September 22, 2015

BREWERS RETAIL INC.

AND

LABATT BREWING COMPANY LIMITED

AND

MOLSON CANADA 2005

AND

SLEEMAN BREWERIES LTD.

AND

HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS AND PRINCIPLES OF INTERPRETATION
1.1 Definitions
1.2 Additional Definitions
1.3 Certain Rules of Interpretation
1.4 Accounting Principles
1.5 Agreement Binding
1.6 Recitals, Exhibit and Schedules

ARTICLE 2 IMPLEMENTATION OF THE KEY PRINCIPLES
2.1 Effective Date
2.2 Action to be Taken on or Prior to the Effective Date

ARTICLE 3 ISSUANCE OF SHARES TO QUALIFYING BREWERS
3.1 Securities Regulatory Relief
3.2 Subscription by Eligible Qualifying Brewers for First Equity Shares

ARTICLE 4 INFORMATION AND REGULATORY MATTERS
4.1 Information for the Public
4.2 Regulatory Matters
4.3 Information for the Province

ARTICLE 5 GOVERNANCE AND OPERATIONS OF THE CORPORATION
5.1 Independent Directors
5.2 Beer Ombudsman

ARTICLE 6 BENEFIT FOR ONTARIO CONSUMERS
6.1 Customer Experience
6.2 Other Channels
6.3 Sale of Beer in Ontario
6.4 LCBO
6.5 New Private Retail Outlets
6.6 LCBO Cost of Service Charges
6.7 Other LCBO Matters
6.8 Second On-Site Stores

ARTICLE 7 OTHER MATTERS
7.1 Licensees
7.2 Pooled Delivery
7.3 Consumer Prices

ARTICLE 8 GENERAL
8.1 Dispute Resolution
8.2 Enurement
8.3 Entire Agreement
8.4 Term
8.5 Termination
8.6 Remedies for Breach
8.7 Effect of Termination
8.8 Independent Legal Advice
8.9 Notices
8.10 Amendments and Waivers
8.11 Assignment
8.12 Execution and Delivery

Exhibit A – Articles of Amendment
Exhibit B – ODRP Agreement
Exhibit C – Provincial Rights Agreement
Exhibit D – Shareholders Agreement
Exhibit E – Termination Agreement

Schedule 1.1 – Existing Combination Store Locations
Schedule 6.4 – Pilot Program
Schedule 6.5 – New Private Retail Outlets
Schedule 8.1– Arbitration Procedures

MASTER FRAMEWORK AGREEMENT

THIS AGREEMENT is made as of September 22, 2015.

BETWEEN:

LABATT BREWING COMPANY LIMITED, a corporation
governed by the laws of Canada (“Labatt”),

- and -

MOLSON CANADA 2005, a partnership governed by the laws of
Ontario (“Molson”),

- and -

SLEEMAN BREWERIES LTD., a corporation governed by the
laws of Canada (“Sleeman”),

- and -

BREWERS RETAIL INC. o/a THE BEER STORE, a
corporation governed by the laws of Ontario (the “Corporation”)

- and -

HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO (the
“Province”),

RECITALS:

  1. On June 1, 2000, the Corporation and the Liquor Control Board of Ontario (the “LCBO”), pursuant to the direction, authorization and agreement of the Province, entered into an agreement entitled “Serving Ontario Beer Consumers: A Framework for Improved Co-operation and Planning”, by which the LCBO regulates and controls various aspects of the sale of Beer in Ontario.
  2. In 2014, the Premier’s Advisory Council on Government Assets (the “Council”) was charged by the Premier of Ontario to review certain assets of the Province and recommend ways to maximize their value to the people of Ontario.
  3. Prior to the subscription by other Qualifying Brewers for shares in the Corporation as contemplated by this Agreement, Labatt, Molson and Sleeman (the “Original Owners”) owned all of the issued and outstanding shares in the capital of the Corporation.
  4. The Council made certain recommendations on April 16, 2015 to the Province to make changes to the regulation and control of Beer in Ontario, including to the retail and distribution system for Beer, following a negotiation with the Corporation and the Original Owners, at the direction and authorization of the Province, that resulted in the Council, the Corporation and the Original Owners entering into a non-binding statement of principles entitled “Modernizing the Distribution of Beer in Ontario: Framework of Key Principles” (the “Key Principles”), which was accepted by the Province. The Key Principles were set out in an attachment to the Council’s report entitled “Striking the Right Balance: Modernizing Beer Retailing and Distribution in Ontario”.
  5. The Key Principles are intended to enhance customer convenience, choice and shopping experience, while continuing to ensure that consumers in Ontario can purchase Beer at prices below the Canadian average, and to enhance the Beer retailing system for all Brewers selling Beer in Ontario.
  6. The Parties have entered into this Agreement to record their agreement as to the manner in which the Key Principles shall be implemented with the direction, authorization and agreement of the Province.

THEREFORE, the Parties agree as follows: