Board of Directors may from time to time determine, if any.

3.   OPERATIONS

     The Committee shall be called as often as is necessary to perform its duties, but
     no less than once quarterly, by the Chairman of the Board of Directors or the
     external auditors to discuss any specific issue.

     Committee meetings shall be called by the Chairman of the Committee, by any
     other member of the Committee, by the Chairman of the Board of Directors or by
     the external auditors upon written notice of no less than two days prior to the
     date set for the meeting.

     When necessary, the Committee may invite such other persons to its meetings,
     as it may deem necessary, whether or not these individuals are directors of the
     Company. Any member of Company management, the head of internal auditors
     and the external auditors, among others, may be invited to speak before the
     Committee, whenever necessary. The notice of meeting shall be sent to the
     external auditor or head of internal auditors who are invited to attend any such
     Committee meeting.

     The quorum for Committee meetings shall be set at two of its members. No
     business may be transacted where no quorum is present.

     Each member may cast one vote at Committee meetings. In the event of a tie
     vote, the Chairman shall not have the deciding vote.
Committee members may convene their meetings anywhere inside or outside
         Quebec and, should all agree, they may attend any such meeting using technical
         means that allow participants to communicate orally, such as by telephone.

         A written resolution executed by all members of the Committee entitled to vote
         thereon shall be as valid as though adopted at a meeting.

         The Committee may determine all aspects of its operational procedures. Should
         it fail to do so, it shall follow those that apply to the Board of Directors.

4.       RESPONSIBILITIES AND DUTIES

         Management of the Company shall be responsible for the preparation,
         presentation and integrity of the Company’s financial statements, and for
         compliance with the appropriate principles and practices that apply to accounting,
         financial reporting and to the internal controls and procedures that ensure
         compliance with accounting standards and applicable legislation.

         External auditors shall be responsible for planning and auditing the annual
         financial statements of the Company, in keeping with professional standards.

         The main purpose of the Committee is to review the relevance and efficiency of
         its activities while assisting the Board in its role of overseeing:

11.1.1         the integrity of the Company’s financial statements;

11.1.2         the skills and independence of external auditors;

11.1.3         the performance of the duties of the internal auditors and external auditors
               of the Company;

11.1.4         the relevance and efficiency of internal control; and

11.1.5         the Company’s compliance with legal and regulatory requirements.

         To honour its obligations and meet its responsibilities, the Committee shall:
         Documents/Reports Review

               (i)    Review interim financial statements, annual financial statements
                      and other elements of financial information presented in the annual
                      and interim documents of the Company, and this prior to their
                      publication; review statements made by management of the
                      Company, management reports and press releases the Company
                      may issue in connection therewith, and report thereon to the Board
                      of Directors.
(ii)    Satisfy itself that the interim financial statements, annual financial
              statements and other elements of financial information presented in
              the annual and interim documents of the Company comply with
              generally accepted accounting principles and give, in all material
              respects, and accurate description of the financial situation of the
              Company, its operating results and cash flow for the relevant dates
              and periods, as the case may be, and recommend to the Board of
              Directors whether they are to be approved for inclusion in the filings
              required by regulatory authorities and for disclosure and publication
              purposes.

      (iii)   Satisfy itself that the information contained in the Company’s
              quarterly and annual financial statements, annual report to
              shareholders and other financial publications, such as
              management’s discussion and analysis, annual information form
              (and similar documentation required by the Regulatory Authorities)
              and the information contained in a prospectus, registration
              statement or other similar document does not contain any untrue
              statement of any material fact or omit to state a material fact that is
              required or necessary to make a statement not misleading, in light
              of the circumstances under which it was made.

      (iv)    Review material financial reports or other material financial
              information of the Company submitted to any Regulatory Authority,
              or the public.

      (v)     Review such matters and questions relating to the financial position
              of the Company and its affiliates or the reporting related thereto as
              the Board of Directors may from time to time refer to the
              Committee.

      (vi)    Review, with management and the external auditors, all material
              changes proposed to be made to the policies and accounting
              practices followed by the Company.

      (vii)   Review and update this Charter and evaluate its efficiency in
              meeting its mandate as circumstances may require, but no less
              than once a year or at any time upon request of the Board of
              Directors.
External Auditors

      (i)     Recommend to the Board of Directors the appointment,
              remuneration, renewal of mandate or, where applicable, termination
              of external auditors (including the proposal not to retain or to
terminate) and oversight of any external auditor engaged by the
             Company for the purpose of preparing or issuing an audit report or
             related work.

     (ii)    Ensure that the external auditors of the Company are “independent”
             of management, in keeping with industry best practices. Obtain
             from the external auditors, at least annually, a formal written
             statement delineating all relationships between the external
             auditors and the Company.

     (iii)   Satisfy itself that management of the Company or the external
             auditors give prior notice of any mandate pertaining to an audit
             issue that was or would have been entrusted to an accounting firm
             others and the external auditors.

     (iv)    Approve in advance any audit and non-audit mandate awarded to
             external auditors and adopt and implement policies for such pre-
             approval and review all remuneration paid to external auditors,
             including for such additional audit and non-audit services; in cases
             of an emergency, the chairman of the Committee, acting
             independently, shall be authorized to approve in advance any and
             all audit and non-audit mandates awarded to external auditors.

     (v)     Review the performance and the remuneration of the external
             auditors and recommend to the Board of Directors the discharge of
             the external auditors when circumstances warrant.

     (vi)    Oversee the work of the external auditors and satisfy itself that the
             audit function has been effectively carried out and that any matter
             which the external auditors wish to bring to the attention of the
             Board of Directors has been settled and that there are no
             “unresolved differences” with the external auditors. Be directly
             responsible for the resolution of any disagreements between
             management and the external auditors regarding reporting matters.

     (vii)   Ensure the orderly transition of files in the event of a change of
             external auditors, and review any issue referred by Regulatory
             Authorities regarding financial reporting procedures.
Financial Reporting Procedure and Risk Management

     (i)     Review the audit plan of the external auditors for the current fiscal
             year, review the integration of the external audit with the internal
             control program and review advice from the external auditors
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