(F-7 POS)

As filed with the Securities and Exchange Commission on April 20, 2015

Registration No. 333-202951

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

FORM F-7

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Constellation Software Inc.

(Exact name of Registrant as specified in its charter)

Ontario, Canada

7372

Not Applicable

(Province or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

20 Adelaide Street East - #1200, Toronto, Ontario, Canada M5C 2T6

(416) 861-2279

(Address and telephone number of Registrant’s principal executive offices)

Trapeze Software Group, Inc.

5265 Rockwell Drive NE

Cedar Rapids, IA 52402

(319) 743-4522

(Name, address and telephone number of agent for service in the United States)

Copies to:

Wendi Locke

McCarthy Tétrault LLP

Suite 5300, TD Bank Tower

Box 48, 66 Wellington Street West

Toronto, Ontario

Canada M5K 1E6

Tel: (416) 362-1812

Christopher J. Cummings

Paul, Weiss, Rifkind,

Wharton & Garrison LLP

Suite 3100, 77 King Street West

Toronto, Ontario

Canada M5K 1J3

Tel: (416) 504-0520

Approximate date of commencement of proposed sale of the securities to the public:

As soon as practicable after the filing of the next amendment to this registration statement.

This registration statement and any amendment thereto shall become effective upon filing with the Commission in accordance with Rule 467(a).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box: ¨

If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered on this registration statement changes, the provisions of Rule 416 shall apply to this registration statement.

PART I

INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS

This short form prospectus constitutes a public offering only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. See “Plan of Distribution”.

Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Secretary of Constellation Software Inc. at 20 Adelaide Street East, Suite 1200, Toronto, Ontario, M5C 2T6, telephone: (416)-861-1941, and are also available electronically at www.sedar.com.

Short Form Prospectus


Rights Offering		April 17, 2015

LOGO

CONSTELLATION SOFTWARE INC.

C$200,000,000

Offering of Rights to Subscribe for

Unsecured Subordinated Floating Rate Debentures, Series 1

Due March 31, 2040

Price: C$115 per Debenture

This short form prospectus covers the issuance (the “Offering”) by Constellation Software Inc. (the “Company” or “CSI”) to the holders of its outstanding common shares (the “Common Shares”) of record (the “Shareholders”) on April 29, 2015 (the “Record Date”) of one right (each, a “Right”) for each Common Share held. The Rights will be issued in satisfaction of the dividend (the “Rights Dividend”) declared by the Company on the Common Shares in the amount of one Right per Common Share. For every 10.596 Rights held, a holder of Rights is entitled to subscribe for C$100 principal amount of unsecured subordinated floating rate debentures, Series 1 of the Company (the “Debentures”) prior to 4:30 p.m. (Toronto time) (the “Expiry Time”) on September 15, 2015 (the “Expiry Date”) at a price of C$115 per C$100 principal amount of Debentures purchased. The Debentures will be issued as an additional tranche of, and under the Indenture (as defined below) will form a single series with, the $68 million principal amount of Debentures issued on October 1, 2014 and the $28 million principal amount of Debentures issued on November 19, 2014. The closing price of the Debentures on the Toronto Stock Exchange (the “TSX”) on April 16, 2015 was C$121.03 per C$100.00 principal amount. From, and including, the date of issue of September 30, 2015 to, but excluding, March 31, 2016, the Debentures will bear interest at a rate of 8.5% per annum. From, and including, March 31, 2016 to, but excluding, the Maturity Date (as defined below), the interest rate applicable to the Debentures will be reset on an annual basis on March 31 of each year, at a rate equal to the Cost of Living Adjustment (as defined below) (which amount may be positive or negative) plus 6.5%. The Rights are fully divisible and fully transferable into and within

Canada, and will be represented by rights certificates (the “Rights Certificates”). Rights not exercised prior to the Expiry Time on the Expiry Date will be void and of no further value.


	Subscription Price		Net Proceeds to the Company⁽¹⁾
Per Debenture	C$	115	C$	115
Total Offering⁽²⁾	C$	230,000,000	C$	230,000,000

⁽¹⁾	Before deducting the expenses of the Offering, which are estimated to be approximately C$300,000 and will be paid by the Company.

⁽²⁾	Assumes the maximum amount of Debentures issued.

Investing in the Debentures involves significant risks. Prospective investors should carefully review the risks outlined in this short form prospectus and in the documents incorporated by reference herein before purchasing the Debentures. See “Risk Factors”.

This prospectus qualifies for distribution under applicable Canadian securities laws the Rights and the Debentures issuable on the exercise of the Rights (collectively, the “Offered Securities”) in each of the provinces and territories of Canada and also covers the offer and sale of the Debentures issuable upon exercise of the Rights within the United States (together with each of the provinces and territories of Canada, the “Eligible Jurisdictions”) under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). However, notwithstanding registration under the U.S. Securities Act, the securities or blue sky laws of certain states may not permit or may limit the Company’s ability to offer Rights and/or Debentures in such states, or to certain persons in those states. The Company will only offer Rights in states where, and to such persons to whom, it is legally permitted to do so.

None of the Offered Securities have been qualified under the securities laws of any jurisdiction outside the Eligible Jurisdictions (an “Ineligible Jurisdiction”) and, except under the circumstances described herein, the Rights may not be exercised by or on behalf of a holder of Rights resident in an Ineligible Jurisdiction (an “Ineligible Holder”). This prospectus is not, and under no circumstances is to be construed as, an offering of any of the Offered Securities for sale in any Ineligible Jurisdiction or a solicitation therein or thereto of an offer to buy any securities. Rights Certificates will not be sent to any Shareholder with an address of record in an Ineligible Jurisdiction. Instead, the Rights Certificates of such Ineligible Holders will be held by the Subscription Agent, who will hold such Rights as agent for the benefit of all such Ineligible Holders. See “Description of the Rights – Ineligible Holders”.

This offering is made by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States and Canada, to prepare this prospectus in accordance with the disclosure requirements of Canada. Prospective purchasers of securities should be aware that such requirements are different from those of the United States. Financial statements included or incorporated herein have been prepared in accordance with International Financial Reporting Standards, and are subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.

Prospective investors should be aware that the acquisition or disposition of the securities described in this prospectus may have tax consequences in the United States, Canada and the investor’s jurisdiction of residence. Prospective investors should review the sections herein entitled “Certain Canadian Federal Income Tax Considerations” and “Certain United States Federal Income Tax Considerations”, and should consult their own tax advisors.

The enforcement by investors of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the laws of Ontario, that some or all of its officers and directors may be residents of a country other than the United States, that some or all of the experts named in the registration statement may be residents of Canada, and that all or a substantial portion of the assets of the Company and said persons may be located outside the United States.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR HAS THE SEC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

The Rights may be transferred only in transactions outside of the United States in accordance with Regulation S under the U.S. Securities Act (“Regulation S”).

There is currently no market through which the Rights may be sold. There can be no assurance that an active trading market will develop for the Rights or, if developed, that such a market will be sustained. To the extent that an active trading market for the Rights does not develop, the pricing of the Rights in the secondary market, the transparency and availability of trading prices and the liquidity of the Rights may be adversely affected. See “Risk Factors”.

The currently outstanding Common Shares are listed and posted for trading on the TSX under the symbol “CSU”. The currently outstanding Debentures are listed and posted for trading on the TSX under the symbol “CSU.DB”. The TSX has approved the listing of the Rights and the Debentures subject to the Company fulfilling all of the requirements of the TSX. The Rights will be listed on the TSX under the symbol “CSU.RT.A” and will be posted for trading on the TSX until 12:00 p.m. (Toronto time) on the Expiry Date at which time they will be halted from trading.

No underwriter has been involved in the preparation of this prospectus or performed any review of the contents of this prospectus.

Computershare Trust Company of Canada (the “Subscription Agent”), at its principal offices in the City of Toronto (the “Subscription Offices”), is the subscription agent for this Offering. See “Description of the Rights – Subscription Agent”.

For Common Shares held in registered form, the Company will mail or cause to be mailed to each Shareholder a Rights Certificate evidencing the number of Rights issued to the holder thereof, together with a copy of this prospectus. In order to exercise the Rights represented by the Rights Certificate, a holder of Rights must complete and deliver Form 1 of the Rights Certificate to the Subscription Agent in the manner and upon the terms set out in this prospectus. See “Description of the Rights of the Offering – Common Shares Held in Registered Form”.

For Common Shares held through a securities broker or dealer, bank or trust company or other participant (a “CDS Participant”) in the book-based system administered by CDS Clearing and Depository Services Inc. (“CDS”), a holder of Rights may exercise the Rights issued in respect of such Common Shares by (a) instructing the CDS Participant holding such Rights to exercise all or a specified number of such Rights and (b) forwarding to such CDS Participant the subscription price for each Debenture that such Shareholder wishes to subscribe for in accordance with the terms of this Offering. Subscriptions for Debentures made through a CDS Participant will be irrevocable and subscribers will be unable to withdraw their subscriptions for Debentures once submitted. See “Description of the Rights – Common Shares Held Through CDS”.

TABLE OF CONTENTS


GENERAL MATTERS			1
ELIGIBILITY FOR INVESTMENT			1
FORWARD-LOOKING STATEMENTS			1
EXCHANGE RATE INFORMATION			2
DOCUMENTS INCORPORATED BY REFERENCE			2
CONSTELLATION SOFTWARE INC.			3
DESCRIPTION OF THE RIGHTS			4
DESCRIPTION OF THE DEBENTURES			9
CONSOLIDATED CAPITALIZATION			15
USE OF PROCEEDS			15
PLAN OF DISTRIBUTION			15
PRIOR SALES			16
TRADING PRICE AND VOLUME OF DEBENTURES			16
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS			16
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS			21
RISK FACTORS			29
EARNINGS COVERAGE RATIOS			32
LEGAL MATTERS			32
LEGAL PROCEEDINGS			32
AUDITORS, TRANSFER AGENT AND REGISTRAR			33
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT			33
PURCHASERS’ STATUTORY RIGHTS			33
ADDITIONAL INFORMATION			33
CERTIFICATE OF THE COMPANY			C-1

GENERAL MATTERS

Unless otherwise noted or the context otherwise indicates, all references in this prospectus to “CSI”, the “Company”, “we”, “us”, “our” and “our company” refer to Constellation Software Inc. and its subsidiaries.

The Company prepares its consolidated financial statements in U.S. dollars and in conformity with International Financial Reporting Standards.

All references to US$ are to U.S. dollars and all references to C$ are to Canadian dollars.

ELIGIBILITY FOR INVESTMENT

In the opinion of McCarthy Tétrault LLP, Canadian counsel to the Company, based on the provisions of the Income Tax Act (Canada) (the “Tax Act”) at the date hereof and provided (I) the Rights are listed on a “designated stock exchange” within the meaning of the Tax Act (which currently includes the TSX) and (II) either the Company is a “public corporation” within the meaning of the Tax Act or the Debentures are listed on a “designated stock exchange”, the Rights and Debentures would, if issued on the date hereof, be qualified investments under the Tax Act for a trust governed by a registered retirement savings plan (“RRSP”), a registered retirement income fund (“RRIF”), a deferred profit sharing plan (except, in the case of Debentures, a deferred profit sharing plan to which the Company, or an employer that does not deal at arm’s length with the Company, has made a contribution), a tax free savings account (“TFSA”), a registered disability savings plan and a registered education savings plan, each as defined in the Tax Act.

Notwithstanding the foregoing, if the Rights or Debentures are “prohibited investments” for the purposes of an RRSP, RRIF or TFSA, the holder of the TFSA or the annuitant of the RRSP or RRIF, as the case may be, will be subject to a penalty tax as set out in the Tax Act. Neither the Rights nor the Debentures will be a “prohibited investment” provided the holder of the TFSA or the annuitant of the RRSP or RRIF, as the case may be, deals at arm’s length with the Company for purposes of the Tax Act and does not have a significant interest (within the meaning of the Tax Act) in the Company. Annuitants of an RRSP or RRIF and holders of a TFSA should consult their own tax advisors to ensure the Rights and Debentures will not be a prohibited investment in their particular circumstances.

FORWARD-LOOKING STATEMENTS

Certain statements in this prospectus may contain “forward-looking” statements which involve risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company or industry to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this prospectus, words such as “may”, “will”, “expect”, “believe”, “plan”, “intend”, “should”, “anticipate” and other similar terminology are intended to identify forward-looking statements. These statements reflect current assumptions and expectations regarding future events and operating performance and speak only as of the date of this prospectus. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed under “Risk Factors”. Although the forward-looking statements contained in this prospectus are based upon what management of the Company believes are reasonable assumptions, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this prospectus, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by applicable securities laws.

EXCHANGE RATE INFORMATION

The following table sets out (i) the rate of exchange for one U.S. dollar in Canadian dollars in effect at the end of the period indicated, (ii) the high and low rate of exchange during that period and (iii) the average rate of exchange for that period, each based on the noon buying rate of exchange published by the Bank of Canada.


	Year ended December 31
	2014		2013
High		1.1643		1.0697
Low		1.0614		0.9839
End of period		1.1601		1.0636
Average		1.1045		1.0299

On April 16, 2015 the noon buying rate for one U.S. dollar in Canadian dollars published by the Bank of Canada was US$1.00 = C$1.2206.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents have been filed with the securities regulatory authorities in each of the provinces and territories of Canada and are specifically incorporated by reference into, and form an integral part of, this prospectus:

(a)	the Company’s Annual Information Form dated March 31, 2015 (the “AIF”);

(b)	the Company’s Management Information Circular dated March 27, 2015;

(c)	the Company’s consolidated financial statements for the years ended December 31, 2014 and December 31, 2013, together with the auditor’s report thereon; and

(d)	the Company’s management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2014.

Any documents of the type referred to in the preceding paragraph, or otherwise described in Section 11.1 of Form 44-101F1 – Short Form Prospectus Distributions (excluding confidential material change reports), filed by the Company with any securities regulatory authority in Canada after the date of this prospectus and prior to the completion or withdrawal of this Offering, are deemed to be incorporated by reference in this prospectus.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not constitute a part of this prospectus, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

CONSTELLATION SOFTWARE INC.

We acquire, manage and build vertical market software (“VMS”) businesses. Generally, these businesses provide mission critical software solutions that address the specific needs of our customers in particular vertical markets. Our focus on acquiring businesses with growth potential, managing them well and then building them has allowed us to generate significant cash flow and revenue growth. Using a combination of proprietary software and market expertise, we provide software solutions designed to meet certain mission critical requirements of our customers. We believe that our software solutions enable our customers to boost productivity, operate more cost effectively, increase sales and improve customer service and satisfaction. Our principal strategy is to acquire, manage and build VMS businesses. Most of the VMS businesses that we acquire have the potential to be leaders within their particular markets. We target the VMS sector because of the attractive economics that it provides and our belief that our management teams understand those economics better than many of our competitors.

We are a global provider of enterprise software solutions serving a variety of distinct vertical markets. The Company is organized around two reportable segments: (i) the public sector segment, which primarily includes businesses focused on government and government-related customers, and (ii) the private sector segment, which primarily includes businesses focused on commercial customers. The vertical markets in which we participate in each sector include:

Public Sector


• Public transit operators	• Asset management	• Municipal systems

• Para transit operators	• Fleet and facility management	• School administration

• School transportation	• District attorney	• Public safety

• Non-emergency medical	• Taxi dispatch	• Healthcare

• Ride share	• Benefits administration	• Rental

• Local government	• Insurance	• Electric utilities

• Agri-business	• Collections management	• Court

• Marine asset management	• Water utilities	• School and special library

• Communications	• Credit unions	• Drink distribution

• Higher education

Private Sector


• Private clubs & daily fee golf courses	• Lease management	• Window manufacturers

• Construction	• Winery management	• Cabinet manufacturers

• Food services	• Buy here pay here dealers	• Made-to-order manufacturers

• Health clubs	• RV and marine dealers	• Window and other dealers

• Moving and storage	• Pulp & paper manufacturers	• Multi-carrier shipping

• Metal service centers	• Real estate brokers and agents	• Supply chain optimization

• Attractions	• Outdoor equipment dealers	• Multi-channel distribution



• Leisure centers	• Pharmaceutical and biotech manufacturers	• Wholesale distribution

• Education	• Healthcare electronic medical records	• Third party logistics warehouse management systems

• Radiology & laboratory information systems	• Homebuilders	• Retail management and distribution

• Product licensing	• Event management	• Association management

• Tire distribution	• Salons and spas	• Public housing authorities

• Housing finance agencies	• Municipal treasury & debt systems	• Real estate brokers and agents

• Tour operators	• Auto clubs	• Home and community care

• Long-term care	• Textiles and apparel

Our head and registered office is located at 20 Adelaide Street East, Suite 1200, Toronto, Ontario, M5C 2T6. We have more than 200 other offices worldwide including in the United States, Denmark, Italy, Germany, Switzerland, the United Kingdom, the Netherlands and Romania.

DESCRIPTION OF THE RIGHTS

Rights and Rights Certificates

The Company is issuing to each Shareholder of record at the close of business (Toronto time) on the Record Date one Right for each Common Share held by such Shareholder. The Rights will be issued in satisfaction of the dividend (the “Rights Dividend”) declared by the Company on the Common Shares in the amount of one Right per Common Share. Every 10.596 Rights entitle the holder thereof to subscribe for C$100 principal amount of Debentures at a price of C$115 per C$100 principal amount of Debentures purchased. The Rights are fully divisible and fully transferable into and within Canada by the holders thereof. The Rights may not be transferred to any person within the United States. Shareholders in the United States who receive Rights may resell them only outside the United States in accordance with Regulation S under the U.S. Securities Act. See “– Sale or Transfer of Rights”.

The Rights are evidenced by Rights Certificates registered in the name of the Shareholder entitled thereto. Each Shareholder, other than an Ineligible Holder, will receive a Rights Certificate evidencing the total number of Rights to which such Shareholder is entitled. Subject to certain exceptions, Rights Certificates may not be held directly by, and subscriptions for Debentures will not be accepted from, Ineligible Holders. See “– Ineligible Holders”.

Shareholders that hold their Common Shares through a CDS Participant will not receive physical certificates evidencing their ownership of Rights. On the Record Date, a global certificate representing Rights held through CDS Participants will be issued in registered form to, and in the name of, CDS or its nominee. See “– Common Shares Held Through CDS”.

Subscription Privilege

Every 10.596 Rights entitle the holder thereof to subscribe for C$100 principal amount of Debentures prior to the Expiry Time on the Expiry Date at a price of C$115 per C$100 principal amount of Debentures purchased. The Debentures will be issued on or about September 30, 2015 (the “Issue Date”).

Rights not exercised by the Expiry Time on the Expiry Date will be void and of no further value. A holder of Rights that subscribes for some, but not all, of the Debentures which such holder is entitled to subscribe for will be deemed to have elected to waive the unexercised balance of such Rights. For information on how to exercise the Subscription Privilege, see “– Common Shares Held in Registered Form – How to Complete the Rights Certificate”.

Fractional Debentures will not be issued upon the exercise of Rights. Each holder of a Rights Certificate which evidences a number of Rights not evenly divisible by 10.596 will have the principal amount of Debentures it is entitled to subscribe for rounded down to the next nearest multiple of C$100.

Subscription Agent

Computershare Trust Company of Canada (the “Subscription Agent”) has been appointed the agent of the Company to receive subscriptions and payments from holders of Rights and to perform certain services relating to the exercise and transfer of Rights. Subscriptions and payments under the Offering should be sent to the Subscription Agent at:

Computershare Investor Services Inc.

PO Box 7021

31 Adelaide St E

Toronto ON M5C 3H2

Attn: Corporate Actions

The Subscription Agent can be reached by telephone at 1-800-564-6253 or 1-514-982-7555 or by e-mail at corporateactions@computershare.com.

Common Shares Held Through CDS

For Common Shares held through a CDS Participant in the book-based system administered by CDS, a global certificate representing the aggregate number of Rights held through CDS Participants will be issued in registered form to CDS and will be deposited with CDS. Each Shareholder who holds Common Shares through a CDS Participant (a “Beneficial Shareholder”) will receive a confirmation of the number of Rights issued to such holder from its CDS Participant in accordance with the practices and procedures of that CDS Participant. CDS will be responsible for establishing and maintaining book-entry accounts for CDS Participants holding Rights.

In order to exercise Rights held through a CDS Participant, a Beneficial Shareholder must (a) instruct the CDS Participant holding such Rights to exercise all or a specified number of such Rights and (b) forward to such CDS Participant the Subscription Price for each Debenture that such Beneficial Shareholder wishes to subscribe for. Subscriptions for Debentures made through a CDS Participant will be irrevocable and subscribers will be unable to withdraw their subscriptions for Debentures once submitted.

The Subscription Price for Rights held through a CDS Participant is payable in Canadian dollars by certified cheque, bank draft or money order payable to the CDS Participant by direct debit from the subscriber’s brokerage account or by electronic funds transfer or other similar payment mechanism. The entire Subscription Price for any Rights exercised must be paid at the time of subscription and must be received by the Subscription Agent at one of the Subscription Offices prior to 4:30 p.m. (Toronto time) on the Expiry Date. Accordingly, a holder of Rights held through a CDS Participant must deliver its payment and subscriptions sufficiently in advance of the Expiry Date to allow the CDS Participant through which such Rights are held to properly exercise such Rights.

Neither the Company nor the Subscription Agent will have any liability for: (a) the records maintained by CDS or CDS Participants relating to the Rights or the book-entry accounts maintained by them; (b) maintaining, supervising or reviewing any records relating to such Rights; or (c) any advice or representations made or given by CDS or CDS Participants with respect to the rules and regulations of CDS or any action to be taken by CDS or CDS Participants.

The ability of a person having an interest in Rights held through a CDS Participant to pledge such interest or otherwise take action with respect to such interest (other than through a CDS Participant) may be limited due to the lack of a physical certificate. Beneficial Shareholders must arrange purchases or transfers of Rights through their CDS Participant.

Common Shares Held in Registered Form

Shareholders who hold Common Shares in registered form (“Registered Shareholders”) will be mailed a copy of this prospectus and a Rights Certificate representing the total number of Rights to which each such Shareholder is entitled to receive. In order to exercise Rights represented by the Rights Certificate, Registered Shareholders must complete and deliver the Rights Certificate in accordance with the instructions set out under “– Common Shares Held in Registered Form – How to Complete the Rights Certificate”.

Rights not exercised by 4:30 p.m. (Toronto time) on the Expiry Date will be void and of no value. The Subscription Price for Rights exercised by Registered Shareholders is payable in Canadian dollars by certified cheque, bank draft or money order payable to the Subscription Agent or by electronic funds transfer or other similar payment mechanism acceptable to the Subscription Agent.

How to Complete the Rights Certificate

Form 1 – Subscription Privilege. Every 10.596 Rights entitle the holder thereof to subscribe for C$100 principal amount of Debentures at a price of C$115 per C$100 principal amount of Debentures purchased. The maximum number of Rights that may be exercised pursuant to the Subscription Privilege is shown in the box on the upper right hand corner of the face of the Rights Certificate. If Form 1 on the Rights Certificate is completed so as to exercise some but not all of the Rights represented by a Rights Certificate, the holder of such Rights Certificate will be deemed to have waived the unexercised balance of such Rights, unless the Subscription Agent is otherwise specifically advised by such holder at the time the Rights Certificate is surrendered that the Rights are to be transferred to a third party or are to be retained by the holder.

Only subscriptions for whole Debentures will be accepted. Each holder of a Rights Certificate which evidences a number of Rights not evenly divisible by 10.596 will have the principal amount of Debentures it is entitled to subscribe for rounded down to the next nearest multiple of C$100.

Completion of Form 1 on the Rights Certificate constitutes a representation by the holder thereof that the holder is not a resident or national of an Ineligible Jurisdiction and is not an Ineligible Holder or an agent of a person who is a national or resident of an Ineligible Jurisdiction or an Ineligible Holder.

Form 2 – Transfer of Rights. Only a holder of Rights who wishes to transfer the Rights represented by a Rights Certificate should complete and sign Form 2 on the Rights Certificate. To complete a transfer, a holder of Rights must complete Form 2 on the Rights Certificate and have its signature guaranteed by a Schedule I bank, a major trust company in Canada, or a member of an acceptable Medallion Signature Guarantee Program (including STAMP, SEMP, and MSP). Members of STAMP are usually members of a recognized stock exchange in Canada or members of the Investment Industry Regulatory Organization of Canada. The guarantor must affix a stamp bearing the actual words “Signature Guaranteed”. It is not necessary for a transferee to obtain a new Rights Certificate to exercise the Rights, but the signature of the transferee on Form 1 must correspond in every particular with the name

of the transferee (or the bearer if no transferee is specified) as the absolute owner of the Rights Certificate for all purposes. If Form 2 is completed, the Company and the Subscription Agent will treat the transferee as the absolute owner of the Rights Certificate for all purposes and will not be affected by notice to the contrary.

The Rights may be transferred only in transactions outside of the United States in accordance with Regulation S under the U.S. Securities Act, which will permit the resale of the Rights to a person outside the United States where neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, and no “directed selling efforts”, as that term is defined in Regulation S, are conducted in the United States in connection with the resale. Certain additional conditions are applicable to the Company’s “affiliates”, as that term is defined under the U.S. Securities Act.

Form 3 – Dividing or Combining. Only a holder of Rights who wishes to divide or combine the Rights represented by a Rights Certificate should complete and sign Form 3 on the Rights Certificate. Rights Certificates need not be endorsed if the new Rights Certificate(s) will be issued in the same name. The Subscription Agent will then issue a new Rights Certificate in such denominations (totalling the same number of Rights as represented by the Rights Certificate(s) being divided or combined) as are required by the Rights Certificate holder. Rights Certificates must be surrendered for division or combination in sufficient time prior to the Expiry Time to permit the new Rights Certificates to be issued to and used by the Rights Certificate holder.

Payment. The Subscription Price of C$115 per Debenture, is payable in Canadian funds by certified cheque, bank draft or money order payable to the order of “Computershare Trust Company of Canada” or by electronic funds transfer or other similar payment mechanism acceptable to the Subscription Agent.

Delivery. Holders of Rights who exercise their right to subscribe for Debentures must complete and mail the enclosed Rights Certificate to the Subscription Agent, together with payment of the Subscription Price (plus any accrued interest on the Debentures), in the enclosed return envelope. The completed Rights Certificate and payment of the Subscription Price must be received by the Subscription Agent by no later than 4:30 p.m. (Toronto time) on the Expiry Date. If mailing, registered mail is recommended. Please allow sufficient time to avoid late delivery.

The signature of the holder of a Rights Certificate must correspond in every particular with the name that appears on the face of the Rights Certificate. Signatures by a trustee, executor, administrator, guardian, attorney, officer of a company or any person acting in a fiduciary or representative capacity should be accompanied by evidence of authority satisfactory to the Subscription Agent. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of any subscription will be determined by the Company in its sole discretion, and any determination by the Company will be final and binding on the Company and its securityholders. Upon delivery or mailing of the completed Rights Certificate to the Subscription Agent, the exercise of the Rights and the subscription for Debentures is irrevocable. The Company reserves the right to reject any subscription if it is not in proper form or if the acceptance thereof or the issuance of Debentures pursuant thereto could be unlawful. The Company also reserves the right to waive any defect in respect of any particular subscription. Neither the Company nor the Subscription Agent is under any duty to give any notice of any defect or irregularity in any subscription, nor will they be liable for the failure to give any such notice.

If a holder of a Right has any questions with respect to the proper exercise of Rights, such holder should contact the Subscription Agent at 1-800-564-6253 or 1-514-982-7555 or by e-mail at corporateactions@computershare.com.

Undeliverable Rights

Rights Certificates returned to the Subscription Agent as undeliverable will not be sold by the Subscription Agent and no proceeds of sale will be credited to such holders.

Sale or Transfer of Rights

A holder of Rights in registered form may sell or transfer some or all of such Rights to any person who is not an Ineligible Holder. A holder who wishes to transfer some or all of its Rights must complete Form 2 on the Rights Certificate and have its signature guaranteed by a Schedule I bank, a major trust company in Canada, or a member of an acceptable Medallion Signature Guarantee Program (including STAMP, SEMP, and MSP). See “– Common Shares Held in Registered Form – How to Complete the Rights Certificate”. Holders who hold their Rights through a CDS Participant must arrange purchases or transfers of Rights through their CDS Participant.

Dividing or Combining Rights Certificates

Rights Certificates may be divided or combined by completing Form 2 on the Rights Certificate and delivering the Rights Certificate to the Subscription Agent in sufficient time prior to the Expiry Time to permit the new Rights Certificates to be issued to and used by the Rights Certificate holder. See “– Common Shares Held in Registered Form – How to Complete the Rights Certificate”.

Ineligible Holders

This prospectus covers the distribution of the Offered Securities in the Eligible Jurisdictions only. However, notwithstanding registration under the U.S. Securities Act, the securities or blue sky laws of certain states may not permit or may limit the Company’s ability to offer Rights and/or Debentures in such states, or to certain persons in those states. The Company will only offer Rights in states where, and to such persons to whom, it is legally permitted to do so. Rights Certificates will not be sent to any Shareholders with addresses of record in an Ineligible Jurisdiction and, except as described herein, Rights may not be exercised by or on behalf of any Shareholders with addresses of record in an Ineligible Jurisdiction. Instead, Ineligible Holders will be sent a copy of this prospectus together with a letter advising them that their Rights Certificates will be held by the Subscription Agent as agent for the benefit of all such Ineligible Holders. The letter will also set out the conditions required to be met, and procedures that must be followed, in order for Ineligible Holders to participate in the Offering.

Notwithstanding any of the foregoing, the Company may accept subscriptions from Ineligible Holders if the Company determines that the offering to and subscription by such person is lawful and in compliance with all securities and other laws applicable in the Ineligible Jurisdiction where such person is resident (each an “Approved Eligible Holder”). Shareholders who have not received Rights Certificates but are resident in an Eligible Jurisdiction or wish to be recognized as Approved Eligible Holders should contact the Subscription Agent at the earliest possible time. Rights of Shareholders with addresses of record in an Ineligible Jurisdiction will be held by the Subscription Agent until 4:30 p.m. (Toronto time) on September 3, 2015 in order to provide such holders with the opportunity to satisfy the Company that (i) the holder is resident in an Eligible Jurisdiction or (ii) the exercise of their Rights will not be in violation of securities and other laws applicable in the Ineligible Jurisdiction where such person is resident. After such time, the Subscription Agent will attempt to sell the Rights of such registered Ineligible Holders on the open market on such date or dates and at such price or prices as the Subscription Agent will determine in its sole discretion.

No charge will be made for the sale of Rights on behalf of Ineligible Holders by the Subscription Agent except for a proportionate share of any brokerage commissions incurred by the Subscription Agent and the costs of or incurred by the Subscription Agent in connection with the sale of the Rights. The proceeds from the sale of Rights by the Subscription Agent (net of brokerage fees and selling expenses and, if applicable, costs incurred and Canadian withholding taxes) will be divided on a pro rata basis among registered Ineligible Holders and delivered to such Ineligible Holders as soon as reasonably practicable, provided that amounts of less than C$100 will not be remitted. The Subscription Agent will act in its capacity as agent of the registered Ineligible Holders on a best efforts basis only and the Company and the Subscription Agent do not accept responsibility for the price obtained on the sale of Rights or the inability of the Subscription Agent to sell the Rights. Neither the

Company nor the Subscription Agent will be subject to any liability for or in connection with the sale of, or failure to sell, any Rights on behalf of Ineligible Holders. There is a risk that the proceeds received from the sale of Rights issued in respect of Common Shares held by Ineligible Holders will not exceed the costs of or incurred by the Subscription Agent in connection with the sale of such Rights, in which case no proceeds will be remitted to Ineligible Holders.

Holders of Rights who are not resident in Canada should be aware that the acquisition and disposition of any of the Offered Securities may have tax consequences in Canada and in the jurisdiction in which they reside which are not described in this prospectus. U.S. Holders should refer to the section “Certain United States Federal Income Tax Considerations” and all such holders should consult their own tax advisors about the specific tax consequences of acquiring, holding and disposing of the Offered Securities.

Debenture Certificates

Debentures issued in connection with the Rights Offering will be registered in the name of the person to whom the Rights Certificate was issued or to whom the Rights have been properly and duly transferred. The certificates representing such Debentures will be delivered by mail to the address of the subscriber as it appears on the Rights Certificate, unless otherwise directed, or to the address of the transferee, if any, indicated on the appropriate form on the Rights Certificate as soon as practicable after the Expiry Date. Except as otherwise described under “– Ineligible Holders”, Debentures will not be issued to or on behalf of any holders of Rights with addresses of record in an Ineligible Jurisdiction.

Holders of Rights that hold their Rights through a CDS Participant will not receive physical certificates evidencing their ownership of Debentures issued upon the exercise of Rights. Upon the closing of the Offering, a global certificate representing such Debentures will be issued in registered form to, and in the name of, CDS or its nominee.

DESCRIPTION OF THE DEBENTURES

The following description of the Debentures is a brief summary of their material attributes and characteristics. The following summary uses words and terms which are defined in the trust indenture dated November 19, 2014 between the Company and Computershare Trust Company of Canada (the “Debenture Trustee”) in respect of the Debentures, as amended or supplemented from time to time (the “Indenture”). This summary does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the terms of the Indenture.

The Debentures will be issued as an additional tranche of, and under the Indenture will form a single series with, the $68 million principal amount of Debentures issued on October 1, 2014 and the $28 million principal amount of Debentures issued on November 19, 2014. The Debentures will be issued under and pursuant to the provisions of the Indenture and will have a maturity date of March 31, 2040 (the “Maturity Date”). The Company may, from time to time, without the consent of Debentureholders, issue additional Debentures or other debentures in addition to the Debentures offered hereby.

The Debentures will be issuable only in denominations of C$100 and integral multiples thereof.

The Debentures will be direct obligations of CSI and will not be secured by any mortgage, pledge, hypothec or other charge and will be subordinated to all Senior Indebtedness of the Company as described under “Description of the Debentures – Subordination”. The Indenture does not restrict CSI from incurring additional Senior Indebtedness at any time or from time to time or other indebtedness or otherwise mortgaging, pledging or charging its real or personal property or properties to secure any indebtedness or other financing. The Debentures will rank pari passu with every other series of debentures that have been issued, or may hereafter be issued, under the Indenture including the Debentures.

Interest Rate

From, and including, the Issue Date to, but excluding, March 31, 2016, the Debentures will bear interest at a rate of 8.5% per annum (the “Current Rate”). From, and including, March 31, 2016 to, but excluding, the Maturity Date, the interest rate applicable to the Debentures will be reset on an annual basis on March 31 of each year, at a rate equal to the Cost of Living Adjustment (as defined below) (which amount may be positive or negative) plus 6.5% (“Floating Interest”). Notwithstanding the foregoing, the interest rate applicable to the Debentures will at no time be less than 0%. Interest, if any, will be payable quarterly in arrears in equal instalments on March 31, June 30, September 30 and December 31 in each year, commencing on December 31, 2015. Holders of Debentures at the close of business on the business day prior to an interest payment date will be entitled to receive the interest payment in respect of such quarter. The Current Rate will only apply to the Debentures in respect of the first and second interest payments on December 31, 2015 and March 31, 2016, respectively. Effective March 31, 2016, the interest payable on the Debentures will be based on the applicable Floating Interest rate.

For the purposes hereof:

“Cost of Living Adjustment” means, in any given year, the annual average percentage change in the CPI Index during the 12 month period ending on December 31 in the prior year. For the 12 month period ending on December 31, 2014, the Cost of Living Adjustment was 2.0%.

“CPI Index” means the index called the “All-items Consumer Price Index” published by Statistics Canada in its monthly publication, adjusted for base year 2002 (2002=100) and rebased from time to time, provided that if the Government of Canada determines not to publish such index, then the term “CPI Index” means whatever substitute index is used to determine the Government of Canada’s obligations under its real return bonds if any Government of Canada real return bonds are then outstanding, or if there is no such index or compilation, the term “CPI Index” means a similar measure determined by the Company, acting reasonably.

The principal and interest on the Debentures will be payable in lawful money of Canada as specified in the Indenture.

About the CPI Index

The CPI Index is a measure of the average change in consumer prices over time for a fixed market basket of goods and services, including food, clothing and footwear, shelter, household operations, furnishings and equipment, recreation, education and reading, alcoholic beverages and tobacco products, fuels, transportation, health and personal care, and energy. In calculating the CPI Index, the prices of the various items included in the fixed market basket are averaged together with the weights that represent their importance in the spending of households in Canada. Statistics Canada periodically updates the contents of the market basket of goods and services and the weights assigned to the various items to take into account changes in the consumer expenditure patterns. Since the basket contains commodities of unchanging or equivalent quantity and quality, the index reflects only pure price movements. The CPI Index is expressed in relative terms in relation to a time base reference period for which the level was set to 100.0.

Historical Performance of the CPI Index

The following chart shows the annual percentage changes to the CPI Index over the last 25 years. Historical performance of the CPI Index is not an indication of future performance and the future performance of the CPI Index may differ significantly from historical performance, either positively or negatively.

LOGO

Redemption and Purchase at the Option of the Company

As described below, the Company will, on an annual basis, have a 15 day notice period within which to provide notice to holders of Debentures of its intention to redeem some or all of such Debentures on a date that is five years following the end of such notice period.

During the period beginning on March 16 and ending on March 31 of each year, the Company will have the right, at its option, to give notice to holders of Debentures of its intention to redeem the Debentures, in whole or in part, on March 31 in the year that is five years following the year in which notice is given, at a price equal to the principal amount thereof plus accrued and unpaid interest up to but excluding the date fixed for redemption. For example, if the Company chooses to exercise its right to redeem the Debentures in March 2016, the Company would be required to deliver notice of such redemption to holders of Debentures during the period beginning on March 16, 2016 and ending on March 31, 2016, and the effective date of redemption would be March 31, 2021. Given the foregoing, the first possible redemption date is March 31, 2021.

In the event the Company exercises its right to redeem some or all of the outstanding Debentures in a given year, the Company will send a reminder redemption notice to holders of Debentures not less than 30 nor more than 60 days prior to each applicable redemption date.

The Company’s ability to redeem the Debentures will be subject to compliance with the terms of the Senior Indebtedness at the time of redemption and may be restricted in certain circumstances. See “Description of the Debentures – Subordination” and “Risk Factors – Prior Ranking Indebtedness”.

CSI will have the right to purchase Debentures in the market, by tender or by private contract subject to regulatory requirements; provided, however, that if an Event of Default (as defined below) has occurred and is continuing, the Company will not have the right to purchase the Debentures by private contract.

In the case of redemption of less than all of the Debentures, the Debentures to be redeemed will be selected by the Debenture Trustee on a pro rata basis or in such other manner as the Debenture Trustee deems equitable, subject to the consent of the TSX.

Investor Put Rights

As described below, holders of Debentures will, on an annual basis, have a 15 day notice period within which to provide notice to the Company of their intention to require the Company to repurchase some or all of such Debentures on a date that is approximately five years following the end of such notice period.

During the period beginning on March 1 and ending on March 15 of each year, holders of Debentures will have the right, at their option, to give notice to the Company of their intention to require the Company to repurchase (or to “put”) the Debentures, in whole or in part, on March 31 in the year that is five years following the year in which notice is given, at a price equal to the principal amount thereof plus accrued and unpaid interest up to but excluding the date fixed for repurchase. For example, if a holder of Debentures chooses to exercise its right to have the Company repurchase such holder’s Debentures in March 2016, the holder would be required to deliver notice of such repurchase to the Company during the period beginning on March 1, 2016 and ending on March 15, 2016, and the effective date of repurchase would be March 31, 2021. Given the foregoing, the first possible repurchase date is March 31, 2021.

The Company’s ability to repurchase the Debentures will be subject to compliance with the terms of the Senior Indebtedness at the time of repurchase and may be restricted in certain circumstances. See “Description of the Debentures – Subordination” and “Risk Factors – Prior Ranking Indebtedness”. In addition, once a holder of Debentures has exercised its put right in respect of some or all of the Debentures held by such holder (the “Puttable Debentures”), the Puttable Debentures will be held in escrow by the Debenture Trustee and will no longer be transferable over the facilities of the TSX or otherwise. See “Risk Factors – Exercise of Put Rights”.

Holders of Debentures who hold their Debentures through a CDS Participant will, prior to exercising their right to have the Company repurchase such holder’s Debentures, be required to withdraw their Debentures from CDS and obtain a certificate for such Debentures in registered form.

Failure to Pay Interest on an Interest Payment Date

Interest May Form Part of Principal Amount Outstanding. The Company may, subject to regulatory approval, applicable law and the terms of the Senior Indebtedness, elect (the “PIK Election”), in lieu of paying interest in cash, to satisfy all or any portion of its obligation to pay interest on the Debentures, as and when the same becomes due (the “Interest Obligation”) by issuing to Debentureholders such principal amount of Debentures (the “PIK Debentures”) equal to the amount of the Interest Obligation to be satisfied by the issuance of PIK Debentures (less any tax required by law to be deducted, if any), which amount will be rounded down to the nearest multiple of C$100. No fractional PIK Debentures shall be delivered to Debentureholders in satisfaction of the Interest Obligation; however holders will receive a cash payment in respect of any fractional interest in PIK Debentures. The Company will make a PIK Election by delivering written notice (the “PIK Election Notice”) to the Debenture Trustee and the TSX at least ten business days prior to the applicable interest payment date. The PIK Election Notice will include the principal amount of PIK Debentures to be issued and delivered to the Debentureholders.

Common Share Dividend and Buyback Stopper. If, on any interest payment date, the Company fails to pay the interest on the Debentures in full in cash, the Company will not (i) declare or pay dividends of any kind on the Common Shares, nor (ii) participate in any share buyback or redemption involving the Common Shares, until the Company first pays such interest (or the unpaid portion thereof) to holders of Debentures; provided however that if the Company has issued PIK Debentures in respect of all or a portion of the amount of interest owing on the Debentures on one or more interest payment dates, the Company may resume declaring and paying dividends of

any kind on the Common Shares and participating in share buybacks or redemptions involving the Common Shares beginning on the earlier of (i) the next interest payment date in respect of which the Company pays the amount of interest owing on the Debentures in full in cash, and (ii) the date on which the Company repays all amounts owing under such PIK Debentures.

Payment upon Redemption or Maturity

On redemption or at the Maturity Date, CSI will repay the indebtedness represented by the Debentures by paying to the Debenture Trustee in lawful money of Canada an amount equal to the principal amount of the outstanding Debentures, together with accrued and unpaid interest thereon.

Cancellation

All Debentures redeemed or purchased as described herein will be cancelled and may not be reissued or resold.

Subordination

The payment of the principal of, and interest on, the Debentures will be subordinated in right of payment, in the circumstances referred to below and also more particularly as set forth in the Indenture, to the prior payment in full of all Senior Indebtedness of the Company. “Senior Indebtedness” of the Company is defined in the Indenture as all indebtedness of the Company (whether outstanding as at the date of the Indenture or thereafter incurred) which, by the terms of the instrument creating or evidencing the indebtedness, is not expressed to be pari passu with, or subordinate in right of payment to, the Debentures, which includes the Company’s existing credit facility with a syndicate of Canadian chartered banks and U.S. banks in the amount of US$300 million (the “Credit Facility”). The Indenture does not limit the ability of the Company to incur additional indebtedness, including additional Senior Indebtedness at any time or from time to time or other indebtedness or otherwise mortgaging, pledging or charging its real or personal property or properties to secure any indebtedness or other financing.

The Indenture provides that in the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization or other similar proceedings relative to the Company, or to its property or assets, or in the event of any proceedings for voluntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy, or any marshalling of the assets and liabilities of the Company, all creditors under any Senior Indebtedness will receive payment in full before the Debentureholders will be entitled to receive any payment or distribution of any kind or character, including, without limitation, in cash, property or securities, which may be payable or deliverable in any such event in respect of any of the Debentures or any unpaid interest accrued thereon.

The Indenture also provides that, subject to the requirements of the U.S. Trust Indenture Act of 1939, as amended, neither the Debenture Trustee nor the Debentureholders shall be entitled to demand or otherwise attempt to enforce in any manner, institute proceedings for the collection of, or institute any proceedings against the Company including, without limitation, by way of any bankruptcy, insolvency or similar proceedings or any proceeding for the appointment of a receiver, liquidator, trustee or other similar official (it being understood and agreed that the Debenture Trustee and/or the Debentureholders shall be permitted to take any steps necessary to preserve the claims of the Debentureholders in any such proceeding and any steps necessary to prevent the extinguishment or other termination of a claim or potential claim as a result of the expiry of a limitation period provided that any such steps do not interfere with the enforcement by any holder of any Senior Indebtedness of its rights and remedies), or receive any payment or benefit in any manner whatsoever on account of indebtedness represented by the Debentures (the “Senior Indebtedness Postponement Provisions”) without the prior written consent of the lenders under the Senior Indebtedness.

In addition to the foregoing, pursuant to the terms of the Credit Facility, the Company will not be permitted to make any payment of principal or interest in respect of the Debentures unless both before and immediately after each such payment no event of default (as defined under the Credit Facility) has occurred and is continuing, and provided further that the Company may only redeem or purchase Debentures for cancellation if, immediately after such redemption or purchase, the aggregate of the amount that the Company is entitled to borrow under the Credit Facility plus available cash is equal to or greater than US$25,000,000.

Put Right upon a Change of Control

If 90% or more of the aggregate principal amount of the Debentures outstanding on the date of the giving of notice of the Change of Control have been tendered for purchase on the Change of Control Put Date, the Company will have the right to redeem all the remaining Debentures on such date at the Change of Control Put Price, together with accrued and unpaid interest to such date. Notice of such redemption must be given to the Debenture Trustee prior to the Change of Control Put Date and, as soon as possible thereafter, by the Debenture Trustee to the holders of the Debentures not tendered for purchase.

Reinvestment Plan

Subject to regulatory approval, the Company intends to adopt a reinvestment plan pursuant to which holders of Debentures will be entitled to elect to have interest payable on the Debentures reinvested in additional Debentures, which Debentures will either be issued from treasury or purchased on the open market. Notwithstanding the foregoing, the Company reserves the right to cancel any such plan at any time at its option.

Modification

The rights of the holders of the Debentures as well as any other series of debentures that may be issued under the Indenture may be modified in accordance with the terms of the Indenture. For that purpose, among others, the Indenture contains certain provisions which will make binding on all Debentureholders resolutions passed at meetings of the holders of the debentures issued under the Indenture by votes cast thereat by holders of not less than 66^2/3% of the principal amount of the then outstanding debentures present at the meeting or represented by proxy, or rendered by instruments in writing signed by the holders of not less than 66^2/3% of the principal amount of the then outstanding debentures. In certain cases, the modification will, instead of or in addition to the foregoing, require assent by the holders of the required percentage of debentures of each particularly affected series. Under the Indenture, the Debenture Trustee will have the right to make certain amendments to the Indenture in its discretion, without the consent of the holders of Debentures.

Events of Default

The Indenture provides that an event of default (“Event of Default”) in respect of the Debentures will occur if certain events described in the Indenture occur, including if any one or more of the following described events has occurred and is continuing with respect to the Debentures: (i) failure to pay principal or premium, if any, on the Debentures, whether at the Maturity Date, upon redemption, by acceleration or otherwise; or (ii) certain events of bankruptcy, insolvency or reorganization of the Company under bankruptcy or insolvency laws. Subject to the Senior Indebtedness Postponement Provisions, if an Event of Default has occurred and is

continuing, the Debenture Trustee may, in its discretion, and shall, upon the request of holders of not less than 25% in principal amount of the then outstanding Debentures, declare the principal of (and premium, if any) and accrued interest on all outstanding Debentures to be immediately due and payable.

Governing Law

Each of the Indenture and the Debentures are governed by, and construed in accordance with, the laws of the Province of Ontario applicable to contracts executed and to be performed entirely in such Province.

CONSOLIDATED CAPITALIZATION

There have been no material changes in the Company’s share or loan capital on a consolidated basis since December 31, 2014 to the date of this prospectus. After giving effect to the Offering, a maximum of C$296 million principal amount of the Debentures will be outstanding (including the C$68 million principal amount of Debentures issued on October 1, 2014 and the C$28 million principal amount of Debentures issued on November 19, 2014). The net proceeds from the Offering are expected to be used by the Company to pay down existing indebtedness under the Credit Facility and for future acquisitions. See “Use of Proceeds”.

USE OF PROCEEDS

The estimated net proceeds to the Company from the Offering, after deducting the expenses of the Offering estimated to be approximately C$300,000, will be approximately C$229,700,000, assuming the maximum amount of Debentures are issued. The net proceeds from the Offering are expected to be used by the Company to pay down existing indebtedness under the Credit Facility and for future acquisitions. The Credit Facility may be used by the Company for general corporate purposes, including acquisitions. For further information regarding the outstanding amounts owing under our Credit Facility, please refer to the management discussion and analysis for the year ended December 31, 2014, which is incorporated by reference in this prospectus.

The Company intends to spend the funds available to the Company as stated in this short form prospectus; however, there may be circumstances where, for sound business reasons, a reallocation of funds may be deemed prudent or necessary.

PLAN OF DISTRIBUTION

Each Shareholder of record on the Record Date will receive one Right for each Common Share held. This prospectus qualifies for distribution under applicable Canadian securities laws the Rights and the Debentures issuable on the exercise of the Rights in each of the provinces and territories of Canada, and also covers the offer and sale of the Debentures issuable upon exercise of the Rights within the United States under the U.S. Securities Act. However, notwithstanding registration under the U.S. Securities Act, the securities or blue sky laws of certain states may not permit or may limit the Company’s ability to offer Rights and/or Debentures in such states, or to certain persons in those states. The Company will only offer Rights in states where, and to such persons to whom, it is legally permitted to do so.

The Offered Securities have not been qualified under the securities laws of any jurisdiction other than the Eligible Jurisdictions. Except as described herein, Rights may not be exercised by or on behalf of an Ineligible Holder. This prospectus is not, and under no circumstances is to be construed as, an offering of any of the Offered Securities for sale in any Ineligible Jurisdiction or to Ineligible Holders or a solicitation therein or thereto of an offer to buy any securities. Rights Certificates will not be sent to any Shareholder with an address of record in an Ineligible Jurisdiction. Instead, such Ineligible Holders will be sent a letter advising them that their Rights Certificates will be held by the Subscription Agent, who will hold such Rights as agent for the benefit of all such Ineligible Holders. See “Details of the Offering – Ineligible Holders”.

PRIOR SALES

On October 1, 2014, CSI issued C$68 million aggregate principal amount of Debentures at a price of C$95 per C$100 principal amount of Debentures.

On November 19, 2014, CSI issued an additional C$28 million aggregate principal amount of Debentures at a price of C$95 per C$100 principal amount of Debentures.

TRADING PRICE AND VOLUME OF DEBENTURES

The outstanding Debentures are listed and posted for trading on the TSX under the trading symbol “CSU.DB”. The following table sets forth, for the period indicated, the monthly high and low trading prices and the trading volumes of the Debentures as reported by the TSX:


Period	High (C$)⁽¹⁾		Low (C$)⁽¹⁾		Volume
2015
April (1 to 15)		122.50		121.28		3,168,284
March		124.50		122.02		105,000
February		125.00		120.00		955,700
January		120.00		112.60		2,099,500

2014
December		118.50		113.01		1,490,200
November		119.50		112.00		1,090,000

(1)	Trading prices include accrued interest.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is a general summary, as of the date hereof, of the principal Canadian federal income tax considerations applicable to a holder in respect of the receipt, exercise and disposition of Rights under the Offering and of acquiring, holding and disposing of Debentures received upon the exercise of Rights. This summary is only applicable to a holder of Rights who acquires such rights under this Offering and a holder who acquires, as beneficial owner, Debentures pursuant to the exercise of Rights (a “Holder”) and who, for purposes of the Tax Act and at all relevant times, holds the Rights and Debentures as capital property. Generally, the Rights and Debentures will be considered to be capital property to a Holder provided the Holder does not hold the Debentures in the course of carrying on a business of trading or dealing in securities and has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary is not applicable to a Holder: (i) that is a “financial institution”, as defined in the Tax Act for purposes of the mark to market rules; (ii) an interest in which would be a “tax shelter investment”; (iii) that is a “specified financial institution”; (iv) who makes or has made a “functional currency” reporting election; or (v) that enters into a “derivative forward agreement” with respect to the Debentures (each as defined in the Tax Act). Any such Holder should consult its own tax advisor with respect to the income tax consequences associated with Rights and Debentures.

This summary is based upon the provisions of the Tax Act and the regulations promulgated thereunder (the “Regulations”) in force as of the date hereof, all specific proposals to amend the Tax Act and the Regulations that have been publicly and officially announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Tax Proposals”) and Counsel’s understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (“CRA”) published in writing by it prior to the date hereof. This summary assumes the Tax Proposals will be enacted in the form proposed. However, no assurance can be given that the Tax Proposals will be enacted in their current form, or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Tax Proposals, does not take into account or anticipate any changes in the law or any changes in the CRA’s administrative policies or assessing practices, whether by legislative, governmental or judicial action or decision, nor does it take into account or anticipate any other federal or any provincial, territorial or foreign tax considerations, which may differ significantly from those discussed herein.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any holder of Rights or any prospective purchaser or holder of Debentures, and no representations with respect to the income tax consequences to any prospective purchaser or holder are made. Consequently, prospective purchasers or holders of Rights and Debentures should consult their own tax advisors with respect to their particular circumstances.

Canadian Resident Holders

The following portion of the summary is applicable to a Holder of Rights and Debentures who, at all relevant times, is resident or deemed to be resident in Canada for purposes of the Tax Act and deals at arm’s length with, and is not affiliated with, the Company (a “Resident Holder”). Certain Resident Holders who might not otherwise be considered to hold their Debentures as capital property may, in certain circumstances, be entitled to have their Debentures and all other “Canadian securities” (as defined in the Tax Act) owned by such Resident Holder in the taxation year of the election and in all subsequent taxation years deemed to be capital property by making the irrevocable election permitted by subsection 39(4) of the Tax Act. Such Resident Holders should consult their own tax advisors regarding their particular circumstances.

Rights Dividend and the Receipt of Rights

A Resident Holder that receives the Rights Dividend declared by the Company on its Common Shares will be required to include the amount of the Rights Dividend in computing such Resident Holder’s income. The amount of the Rights Dividend will be equal to the fair market value, at the time of receipt, of the Rights received by the Holder on account of such dividend.

In the case of an individual (other than certain trusts), such Rights Dividend will be subject to the gross-up and dividend tax credit rules normally applicable in respect of “taxable dividends” received from “taxable Canadian corporations” (as defined in the Tax Act). An enhanced dividend tax credit will be available to individuals in respect of “eligible dividends” designated by the Company to the Resident Holder in accordance with the provisions of the Tax Act. The Company intends to designate the Rights Dividend as an “eligible dividend” in accordance with the Tax Act.

The Rights Dividend received by a corporation that is a Resident Holder of Common Shares must be included in computing its income but generally will be deductible in computing its taxable income. A Resident Holder that is a “private corporation” (as defined in the Tax Act) and certain other corporations controlled by or for the benefit of an individual (other than a trust) or related group of individuals (other than trusts) generally will be liable to pay a 33¹⁄₃% refundable tax under Part IV of the Tax Act on dividends received on the Common Shares to the extent such dividends are deductible in computing taxable income. This refundable tax generally will be refunded to a Resident Holder that is a corporation at the rate of $1.00 for each $3.00 of taxable dividends paid while it is a private corporation.

The cost of the Rights received for purposes of the Tax Act will equal the fair market value, at the time of receipt, of such Rights. In determining the adjusted cost base to the Resident Holder of a Right, the cost of each Right held by a Resident Holder will be averaged with the adjusted cost base of each other identical Right (determined in accordance with the Tax Act) held by the Resident Holder for the purposes of determining the adjusted cost base to that Resident Holder of each Right so held.

Exercise of Rights

The exercise of Rights will not constitute a disposition of property for purposes of the Tax Act and, consequently, no gain or loss will be realized by a Resident Holder upon the exercise of Rights. Debentures acquired by a Resident Holder upon the exercise of Rights will have a cost to the Resident Holder equal to the aggregate of the subscription price paid by a Resident Holder plus the adjusted cost base to the Resident Holder of the exercised Rights. In determining the adjusted cost base to the Resident Holder of a Debenture, the cost of each Debenture held by a Resident Holder will be averaged with the adjusted cost base of each other identical Debenture (determined in accordance with the Tax Act) held by the Resident Holder.

Disposition of Rights

A Resident Holder who disposes of or is deemed to dispose of a Right (otherwise than by exercise of the Right) will generally realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Right to the Resident Holder. Such capital gain (or capital loss) will be subject to the tax treatment described below under “Capital Gains and Capital Losses”.

Expiry of Rights

The expiry of an unexercised Right will result in a capital loss to a Resident Holder equal to the adjusted cost base, if any, of the Right immediately before its expiry. Any such capital loss will be subject to the tax treatment described below under “ Capital Gains and Capital Losses”.

Interest on Debentures

Debentures are indexed debt obligations for purposes of the Tax Act. Accordingly, the normal rules which require certain taxpayers to include interest in income on an accrual basis will not apply. Rather, a Resident Holder of Debentures will be required to include in its income for each taxation year in which the Resident Holder owned a Debenture any Current Rate interest and Floating Interest which has been received or become receivable by the Resident Holder in that taxation year, depending upon the method regularly followed by the Resident Holder in computing income, except to the extent that the Resident Holder included such amounts in income for a preceding year.

The particular rules in the Tax Act relating to indexed debt obligations are complex. Resident Holders are urged to consult their own tax advisors concerning the application of such rules.

Dispositions of Debentures

A disposition or deemed disposition of a Debenture by a Resident Holder, including redemption, or repayment on maturity should generally result in the Resident Holder realizing a capital gain (or capital loss) equal to the amount by which the proceeds of disposition are greater (or less) than the aggregate of the Resident Holder’s adjusted cost base thereof and any reasonable costs of disposition. For this purpose, proceeds of disposition generally will not include amounts required to be included in income as interest. Such capital gain (or capital loss) will be subject to the tax treatment described below under “Capital Gains and Capital Losses”.

Upon a disposition or deemed disposition of a Debenture, interest (including amounts deemed to be interest) accrued thereon to the date of disposition will be included in computing the income of the Resident Holder as described above under “Interest on Debentures”, and will be excluded in computing the Resident Holder’s proceeds of disposition of the Debenture.

A Resident Holder who has over-accrued interest income in respect of a Debenture generally will be entitled to a deduction in computing the Resident Holder’s income for the taxation year in which the Debenture is disposed of in an amount equal to such over accrued income.

Debentures Purchased at a Premium

The cost to a Resident Holder of Debentures acquired on the exercise of Rights will exceed the principal amount of the Debentures and that cost will be averaged in determining the adjusted cost base to a Resident Holder of a Debenture (as described above under “Exercise of Rights”). Accordingly, a Resident Holder who disposes of Debentures upon a redemption by the Company or upon maturity is generally expected to realize a capital loss. Capital losses may not be applied against interest income received by the Resident Holder on the Debentures (refer to “Capital Gains and Capital Losses” below).

Capital Gains and Capital Losses

One-half of any capital gain realized by a Resident Holder will be included in the Resident Holder’s income as a “taxable capital gain” and one-half of any capital loss (an “allowable capital loss”) realized by a Resident Holder may generally be deducted only from taxable capital gains in accordance with the provisions of the Tax Act. Allowable capital losses for a taxation year in excess of taxable capital gains for that year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances described in the Tax Act.

Alternative Minimum Tax

Capital gains realized by a Resident Holder that is an individual or a trust, other than certain specified trusts, may give rise to alternative minimum tax under the Tax Act.

Additional Refundable Tax

A Resident Holder that is throughout the relevant taxation year a “Canadian controlled private corporation” (as defined in the Tax Act) may be liable to pay a refundable tax of 6²⁄₃% on its “aggregate investment income”, which is defined in the Tax Act to include taxable capital gains and interest.

Holders Not Resident in Canada

The following portion of the summary is applicable to a Holder of Rights and Debentures who, at all relevant times: (i) is not and is not deemed to be, a resident of Canada for purposes of the Tax Act; (ii) deals at arm’s length with the Company for purposes of the Tax Act; (iii) does not use or hold and is not deemed to use or hold

the Rights or Debentures in the course of carrying on business in Canada; (iv) is not an insurer for purposes of the Tax Act; (v) deals at arm’s length with any person resident (or deemed to be resident) in Canada to whom the Holder disposes of a Debenture; (vi) is entitled to receive all payments made on the Debentures; and (vii) is not a “specified shareholder” (as defined in subsection 18(5) of the Tax Act) of the Company or a person who does not deal at arm’s length with such a specified shareholder (a “Non-Resident Holder”).

Rights Dividend and the Receipt of Rights

A Non-Resident Holder who receives the Rights Dividend declared by the Company on its Common Shares will be subject to Canadian withholding tax on such dividend. The amount of the Rights Dividend will be equal to the fair market value, at the time of receipt, of the Rights received by the Holder on account of such dividend.

Canadian withholding tax at a rate of 25% (subject to reduction under the provisions of any applicable tax treaty or convention) will be payable on such a dividend The rate of withholding tax applicable to dividends paid (or deemed to be paid) on the Common Shares to a resident of the United States who beneficially holds Common Shares and who is entitled to all the benefits of the Canada-U.S. Income Tax Convention generally will be reduced to 15%.

A portion of the Rights otherwise to be delivered to a Non-Resident Holder may be sold by the Company in order to fund the applicable withholding taxes.

Exercise of Rights

The exercise of Rights will not constitute a disposition of property for purposes of the Tax Act and, consequently, no gain or loss will be realized by a Non-Resident Holder upon the exercise of Rights.

Disposition of Rights

A Non-Resident Holder who disposes of or is deemed to dispose of a Right (otherwise than by exercise of the Right) will not be subject to tax under the Tax Act in respect of any capital gain realized on such a disposition, unless the Right constitutes “taxable Canadian property” of the Non-Resident Holder and such holder is not entitled to relief under an applicable tax treaty or convention. The Company believes the Rights will not be “taxable Canadian property”.

Expiry of Rights

The expiry of an unexercised Right will not result in any Canadian federal income tax consequences to a Non-Resident Holder provided the Right does not constitute “taxable Canadian property”.

Interest on Debentures

Amounts paid or credited, or deemed to be paid or credited, as, on account or in lieu of payment of, or in satisfaction of the principal amount of the Debentures or interest on the Debentures by the Company to a Non-Resident Holder will be exempt from Canadian withholding tax.

Dispositions of Debentures

A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on a disposition of a Debenture provided the Debenture does not constitute “taxable Canadian property” of such holder. No other taxes on income will be payable under the Tax Act by a Non-Resident Holder in respect of the acquisition, ownership or disposition of the Debentures.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a general summary of certain U.S. federal income tax consequences to U.S. Holders (as defined below) of Common Shares of (i) the receipt, ownership, exercise, expiration and disposition of the Rights issued pursuant to this Offering and (ii) the ownership and disposition of Debentures received upon exercise of such Rights. This discussion is based on existing provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), final and temporary Treasury Regulations promulgated thereunder, administrative pronouncements or practice, judicial decisions, and interpretations of the foregoing, all as of the date hereof. Future legislative, judicial or administrative modifications, revocations or interpretations, which may or may not be retroactive, may result in U.S. federal income tax consequences significantly different from those discussed herein. This discussion is not binding on the U.S. Internal Revenue Service (the “IRS”). No ruling has been or will be sought or obtained from the IRS with respect to any of the U.S. federal income tax consequences discussed herein. There can be no assurance that the IRS will not challenge any of the conclusions described herein or that a U.S. court will not sustain such challenge.

As used herein, a “U.S. Holder” is a beneficial owner of Common Shares, Rights or Debentures that is (i) a citizen or individual resident of the United States as determined for U.S. federal income tax purposes; (ii) a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any of its political subdivisions; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; and (iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (b) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. If a pass-through entity, including a partnership or other entity taxable as a partnership for U.S. federal income tax purposes, holds Common Shares, Rights or Debentures, the U.S. federal income tax treatment of an owner or partner generally will depend upon the status of such owner or partner and upon the activities of the pass-through entity. A U.S. person that is an owner or partner of a pass-through entity holding Common Shares, Rights or Debentures is urged to consult its own tax advisor.

This discussion does not address any U.S. federal alternative minimum tax, U.S. federal estate, gift, or other non-income tax; or state, local or non-U.S. tax consequences. In addition, this discussion does not address the U.S. federal income tax consequences to certain categories of U.S. Holders subject to special rules, including, without limitation, U.S. Holders that are (i) banks, financial institutions or insurance companies; (ii) regulated investment companies or real estate investment trusts; (iii) brokers or dealers in securities or currencies or traders in securities that elect to use a mark-to-market method of accounting; (iv) tax-exempt organizations, qualified retirement plans, individual retirement accounts or other tax-deferred accounts; (v) holders that hold a Common Share, Right or Debenture as part of a hedge, straddle, conversion transaction or a synthetic security or other integrated transaction; (vi) holders that have a “functional currency” other than the U.S. dollar; (vii) holders that own directly, indirectly or constructively 10 percent or more of the voting power of the Company; and (viii) U.S. expatriates.

This discussion assumes that the Rights or Debentures are held as capital assets (generally, property held for investment), within the meaning of Section 1221 of the Code, in the hands of a U.S. Holder at all relevant times.

The treatment of the receipt, exercise, expiration and cancellation of the Rights for U.S. federal income tax purposes is not entirely clear. The uncertainty is attributable to a variety of factors, including the limited authorities that address such treatment and the ability of the Company to withdraw or cancel the rights offering if certain conditions are not met. The discussion below assumes that, for U.S. federal income tax purposes, the distribution of the Rights is treated as a distribution of Rights to acquire Debentures occurring on the distribution date and such Rights are property. The discussion below also assumes that the Rights will have a fair market value for U.S. federal income tax purposes on the date of distribution.

A U.S. HOLDER OF COMMON SHARES, RIGHTS OR DEBENTURES IS URGED TO CONSULT ITS OWN TAX ADVISOR REGARDING THE APPLICATION OF U.S. FEDERAL TAX LAWS TO ITS PARTICULAR SITUATION AND ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL, NON-U.S. OR OTHER TAXING JURISDICTION.

Taxation of Rights

Receipt of Rights

A U.S. Holder that receives a Right in respect of a Common Share should generally be treated as receiving a distribution equal to the fair market value of such Right on the date of its distribution from the Company. Such distribution will be treated as a dividend to the extent it is made from the Company’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). If such fair market value exceeds the Company’s current and accumulated earnings and profits, such excess generally should be treated first as a tax-free return of capital to the extent of the U.S. Holder’s tax basis in such Common Share, and then as capital gain. We anticipate that the Company’s current and accumulated earnings and profits will exceed the aggregate fair market value of the Rights on the date of their distribution.

Subject to applicable exceptions with respect to short-term and hedged positions, certain dividends received by a non-corporate U.S. Holder from a “qualified foreign corporation” may be eligible for reduced rates of taxation. A qualified corporation includes a foreign corporation that is eligible for the benefits of a comprehensive income tax treaty with the United States that the U.S. Treasury Department determines to be satisfactory for these purposes and that includes an exchange of information provision. The U.S. Treasury has determined that the Canada-U.S. Income Tax Convention (1980) meets these requirements, and we believe that the Company is eligible for the benefits of the Canada-U.S. Income Tax Convention. Dividends received by U.S. investors from a foreign corporation that was a passive foreign investment company (a “PFIC”) in either the taxable year of the distribution or the preceding taxable year will not constitute qualified dividends. We believe that the Company was not a PFIC in the preceding taxable year, and we do not expect the Company to become a PFIC in the current taxable year. However, the determination of PFIC status for any year is very fact specific, and there can be no assurance in this regard.

A U.S. Holder will be required to fund any tax required to be paid as a result of the distribution of a Right from other sources.

A U.S. Holder’s adjusted tax basis in a Right should generally equal its fair market value on the date of its distribution. A U.S. Holder’s holding period for a Right should begin on the day that such Right is received by such U.S. Holder.

Exercise of Rights

A U.S. Holder generally should not recognize any gain or loss upon the exercise of a Right and related receipt of Debentures. A U.S. Holder’s initial tax basis in a Debenture received upon the exercise of Rights should be equal to the sum of (a) such U.S. Holder’s adjusted tax basis in such Rights, plus (b) the Subscription Price paid by such U.S. Holder on the exercise of such Rights. A U.S. Holder’s holding period for a Debenture received on the exercise of Rights will begin with and include the day that such Rights are exercised by such U.S. Holder.

Disposition of Rights

A U.S. Holder will recognize gain or loss on the sale or other taxable disposition of a Right in an amount equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received and (b) such U.S. Holder’s adjusted tax basis in the Right sold or otherwise disposed of. Any such gain or loss generally will be short-term capital gain or loss. The deductibility of capital losses is subject to various limitations.

If the consideration received on the sale of a Right is not in U.S. dollars, the amount realized generally will be the U.S. dollar value of the payment received determined on (1) the date of receipt of payment in the case of a cash basis U.S. Holder and (2) the date of disposition in the case of an accrual basis U.S. Holder. If the Right sold or exchanged is treated as traded on an “established securities market,” a cash basis taxpayer, or, if it elects, an accrual basis taxpayer, will determine the U.S. dollar value of the amount realized by translating the amount received at the spot rate of exchange on the settlement date of the sale. Such an election by an accrual basis U.S. Holder must be applied consistently from year to year and cannot be revoked without the consent of the IRS. It is unclear if this exception will apply to any sale of the Rights, in part because it is uncertain whether an active trading market on an established securities market will develop for the Rights.

Additionally, if a U.S. Holder receives any foreign currency on the sale of a Right, such U.S. Holder may recognize ordinary income or loss as a result of currency fluctuations between the date of the sale of the Right and the date the sale proceeds are converted into U.S. dollars.

Expiration of Rights

If a Right expires without being exercised by a U.S. Holder, the U.S. Holder should generally recognize a short-term capital loss in an amount equal to such U.S. Holder’s adjusted tax basis in such right. Capital losses are generally available to offset only capital gain (except, to the extent of up to $3,000 of capital loss per year, in the case of a non-corporate U.S. Holder) and therefore generally cannot be used to offset any dividend income arising from the receipt of a Right or other income.

Cancellation of the Offering

There is no authority that specifically addresses the tax treatment of a U.S. Holder that receives, sells or exercises a Right if the Company subsequently cancels the Offering. Certain authorities suggest that a U.S. Holder that receives a Right and does not sell or otherwise dispose of such Right may not be taxed on the receipt or cancellation of such right if the receipt and cancellation occur in the same taxable year. However, the scope of those authorities is unclear and the Company and applicable withholding agents are likely to take the position, for information reporting and backup withholding purposes, that the treatment described above under “Receipt of Rights” and below under “Information Reporting and Backup Withholding” continue to apply to such a U.S. Holder.

If a U.S. Holder has dividend income upon the receipt of a Right, even though the Company subsequently cancels the Offering, the U.S. Holder should generally have a short-term capital loss upon the cancellation of the Right in an amount equal to such U.S. Holder’s adjusted tax basis in such Right.

Taxation of Debentures received upon Exercise of Rights

Qualified Reopening

The issuance of additional Debentures pursuant to the exercise of the Rights issued pursuant to this Offering (the “Additional Debentures”) is a reopening of the issuance of the $68 million principal amount of Debentures issued on October 1, 2014 and the $28 million principal amount of Debentures issued on November 19, 2014 (the “Existing Debentures”). Additional debt instruments issued in a “qualified reopening” are treated as part of the same issue as the original debt instruments for U.S. federal income tax purposes. A qualified reopening includes, among other things, a reopening in which the additional debt instruments are issued for cash to persons unrelated to the issuer (as determined under section 267(b) or 707(b) of the Code) for an arm’s length price and, on the date on which the price of the additional debt instruments is established, the yield of the additional debt instruments (based on their fair market value or cash purchase price, whichever is applicable) is not more than 100% of the yield of the original debt instruments on their issue date.

As discussed below, the yield of the Existing Debentures and the Additional Debentures is determined under complex rules, the application of which is not free from doubt. It is not clear whether the Additional Debentures will be eligible for this rule, because they may be treated as issued for cash and the Rights, rather than solely for cash, or because they may be treated as having been sold at less than an arm’s length price. Further, there is no authority directly on point regarding the application of these rules to a reopening of a debt instrument that pays a variable interest rate. Nonetheless, because the Company expects the yield of the Additional Debentures on the date on which the price of the Additional Debentures is established to satisfy the yield test described above, the Company intends to treat the issuance of the Additional Debentures as a qualified reopening of the issuance of the Existing Debentures. Accordingly, for U.S. federal income tax purposes, the Company currently intends to treat the Additional Debentures as issued with original issue discount (“OID”) and as having the same adjusted issue price as the Existing Debentures. If the issuance of the Additional Debentures is not treated as a qualified reopening, whether because of changes in the yield of the Debentures between the date of this prospectus and the date on which the price of the Additional Debentures is established, or because the IRS successfully challenges the treatment of the issuance as a qualified reopening, the Additional Debentures would be treated as a separate issuance from the Existing Debentures. As a result, the Additional Debentures would have a different issue price and a different amount of OID from the Existing Debentures, and would not be fungible with the Existing Debentures.

Issue Price – Qualified Reopening of Existing Debentures

As described above, the Company intends to treat the Additional Debentures as having the same adjusted issue price as the Existing Debentures. An Existing Debenture’s “issue price” generally is:

in the case of an Existing Debenture issued for money, the first price at which a substantial amount of Debentures included in the issue of which the Existing Debenture is a part was sold to persons other than bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers;

in the case of an Existing Debenture that was not described in (a) and was part of an issue that was traded on an established market, the fair market value of the Existing Debenture on the issue date;

in the case of an Existing Debenture that was not described in (a) or (b) and was issued for property that was traded on an established market, the fair market value of the property on the issue date;

in the case of an Existing Debenture that was not described in (a), (b) or (c), if section 1274 applied, the issue price determined under section 1274; and

in the case of an Existing Debenture that was not described in (a), (b), (c), or (d), the stated redemption price at maturity.

It is not clear whether the Existing Debentures were issued for money, in which case the first rule applied, or for a combination of money and property (that is, the surrender of the Rights), in which case various rules may have applied. Under any of the definitions described above, the Company believes that the issue price of an Existing Debenture equaled at least the original subscription price for an Existing Debenture (being C$95.00 per C$100 principal amount of Existing Debentures), because a U.S. Holder that acquired an Existing Debenture by the exercise of Rights paid the subscription price in cash, but no more than the total of the original subscription price for an Existing Debenture plus the fair market value of the Rights on the date of issue of the Existing Debentures.

Issue Price – Separate Issuance of Additional Debentures

If the issuance of the Additional Debentures is not treated as a qualified reopening, the issue price of an Additional Debenture will be determined without regard to the issue price of the Existing Debentures, but in the manner described above under “Issue Price – Qualified Reopening of Existing Debentures”. In such event, the Additional Debentures would not be issued with the same issue price or amount of OID as the Existing Debentures.

Variable Rate Debt Instrument

Complex rules apply to debt instruments treated as “contingent payment debt instruments.” However, a debt instrument that is treated as a “variable rate debt instrument” (a “VRDI”) will not be characterized as a contingent payment debt instrument. The definition of a VRDI includes a debt instrument that, among other things, does not provide for any stated interest other than stated interest (compounded or paid at least annually) at a current value of a single objective rate. A current value is the value of the rate on any day that is no earlier than 3 months prior to the first day on which that value is in effect and no later than 1 year following that first day. An objective rate is in general a rate that is determined using a single fixed formula and that is based on objective financial or economic information. If interest on a debt instrument is stated at a fixed rate for an initial period of 1 year or less followed by a variable rate that is an objective rate for a subsequent period, and the value of the variable rate on the issue date is intended to approximate the fixed rate, the fixed rate and the variable rate together constitute a single objective rate. Although the conclusion is not free from doubt, the interest rate on a Debenture should be an objective rate and a Debenture should be treated as a VRDI under the rules described above. If the Debentures were characterized as contingent payment debt instruments, a U.S. Holder might, among other things, be required to accrue interest income at a higher rate than the stated interest rate on the Debentures and to treat any gain recognized on the sale or other disposition of a Debenture as ordinary income rather than as capital gain.

Original Issue Discount

A debenture with a term that exceeds one year will constitute a discount debenture issued with OID if the stated redemption price at maturity of the debenture exceeds its issue price by more than the de minimis amount of ¹⁄₄ of 1 percent of the “stated redemption price at maturity” multiplied by the number of complete years from the issue date of the note to its maturity. The “stated redemption price at maturity” of a Debenture is the total of all payments provided by the Debenture that are not payments of qualified stated interest. Generally, an interest payment on a note is “qualified stated interest” if it is one of a series of stated interest payments on a note that are unconditionally payable at least annually at a single fixed rate, one or more qualified floating rates, or a single objective rate, with certain exceptions for lower rates paid during some periods, applied to the outstanding principal amount of the note. Interest is considered unconditionally payable only if reasonable legal remedies exist to compel timely payment or the note otherwise provides terms and conditions that make the likelihood of late payment (other than a late payment within a reasonable grace period) or non-payment a remote contingency.

Because failure to pay interest is not an Event of Default and the Company may make the PIK Election, stated interest on the Debentures is not considered unconditionally payable for purposes of the definition of qualified stated interest. As a result, the Existing Debentures were issued with OID, and the Additional Debentures will be issued with OID (regardless of whether the issuance of Additional Debentures is treated as a qualified reopening). Because the Debentures have OID, a U.S. Holder will be required to include OID in gross income for U.S. federal income tax purposes as it accrues (regardless of such U.S. Holder’s method of accounting), which may be in advance of receipt of the cash attributable to that income. OID accrues under the constant-yield method, based on a compounded yield to maturity, as described below. The Company will provide certain information to the IRS and/or U.S. Holders that is relevant to determining the amount of OID in each accrual period. If the issuance of Additional Debentures is not treated as a qualified reopening, the amount of OID with respect to the Additional Debentures will vary from the amount of OID with respect to the Existing Debentures.

The annual amounts of OID includible in income by a U.S. Holder will equal the sum of the “daily portions” of the OID with respect to a Debenture for each day on which such U.S. Holder owns the Debenture during the taxable year. Generally, a U.S. Holder determines the daily portions of OID by allocating to each day in an “accrual period” a pro rata portion of the OID that is allocable to that accrual period. The term “accrual period” means an interval of time with respect to which the accrual of OID is measured and which may vary in length over the term of a Debenture provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs on either the first or last day of an accrual period.

The amount of OID allocable to an accrual period will be the excess of:

the product of the “adjusted issue price” of the Debenture at the beginning of the accrual period and its “yield to maturity” over

the aggregate amount of any qualified stated interest payments allocable to the accrual period.

The adjusted issue price of a Debenture at the beginning of the first accrual period is its issue price, and, on any day thereafter, it is the sum of the issue price and the amount of OID previously included in gross income, reduced by the amount of any payment (other than a payment of qualified stated interest) previously made on the Debenture. If all accrual periods are of equal length except for a shorter initial and/or final accrual period, a U.S. Holder may compute the amount of OID allocable to the initial period using any reasonable method; however, the OID allocable to the final accrual period will always be the difference between the amount payable at maturity (other than a payment of qualified stated interest) and the adjusted issue price at the beginning of the final accrual period.

OID accrued on a Debenture (and any amount withheld in respect of non-U.S. taxes) will be taxable to a U.S. Holder as foreign-source ordinary income.

Treatment of PIK Debentures

If PIK Debentures are issued to satisfy interest on the Debentures, a newly distributed PIK Debenture issued in respect of a Debenture will be aggregated with the Debenture and will be treated as part of the Debenture with respect to which it was issued. Thus, the initial issue price of a newly distributed PIK Debenture issued in respect of a Debenture likely will be determined by allocating the adjusted issue price, at the time of distribution, of the underlying Debenture between the newly distributed PIK Debenture and the underlying Debenture in proportion to their respective principal amounts. A portion of the basis of such Debenture will be allocated to such PIK Debenture and OID on such PIK Debenture will accrue in the same manner as described above in the case of such Debenture. A U.S. Holder’s holding period for any PIK Debenture with respect to an original Debenture will likely be identical to such U.S. Holder’s holding period for the original Debenture. The same rules would apply to a PIK Debenture received in lieu of cash interest on a PIK Debenture.

Foreign Currency

If a U.S. Holder receives foreign currency as payments on a Debenture, such U.S. Holder will accrue OID on the Debenture in the foreign currency and translate the amount accrued into U.S. dollars based on:

the average exchange rate in effect during the interest accrual period or, with respect to an accrual period that spans two taxable years, at the average rate for the partial period within the taxable year; or

at the U.S. Holder’s election, at the spot rate of exchange on (1) the last day of the accrual period (and in the case of a partial accrual period, the spot rate on the last day of the taxable year) or (2) the date of receipt, if such date is within five business days of the last day of the accrual period.

Such election must be applied consistently by a U.S. Holder to all debt instruments from year to year and can be changed only with the consent of the IRS. A U.S. Holder will recognize foreign currency gain or loss with respect to the OID income accrued on a Debenture on the date cash is received in respect of such income (including, on the sale or other disposition of a Debenture, the receipt of proceeds that include amounts attributable to OID previously included in income) if the spot rate of exchange on the date the cash is received differs from the rate applicable to a previous accrual of that income as determined above. For these purposes, all payments on a Debenture will be treated first, as payments of previously accrued OID (to the extent thereof), with payments considered made for the earliest accrual period in which the OID has accrued and to which prior receipts or payments have not been attributable, and second, as the payment of principal. Such foreign currency gain or loss generally will be treated as ordinary income or loss, but generally will not be treated as an adjustment to OID accrued on the Debentures. U.S. Holders should be aware that because cash payments in

respect of accrued OID on a Debenture may not be made until maturity or other disposition of the Debenture, a greater possibility exists for the fluctuations in foreign currency exchange rates (and the required recognition of gain or loss) than is the case for foreign currency instruments issued without OID. U.S. Holders are urged to consult with their tax advisors regarding the interplay between the application of the OID and foreign currency exchange gain or loss rules.

Debentures Purchased at a Premium

If a U.S. Holder purchases a Debenture for an amount that is less than or equal to the sum of all amounts payable on the Debenture after the purchase date but is greater than the amount of the Debenture’s adjusted issue price, as determined above under “—Issue Price,” the excess will be acquisition premium. In this case, unless a U.S. Holder elects to compute OID accruals by treating the purchase as a purchase at original issuance and applying the mechanics of the constant-yield method, a U.S. Holder must reduce the daily portions of OID by a fraction equal to:

(a)

the excess of its adjusted basis in the Debenture immediately after the purchase (generally, the cost of the Debenture) over the adjusted issue price of the Debenture, divided by

(b)

the excess of the sum of all amounts payable on the Debenture after the purchase date over the Debenture’s adjusted issue price.

In the case of a debt instrument that is denominated in, or determined by reference to, a foreign currency, acquisition premium will be computed in units of foreign currency, and acquisition premium will reduce interest income in units of the foreign currency. At the time acquisition premium offsets interest income, exchange gain or loss (taxable as U.S. source ordinary income or loss) will be recognized as measured by the difference between exchange rates at that time and at the time of the acquisition of the Debentures.

Purchase, Sale and Retirement of Debentures

A U.S. Holder’s tax basis in a Debenture will generally be its U.S. dollar cost (as defined below), increased by the amount of any OID included in the U.S. Holder’s income with respect to the Debenture, and reduced by (i) the amount of any payments that are not qualified stated interest payments, and (ii) the amount of any amortizable bond premium applied to reduce interest on the Debenture. The U.S. dollar cost of a Debenture purchased with a foreign currency will generally be the U.S. dollar value of the purchase price on the date of purchase or, in the case of Debentures traded on an established securities market, as defined in the applicable U.S. Treasury Regulations, that are purchased by a cash basis U.S. Holder (or an accrual basis U.S. Holder that so elects), on the settlement date for the purchase.

A U.S. Holder will generally recognize gain or loss on the sale or retirement of a Debenture equal to the difference between the amount realized on the sale or retirement and the holder’s tax basis of the Debenture. The amount realized on a sale or retirement for an amount in foreign currency will be the U.S. dollar value of this amount on the date of sale or retirement or, in the case of Debentures traded on an established securities market, as defined in the applicable Treasury Regulations, sold by a cash basis U.S. Holder (or an accrual basis U.S. Holder that so elects), on the settlement date for the sale. Such an election by an accrual basis U.S. Holder must be applied consistently from year to year and cannot be revoked without the consent of the IRS. Except to the extent attributable to accrued but unpaid interest or changes in exchange rates, gain or loss recognized on the sale or retirement of a Debenture will be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder’s holding period in the Debentures exceeds one year. Long-term capital gains of an individual taxpayer generally are taxed at preferential rates. The deductibility of capital losses is subject to limitations.

Gain or loss recognized by a U.S. Holder on the sale or retirement of a Debenture that is attributable to changes in exchange rates will be treated as ordinary income or loss. However, exchange gain or loss is taken into account only to the extent of total gain or loss realized on the transaction. Gain or loss realized by a U.S. Holder on the sale or retirement of a Debenture generally will be U.S. source.

Additionally, if a U.S. Holder receives any foreign currency on the sale of a Debenture, such U.S. Holder may recognize ordinary income or loss as a result of currency fluctuations between the date of the sale of the Debenture and the date the sale proceeds are converted into U.S. dollars.

Foreign Tax Credit Considerations

For purposes of the U.S. foreign tax credit limitations, interest received by a U.S. Holder with respect to Debentures will be foreign source income and generally will be “passive category income” but could, in the case of certain U.S. Holders, constitute “general category income.” In general, gain or loss realized upon sale or exchange of the Rights or Debentures by a U.S. Holder will be U.S. source income or loss, as the case may be.

Subject to certain limitations, any Canadian tax withheld may be treated as foreign taxes eligible for credit against a U.S. Holder’s U.S. federal income tax liability. Alternatively, a U.S. Holder may, subject to applicable limitations, elect to deduct the otherwise creditable Canadian withholding taxes for U.S. federal income tax purposes. The rules governing the foreign tax credit are complex and their application depends on each taxpayer’s particular circumstances. Accordingly, U.S. Holders are urged to consult their own tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

Additional Tax on Passive Income

U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally will be subject to a 3.8% additional tax on unearned income, including, among other things, interest on the Debentures, and capital gains from the sale or other taxable disposition of, the Rights or Debentures, subject to certain limitations and exceptions. U.S. Holders are urged to consult their own tax advisors regarding the possible implications of the additional tax on investment income described above.

Reportable Transactions

A U.S. taxpayer that participates in a “reportable transaction” will be required to disclose its participation to the IRS. The scope and application of these rules is not entirely clear. A U.S. Holder may be required to treat a foreign currency exchange loss from the Debentures as a reportable transaction if the loss exceeds US$50,000 in a single taxable year, if the U.S. Holder is an individual or trust, or higher amounts for non-individual U.S. Holders. In the event the acquisition, holding or disposition of Debentures constitutes participation in a “reportable transaction” for purposes of these rules, a U.S. Holder will be required to disclose its investment by filing Form 8886 with the IRS, and the Issuer and its advisers may also be required to disclose the transaction to the IRS. In addition, the Company and its advisers may be required to maintain a list of U.S. Holders, and to furnish this list and certain other information to the IRS upon written request. U.S. Holders are urged to consult their tax advisers regarding the application of these rules to the acquisition, holding or disposition of Debentures.

U.S. Information Reporting and Backup Withholding

Under U.S. federal income tax law and regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. Penalties for failure to file certain of these information returns are substantial. U.S. return disclosure obligations (and related penalties for failure to disclose) have also been imposed on U.S. individuals that hold certain specified foreign financial assets in excess of US$50,000. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also may include the Rights and Debentures. U.S. Holders of Rights or Debentures should consult with their own tax advisors regarding the application of the information reporting rules to the Debentures.

Interest on Debentures and proceeds from the sale or other disposition of Rights or Debentures that are paid in the United States or by a U.S.-related financial intermediary will be subject to U.S. information reporting rules, unless a U.S. Holder is a corporation or other exempt recipient. In addition, payments that are subject to

information reporting may be subject to backup withholding if a U.S. Holder fails to provide its taxpayer identification number, fails to certify that such number is correct, fails to certify that such U.S. Holder is not subject to backup withholding, or otherwise fails to comply with the applicable requirements of the backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules are available to be credited against a U.S. Holder’s U.S. federal income tax liability and may be refunded to the extent they exceed such liability, provided the required information is provided to the IRS in a timely manner.

RISK FACTORS

Before purchasing the Debentures subscribers should carefully consider the following risk factors as well as those set out in the AIF incorporated by reference into this prospectus in addition to the other information contained in this prospectus and incorporated by reference in this prospectus. See “Documents Incorporated by Reference”. Additional risks and uncertainties not presently known or that the Company currently considers immaterial also may impair the Company’s business and operations and cause the price of the Debentures to decline. If any of the events contemplated in the risk factors described below or in the documents incorporated by reference actually occur, the Company’s business may be harmed and the financial condition and results of operation may suffer significantly. In that event, the trading price of the Debentures could decline, and purchasers of the Debentures may lose all or part of their investment.

In addition to the other information set forth elsewhere in this prospectus and in the documents incorporated by reference, prospective investors should carefully review the following risk factors:

Market for Securities. There is currently no market through which the Rights may be sold and there is no guarantee that an active trading market will develop. Accordingly, purchasers may not be able to sell the Rights distributed under this prospectus. This may affect the pricing of the Rights in the secondary market, the transparency and the availability of trading prices and the liquidity of the Rights. Although the TSX has approved the listing of the Rights, there can be no assurance that an active trading market will develop for the Rights after the Offering, or if developed, that such market will be sustained at or above the Offering Price.

Market Conditions. The market price of the Debentures will be based on a number of factors, including: (i) the prevailing interest rates being paid by companies similar to CSI, (ii) the overall condition of the financial and credit markets, (iii) interest rate volatility, (iv) fluctuations in the CPI Index, (v) the markets for similar securities, (vi) the financial condition, results of operation and prospects of CSI, (vii) changes in the industry in which CSI operates and competition affecting CSI, and (viii) general market and economic conditions. The price at which the Rights or Debentures will trade cannot be accurately predicted.

Additional Indebtedness. The Indenture does not limit the ability of the Company to incur additional debt or liabilities (including Senior Indebtedness). In order to finance acquisitions from time-to-time, the Company expects to draw down additional indebtedness under its Credit Facility. The additional indebtedness will increase the interest payable by the Company from time-to-time until such amounts are repaid, which will represent an increase in the Company’s cost and a potential reduction in the Company’s income. In addition, the Company may need to find additional sources of financing to repay this amount when it becomes due. There can be no guarantee that the Company will be able to obtain financing on terms acceptable to it or at all at such time.

Prior Ranking Indebtedness. The Debentures are unsecured and the payment of principal and interest thereon will be subordinate to all existing and future Senior Indebtedness of the Company. The Indenture does not limit the ability of the Company to incur additional debt or liabilities (including Senior Indebtedness). Principal and interest will be payable on the Debentures only if no event of default exists under the Senior Indebtedness immediately before or after such payment is due and any other terms of the Senior Indebtedness have been

complied with. In addition, the Credit Facility currently prohibits the redemption or repurchase of the Debentures unless the aggregate of the amount that the Company is entitled to borrow under the Credit Facility plus available cash is equal to or greater than US$25,000,000. The Credit Facility expires on February 29, 2016, following which time the Company may enter into a new credit facility with one or more lenders. The terms of any new credit facility may contain additional restrictions on the Company’s ability to redeem or repurchase the Debentures, but the nature and extent of such restrictions is not currently known and cannot be predicted. Enforcement of the Debentures, including the issuance of a bankruptcy petition, will require the consent of the lenders under the Senior Indebtedness.

Interest Rate will be Reset. The interest rate in respect of the Debentures will reset on an annual basis beginning on March 31, 2016 and will be based on changes in the CPI Index over the prior calendar year. In each case, the new interest rate is unlikely to be the same as, and may be lower than, the interest rate for the applicable preceding period. As a result, the amount of interest payable on the Debentures may rise or fall from one year to the next and such variations may be material during periods of significant changes in the CPI Index. In circumstances where the change in the Cost of Living Adjustment is negative from one year to another, the interest rate applicable to the Debentures for the following period could be as low at 0%. The Current Rate will only apply to the Debentures in respect of the first and second interest payments on December 31, 2015 and March 31, 2016, respectively. Effective March 31, 2016, the interest payable on the Debentures will be based on the applicable Floating Interest rate.

Consumer Prices May Change Unpredictably, Affecting the Level of the CPI Index and the Market Value of the Debentures . Market prices of the consumer items underlying the CPI Index may fluctuate based on numerous factors, including: changes in supply and demand relationships; weather; agriculture; trade; fiscal, monetary, and exchange control programs; domestic and foreign political and economic events and policies; disease; technological developments; and changes in interest rates. These factors may affect the level of the CPI Index and the market value of the Debentures in varying ways, and different factors may cause the level of the CPI Index to move in inconsistent directions at inconsistent rates.

Ability to Defer Interest Payments or Issue PIK Debentures. Any failure by the Company to pay the interest on the Debentures in full on any interest payment date will not constitute an event of default under the Trust Indenture and holders of Debentures will have no right to accelerate payment of the principal amount outstanding under such Debentures. In addition, the Company may elect to satisfy all or any portion of the Interest Obligation by issuing PIK Debentures. Although the Company will not be permitted to declare dividends of any kind on the Common Shares and will not be permitted to participate in any share buyback or redemption involving the Common Shares until the Company first pays any outstanding interest (or the unpaid portion thereof) to holders of Debentures or resumes making subsequent interest payments on the Debentures in full in cash, holders of Debentures will not have an immediate right to receive such outstanding interest in cash. Instead, any unpaid interest may form part of the principal amount of such Debentures and may only become due and payable on the occurrence of an event giving rise to the obligation of the Company to pay or cause the payment of the redemption price, as the case may be, as part of such price and not prior thereto. In addition, if the Company issues PIK Debentures in lieu of cash interest on an interest payment date, holders will be required to include in their income the principal amount of such PIK Debentures issued despite not having received any cash payment from the Company in satisfaction of the applicable Interest Obligation.

Redemption of Debentures. The Debentures are redeemable annually, upon no more than five years’ and 15 days’ and no less than five years’ notice, and upon a Change of Control. Redemption could occur when prevailing interest rates are lower than the rate born by the Debentures. If prevailing rates are lower at the time of redemption, a purchaser would not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the Debentures being redeemed. The Company’s redemption right also may adversely impact a purchaser’s ability to sell Debentures as the optional redemption date or period approaches.

Exercise of Put Rights. A holder of Debentures will have the right to require the Company to repurchase some or all of its Debentures annually. However, in order to excise its put rights, a holder of Debentures must provide the Company with no more than five years’ and 30 days’ and no less than five years’ and 15 days’ notice and must deposit its Puttable Debentures with the Debenture Trustee during this 5 year period. During this time, the Puttable Debentures will no longer be transferable over the facilities of the TSX or otherwise. In addition, holders of Debentures who hold their Debentures through a CDS Participant will, prior to exercising their right to have the Company repurchase such holder’s Debentures, be required to withdraw their Debentures from CDS and obtain a certificate for such Debentures in registered form from the Subscription Agent.

Use of Proceeds of the Offering. As set out under “Use of Proceeds” in this prospectus, the Company intends to use the proceeds of the Offering to pay down existing indebtedness under the Credit Facility and for future acquisitions. There may be circumstances that are not known at this time where a reallocation of the net proceeds of the Offering may be advisable for business reasons that the board of directors and management believe are in the Company’s best interests.

Prevailing Yields on Similar Securities. Prevailing yields on similar securities will affect the market value of the Debentures. Assuming all other factors remain unchanged, the market value of the Debentures will decline as prevailing yields for similar securities rise, and will increase as prevailing yields for similar securities decline.

Debentures are Subject to the Credit Risk of the Company. The obligation to make payments under the Debentures is an obligation of the Company. The likelihood that holders of Debentures will receive payments owing to them under the Debentures will depend on the financial health and creditworthiness of the Company. The Debentures have not been assigned a credit rating.

Senior Indebtedness Refinancing Risk. The Company’s Credit Facility expires on February 29, 2016. Although the Company may enter into a new credit facility with one or more lenders on or prior to the expiry of the Credit Facility, the terms of such credit facility cannot be predicted and may contain terms or conditions that are more onerous or restrictive than the Credit Facility. The Company’s ability to replace the Credit Facility on favourable terms will be dependent on, among other factors, the operating performance of the Company, future debt market conditions, the level of future interest rate spreads, and prospective lenders’ assessment of the Company’s credit risk at such time. If the Company is unable to obtain a new credit facility on favourable terms, the Company’s ability to complete acquisitions may be negatively impacted, which may have an adverse effect on the Company’s financial performance.

There may be Changes in Legislation or Administrative Practices that adversely affect Holders of Debentures. There can be no assurance that income tax, securities and other laws or the administrative practices of any government agency will not be amended or changed in a manner which adversely affects Debentureholders.

Subscription Rights May Not be Revoked. Subject to the Company’s right to terminate the Offering at any time, upon delivery or mailing of the completed Rights Certificate to the Subscription Agent, the exercise of the Rights and the subscription for Debentures is irrevocable.

The Company May Terminate the Offering. The Company may, in its sole discretion, decide not to continue with the Offering or to terminate the Offering at any time. This decision could be based on many factors, including market conditions. The Company currently has no intention to terminate the Offering, but reserves the right to do so. If the Company elects to cancel or terminate the Offering, nether the Company nor the Subscription Agent will have any obligation with respect to the subscription rights except to return, without interest, any subscription payments the Subscription Agent received.

Inability of Company to Purchase Debentures. Upon the occurrence of a Change of Control of the Company, each Debentureholder may require the Company to purchase, on the date which is 30 days following the giving of notice of the Change of Control, the whole or any part of such holder’s Debentures at a price equal to 100% of the principal amount plus accrued and unpaid interest up to, but excluding, the Change of Control Put Date. In

addition, the Company may be required to redeem and/or repurchase Debentures from Debentureholders on a date which is approximately five years after the Company has exercised its right to redeem Debentures and/or Debentureholders have exercised their put rights. It is possible that upon a Change of Control, or upon a redemption or repurchase by the Company of some or all of the Debentures, the Company will not have sufficient funds to make the required redemption or repurchase of Debentures or that restrictions contained in other indebtedness will restrict those purchases. See “Description of the Debentures – Put Right upon a Change of Control”.

EARNINGS COVERAGE RATIOS

The following earnings coverage ratios and pro forma earnings coverage ratios are calculated on a consolidated basis for the 12 month period ended December 31, 2014, and are derived from the audited consolidated financial statements of the Company as at and for the year ended December 31, 2014, after adjustment for new financial liabilities. The pro forma earnings coverage ratios have been prepared to give effect to the issuance of the Debentures as if such issuance had occurred at the beginning of the pro forma calculation period but do not take into account the use of proceeds from such Debentures.

The borrowing costs of the Company, after adjustment for new financial liabilities, for the twelve month period ended December 31, 2014 were approximately US$18.3 million. The borrowing costs of the Company for the twelve month period ended December 31, 2014, after adjustment for new financial liabilities and after giving effect to the issuance of the Debentures, were approximately US$31.8 million. The profit attributable to owners of the Company before borrowing costs and taxes for the twelve month period ended December 31, 2014 was approximately US$166.8 million , after giving effect to the expenses of the Offering. This represents earnings coverage ratios of 9.1 for the twelve month period ended December 31, 2014, on a historical basis (after adjustment for new financial liabilities), and 5.3 for the twelve month period ended December 31, 2014, after giving effect to the issuance of the Debentures.

The earnings coverage ratios noted above include a deduction for amortization of approximately US$173.2 million in the 12 month period ended December 31, 2014. If the earnings coverage ratios were adjusted to add back this non-cash deduction, the historical earnings coverage ratio (after adjustment for new financial liabilities) would be 18.5 for the 12 month period ended December 31, 2014, and the earnings coverage ratio after giving effect to the issuance of the Debentures would be 10.7 for the 12- month period ended December 31, 2014.

LEGAL MATTERS

Certain legal matters relating to the issue and sale of Debentures offered hereby will be passed upon on behalf of the Company by McCarthy Tétrault LLP, as Canadian counsel to the Company, and Paul, Weiss, Rifkind, Wharton & Garrison LLP, as United States counsel to the Company. As of the date of this prospectus, the partners and associates of McCarthy Tétrault LLP collectively own less than one percent of the Company’s issued and outstanding common shares.

LEGAL PROCEEDINGS

We and our subsidiaries are engaged in legal actions from time to time, arising in the ordinary course of business. None of these actions, individually or in the aggregate, are expected to have a material adverse effect on our consolidated financial position or results of operations.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditors of the Company are KPMG LLP, Chartered Accountants, 4100 Yonge Street, Suite 200, Yonge Corporate Centre, North York, Ontario M2P 2H3.

The transfer agent and registrar for the Common Shares is Computershare Trust Company of Canada at its principal transfer office in Toronto, Ontario.

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

The following documents have been or will be filed with the SEC as part of the registration statement of which this prospectus forms a part: (i) the documents incorporated by reference herein; (ii) the consent of KPMG LLP; (iii) the consent of McCarthy Tétrault LLP; (iv) powers of attorney of our directors and officers; and (vi) the Indenture.

PURCHASERS’ STATUTORY RIGHTS

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that such remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of these rights or consult with a legal advisor.

ADDITIONAL INFORMATION

Additional information relating to our Company may be found on the Internet at the SEDAR website (www.sedar.com).

CERTIFICATE OF THE COMPANY

Dated: April 17, 2015.

This short form prospectus, together with the documents incorporated herein by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form prospectus as required by the securities legislation of each of the provinces and territories of Canada.


By: (Signed) MARK LEONARD		By: (Signed) JAMAL BAKSH
President (as Chief Executive Officer)		Chief Financial Officer

On behalf of the Board of Directors


By: (Signed) MARK MILLER		By: (Signed) JEFF BENDER
Director		Director

C-1

PART II

INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS

EXHIBITS


Exhibit Number		Description

2.1		The Registrant’s annual information form for the year ended December 31, 2013, dated March 28, 2014 (incorporated by reference to Exhibit 2.1 to the Registrant’s Registration Statement on Form F-7, File No. 333- 197568, filed with the SEC on July 23, 2014 (the “Form F-7 Registration Statement”)).

2.2*		The Registrant’s consolidated financial statements for the years ended December 31, 2014 and December 31, 2013, together with the auditor’s report thereon.

2.3*		The Registrant’s management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2014.

2.4		The Registrant’s management information circular dated August 30, 2013 (incorporated by reference to Exhibit 2.6 to the Form F-7 Registration Statement).

2.5		The Registrant’s management information circular dated March 27, 2014 (incorporated by reference to Exhibit 2.7 to the Form F-7 Registration Statement).

2.6		The Registrant’s annual information form for the year ended December 31, 2014, dated March 30, 2015.

2.7		The Registrant’s management information circular dated March 27, 2015.

3.1		Consent of KPMG LLP.

3.2*		Consent of McCarthy Tétrault LLP.

4.1*		Powers of Attorney (included on the signature page of this Registration Statement).

5.1*		Indenture between the Registrant and Computershare Trust Company of Canada, dated November 19, 2014.

5.2		Form of supplemental indenture between the Registrant and Computershare Trust Company of Canada.

*	Previously filed.

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-7 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Ontario, Canada on April 20, 2015.


CONSTELLATION SOFTWARE INC.

By:		/s/ Jamal Baksh
Name:		Jamal Baksh
Title:		Chief Financial Officer

II-2

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed below by or on behalf of the following persons in the capacities indicated, on April 20, 2015.


Signature		Title

/s/ Mark Leonard Mark Leonard		President and Chairman of the Board (Principal Executive Officer)

/s/ Jamal Baksh Jamal Baksh		Chief Financial Officer (Principal Financial and Principal Accounting Officer)

* Jeff Bender		Director

* Meredith (Sam) Hall Hayes		Director

* Robert Kittel		Director

* Paul McFeeters		Director

* Ian McKinnon		Director

* Mark Miller		Director and Chief Operating Officer

* Stephen Scotchmer		Director



*By:		/s/ Jamal Baksh
		Jamal Baksh Attorney-in-fact

II-3

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned certifies that it is the duly authorized United States representative of the Registrant and has duly signed this Amendment No. 1 to the Registration Statement on April 20, 2015.


TRAPEZE SOFTWARE GROUP, INC.

By:		/s/ Jamal Baksh
Name:		Jamal Baksh
Title:		Vice President, Support

II-4

INDEX TO EXHIBITS


Exhibit Number		Description

2.1		The Registrant’s annual information form for the year ended December 31, 2013, dated March 28, 2014 (incorporated by reference to Exhibit 2.1 to the Registrant’s Registration Statement on Form F-7, File No. 333- 197568, filed with the SEC on July 23, 2014 (the “Form F-7 Registration Statement”)).

2.2*		The Registrant’s consolidated financial statements for the years ended December 31, 2014 and December 31, 2013, together with the auditor’s report thereon.

2.3*		The Registrant’s management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2014.

2.4		The Registrant’s management information circular dated August 30, 2013 (incorporated by reference to Exhibit 2.6 to the Form F-7 Registration Statement).

2.5		The Registrant’s management information circular dated March 27, 2014 (incorporated by reference to Exhibit 2.7 to the Form F-7 Registration Statement).

2.6		The Registrant’s annual information form for the year ended December 31, 2014, dated March 30, 2015.

2.7		The Registrant’s management information circular dated March 27, 2015.

3.1		Consent of KPMG LLP.

3.2*		Consent of McCarthy Tétrault LLP.

4.1*		Powers of Attorney (included on the signature page of this Registration Statement).

5.1*		Indenture between the Registrant and Computershare Trust Company of Canada, dated November 19, 2014.

5.2		Form of supplemental indenture between the Registrant and Computershare Trust Company of Canada.

*	Previously filed.

Exhibit 2.6

LOGO

CONSTELLATION SOFTWARE INC.

Annual Information Form

March 30, 2015

CONSTELLATION SOFTWARE INC.

ANNUAL INFORMATION FORM

TABLE OF CONTENTS


FORWARD-LOOKING STATEMENTS			1

CORPORATE STRUCTURE			2

Name and Incorporation			2
Intercorporate Relationships			3

GENERAL DEVELOPMENT OF THE BUSINESS			5

Overview			5
Acquisitions			6
Rights offering			6

DESCRIPTION OF THE BUSINESS			7

Overview			7
Business Strategy			7
Business Model			9
Capital Allocation Framework			12
Operating Groups			13
Products			16
Sales and Distribution Strategy			16
Research and Development			16
Intellectual Property			17
Foreign Operations			17
Competition			17
Employees			18
Facilities			18
Risk Factors			18

DIVIDENDS			29

DESCRIPTION OF CAPITAL STRUCTURE			30

MARKET FOR SECURITIES			35

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER			37

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY			37

Biographies			39
Committees of the Board			41

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS			43

LEGAL PROCEEDINGS			43

TRANSFER AGENT AND REGISTRAR			44

INTERESTS OF EXPERTS			44

CONFLICTS OF INTEREST			44

ADDITIONAL INFORMATION			44

CONSTELLATION SOFTWARE INC.

ANNUAL INFORMATION FORM

All references in this Annual Information Form to “CSI”, the “Company”, “we”, “us”, “our” and “our company” refer to Constellation Software Inc. and its subsidiaries, unless the context requires otherwise. Unless otherwise indicated, all references to dollar amounts herein are to United States dollars.

All information contained herein is as at December 31, 2014 unless otherwise noted.

FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Information Form may constitute “forward-looking” statements which involve risks (including those which may arise in the future), uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this Annual Information Form, such statements use such words as “may”, “will”, “expect”, “believe”, “plan”, “intend” and other similar terminology. These statements reflect current expectations regarding future events and operating performance and speak only as of the date of this Annual Information Form. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to, the factors discussed under “Risk Factors”. Although the forward-looking statements contained in this Annual Information Form are based upon what management of the Company believes are reasonable assumptions, the Company cannot assure investors that actual results will be consistent with these forward looking statements. These forward-looking statements are made as of the date of this Annual Information Form and, except as may be required by law, the Company assumes no obligation to update or revise them to reflect new events or circumstances.

CORPORATE STRUCTURE

Name and Incorporation

The Company was incorporated under the Business Corporations Act (Ontario) on August 23, 1995. On March 7, 2000, the Company amalgamated with e2 Inc. and on June 29, 2000, the Company filed articles of arrangement, authorizing the transfer of all of the shares of Friedman Acquisition Corp., Creative Computer Solutions Inc. and Memory Lane Systems Inc., each a then wholly-owned subsidiary of the Company, to Constellation Software USA Inc. In connection with the arrangement, the Company issued 85,672 common shares in exchange for 259,595 common shares of N. Harris Computer Corporation and 667,013 common shares in exchange for 250,691 common shares of Trapeze Software Inc. The Company amalgamated with Constellation Justice Systems Inc. on March 1, 2002.

Concurrently with the closing of its Initial Public Offering on May 18, 2006, the Company’s share capital was reorganized to remove the previously existing series 1 and series 2 common shares, and to redesignate the previously existing series 3 common shares as Common Shares (the “Common Shares”).

On October 2, 2013, the Company’s shareholders (i) adopted a special resolution authorizing and approving an amendment to the articles of the Company in order to remove the Class A Non-Voting Shares (“Non-Voting Shares”), and (ii) adopted a special resolution authorizing and approving an amendment to the articles of the Company in order to create a new class of preferred shares designated as Class A Preferred Shares (“Preferred Shares”), to be issuable at any time and from time to time at the discretion of the Board of Directors of the Company (the “Board”) in one or more series. Articles of amendment reflecting these changes to the Company’s authorized capital were filed on March 28, 2014.

The Company’s head and registered office is located at 20 Adelaide Street East, Suite 1200, Toronto, Ontario, Canada, M5C 2T6, telephone: (416) 861-2279, Web-site: www.csisoftware.com. The contents of the Company’s web-site are not incorporated by reference into this Annual Information Form.

Intercorporate Relationships

The following list outlines, as at March 30, 2015, each of our material subsidiaries. Unless otherwise indicated, each material subsidiary is owned 100%, either directly or indirectly, by CSI.


Entity Name		Governing Jurisdiction

Head Office:
Canadian Software Investment Fund Inc.		Ontario
Constellation Management Inc.		Ontario

Volaris Operating Group:
Volaris Group Inc.		Ontario
Bonanova Limited		Cyprus
SpecTec Group Holding Limited		Cyprus
Volaris Group Holdings Inc.		Ontario
Trapeze Software ULC		Alberta
Trapeze ITS Luxumbourg S.a.r.l		Luxembourg
Trapeze Germany GmbH		Germany
Trapeze Switzerland GmbH		Switzerland
Trapeze Software Group Inc.		Delaware
AssetWorks Inc.		Delaware
Cultura Technologies LLC		Delaware
CourtView Justice Solutions Inc.		Delaware
Northpointe Inc.		Delaware
Wynne Systems Inc.		California
Trapeze Group Europe Holdings A/S		Denmark
Trapeze Group (UK) Limited		England and Wales
Travis Software Inc.		Delaware
Gallery Systems Inc.		New York
Elgeba-Gerätebau GmbH		Germany
Trapeze Software Pty Ltd.		Australia
Incognito Software Systems Inc.		British Columbia
Incognito Interactive Limited		Ireland
Kinetic Solutions Limited		England and Wales
Kinetics Software Inc.		Massachusetts
Information Distribution & Marketing Inc.		Georgia
Softlink Australia Pty Ltd		Australia
PLANit Sweden AB		Sweden
Wellington Computer Systems Limited		Nothern Ireland

Harris Operating Group:
N. Harris Computer Corporation		Ontario
PG Solutions Inc.		Canada
PG Govern Inc.		Canada
Medisolution (2009) Inc.		Canada
Cogsdale Corporation		Canada
Harris Systems USA Inc		Delaware
Harris Local Government Solutions, Inc.		Delaware
Computer Software Innovations, Inc.		Delaware
Systems & Software Inc.		Vermont
Harris (US) Computer Corporation		Delaware
Prosoft Technologies Inc.		Pennsylvania
Capital Computer Associates Inc.		New York
QuadraMed Corporation		Delaware
TAC 10 Inc.		Iowa
Caretracker Inc.		Delaware
InterAct911 Corporation		Delaware


Entity Name		Governing Jurisdiction

Jonas Operating Group:
Gary Jonas Computing Ltd		Canada
Jonas Software USA LLC		Delaware
Youbill, Inc.		Pennsylvania
Computrition Inc.		California
Gladstone Limited		England and Wales
Gladstone MRM Limited		England and Wales
Jonas Fitness Inc.		Delaware
Kestral Computing Pty Limited		Australia
Shortcuts Software Pty Limited		Australia
Shortcuts Software (UK) Limited		England and Wales
Shortcuts Software Inc.		Delaware
Salon Software Solutions Limited		England and Wales
Kitomba Australia Pty Ltd.		Australia
Cunningham Cash Registers Limited		England and Wales

Vela Operating Group:
Emphasys Computer Solutions, Inc		Michigan
Application Oriented Designs Inc.		Florida
Sympro Inc.		California
Friedman Corporation		Illinois
Varsity Logistics Inc.		California
Vela Software International Inc.		Ontario
Markinson Technologies Pty Ltd.		Australia
Juniper Consulting, S.L.		Spain
ASA Automotive Systems Inc.		Delaware
A&W Software GmbH		Germany
Nedsense Nedgraphics B.V.		Netherlands
NedGraphics Inc.		Delaware
Apparel 21 Pty Ltd		Australia

Perseus Operating Group:
Constellation Homebuilder Systems Inc.		Delaware
Constellation Homebuilder Systems Corp		Ontario
G1440 Inc.		Delaware
Z57, Inc.		California
Majiq Inc.		Delaware
POMS Corporation		Delaware
Ideal Computer Systems Inc.		Iowa
Campana Systems Inc.		Ontario
Quantitative Medical Systems, Inc.		California
Monolith Corporation		North Carolina
Ibcos Holding Limited		England and Wales

*Total Specific Solutions Operating Group:**
Constellation Software Netherlands Holding Coöperatief U.A.*		Netherlands
Constellation Software Netherlands B.V		Netherlands
Total Specific Solutions (TSS) B.V.		Netherlands
KZA Holding B.V.		Netherlands
KZA B.V.		Netherlands
Top Talent Consultancy B.V.		Netherlands
PharmaPartners B.V.		Netherlands
H.I. Systems B.V.		Netherlands
TSS TH 6 B.V.		Netherlands
TSS TH 5 B.V.		Netherlands
TSS TH 4 B.V.		Netherlands
PinkRoccade Healthcare B.V.		Netherlands
PinkRoccade Healthcare Gezondheidszorg B.V.		Netherlands
PinkRoccade Local Government B.V.		Netherlands
Everest Holding B.V.		Netherlands
Everest B.V.		Netherlands
Blueriq B.V.		Netherlands
Yonder Holding B.V.		Netherlands
Yonder Nederland B.V.		Netherlands
Yonder SRL		Romania

*	Constellation Software, through certain of its wholly owned subsidaries, owns 66.71% of Constellation Software Netherlands Holding Coöperatief U.A., the parent company of the TSS Operating Group.

GENERAL DEVELOPMENT OF THE BUSINESS

Overview

Constellation Software Inc. is a global provider of enterprise software solutions serving a variety of distinct vertical markets. The Company is organized around two reportable segments: (i) the public sector segment, which primarily includes businesses focused on government and government-related customers, and (ii) the private sector segment, which primarily includes businesses focused on commercial customers. As at March 30, 2015, the vertical markets in which we participate in each sector include:

Public Sector:



Public transit operators	Asset management	Municipal systems
Para transit operators	Fleet and facility management	School administration
School transportation	District attorney	Public safety
Non-emergency medical	Taxi dispatch	Healthcare
Ride share	Benefits administration	Rental
Local government	Insurance	Electric utilities
Agri-business	Collections management	Court
Marine asset management	Water utilities	School and special library
Communications	Credit unions	Drink distribution
Higher education	Financial services

Private Sector:

Private clubs & daily fee golf courses	Lease management	Window manufacturers
Construction	Winery management	Cabinet manufacturers
Food services	Buy here pay here dealers	Made-to-order manufacturers
Health clubs	RV and marine dealers	Window and other dealers
Moving and storage	Pulp & paper manufacturers	Multi-carrier shipping
Metal service centers	Real estate brokers and agents	Supply chain optimization
Attractions	Outdoor equipment dealers	Multi-channel distribution
Leisure centers	Pharmaceutical and biotech manufacturers	Wholesale distribution
Education	Healthcare electronic medical records	Third party logistics warehouse management systems
Radiology & laboratory information systems	Homebuilders	Retail management and distribution
Product licensing	Event management	Financial services
Tire distribution	Salons and spas	Public housing authorities
Housing finance agencies	Municipal treasury & debt systems	Real estate brokers and agents
Tour operators	Auto clubs	Home and community care
Long-term care	Textiles and apparel	Association management

The Company entered the communications, credit unions, drink distribution, higher education, tour operators, auto clubs, home and community care, long-term care and textiles and apparel verticals via acquisitions in 2014. The Company entered the school and special library, event management, tire distribution and salons and spas information systems verticals via acquisitions in 2013. The Company entered the radiology & laboratory, consumer product licensing, collections management, pharmaceutical and biological manufacturing, benefits administration and insurance software and information systems verticals via acquisitions in 2012.

Acquisitions

During the fiscal year ended December 31, 2014, the Company completed 23 acquisitions for aggregate cash consideration of $115 million plus cash holdbacks of $17 million and estimated fair value of contingent consideration of $8 million compared to 30 acquisitions for aggregate cash consideration of $558 million plus cash holdbacks of $27 million and estimated fair value of contingent consideration of $4 million in the prior year.

On December 31, 2013, the Company acquired 100% of the shares of Netherlands based Total Specific Solutions (TSS) B.V. (“TSS”). TSS is one of the largest vertical market software (“VMS”) business based in the Netherlands, with offerings for the general practitioner, pharmacy, long term care, mental care, property tax and civil affairs markets. It also owns several non-VMS businesses, primarily involved in information technology services. Total consideration for the transaction was €240 million before adjusting for net tangible asset adjustments and claims under the representations and warranties of the purchase and sale agreement. A new one year term loan facility was obtained by the Company solely for the purposes of funding the TSS acquisition and related expenses (the “TSS Acquisition Facility”). The Company filed a business acquisition report on Form 51-102F4 in respect of the acquisition of TSS on March 6, 2014. On December 23, 2014, in accordance with the terms of the purchase and sale agreement for the TSS acquisition, the sellers of TSS along with certain members of TSS’ executive management team (collectively, the “minority owners”) entered into a members agreement with CSI (the “Members Agreement”) pursuant to which the minority owners acquired 33.29% of the voting interests in Constellation Software Netherlands Holdings Cooperatief U.A. (the “Coop”). Proceeds from this transaction in the amount of €39.4 million (US$48.5 million) were utilized to repay, in part, the TSS Acquisition Facility. In accordance with IFRS, 100% of the financial results for TSS are included in the consolidated financial results of the Company. Each of the minority owners may, at any time, exercise a put option to sell all or a portion of their interests in the Coop back to CSI for an amount calculated in accordance with a valuation methodology described within the Members Agreement. Accordingly, the Company classified the proceeds from the Members Agreement as a liability. The main valuation driver in such calculation is the maintenance and other recurring revenue of the Coop. Upon the exercise of a put option, Constellation would be obligated to redeem up to 33.33% of the minority owners’ interests that are subject to the put, no later than 30 business days from the date notice is received (classified as a current liability), and up to 33.33% on each of the first and second anniversary of the date the first redemption payment is made. Commencing at any time after December 31, 2023, CSI may exercise a call option to purchase all of the minority owners’ interests in the Coop, for an amount calculated in accordance with a valuation methodology described within the Members Agreement. Upon exercise of the call option, the full purchase price will be paid within 30 business days of the notice date, following which the minority owners’ membership in the Coop will be terminated. There is a valuation premium if the call option is exercised versus the put option.

Rights Offering

In 2014, the Company completed a rights offering pursuant to which each holder of Common Shares was issued one right for each Common Share held. For every 21.192 rights held, holders of rights were entitled to subscribe for C$100 principal amount of unsecured subordinated floating rate debentures, Series 1 of the Company at a price of C$95 per C$100 of principal amount of Debentures purchased.

On October 1, 2014 and November 19, 2014, the Company issued two tranches of Debentures with a total principal amount of C$96.0 million for total proceeds to the Company of C$91.2 million. The proceeds were used by the Company to pay down $81.2 million of the TSS Acquisition Facility. The Debentures have a maturity date of March 31, 2040. See “Description of Capital Structure – Debentures”.

On March 23, 2015, the Company announced another rights offering pursuant to which it intends to distribute rights that will entitle holders of common shares of the Company on the applicable record date to purchase up to an additional C$200 million aggregate principal amount of unsecured subordinated floating rate debentures, Series 1 of the Company. For every 10.596 rights held, the holder of such rights will be entitled to subscribe for C$100 principal amount of Debentures.

DESCRIPTION OF THE BUSINESS

Overview

We acquire, manage and build VMS businesses. Generally, these businesses provide mission critical software solutions that address the specific needs of our customers in particular vertical markets. Our focus on acquiring businesses with growth potential, managing them well and then building them has allowed us to generate significant cash flow and revenue growth.

Using a combination of proprietary software and market expertise, we provide software solutions designed to meet certain mission critical requirements of our customers. We believe that our software solutions enable our customers to boost productivity, operate more cost effectively, increase sales and improve customer service and satisfaction.

Our principal strategy is to acquire, manage and build VMS businesses. Most of the VMS businesses that we acquire have the potential to be leaders within their particular markets. We target the VMS sector because of the attractive economics that it provides and our belief that our management teams understand those economics better than most of our competitors.

Business Strategy

Given our extensive acquisition experience and successful track record, we believe that we are well positioned to identify, acquire, manage and build attractive VMS businesses in new markets. We seek acquisition targets that provide software solutions to either the public or private sectors, with as many of the following characteristics as possible:

•

diversified customer base

•

mission critical enterprise software solutions

•

low customer attrition

•

leading or increasing market share

•

fragmented competition

•

potential to grow through geographic expansion, product expansion, and/or acquisition

Once our acquired VMS businesses begin to achieve targeted profitability, we continue to build them through a disciplined combination of organic growth and acquisitions of other VMS businesses in the same vertical market (‘‘tuck-in acquisitions’’), further expanding their customer, geographic and product reach. Finally, we repeat the above process, entering new vertical markets through acquisitions of VMS businesses in markets in which we do not currently operate (‘‘platform acquisitions’’) and, in some cases, through organic initiatives, as we strive to maximize the return on the capital which we employ.

Market Opportunity

VMS businesses typically appeal to us for the following reasons:

LOGO

We believe our future market opportunity is comprised of: (i) continuing to build our existing VMS businesses through organic growth initiatives and tuck-in acquisitions, and (ii) acquiring, managing and building new VMS businesses through platform acquisitions.

Continuing to Build Our Existing VMS Businesses through Organic Growth Initiatives and Tuck-in Acquisitions

We currently operate in markets in both the public and private sectors where the majority of the customer base is comprised of small and medium-sized enterprises, which we define as organizations with up to 1,000 employees. Management believes that small and medium sized enterprises are increasingly investing in software solutions to more effectively compete and manage their internal operations.

We believe that we will continue to expand our existing businesses through organic growth initiatives aimed at increasing our market share and product breadth. Further, our objective is to complement and accelerate this expansion by continuing to successfully identify and complete tuck-in acquisitions. Our decentralized VMS management teams have extensive knowledge of their markets and deep customer relationships. This enables them to successfully identify, pursue, structure and integrate tuck-in acquisitions.

Acquiring, Managing and Building New VMS Businesses through Platform Acquisitions

We also seek to acquire attractive VMS businesses in new markets to maximize our return on invested capital (‘‘ROIC’’). We maintain a database that currently includes over 10,000 software companies. The process of acquiring and integrating platform acquisitions is generally more challenging than that of tuck-in acquisitions given our limited knowledge of the new markets we are entering. Historically, we have retained the majority of the management teams from the businesses that we have acquired, which has allowed us to retain the knowledge needed to manage and successfully build these businesses.

Business Model

We acquire, manage and build VMS businesses. Generally, these businesses provide mission critical software solutions that address the specific needs of our customers in particular vertical markets. Our VMS businesses typically generate significant cash flows which we redeploy to build our existing VMS businesses and acquire new ones. We use a set of operating ratios and metrics to monitor the performance of each of our VMS businesses and to determine how to allocate capital amongst them.

LOGO

Acquire

Our business model is focused on acquiring VMS businesses with the following characteristics:

Growing businesses with a diversified customer base, high relative market share and capital constrained competitors: We evaluate a business based upon its growth potential, the degree of fragmentation in its vertical market, the number of customers or potential customers that it serves, and the absence of large well-funded competitors. We prefer to compete in markets contested by many smaller private VMS vendors, i.e. those which have limited access to capital. Owning businesses in markets with these characteristics provides us with significant competitive advantages as well as attractive acquisition opportunities. Generally, we avoid buying businesses that operate in markets with well capitalized, dominant competitors, unless those competitors are

focused on profitability, rather than capturing market share.

Mission critical, enterprise software solutions: We target VMS businesses which offer mission critical enterprise software solutions that play a crucial role in managing their customers’ businesses. These software solutions are relatively costly and time consuming to replace, which reduces the likelihood that customers will switch software vendors once the solutions have been implemented.

Manage

Once we acquire a VMS business, we focus on managing it in accordance with the following strategies:

Monitor performance and improve operations: Once we acquire a VMS business, our focus is on managing the business to improve its financial performance. We use a set of operating ratios and metrics in order to monitor and manage the profitability of each of our VMS businesses. These operating ratios and metrics allow us to appropriately match costs, including sales and marketing, research and development, and general and administration, to revenues. Our corporate and operating group managers assemble on a quarterly basis to allow peer review of the performance of the operating groups, acquisitions, capital allocation, and financing, and to discuss best practices. We have generated significant cash flows, which we have redeployed in those VMS businesses that we believe will achieve the highest ROIC. We also perform selected post-acquisition reviews on certain acquisitions to document and share key learnings from the acquisition process.

Decentralized Management Structure: Our decentralized management structure is key to our continued revenue growth. We have experienced management teams operating in each VMS business, backed by infrastructure at the operating group level and a small corporate head office. The corporate head office provides financial and strategic expertise with respect to capital allocation, acquisitions, finance, tax, compensation policy and recruitment, and attempts to share best practices.

We have six operating groups which currently service customers in more than 70 different vertical markets worldwide. There are many VMS businesses within each of our operating groups. Each VMS business has a manager, a long-term business plan and separately tracked financial reporting. Each of our operating group management teams, together with their corresponding VMS business managers, is familiar with our corporate culture and operating philosophy. We encourage each of our teams to pursue key success factors including market share leadership and industry leading customer retention. We regularly monitor and measure each VMS businesses’ performance through operating ratios and metrics including profitability and growth as measured by ROIC and net revenue growth. The majority of our incentive compensation is linked to these two performance metrics.

Each of our VMS business managers is motivated to administer their business in a highly focused manner. They are encouraged to leverage their respective market knowledge in order to maximize the growth opportunities, profitability and return on invested capital within their business. Our corporate head office sets growth and profitability objectives and, with assistance from the operating group managers, determines how to best allocate capital among the VMS businesses by assessing their (i) operational track record, (ii) ability to generate organic growth, and (iii) potential for acquisitions.

Our decentralized management structure has allowed us to create management teams with key

customer relationships and deep market knowledge that are more focused and responsive than would be the case under a centralized management model. These teams provide our corporate head office and operating group managers with the ability to concentrate on issues such as capital allocation and the tracking of overall performance, while the VMS business managers concentrate on maximizing profitability and pursuing organic initiatives and tuck-in acquisitions. This creates a high degree of scalability within our business model, and provides us with the opportunity to continue growing over both the short and long-term.

Build

Once an acquired VMS business begins to achieve targeted profitability, we focus on building the business through both organic and acquired growth as follows:

Organic ‘‘Initiatives’’: One way that we accomplish our goals of building high market share and growing our share of our customers’ information technology (“IT”) spending is through a series of investments in the development of new add-on modules to existing software solutions and marketing these enhanced solutions to both existing and new markets. We refer to these investments as ‘‘initiatives’’ and they are made with the intention of achieving positive cash flows within five years, and generating superior financial returns over a seven to ten year time frame. Each initiative is championed by an employee who is primarily responsible for writing that initiative’s business plan and monitoring and updating it on a quarterly basis, gathering and sharing market and competitive information and coordinating the resources invested in the initiative.

We establish from time to time, what we consider to be an acceptable after-tax internal rate of return (“IRR”) as a hurdle rate for all of our new initiatives and acquisitions.

Tuck-In Acquisitions: We believe that at times it can be more economical to acquire market share, additional products or technology and/or a complementary VMS business rather than build it. We regularly monitor acquisition targets in vertical markets in which we currently operate. Successful integration of tuck-in acquisitions enables us to offer a more comprehensive suite of products to our customers and/or service our customers at a lower cost, enhancing our competitive advantages.

Repeating the Process

Finally, we seek to enter new vertical markets through platform acquisitions and, in some cases, new organic initiatives that allow us to repeat the process above so as to further accelerate our growth, and maximize our ROIC. Given our extensive acquisition experience and successful track record, we believe that we are well positioned to acquire, manage and build attractive VMS businesses in new markets.

Capital Allocation

At the heart of our business model is the effective allocation of our capital. By acquiring, managing and building VMS businesses with the potential to achieve leading market share, we believe we have a higher probability of earning above average returns on our invested capital due to the economies of scale that we can achieve in:

•

research and development through the allocation of fixed development costs over a larger customer base

•

sales and marketing by selling multiple products through the same sales and marketing infrastructure while benefiting from the network effect of increased market share

•

general and administration expenses through the absorption of fixed costs (such as components of accounting, premises, administration and human resources management) over a larger revenue base

We have developed and employ operating ratios, metrics, benchmarks and processes in order to maximize the IRR across our entire organization. Our implementation and use of capital allocation policies has enabled us to realize a strong lifetime IRR for our investors. We monitor and analyze performance at (i) the operating group level and (ii) the VMS business level and then use that analysis as a basis to make decisions about how best to deploy the capital that we generate.

We think about our VMS businesses as having (i) core businesses, which generally consist of our existing customers and products, that have stable growth and produce significant profits, (ii) organic initiatives that have the potential to generate additional growth and profitability in the future, and (iii) prospective tuck-in acquisitions that have the potential to enhance revenue growth and profitability.

Capital Allocation among Tuck-In Acquisitions and Organic Initiatives: Management teams within each of our operating groups and VMS businesses recommend how best to deploy capital. The following chart shows (i) the decision-making responsibilities and hierarchy that we use in deploying capital for tuck-in acquisitions and organic initiatives that have the prospect of generating high returns on incremental capital, and (ii) the repatriation of capital from those VMS businesses that do not have the prospect of generating high returns on capital:

Capital Allocation Framework

LOGO

As an organization, we invest significant time and resources in tracking more than 10,000 acquisition prospects of interest to us and in building relationships with their owners and managers. We review the pool of potential tuck-in and platform acquisition opportunities on a regular basis.

All of our operating group cash flow (excluding operating cash flows generated by TSS) is notionally available to our corporate head office. Our corporate head office aggregates the cash flows from the individual operating groups and then decides where to redeploy this capital in order to generate the highest IRR. Capital is allocated based upon projected IRR which is influenced by the relative attractiveness of a market, the strategic position of the VMS business and the management team’s performance. Corporate head office approves all significant investments, whether they consist of acquisitions or initiatives. In practice, the operating group cash flow is offset against their approved investments in acquisitions and initiatives and only the remainder is returned to head office.

Capital Allocation and Our Compensation Plan: The objective of our compensation plan is to reward employees for working towards our corporate goal of increasing shareholder value. We believe that shareholder value is created by managing two financial components over the long term: profitability and growth. As such, our corporate bonus plan, which compensates employees at all levels of our organization, is based upon each operating group’s ROIC and revenue growth. The long term focus is accomplished by mandating that a significant portion of the incentive compensation for senior executives be reinvested in shares of the Company that are subject to restrictions on resale for a period of five years. These restrictions require senior executives to hold 100% of their shares for the first two years following acquisition, and then only one third of such shares may be sold in each of years three, four and five.

Our bonus plan encourages employees to participate through share ownership in the value that they have created.

Operating Groups

The following table shows, by operating segment as at March 30, 2015, our six operating groups and the primary vertical and geographic markets in which they operate:


Operating Group	Primary and Vertical Markets	Primary Geographic Markets

*Public Sector*

Volaris Operating Group	Public Transit Operators	North America, UK, Continental Europe, Australia, New Zealand, South Africa, Hong Kong, Singapore
	Paratransit Operators	North America, UK, Continental Europe, Australia, New Zealand
	School Transportation	North America, UK, Continental Europe
	Non-emergency Medical	North America, UK, Continental Europe
	Ride Share	North America, Australia
	Local Government	UK, Continental Europe
	Agri-business	North America, UK, Australia, South Africa
	Rental	North America, UK, Central Europe, South Africa, South


Operating Group	Primary and Vertical Markets	Primary Geographic Markets

		America, United Arab Emirates, China

	Court	North America, Australia

	Asset Management	North America, UK, Continental Europe, Australia, New Zealand, South Africa, United Arab Emirates
	Fleet and facility management	North America, Continental Europe

	Collections Management	North America

	District Attorney	North America, UK, Continental Europe

	Taxi Dispatch Benefits Administration Insurance School and special library	North America UK, Continental Europe North America North America, UK, Australia, New Zealand
	Communications Credit unions Drink distribution Higher education	North America, UK UK UK UK, North America

Harris Operating Group	Electric Utilities Water Utilities Asset management Municipal School Administration Public Safety Healthcare	North America North America North America North America North America North America North America, UK, Caribbean

Total Specific Solutions Operating Group	Healthcare Local government Financial services	Continental Europe Continental Europe Continental Europe

*Public Sector*

Jonas Operating Group	Private Clubs and Daily Fee Golf Courses	North America, UK, South Africa, United Arab Emirates
	Construction Event management Food Services Health Clubs	North America North America North America North America, UK, Australia
	Moving and Storage Metal Service Centres Attractions	North America North America, UK North America, Australia



	Leisure Centres Education Radiology & Laboratory Information Services Product Licensing	UK, Australia UK Australia North America, UK, Continental Europe, Australia

	Salons and spas	Australia, New Zealand, North America, Europe

Perseus Operating Group (formerly known as Homebuilder Operating Group)	Homebuilders Lease Management Financial Services Winery Management Buy Here Pay Here Dealers RV and Marine Dealers	North America North America North America North America North America North America

	Pulp & Paper Manufacturers Real Estate Brokers & Agents Outdoor Equipment Dealers Agriculture Equipment Dealers Pharmaceutical and Biotech Manufacturers Healthcare Electronic Medical Records Auto clubs	North America, Continental Europe, South America, Australia North America North America UK North America, Continental Europe North America North America

	Home & community care Long-term care	North America, Australia, New Zealand North America, Australia, New Zealand

Vela Operating Group	Window Manufacturers	North America, UK, Continental Europe, Australia

	Cabinet Manufacturers	North America, UK

	Made-to-order Manufacturers	North America, UK

	Public Housing Authorities	North America

	Housing Finance Agencies Municipal Treasury & Debt Real Estate Brokers and Agents	North America North America North America

	Window and Other Dealers Multi-Carrier Shipping Supply Chain Optimization Multi-Channel Distribution Wholesale Distribution Third Party Logistics WMS	North America, UK, Continental Europe North America North America, UK, Continental Europe, Australia North America Australia, New Zealand North America



		Retail Management and Distribution		North America, Australia
		Association Management		Australia, Singapore

		Tire Distribution		North America
		Tour operators		Continental Europe, North America, UK
		Textiles and apparel		Continental Europe, North America, UK, Australia, New Zealand

Products

We have numerous software products that we sell, service, support and enhance. We have at least one software product in each of our vertical markets and often develop and support multiple product lines in a particular vertical market. In addition, and as a complement to our acquired and internally developed software products, we license certain technologies used in our software products from third parties, generally on a non-exclusive basis. Our products are typically designed to assist our customers in automating as many aspects of their business processes as is practical. While our strategy is to provide mission critical software solutions to all of our customers, the particular software products that we develop can vary substantially across vertical markets. For example, in the public transit market one of the mission critical aspects of the business that we help automate is the scheduling and routing of vehicles. In the private club market we focus on providing membership accounting and point of sale solutions. Our goal is to continue to focus our efforts on software products specialized for specific vertical markets.

Sales and Distribution Strategy

We use direct sales forces in most of our major markets as our primary distribution channel. We believe that direct sales teams increase our visibility and market penetration, encourage long-term customer contact and facilitate sales of additional products. Our sales and marketing teams work primarily within dedicated sales groups for each of the vertical markets that we currently serve. Our sales and marketing strategy is to provide relevant business expertise directly to target customers by using sales representatives with strong industry specific knowledge. We use a combination of field sales and inside sales where appropriate. Generally, our field sales teams focus on identifying and selling to new customers, while our inside sales teams focus on selling additional software solutions to our existing customers. Part of our ongoing revenue growth is achieved through selling complementary products and/or services to existing customers. We also support our sales efforts with marketing that creates awareness of our products through appearances at major trade shows, advertising in trade magazines, staging user group meetings, and the creation of informative websites.

Research and Development

Our product development strategy combines innovation and the introduction of new technologies with our commitment to the long-term support of our customers’ current systems. Our research and development activities are focused on designing, developing, testing and integrating new add-on products which enhance the features and functionality of our existing software solutions. We also seek to offer streamlined upgrade and migration tools for our customers.

We rely primarily on our in-house capabilities to develop our software solutions using industry standard software development tools. However, when it is not strategic to our business and is more

cost effective, we will license certain technology components from third party providers.

Intellectual Property

In accordance with industry practice, we rely on a combination of contractual provisions and patent, copyright, trademark and trade secret laws to protect our proprietary rights in our products. We generally license the use of our products to our customers rather than transferring title to them. These licenses contain terms and conditions prohibiting the unauthorized reproduction, disclosure, reverse engineering or transfer of our products. In addition, we attempt to protect our trade secrets and other proprietary information through agreements with suppliers, employees and consultants.

The source code versions of our products are protected as trade secrets and as unpublished copyright works although effective copyright protection may not be available in some countries in which we license or market our products. We recognize that patent law may offer some protection for our current and future products, and we have a program to identify and seek patent protection for some elements of our products. We currently possess only a limited number of patents. All material components of our products have been developed by employees or other developers most of whom have assigned all rights to us, except for commercially-available components.

Foreign Operations

For fiscal 2014, approximately 52% of our revenues were transacted in the United States, 12% in Canada, 31% in UK/Europe and 5% in the rest of the world. No single customer accounted for more than 2% of our total revenues in fiscal 2014. For more details, see the financial statement note entitled “Operating segments” included in the consolidated financial statements for the year ended December 31, 2014, a copy of which is filed and is available on SEDAR at www.sedar.com.

Competition

Competition for the licensing of vertical market software is generally based upon several factors including product features, the availability of high quality maintenance and support, price and the knowledge of the software vendor’s sales team. We typically operate within vertical markets where there is limited competition from larger software vendors. While many of the larger software companies compete with us within select markets, they rarely have industry specific solutions that closely meet the needs of the customers which we target.

We often target markets that have a fragmented competitive landscape. As a result, we have numerous competitors in each of our vertical markets. In those markets, we primarily compete against smaller software companies who lack the capital resources and long-term orientation to effectively grow their market share. Such companies typically offer a limited suite of software solutions and struggle to provide more comprehensive enterprise-wide software solutions.

Our primary competitors in the public sector include Xerox, CCG Systems, Inc., Chevin Fleet Solutions, Clever Devices, Giro Inc., IBM-MRO Software, Inc., IBM TRIRIGA, INIT AG, IVU Traffic Technologies AG, Logibec Groupe Informatique Ltd., Meditech Health Services, Inc., OpenLink, Oracle Corporation, Pearson PLC, SAP AG, SunGard Capital Corp, Tyler Technologies, Inc., Vix Technologies, Lumiplan, Scheid & Bachmann, Höft und Wessel, INFOR, ISCS Inc., MajescoMastek, Cisco Systems Inc, McKesson Corporation, Cerner Corporation, Epic Systems Corporation, Thomson Reuters Corporation, ACCEO Solutions Inc., Allscripts Healthcare Solutions Inc., athenahealth Inc., National Information Solutions Cooperative, and Tritech Software Systems.

In the private sector, our primary competitors include 20-20 Technologies, Oracle Corporation, Sage Software Inc., View Point Construction Software Inc., Mindbody Inc., Roper Industries, Inc., Yardi Systems Inc. and ABC Financial Services, Inc.

Employees

For fiscal 2014, we had an average of approximately 8,801 full-time employees globally. As at December 31, 2014, we had 9,251 full-time employees. No union represents any of our employees in their employment relationship with us although a number of our European businesses have workers’ councils.

Facilities

Our head and registered office is located at 20 Adelaide Street East, Suite 1200, Toronto, Ontario, M5C 2T6. We have more than 200 other offices worldwide including in Burnaby, Boisbriand, Calgary, Charlottetown, Markham, Mississauga, Montreal, Rimouski, Waterloo, Vancouver and Ottawa in Canada; Aarhus in Denmark; La Spezia in Italy; Karachi in Pakistan; Bad Honnef and Pohlheim in Germany; Neuhausen in Switzerland; Wiltshire and Birmingham in the United Kingdom; Oosterhout, Den Bosch, and Apeldoorn in the Netherlands; Cluj in Romania; and Scottsdale, Arizona; Deerfield, Illinois; Cedar Rapids, Iowa; Alpharetta and Warner Robins, Georgia; Maitland, Florida; Williston, Vermont; Hatboro and Wayne, Pennsylvania; Plano and Houston, Texas; Redmond, Washington; Reston, Virginia; Easley, South Carolina; Mobile, Alabama; Ontario, West Hills and San Diego, California; Framingham, Massachusetts; and Merrimack, New Hampshire in the U.S.

Risk Factors

The Company’s business is subject to a number of risk factors, including those risk factors set forth below and also those included in our most recently filed Management’s Discussion and Analysis available at www.sedar.com. Additional risks and uncertainties not presently known to us or that we currently consider immaterial also may impair our business and operations and cause the price of our securities to decline. The Company’s external counsel advise us that securities regulations require that we provide a list of risk factors which might influence an investor’s decision to purchase CSI’s securities. As managers and directors, we do not believe that the next ten pages of risk factors will add materially to your understanding of our business, but they are in form and substance, similar to what other companies like CSI provide. They do include quite a number of possible, though not necessarily probable, reasons for future setbacks.

We cannot assure you that we will sustain profitability in the future. If we do not maintain profits our share price may decline.

As we continue to grow our business, our operating expenses and capital expenditures may increase, and as a result, we will need to generate additional revenue to maintain profitability. If our revenues decline we may not be able to sustain profitability because many of our expenses are fixed in the short term and cannot be easily or quickly reduced. A failure to maintain profitability could materially and adversely affect our business.

We periodically review the estimated value of acquired intangibles and goodwill to determine whether any impairment exists and we could write-down a portion of our intangible assets and goodwill as part of any such future review, which occurs when impairment indicators exist or, in

the case of goodwill, at least once annually. We occasionally review opportunities to reorganize operations, and may record restructuring charges in connection with any such reorganization. Any write-down of intangible assets or goodwill or restructuring charges in the future could affect our results of operations materially and adversely and as a result our share price may decline.

Our quarterly revenues and operating results may fluctuate.

Factors which may cause our revenues and operating results to fluctuate include:

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the demand for our software products and the market conditions for technology spending;

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patterns of capital spending and changes in budgeting cycles by our customers;

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the timing of acquisitions and related costs;

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our ability to acquire or develop (independently or through strategic relationships with third parties), to introduce and to market new and enhanced versions of our software products on a timely basis;

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the number, timing and significance of new software product announcements and releases by us or our competitors;

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the level of software product and price competition;

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the geographical mix of our sales, together with fluctuations in foreign currency exchange rates;

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market acceptance of new and enhanced versions of our software products;

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changes in personnel and related costs;

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the amount and timing of operating costs and capital expenditures relating to the expansion of our business;

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changes in the pricing and the mix of software solutions that we sell and that our customers demand;

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seasonal variations in our sales cycles; and

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order cancellations and shipment delays.

In addition, we expect that a substantial portion of our revenue will continue to be derived from renewals of maintenance arrangements with our customers. These maintenance arrangements typically last from three months to 12 months, and the timing of cash collections of related revenues varies from quarter to quarter.

In addition, our new license revenue may fluctuate significantly on a quarterly and annual basis in the future, as a result of a number of factors, many of which are outside of our control. The sale of a new license generally requires a customer to make a purchase decision that involves a significant commitment of capital.

We may be unable to identify and complete suitable platform and tuck-in acquisitions.

We cannot be certain that we will be able to identify suitable new acquisition candidates that are available for purchase at reasonable prices. Even if we are able to identify such candidates, we may be unable to consummate an acquisition on suitable terms. When evaluating an acquisition opportunity, we cannot assure you that we will correctly identify the risks and costs inherent in the business that we are acquiring. If we were to proceed with one or more significant future acquisitions in which the consideration consisted of cash, a substantial portion of our available cash resources may be used or we may have to seek additional financing to complete such acquisitions.

Any failure to manage our growth through acquisitions effectively or integrate other businesses

we acquire may lead to a disruption in our operations and adversely affect our operating results.

Since our inception we have made more than 230 acquisitions and we plan to continue to make acquisitions in the future. Growth and expansion resulting from future acquisitions may place a significant demand on our management resources. Integration of our completed acquisitions and any future acquisitions involves a number of special risks, including the following:

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failure to integrate successfully the personnel, information systems, technology, and operations of the acquired business;

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failure to maximize the potential financial and strategic benefits of the transaction;

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failure to realize the expected synergies from acquired businesses;

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possible impairment of relationships with employees and customers as a result of any integration of new businesses and management personnel;

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possible losses from liabilities assumed in customer contracts;

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impairment of goodwill; and

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reductions in future operating results from amortization of intangible assets.

Future acquisitions are accompanied by the risk that the obligations and liabilities of an acquired company may not be adequately reflected in the historical financial statements of such company and the risk that such historical financial statements may be based on assumptions, which are incorrect or inconsistent with our assumptions or approach to accounting policies. We may not be able to manage such expansion effectively and any failure to do so could lead to a disruption in our business, a loss of customers and revenue, and increased expenses.

We may acquire contingent liabilities through acquisitions that could adversely affect our operating results.

We may acquire contingent liabilities in connection with acquisitions we have completed, which may be material. Although management uses its best efforts to estimate the risks associated with these contingent liabilities and the likelihood that they will materialize, their estimates could differ materially from the liabilities actually incurred.

Demand for our software solutions may fluctuate with market conditions which may reduce our profitability in the future.

We depend upon the capital spending budgets of our customers. World and regional economic conditions have, in the past, adversely affected our licensing and support revenue. If economic or other conditions reduce our customers’ capital spending levels, our business, results of operations and financial condition may be adversely affected. In addition, the purchase and implementation of our software solutions can constitute a major portion of our customers’ overall IT budget, and the amount customers are willing to invest in acquiring and implementing such software solutions has tended to vary in response to economic, financial or other business conditions. Challenging economic conditions may also impair the ability of our customers to pay for software solutions they have purchased. As a result, reserves for doubtful accounts may increase.

If our customers demand performance guarantees, the costs and risks associated with offering our software solutions may increase.

We and our competitors are sometimes requested to provide specific performance guarantees with

respect to the functionality of certain aspects of our software solutions. Similarly, we have been requested to quote fixed-price bids for our software solutions. These requests present risks, because implementations of our software solutions are rarely identical, and therefore we cannot accurately predict precisely what will be required to meet these performance standards. If these guarantees and fixed price bids become more common, our profitability may be affected.

We face competition from other software solutions providers, which may reduce our market share or limit the prices we can charge for our software solutions.

Given that we serve numerous vertical markets, we face competition from a large number of competitors ranging in size from small private companies with annual revenues of less than $1 million per year to the larger enterprise resource planning vendors. As a result in certain market segments, competition can be intense, and significant pricing pressure may exist. To maintain and improve our competitive position, we must continue to develop and to introduce, in a timely and cost-effective manner, new software solutions. In addition, we expect that a substantial portion of our revenue will continue to be derived from renewals of maintenance arrangements with our customers. Although we have experienced relatively stable and predictable attrition relating to these arrangements, increased competition could reduce the need for our maintenance services, as customers could decide to replace our software applications with a competitor’s applications or arrange for a third party to provide maintenance services.

We anticipate additional competition as other established and emerging companies enter the market for our software products and as new products and technologies are introduced. For example, companies that historically have not competed in one of our market segments could introduce new applications based on newer product architectures that could provide for functionality similar to or better than our software products. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties, thereby increasing the ability of their products to better address the needs of our prospective customers. This risk has increased as our industry trends toward consolidation. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and rapidly gain significant market share. This competition could result in price reductions, fewer customer orders, reduced gross margins and loss of market share for our software products.

Some of our competitors and potential competitors have greater financial, technical, marketing, and other resources, greater name recognition, and a larger installed base of customers than we do. The products of some of our competitors are based on more advanced product architectures or offer performance advantages compared with some of our more mature products. Our competitors may be able to respond more quickly to new or emerging technologies and changes in customer requirements or may devote greater resources to the development, promotion, and sale of their products than we do. Many competitive factors affect the market for our products and our ability to earn maintenance, professional services and new license revenue. Some of these factors are: vendor and product reputation; industry-specific expertise; cost of ownership; ease and speed of implementation; customer support; product architecture, quality, price and performance; product performance attributes, such as flexibility, scalability, compatibility, functionality and ease of use; and vendor financial stability.

If we cannot attract and retain qualified sales personnel, customer service personnel, and software developers, we may not be able to sell and to support our existing products or to develop new products.

We depend on key technical, sales, and senior management personnel. Many of these individuals

would be difficult to replace if they were to leave our employment. In addition, our success is highly dependent on our continuing ability to identify, hire, train, assimilate, motivate, and retain highly qualified personnel, including recently hired officers and other employees. Any such new hire may require a significant transition period prior to making a meaningful contribution to the Company. Periodically, competition for qualified employees is intense in the technology industry, and we have in the past experienced difficulty recruiting qualified employees. Our failure to attract and to retain the necessary qualified personnel could seriously harm our operating results and financial condition.

Our future growth depends, in part, upon our ability to develop new products and to improve existing software products. Our ability to develop new software solutions and to enhance our existing software solutions will depend, in part, on our ability to recruit and to retain top quality software programmers. If we are unable to hire and to retain sufficient numbers of qualified programming personnel, we may not be able to develop new software solutions or to improve our existing software solutions in the time frame necessary to execute our business plan.

The loss of our rights to use software currently licensed to us by third parties could increase our operating expenses by forcing us to seek alternative technology and adversely affect our ability to compete.

We license certain technologies used in our products from third parties, generally on a non-exclusive basis. The termination of any of these licenses, or the failure of the licensors to adequately maintain or update their products, could delay our ability to ship our products while we seek to implement alternative technology offered by other sources and require significant unplanned investments on our part. In addition, alternative technology may not be available on commercially reasonable terms. In the future, it may be necessary or desirable to obtain other third-party technology licenses relating to one or more of our products or relating to current or future technologies to enhance our product offerings. There is a risk that we will not be able to obtain licensing rights to the needed technology on commercially reasonable terms, if at all.

Several members of our senior management team are important to our business and if these individuals do not remain with us in the future it may have a negative impact on our financial condition and results of operations.

Our future success depends on the continued efforts and abilities of our senior management team. Their skills, experience and industry contacts significantly benefit us. Although we have employment and non-competition agreements with members of our senior management team we cannot assure you that they or our other key employees will all choose to remain employed by us. If we lose the services of one or more of these individuals, or if one or more of them decide to join a competitor or otherwise compete directly or indirectly with us, our business, operating results, and financial condition could be harmed. We do not maintain key man life insurance on any of our employees.

We may experience customer attrition, which could affect our revenues more adversely than we expect, and we may be unable to adapt quickly to such attrition. Any significant reduction in revenues as a result of such attrition may have a material adverse effect on our business, results of operations or financial condition.

We expect that a substantial portion of our revenue will continue to be derived from renewals of quarterly and annual maintenance arrangements with our customers, and, to a lesser extent, from professional services engagements for these customers. Although we believe we have strong

customer retention rates, attrition in our customer base does occur when existing customers elect not to renew their maintenance arrangements and cease purchasing professional services from us. Customer attrition occurs for a variety of reasons, including a customer’s decision to replace our software product with that of a competing vendor, to purchase maintenance or consulting services from a third-party service provider, or to forego maintenance services altogether. It can also occur when a customer is acquired or ceases operations.

Historically, we have been able to replace more than the revenue lost through attrition with new revenue from maintenance services as well as from price increases for maintenance services. However, any factors that adversely affect the ability of our software products to compete with those available from others, such as availability of competitors’ products offering more advanced product architecture, superior functionality or performance or lower prices, or factors that reduce demand for our maintenance services, such as intensifying price competition, could lead to increased rates of customer attrition.

Currency exchange rate fluctuations and other risks associated with our international operations may adversely affect our operating results.

We are subject to risks of doing business internationally, including fluctuations in currency exchange rates, increases in duty rates, difficulties in obtaining export licenses, difficulties in the enforcement of intellectual property rights and political uncertainties. Our most significant international operations are in the United States, United Kingdom, Switzerland and the Netherlands. We currently do not typically use derivative instruments to mitigate our exposure to those risks. Although most of our businesses are organized geographically so that many of our expenses are incurred in the same currency as our revenues thus mitigating some of our exposure to currency fluctuations, we are still subject to some foreign currency risk. We may choose to enter into forward foreign exchange contracts from time to time with the objective of mitigating volatility in profit or loss but there is no assurance that these hedging strategies will be effective.

Revenues and expenses generated in foreign currencies are translated at exchange rates during the month in which the transaction occurs. We cannot predict the effect of foreign exchange losses in the future; however, if significant foreign exchange losses are experienced, they could have a material adverse effect on our business, results of operations, and financial condition. In addition, fluctuations in exchange rates could affect the pricing of our products and negatively influence customer demand.

Additional risks we face in conducting business internationally include longer payment cycles and difficulties in managing international operations. These include constraints associated with local laws regarding employment, difficulty in enforcing our agreements through foreign legal systems, complex international tax and financial reporting compliance requirements, and the adverse effects of tariffs, duties, price controls or other restrictions that impair trade.

We may have exposure to unforeseen tax liabilities.

We are subject to income taxes as well as non-income based taxes, in Canada, the United States and various foreign jurisdictions and our tax structure is subject to review by numerous taxation authorities. Significant judgment is required in determining our worldwide provision for income taxes and other tax liabilities. In the ordinary course of a global business, there are many inter-company transactions and calculations where the ultimate tax determination is uncertain. Although we strive to ensure that our tax estimates and filing positions are reasonable, we cannot assure you that the final determination of any tax audits and litigation will not be different from what is reflected in our historical income tax provisions and accruals, and any such differences may materially affect our operating results for the affected period or periods.

In July 2012, a subsidiary of the Company received a notice of reassessment for the 2004 taxation year from the Canadian tax authorities (“CRA”) which increased taxable income of the subsidiary by approximately $20 million relating to a gain on the sale of property between entities under common control. As a result of the notice of reassessment, the CRA has determined that the subsidiary owes approximately $6 million in federal tax and interest and approximately $5 million in provincial tax and interest. In order to appeal the reassessment, the subsidiary paid $8 million in September 2012 representing 50% of the amount owing from the federal reassessment and 100% of the amount owing from the provincial reassessment. At this stage, the Company believes the proposed reassessment is without merit and is challenging the reassessment. In February 2013, the Company filed an appeal with the Tax Court of Canada. The Company believes that it has adequately provided for the probable outcome in respect of this matter and as such no additional provision has been recorded in the Company’s financial statements. There is no assurance, however, that the Company’s appeal will be successful and, if unsuccessful, the Company’s future financial results and tax provisions could be adversely affected.

The Company is subject to various other income tax audits by various authorities in respect of prior periods that could result in additional tax expense in future periods. While the outcome of such other outstanding audits and claims remains uncertain, it is expected that they will be resolved without a material impact to the Company’s financial position.

We also have exposure to additional non-income tax liabilities. We are subject to non-income taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes, in Canada, the United States and various foreign jurisdictions.

Impact of geopolitical and other global or local events may have a significant effect on our operations.

Various events, including natural disasters, extreme weather conditions, labour disputes, civil unrest, war and political instability, terrorism, contagious illness outbreaks, and environmental disasters or the perceived threat of these events, may cause a disruption of our normal operations and may disrupt the domestic and international travel of our sales and other personnel. The sales cycle for our products includes a period of education for potential customers on the use and benefits of our software solutions, as well as the integration of our software solutions with additional applications utilized by individual customers. Any disruption in the ability of our personnel to travel could have a material and adverse impact on our ability to complete this process and to service these customers, which could, in turn, have a material adverse effect on our business, results of operations and financial condition. In addition, these events or the perceived threat of these events may require us to reorganize our day-to-day operations to minimize the associated risks. Any expense related to the reorganization of our day-to-day operations, even on a short-term

basis, could also have a material adverse effect on our business, results of operations and financial condition.

Potential divestitures may reduce revenues in the short term and create uncertainty among our employees, customers and potential customers, which could harm our business.

We have in the past divested one majority owned software business. Although we have not divested any material businesses in the last ten years, any divestitures could result in a short-term reduction in revenue and could harm our results of operations if we were not able to reduce expenses accordingly or to generate offsetting sources of revenue. To the extent that our consideration of these potential divestitures became known prior to their completion, we could face the risk, among others, that customers and potential customers of the VMS business in question might be reluctant to purchase our software solutions during this period. In addition, we face the risk that we may be unable to retain qualified personnel within the applicable VMS business during this period. Poor economic conditions and a lack of access to the credit markets may lead to difficulty in finding interested buyers for any proposed divestitures. These risks could prevent us from successfully completing on favourable terms, or at all, divestitures that would otherwise be beneficial to us, and may in the process weaken business divisions that we are considering for divestiture. Any of these events could result in a loss of customers, revenues, and employees and could harm our results of operations.

Some of the markets for our software products are characterized by periodic technological advances, and we must improve our software products to remain competitive.

Periodic technological change and associated new product introductions and enhancements characterize the software industry in general. Our current and potential customers increasingly require greater levels of functionality and more sophisticated product offerings. In addition, the life cycles of many of our software products are difficult to estimate. While we believe some of our software products may be nearing the end of their product life cycles, we cannot estimate the decline in demand from our customers for maintenance related to these software products. Accordingly, we believe that our future success depends upon our ability to enhance current software products and to develop and to introduce new products offering enhanced performance and functionality at competitive prices in a timely manner, and on our ability to enable our software products to work in conjunction with other products from other suppliers that our customers may utilize. Our failure to develop and to introduce or to enhance products in a timely manner could have a material adverse effect on our business, results of operations, and financial condition.

We may be unable to respond on a timely basis to the changing needs of our customer base and the new applications we design for our customers may prove to be ineffective. Our ability to compete successfully will depend in large measure on our ability to bring to market effective new products or services, to maintain a technically competent research and development staff, and to adapt to technological changes and advances in the industry. Our software products must remain compatible with evolving computer hardware and software platforms and operating environments. We cannot assure you that we will be successful in these efforts. In addition, competitive or technological developments and new regulatory requirements may require us to make substantial, unanticipated investments in new products and technologies, and we may not have sufficient resources to make these investments. If we were required to expend substantial resources to respond to specific technological or product changes, our operating results would be adversely affected.

If we are unable to protect our proprietary technology and that of the VMS businesses that we acquire, our competitive position could be adversely affected.

We have relied, and expect to continue to rely, on a combination of copyright, trademark and trade-secret laws, confidentiality procedures, and contractual provisions to establish, maintain, and protect our proprietary rights. Although patents generally provide greater protection of software products than do trade secrets or copyrights, we currently possess only a limited number of patents. We typically enter into agreements with our employees, consultants, customers, partners and vendors in an effort to control ownership of our intellectual property and access to and distribution of our software, documentation and other proprietary information. Despite these precautions, there may be authors of some of the intellectual property that form parts of our software products who have not assigned their intellectual property rights to us and who have not waived their moral rights with respect thereto. The steps we take may not prevent misappropriation of our intellectual property, and the agreements we enter into may not be enforceable. Despite our efforts to protect our proprietary rights in our intellectual property and that of other businesses we may acquire, unauthorized parties may copy or otherwise obtain and use our proprietary technology or obtain information we regard as proprietary. Policing unauthorized use of our technology, if required, may be difficult, time-consuming, and costly. Our means of protecting our technology may be inadequate.

Third parties may apply for and obtain patent protection for products and services that are similar to our software solutions. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or services or to obtain and to use information that we regard as proprietary. Third parties may also independently develop similar or superior technology without violating our proprietary rights. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent, as do the laws of Canada and the United States.

Trademark protection is an important factor in establishing product recognition. Our inability to protect our trademarks from infringement could result in injury to any goodwill which may be developed in our trademarks. Moreover, we may be unable to use one or more of our trademarks because of successful third-party claims.

Claims of infringement are becoming increasingly common as the software industry develops and legal protections, including patents, are applied to software products. Although we believe that our software products and technology do not infringe proprietary rights of others, litigation may be necessary to protect our proprietary technology and third parties may assert infringement claims against us with respect to their proprietary rights.

Any claims or litigation can be time consuming and expensive regardless of their merit. Infringement claims against us could cause product release delays, require us to redesign our products or to enter into royalty or license agreements that may not be available on terms acceptable to us, or at all.

Software product development delays could harm our competitive position and reduce our revenues.

If we experience significant delays in releasing new or enhanced software products, our position in the market could be harmed and our revenue could be substantially reduced, which would adversely affect our operating results. We have experienced software product development delays in the past and may experience delays in the future. In particular, we may experience software product development delays associated with the integration of recently acquired software products

and technologies. Delays may occur for many reasons, including the inability to hire a sufficient number of developers, discovery of bugs and errors, or the inability of our current or future software products to conform to customer and industry requirements.

Our software products may contain errors or defects that could result in lost revenue, delayed or limited market acceptance, or product liability claims with substantial litigation costs.

As a result of their complexity, software products may contain undetected errors or failures when entering the market. Despite testing performed by us and testing and use by current and potential customers, defects and errors may be found in new software products after commencement of commercial shipments or the offering of a network service using these software products. In these circumstances, we may be unable to successfully correct the errors in a timely manner or at all. The occurrence of errors and failures in our software products could result in negative publicity and a loss of, or delay in, market acceptance of those software products. Such publicity could reduce revenue from new licenses and lead to increased customer attrition. Alleviating these errors and failures could require significant expenditure of capital and other resources by us. The consequences of these errors and failures could have a material adverse effect on our business, results of operations, and financial condition.

Because many of our customers use our software products for business-critical applications, any errors, defects, or other performance problems could result in financial or other damage to our customers. Our customers or other third parties could seek to recover damages from us in the event of actual or alleged failures of our software solutions. We have in the past been, and may from time to time continue to be, subject to these kinds of claims. Although our license agreements with customers typically contain provisions designed to limit our exposure to potential claims, as well as any liabilities arising from these claims, the provisions may not effectively protect against these claims and the liability and associated costs. Accordingly, any such claim could have a material adverse effect upon our business, results of operations, and financial condition. In addition, defending this kind of claim, regardless of its merits, or otherwise satisfying affected customers, could entail substantial expense and require the devotion of significant time and attention by key management personnel.

The hosting services of some of our products are dependent on the uninterrupted operation of data centers. Any unexpected interruption in the operation of data centers used could result in customer dissatisfaction and a loss of revenues.

Some of our VMS businesses provide hosting services in respect of some of our software products. These hosting services depend upon the uninterrupted operation of data centers and the ability to protect computer equipment and information stored in these data centers against damage that may be caused by natural disaster, fire, power loss, telecommunications or internet failure, unauthorized intrusion, computer viruses and other similar damaging events. If any of the data centers we use were to become inoperable for an extended period, we might be unable to provide our customers with contracted services. Although we take what we believe to be reasonable precautions against such occurrences, we can give no assurance that damaging events such as these will not result in a prolonged interruption of our services, which could result in customer dissatisfaction, loss of revenue and damage to our business.

As a provider of hosted services, we receive confidential information, including credit card and other financial and accounting data. There can be no assurance that this information will not be subject to loss, destruction, computer break-ins, theft, or other improper activity that could jeopardize the security of information for which we are responsible. Any such lapse in security

could expose us to litigation, loss of customers, or otherwise harm our business. In addition, any person who is able to circumvent our security measures could misappropriate proprietary or confidential customer information or cause interruptions in our operations.

We are currently, and may in the future become, subject to civil litigation, which if decided against us, could require us to pay judgments, settlements or other penalties and could potentially result in the dilution of our Common Shares.

In addition to being subject to litigation in the ordinary course of business, we may become subject to class actions, securities litigation or other actions, including anti-trust and anti-competitive actions.

Any litigation may be time consuming, expensive and distracting from the conduct of our daily business. The adverse resolution of any specific lawsuit could have a material adverse effect on our financial condition and liquidity.

In addition, the resolution of those matters may require us to issue additional Common Shares, which could potentially result in the dilution of our Common Shares. Expenses incurred in connection with these matters (which include fees of lawyers and other professional advisors and potential obligations to indemnify officers and directors who may be parties to such actions) could adversely affect our cash position.

The market price of the Common Shares will fluctuate.

The market price of the Common Shares will fluctuate due to a number of factors, including:

•

actual or anticipated changes in our results of operations;

•

changes in estimates of our future results of operations by management or securities analysts;

•

announcements of technological innovations or new software products by us or our competitors;

•

general industry changes; or

•

material acquisitions.

In addition, the financial markets have experienced significant price and value fluctuations that have particularly affected the market prices of equity securities of many software companies and that sometimes have been unrelated to the operating performance of these companies. Broad market fluctuations, as well as economic conditions generally and in the software industry specifically, may adversely affect the market price of the Common Shares.

Sales of substantial amounts of Common Shares by our existing shareholders, or the perception that these sales will occur, may cause the market price of the Common Shares to fall.

Our significant shareholders will have the ability to control certain corporate actions.

As at March 30, 2015, our executive officers, directors, principal shareholders and their affiliates beneficially own or control, directly or indirectly, approximately 5,256,029 Common Shares, which in the aggregate represents approximately 24.8% of the outstanding Common Shares. As a result, if some of these persons or entities act together, they will likely have the ability to control all matters submitted to shareholders for approval, including the election and removal of directors,

amendments to our articles of incorporation and by-laws and the approval of business combinations.

Our dividend policy may change. We may not pay dividends in the future.

The Board adopted a policy to pay quarterly dividends commencing April 2, 2012. Although we have paid dividends in the past, there may be circumstances where we may change our position on paying dividends. There is no guarantee we will pay dividends in future years. The dividend policy will be reviewed from time to time by our Board of Directors in the context of our earnings, financial condition and other relevant factors, including the availability of acquisition opportunities and other sources of capital. As indicated in the Company’s March 6, 2014 press release, the Company will not hesitate to reduce or even eliminate the current quarterly dividend if, at any time, other attractive sources of capital are not readily available. In addition, if the Company fails to pay interest owing on the Debentures in full in cash on any interest payment in respect of the Debentures, the Company will not be permitted to declare or pay dividends of any kind on the Common Shares until such time as the Company pays such interest to holders of Debentures. See “Description of Capital Structure – Debentures”.

No limit on indebtedness

The trust indenture dated November 19, 2014 between the Company and Computershare Trust Company of Canada (the “Indenture”) does not limit the ability of the Company to incur additional debt or liabilities (including senior indebtedness). In order to finance acquisitions from time-to-time, the Company expects to draw down additional indebtedness under its credit facility and may also issue additional Debentures at any time. The additional indebtedness will increase the interest payable by the Company from time-to-time until such amounts are repaid, which will represent an increase in the Company’s cost and a potential reduction in the Company’s income. In addition, the Company may need to find additional sources of financing to repay these amounts when they become due. There can be no guarantee that the Company will be able to obtain financing on terms acceptable to it or at all at any such time.

DIVIDENDS

Dividends

Since January 1, 2012, we have declared the following cash dividends on each of our Common Shares and Non-Voting Shares, as applicable:


Class of Shares	Date of Payment	Amount of Dividend Per Share	Record Date for Payment

Common	April 3, 2015	US$1.00 (quarterly)	March 18, 2015

Common	January 5, 2015	US$1.00 (quarterly)	December 17, 2014

Common	October 3, 2014	US$1.00 (quarterly)	September 17, 2014



Common	July 3, 2014	US$1.00 (quarterly)	June 17, 2014

Common	April 4, 2014	US$1.00 (quarterly)	March 18, 2014

Common	January 3, 2014	US$1.00 (quarterly)	December 17, 2013

Common	October 3, 2013	US$1.00 (quarterly)	September 17, 2013

Common	July 3, 2013	US$1.00 (quarterly)	June 17, 2013

Common	April 4, 2013	US$1.00 (quarterly)	March 18, 2013

Common	January 4, 2013	US$1.00 (quarterly)	December 17, 2012

Common	October 3, 2012	US$1.00 (quarterly)	September 17, 2012

Common	July 4, 2012	US$1.00 (quarterly)	June 18, 2012

Common and Non-Voting	April 2, 2012	US$1.00 (quarterly)	March 12, 2012

Effective January 2012, our policy is to pay quarterly dividends, subject to Board approval, based on our financial results. The Board of Directors will determine if and when dividends should be declared and paid in the future based on all relevant circumstances, including the desirability of financing further growth of the Company and our financial position at the relevant time. There is no guarantee that dividends will continue to be paid in the future.

Dividend Reinvestment Plan

Effective May 16, 2013, the Company adopted a dividend reinvestment plan (the “DRIP”), under which all registered holders of Common Shares in Canada are eligible to participate. Non-registered holders of Common Shares may be able to participate through their financial institution, broker or other intermediary through which their Common Shares are held. Alternatively, non-registered holders of Common Shares may become registered holders of such shares in order to participate in the DRIP. Computershare Trust Company of Canada is the agent and administrator of the DRIP.

Pursuant to the DRIP, eligible participants are permitted to increase their investment in the Company by choosing to automatically reinvest cash dividends received on the Common Shares held by them in additional Common Shares, which will be purchased by the Company (or a trustee, custodian or administrator on the Company’s behalf) on the open market, or at the Company’s discretion, issued from treasury. If the Common Shares issued pursuant to the DRIP are to be issued from treasury, such Common Shares will be issued at a price equal to the weighted average market price of the Common Shares on the TSX for the five trading days immediately preceding the applicable dividend payment date.

DESCRIPTION OF CAPITAL STRUCTURE

Share Capital

The authorized capital of the Company consists of an unlimited number of Common Shares and a

number of Preferred Shares, issuable in series, limited to not more than 20% of the number of issued and outstanding Common Shares at the time of issuance of any Preferred Shares. As at March 30, 2015 there were 21,191,530 Common Shares outstanding and no Preferred Shares outstanding.

Common Shares

The holders of the Common Shares are entitled to receive notice of and to attend all of our annual and special meetings of the shareholders and to one vote in respect of each Common Share held at all such meetings. The holders of the Common Shares are entitled, at the discretion of the Board, to receive out of any or all of our profits or surplus properly available for the payment of dividends, any dividend declared by the Board and payable on the Common Shares provided a dividend. The holders of the Common Shares will participate ratably in any distribution of assets, or liquidation, dissolution or winding-up or other distribution of our assets among shareholders for the purpose of winding up our affairs.

Preferred Shares

The Preferred Shares will be issuable in one or more series, where the Board will be authorized to fix the number of shares of each series, subject to the limitation on the number of Preferred Shares to be issued as described below, and to determine for each series, subject to the terms and conditions set out herein, the designation, rights, privileges, restrictions and conditions, including dividend rates, redemption prices, conversion rights and other matters.

Ranking and Priority

Each series of Preferred Shares will be entitled to priority over the Common Shares and any other shares of the Company ranking junior to the Preferred Shares with respect to priority in the payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, and any other distribution of the assets of the Company among its shareholders for the purpose of winding-up its affairs. The Preferred Shares of any series may also be given such other preferences, not inconsistent with the provisions hereof, over the Common Shares and any other shares of the Company ranking junior to the Preferred Shares, as may be determined by the Board.

Parity Among Series

Each series of Preferred Shares will rank on a parity with every other series of Preferred Shares with respect to priority in the payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, and any other distribution of the assets of the Company among its shareholders for the purpose of winding-up its affairs.

Participation Upon Liquidation, Dissolution or Winding Up

In the event of the liquidation, dissolution or winding up of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of the Preferred Shares will be entitled to receive from the assets of the Company any cumulative dividends, whether or not declared, or declared non-cumulative dividends or amounts payable on a return of capital which are not paid in full in respect of any Preferred Shares and any redemption price or other liquidation amount in accordance with the rights, terms and conditions of any

particular series, before any amount is paid or any assets of the Company are distributed to the holders of any Common Shares or shares of any other class ranking junior to the Preferred Shares. After payment to the holders of the Preferred Shares of the amount so payable to them as above provided they will not be entitled to share in any further distribution of assets of the Company among its shareholders for the purpose of winding up its affairs.

Dividends

The holders of each series of Preferred Shares will be entitled to receive dividends (which may be cumulative or non-cumulative and variable or fixed) as and when declared by the Board.

Conversion

No series of Preferred Shares will be convertible into any other class of shares but they may be convertible into another series of Preferred Shares.

Redemption

Each series of Preferred Shares may be redeemable by the Company on such terms as may be determined by the Board.

Voting

Holders of any series of Preferred Shares will not be entitled (except as otherwise provided by law and except for meetings of the holders of Preferred Shares or a series thereof) to receive notice of, attend at, or vote at any meeting of shareholders of the Company, unless the Board determines otherwise, in which case voting rights will only be provided in circumstances where the Company has failed to pay a certain number of dividends on such series of Preferred Shares, which determination and number of dividends and any other terms in respect of such voting rights, will be determined by the Board and set out in the designations, rights, privileges, restrictions and conditions of such series of Preferred Shares.

Debentures

On October 1, 2014 and November 19, 2014, the Company issued two tranches of Debentures with an aggregate principal amount of C$96.0 million for total proceeds of C$91.2 million to the Company. The Debentures have a maturity date of March 31, 2040 (the “Maturity Date”). From and including the date of issue to but excluding March 31, 2015, the Debentures will bear interest at a rate of 7.4% per annum, paid quarterly in arrears. The rate from and including March 31, 2015 to but excluding March 31, 2016 will be 8.5%. From and including March 31, 2016 to but excluding the Maturity Date, the interest rate applicable to the Debentures will be reset on an annual basis on March 31 of each year, at a rate equal to the annual average percentage change in the All-items Consumer Price Index during the 12 month period ending on December 31 in the prior year (which amount may be positive or negative) plus 6.5%. Notwithstanding the foregoing, the interest rate applicable to the debentures will not be less than 0%. The Company may, subject to certain approvals, elect to make payment in kind (a “PIK Election”), in lieu of paying interest in cash, to satisfy all or any portion of its interest obligation payable on an interest payment date by issuing to each Debenture holder Debentures equal to the amount of the interest obligation to be satisfied (“PIK Debentures”). The PIK Debentures will have the same terms and conditions as the Debentures and will form part of the principal amount of the Debentures. If, on any interest payment date, the Company fails to pay the amount of interest owing on the Debentures in full in

cash, the Company will not (A) declare or pay dividends of any kind on the Common Shares, nor (B) participate in any share buyback or redemption involving the Common Shares, until the date on which the Company pays such interest (or the unpaid portion thereof) in cash to holders of the Debentures; however, where the Company has issued PIK Debentures in respect of all or a portion of the amount of interest owing on the Debentures on one or more interest payment dates, the Company may resume declaring or paying dividends of any kind on the Common Shares and participating in any share buyback or redemption involving the Common Shares beginning on the earlier of (i) the next interest payment date in respect of which the Company pays the amount of interest owing on the Debentures in full in cash and (ii) the date on which the Company repays all amounts owing under the PIK Debentures. All payments in respect of the Debentures will be subordinated in right of payment to the prior payment in full of all senior indebtedness of the Company.

The Debentures will be redeemable in certain circumstances at the option of the Company or the holder. During the period beginning on March 16 and ending on March 31 of each year, the Company will have the right, at its option, to give notice to holders of Debentures of its intention to redeem the Debentures, in whole or in part, on March 31 in the year that is five years following the year in which notice is given, at a price equal to the principal amount thereof plus accrued and unpaid interest up to but excluding the date fixed for redemption. During the period beginning on March 1 and ending on March 15 of each year, holders of Debentures will have the right, at their option, to give notice to the Company of their intention to require the Company to repurchase (or to “put”) the Debentures, in whole or in part, on March 31 in the year that is five years following the year in which notice is given, at a price equal to the principal amount thereof plus accrued and unpaid interest up to but excluding the date fixed for repurchase.

Upon the occurrence of a change of control of the Company involving the acquisition of voting control or direction of more than 50% of the votes represented by the issued and outstanding Common Shares by any person or group of persons acting jointly or in concert (a “Change of Control”), each holder of Debentures may require the Company to purchase, on the date which is 30 days following the giving of notice of the Change of Control as set out below (the “Change of Control Put Date”), the whole or any part of such holder’s Debentures at a price equal to 100% of the principal amount thereof (the “Change of Control Put Price”) plus accrued and unpaid interest up to, but excluding, the Change of Control Put Date. If 90% or more of the aggregate principal amount of the Debentures outstanding on the date of the giving of notice of the Change of Control have been tendered for purchase on the Change of Control Put Date, the Company will have the right to redeem all the remaining Debentures on such date at the Change of Control Put Price, together with accrued and unpaid interest to such date. Notice of such redemption must be given to the debenture trustee prior to the Change of Control Put Date and, as soon as possible thereafter, by the debenture trustee to the holders of the Debentures not tendered for purchase.

The rights of the holders of the Debentures as well as any other series of debentures that may be issued under the Indenture may be modified in accordance with the terms of the Indenture. For that purpose, among others, the Indenture contains certain provisions which will make binding on all Debenture holders resolutions passed at meetings of the holders of the debentures issued under the Indenture by votes cast thereat by holders of not less than 66^2/3% of the principal amount of the then outstanding debentures present at the meeting or represented by proxy, or rendered by instruments in writing signed by the holders of not less than 66^2/3% of the principal amount of the then outstanding debentures. In certain cases, the modification will, instead of or in addition to the foregoing, require assent by the holders of the required percentage of debentures of each particularly affected series. Under the Indenture, the debenture trustee will have the right to make

certain amendments to the Indenture in its discretion, without the consent of the holders of Debentures.

The Indenture provides that an event of default (“Event of Default”) in respect of the Debentures will occur if certain events described in the Indenture occur, including if any one or more of the following described events has occurred and is continuing with respect to the Debentures: (i) failure to pay principal or premium, if any, on the Debentures, whether at the maturity date, upon redemption, by acceleration or otherwise; or (ii) certain events of bankruptcy, insolvency or reorganization of the Company under bankruptcy or insolvency laws. Subject to the senior indebtedness postponement provisions, if an Event of Default has occurred and is continuing, the debenture trustee may, in its discretion, and shall, upon the request of holders of not less than 25% in principal amount of the then outstanding Debentures, declare the principal of (and premium, if any) and accrued interest on all outstanding Debentures to be immediately due and payable.

As at March 30, 2015, the total principal amount of the debentures outstanding was C$96 million.

MARKET FOR SECURITIES

The Common Shares are listed on the Toronto Stock Exchange (“TSX”) under the symbol “CSU”. The monthly price ranges and total monthly trading volumes for the Common Shares on the TSX during the most recently completed fiscal year were as follows:


Month	Share Price (C$ per share)				Total Monthly Volumes (# of Shares)
Month	High		Low		Total Monthly Volumes (# of Shares)
January 2014		242.05		220.50		995,400
February 2014		253.00		220.01		823,300
March 2014		272.34		230.00		721,300
April 2014		284.72		238.06		987,400
May 2014		265.15		230.08		779,000
June 2014		271.96		241.46		612,700
July 2014		277.00		248.80		618,100
August 2014		280.75		257.79		522,900
September 2014		281.49		265.64		654,900
October 2014		331.01		270.01		1,020,800
November 2014		335.00		312.23		1,962,100
December 2014		349.50		321.50		852,700

Total						10,550,600

The Debentures are listed on the TSX under the symbol “CSU.DB”. The monthly price ranges and total monthly trading volumes for the Debentures on the TSX from November 19, 2014 (commencement of trading) to December 31, 2014 were as follows (trading prices include accrued interest):

Month

Debenture Price
(C$ per $100 of principal)

Total Monthly
Volume (per $100
principal amount)

High

Low

November 2014

119.50

112.00

10,900

December 2014

118.50

113.01

14,902

Total

25,802

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER


Designation of Class	Number of Securities Held in Escrow or Subject to a Contractual Restriction on Transfer	Percentage of Class
Common Shares	373,149	2%

Computershare Trust Company of Canada is acting as escrow agent for all of the above securities pursuant to the terms of our employee bonus plan, employee share ownership plan and our key employee loan program. Under our bonus plan, one third of the Common Shares acquired pursuant to the plan will be released from escrow on the first business day in January in each of the third, fourth and fifth year after the date of acquisition.

DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The following table sets out, for each of our directors and executive officers as of March 30, 2015, the person’s name, municipality of residence, position(s) with CSI, principal occupation and, if a director, the year in which the person became a director. Our directors are elected annually and, unless re-elected, retire from office at the end of the next annual general meeting of shareholders. As of March 30, 2015, our directors and executive officers (as a group) owned, or exerted direction or control over, a total of (i) 2,521,992 Common Shares representing 11.9% of our total outstanding Common Shares and (ii) a total of 5,993,338.23 of the outstanding ordinary units of Constellation Software Netherlands Holding Cooperatief U.A., a subsidiary of CSI, representing 10.15% of such outstanding ordinary units.


Name and Place of Residence	Positions with CSI	Principal Occupation	Director Since	Common Shares of CSI Beneficially Held or Over Which Control is Exercised
PAUL MCFEETERS⁽¹⁾ Toronto, Ontario, Canada	Director	Consultant	2014		—
MARK LEONARD Toronto, Ontario, Canada	President and Chairman of the Board	President and Chairman of the Board of CSI	1995		1,436,136
IAN MCKINNON⁽⁴⁾ Toronto, Ontario, Canada	Director	Consultant	2006		1,649
MEREDITH (SAM) HALL HAYES⁽¹⁾ Pointe Claire, Quebec, Canada	Director	Consultant	2013		2,094


Name and Place of Residence	Positions with CSI	Principal Occupation	Director Since	Common Shares of CSI Beneficially Held or Over Which Control is Exercised
ROBERT KITTEL^{(1) (2)} Toronto, Ontario, Canada	Director	Chief Operating Officer of The Westaim Corporation	2013		169
STEPHEN R. SCOTCHMER⁽²⁾ Oakville, Ontario, Canada	Director and Lead Independent Director	Private Investor	2000		70,637	⁽³⁾
BERNARD ANZAROUTH Montreal, Quebec, Canada	Vice President, Mergers & Acquisitions	Vice President, Mergers and Acquisitions of CSI	N/A		146,238
JAMAL BAKSH Toronto, Ontario, Canada	Chief Financial Officer	Chief Financial Officer	N/A		8,322
JEFF BENDER Ottawa, Ontario, Canada	Director and Chief Executive Officer, Harris Operating Group	Chief Executive Officer, Harris Operating Group	2013		102,632
JOHN BILLOWITS Toronto, Ontario, Canada	Chief Executive Officer, Vela Operating Group	Chief Executive Officer, Vela Operating Group	N/A		43,052
MARK DENNISON Toronto, Ontario, Canada	General Counsel and Secretary	General Counsel and Secretary of CSI	N/A		3,799
MARK MILLER Oakville, Ontario, Canada	Director and Chief Operating Officer of CSI and Chief Executive Officer, Volaris Operating Group	Chief Operating Officer of CSI and Chief Executive Officer, Volaris Operating Group	2013		303,538
DEXTER SALNA Toronto, Ontario, Canada	President, Perseus Operating Group	President, Perseus Operating Group	N/A		243,631
BARRY SYMONS Toronto, Ontario, Canada	Chief Executive Officer, Jonas Operating Group	Chief Executive Officer, Jonas Operating Group	N/A		160,095
ROBIN VAN POELJE Blaricum, The Netherlands	Chief Executive Officer, Total Specific Solutions	Chief Executive Officer, Total Specific Solutions	N/A		—

(1)	Member of Audit Committee.

(2)	Member of Compensation, Nominating and Human Resources Committee.

(3)	Mr. Scotchmer is also a director of Manitou Capital Corporation, a shareholder of the Company.

(4)

Mr. McKinnon was a director of Empirical Inc., a TSX Venture Exchange listed company, from December 2007 until 2008. In January 2009, Empirical announced that it had entered into a standstill agreement with its creditors. The company’s assets were sold in February 2009, following which its shares were suspended from trading on the TSX Venture Exchange. Mr. McKinnon was a director and Chair of the board of Adeptron Technologies Corporation, a TSX Venture listed company, from August 2011 to March 2012. In October 2011, Adeptron announced that it had entered into a business combination with Artaflex Inc. Following this announcement, the TSX Venture Exchange halted trading of Adeptron’s shares pending receipt and review of acceptable documentation from Adeptron in respect of the transaction. Trading of Adeptron’s shares resumed in February 2012.

Biographies

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

Paul McFeeters — Director

Mr. McFeeters joined our board in October 2014. Mr. McFeeters recently retired from OpenText where he served as the Chief Financial Officer from June 2006. Mr. McFeeters has more than thirty years of business experience, including previous employment as Chief Financial Officer of Platform Computing Inc., a grid computing software vendor from 2003 to 2006, and of Kintana Inc., a privately-held IT governance software provider, from 2000 to 2003. Mr. McFeeters also held President and CEO positions at MD Private Trust from 1997 to 2000. Between 1981 and 1996 Mr. McFeeters worked at Municipal Financial Corporation and held various progressive positions there including CFO, COO, President and CEO. Since 2007 Mr. McFeeters has been a member of the board of Blueprint Software Systems Inc., an enterprise requirements software solutions provider. Mr. McFeeters holds a B.B.A (Honours) from Wilfrid Laurier University and a MBA from Schulich School of Business at York University and is a Chartered Professional Accountant.

Mark Leonard — President and Chairman of the Board

Mr. Leonard founded CSI in 1995. Prior to founding CSI, Mr. Leonard worked in the venture capital business for eleven years. Mr. Leonard holds a BSc. from the University of Guelph, and a MBA from the University of Western Ontario.

Ian McKinnon — Director

Mr. McKinnon joined our board in March 2006. Between 1995 and 2007 he held the position of Chief Executive Officer for TSX listed Promis Systems and Certicom. Mr. McKinnon is currently a board member of TSX and Nasdaq listed SMART Technologies Inc. and 1 privately held software company. He holds an Honours BA from McMaster University and attended the INSEAD Advanced Management Program.

Meredith (Sam) Hall Hayes — Director

Mr. Hayes joined our Board in 2013. Mr. Hayes joined The CSL Group Inc. in 1981. He served as President and CEO from 1995 until his retirement in 2008 and also served as Executive Vice President and CFO from 1992 to 1995 and Vice President and Treasurer from 1989 to 1992. Prior to that, Mr. Hayes was The CSL Group Inc.’s Director of Finance. He currently holds a director or advisory position at a number of organizations including The CSL Group Inc., CSL Pension Fund Society, Horizon Capital Holdings Inc., Canadian Executive Service Organization, and Cape Breton University Shannon School of Business. Mr. Hayes holds a BA (honors) from Bishop’s University in Quebec and attended the Western Executive Program at the University of Western Ontario.

Robert Kittel — Director

Mr. Kittel joined our Board in 2013. Mr. Kittel has been the Chief Operating Officer of The Westaim Corporation since January 2013. The Westaim Corporation is a Canadian-based publicly traded financial and investment holding company. Previously he was a Partner and Portfolio Manager at Goodwood Inc., an investment management firm that he joined in 2002. From 2000 through 2002, he was Vice President and Analyst of a Canadian-based hedge fund investment firm. From 1997 through 2000, Mr. Kittel was employed by the Cadillac Fairview Corporation, a commercial real estate development company in the investments area. Prior to 1997, Mr. Kittel was a staff accountant at KPMG LLP. Mr. Kittel has served as a director on several public boards, both in Canada and the United States. Mr. Kittel holds a BBA Honours (Gold Medalist) from Wilfrid Laurier University and is a Chartered Professional Accountant and a Chartered Financial Analyst.

Stephen R. Scotchmer — Director and Lead Independent Director

Mr. Scotchmer has been a member of our Board since 2000. He is currently a director of Manitou Investment Management Ltd., which he co-founded in 1999. From 1982 until 1987, he served as President of Bay Mills Ltd., a TSX listed company in the business of manufacturing engineered materials. Mr. Scotchmer is an engineering graduate of Queen’s University.

Bernard Anzarouth — Vice President, Mergers & Acquisitions

Mr. Anzarouth joined CSI in 1995. He works closely with our Operating Groups to identify and pursue opportunities for platform and tuck-in acquisitions on a global basis. Before joining CSI, Mr. Anzarouth was AVP Business Development for Ascom Inc., a Swiss-based technology corporation from 1993 to 1994. Prior to that Mr. Anzarouth held various positions with IBM. Mr. Anzarouth holds a B.Eng. in Electrical/Computer Engineering from McGill University and an MBA from the European Institute of Business Administration (INSEAD).

Jamal Baksh – Chief Financial Officer

Mr. Baksh has been with CSI since 2003 when he joined as Controller of the Jonas Operating Group. Mr. Baksh is currently the Chief Financial Officer of CSI. Prior to assuming this role, he has served in a number of senior executive roles within Jonas and CSI including Vice President of Finance for CSI reporting to the Chief Financial Officer. Mr. Baksh is a Certified Management Account and holds an Honours Bachelor of Mathematics degree from the University of Waterloo

Jeff Bender — Director and Chief Executive Officer, Harris Operating Group

Mr. Bender joined CSI in 1999 after spending 7 years at Deloitte LLP. Mr. Bender has been the Chief Executive Officer for Constellation’s Harris Operating Group since 2002 and was appointed to the Board of CSI in 2013. Mr. Bender is a Chartered Professional Accountant and holds a BCom from Carleton University.

John Billowits – Chief Executive Officer, Vela Operating Group

Mr. Billowits has been with CSI since 2003 when he joined as the CFO of Jonas Operating Group. Mr. Billowits is currently the Chief Executive Officer of Vela Operating Group. Prior to assuming this role, he held numerous positions within CSI, including Chief Financial Officer of CSI and President of Jonas Club Division. Prior to joining CSI, Mr. Billowits held a number of roles with Bain & Company, Dell Computers and PriceWaterhouse. Mr. Billowits is a Chartered Professional Accountant, holds an MBA with Distinction from the London Business School and Honours BBA with Distinction from Wilfrid Laurier University.

Mark Dennison — General Counsel and Secretary, CSI

Mr. Dennison joined CSI in 2001, initially working within the Volaris Operating Group and moving to CSI head office in 2007. Prior to joining Constellation, Mr. Dennison worked in the law department at Bombardier Aerospace. Mr. Dennison was called to the Bar of Ontario in 1999. He

has received an LL.B. from the University of Toronto and a B.A. from the University of Windsor.

Mark Miller — Director, Chief Operating Officer, CSI and Chief Executive Officer, Volaris Operating Group

Mr. Miller has been with CSI, holding positions with us and our subsidiaries for well over 15 years. Mr. Miller currently spends the majority of his time as the Chief Executive Officer of Volaris Operating Group and Trapeze Group, but also acts as our Chief Operating Officer. Mr. Miller received a B.Sc. in Statistics and a B.Sc. in Mathematics from McMaster University in Hamilton, Ontario. In addition, Mr. Miller has attended the Executive Marketing Program at the Ivey Business School at the University of Western Ontario. He was appointed to the Board in 2013. Mr. Miller is also on the Board of Directors of Medgate Inc. and pVelocity Inc., two private software companies both headquartered in Toronto, Ontario.

Dexter Salna — President, Perseus Operating Group

Mr. Salna joined CSI in 1995 and is currently the President of Perseus Operating Group. Prior to his current role, Mr. Salna held various senior executive positions with our Volaris Operating Group since 1995. From January 2000 to March 2001, Mr. Salna took a leave of absence from Volaris to pursue other business opportunities. Mr. Salna received a B.A.Sc. in Civil Engineering from the University of Toronto, an M.S. in Construction Management and Engineering from Stanford University and an M.B.A. from Harvard Business School.

Barry Symons — Chief Executive Officer, Jonas Operating Group

Mr. Symons joined CSI in 1997. During his tenure with CSI, Mr. Symons has held various senior financial and operational management positions within CSI and our subsidiaries. In August 2007 Mr. Symons was appointed to the role of Chief Executive Officer of our Jonas Operating Group. Prior to this appointment he was the Chief Financial Officer of CSI from 2004 to 2007. Before joining CSI, Mr. Symons was with a major international accounting firm in varying roles of increasing responsibility. Mr. Symons holds a Chartered Accountancy designation and a BBA (Honours) degree from Wilfrid Laurier University both of which were received with distinction.

Robin Van Poelje — Chief Executive Officer, Total Specific Solutions (“TSS”) Operating Group

Mr. Van Poelje has been with CSI since January 2014. From January 2010 to now, Mr. Van Poelje has been the Chief Executive Officer of TSS, based in the Netherlands. Mr. Van Poelje holds a BSc. in Economics from the University of Groningen, the Netherlands and is a post graduate in Marketing and Strategy from École Supérieure de Commerce de Montpellier, France.

Committees of the Board

The Board of Directors has an audit committee and a compensation, nominating and human resources committee.

Audit Committee

The audit committee assists the Board in fulfilling its responsibilities for oversight and supervision of financial and accounting matters. The committee supervises the adequacy of internal accounting controls and financial reporting practices and procedures and the quality and integrity of audited and unaudited financial statements, which includes discussions with external auditors. The committee monitors the management of financial risk throughout our organization.

Audit Committee Charter

Our audit committee operates under a written charter that sets out its responsibilities and composition requirements. A copy of this charter is attached as Appendix “A” to this Annual Information Form.

Relevant Education and Experience

All members of the audit committee meet the independence criteria set out in Multilateral Instrument 52-110 – Audit Committees (“MI 52-110”). The following sets out the relevant education and experience of each director relevant to the performance of his duties as a member of the audit committee:

Mr. McFeeters, recently retired from OpenText where he served as the Chief Financial Officer from June 2006. Mr. McFeeters also holds a B.B.A (Honours) from Wilfrid Laurier University and a MBA from Schulich School of Business at York University and is a Chartered Professional Accountant.

Mr. Kittel is the Chief Operating Officer of The Westaim Corporation. He also served as a director on several public boards, both in Canada and the United States. Mr. Kittel holds a BBA Honours (Gold Medalist) from Wilfrid Laurier University and is a Chartered Professional Accountant and a Chartered Financial Analyst.

Mr. Hayes served The CSL Group in various financial capacities from 1981 to 2008. He also currently holds a director or advisory position at a number of organizations including The CSL Group Inc., CSL Pension Fund Society, Horizon Capital Holdings Inc., Canadian Executive Service Organization, and Cape Breton University Shannon School of Business. Mr. Hayes also attended the Western Executive Program at the University of Western Ontario.

Based on the above information provided by each director, we believe that all members of the audit committee are “financially literate” as that term is defined in MI 52-110.

Pre-Approval Policies and Procedures

The audit committee reviews and approves all audit and non-audit services performed by our auditors in advance of services being performed.

Auditor Fee Disclosure

The following table sets forth the fees billed or accrued for various services provided by KPMG LLP and its affiliates to the Company during the Company’s last two fiscal years:


Services	Fees Accrued During the Year Ended (C$)
Services	December 31, 2014		December 31, 2013
Audit Fees		991,944		872,187
Audit-Related Fees		79,700		223,612
Tax Compliance Fees		663,352		230,392
Other Tax Fees Other Fees		651,753 218,822		356,926 52,993
Total		2,605,571		1,736,110

Audit Fees relate to professional services rendered for audits of the Company’s annual consolidated financial statements and reviews of our interim consolidated financial statements for the first three quarters of the year, fees associated with statutory audits of certain of our subsidiaries in foreign jurisdictions, accounting research and analysis, and assurance related procedures in connection with a prospectus. Audit-Related Fees relate to French translation services related to business acquisitions and a prospectus. Tax Compliance Fees relate principally to fees associated with assistance in respect of tax compliance requirements in various jurisdictions and investment tax credit filings while Other Tax Fees relate to advice, planning and analysis, including services involving and related to transfer pricing, inter-jurisdictional matters, planning and due diligence matters related to business acquisitions and other considerations. Other Fees relate to fees associated with advisory vendor due diligence services in connection with acquisitions and other considerations. The amounts indicated above are exclusive of disbursements and related taxes.

Compensation, Nominating and Human Resources Committee (“CNHR”)

The CNHR committee ensures that we have a high caliber executive management team in place and a total compensation plan that is competitive, motivating and rewarding for participants. The committee also advises the Board in filling vacancies on the Board. The committee reviews and makes recommendations to the Board regarding the appointment of executive officers, and the establishment of, and any material changes to, executive compensation programs, including that of the President. This committee also reviews management succession plans and is responsible for overseeing employee compensation. A copy of this charter is attached to the Company’s most recently filed Management Information Circular.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed herein, in the last three years, there were no material transactions in which any director, executive officer or person that beneficially owns or controls or directs more than 10% of the Common Shares or any affiliate thereof had an interest.

LEGAL PROCEEDINGS

We and our subsidiaries are engaged in legal proceedings from time to time, arising in the ordinary course of business. None of these actions, individually or in the aggregate, are expected to have a material adverse effect on our consolidated financial position or results of operations.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares is Computershare Trust Company of Canada at its principal transfer office in Toronto, Ontario.

INTERESTS OF EXPERTS

Names of Experts

The consolidated financial statements of the Company for the years ended December 31, 2014 and 2013 have been audited by KPMG LLP.

Interests of Experts

KPMG LLP are the external auditors of the Company and have confirmed that they are independent with respect to the Company within the meaning of the Rules of Professional Conduct/Code of Ethics of the Institute of Chartered Professional Accountants of Ontario.

CONFLICTS OF INTEREST

From time to time, the Company may invest in shares or other securities of publicly traded software companies in which certain of our executive officers or directors may also own securities. While the Company is acquiring and holding securities of any such issuer, the Company’s executive officers and directors are prohibited from acquiring or selling securities of such issuer.

ADDITIONAL INFORMATION

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities, and securities authorized for issuance under equity compensation plans, where applicable, are contained in our Management Information Circular for our most recent annual meeting of shareholders that involved the election of directors, and additional financial information is provided in the Company’s comparative financial statements and management discussion and analysis for our most recently completed financial year.

Additional information about the Company is available on SEDAR at www.sedar.com.

APPENDIX A

CONSTELLATION SOFTWARE INC.

AUDIT COMMITTEE MANDATE

Responsibilities

Reporting to the Board of Directors, the Audit Committee shall be responsible for assisting in the Board of Directors’ oversight of the reliability and integrity of the accounting principles and practices, financial statements and other financial reporting, and disclosure practices followed by management of the Corporation and its subsidiaries. The Audit Committee shall also have oversight responsibility for

(i)

the qualifications, independence and performance of the independent auditors,

(ii)

the establishment by management of an adequate system of internal controls and

(iii)

the preparation by management of quarterly and annual financial statements and

(iv)

the maintenance by management of practices and processes to assure compliance with applicable laws.

Composition

The Committee shall be composed of not less than three Directors of the Corporation, all of whom are not officers or employees of the Corporation or any of its affiliates. Each member of the Committee shall be financially literate¹ or must become financially literate within a reasonable period of time after his or her appointment to the Committee.

Meetings

The committee shall meet in regular sessions at least four times each year; to review and recommend to the board approval of the financial statements for the first three quarters as well as the annual financial statements. Special meetings of the Committee may be called by the Chairman of the Board, any member of the Committee, or by the independent auditors. The independent auditors shall receive notice of every meeting of the Committee and the independent auditors are entitled to attend and participate in such meetings. Minutes of Committee meetings shall be prepared and be made available to the Board of Directors.

Nomination of Independent Auditors

The Board of Directors, after consideration of the recommendation of the Committee, shall nominate the independent auditors for appointment by the shareholders of the Corporation in accordance with applicable law. The independent auditors are ultimately accountable to the Committee and the Board of Directors as representatives of shareholders.

Specific Oversight Duties

In carrying out its responsibilities, the Committee shall have the following specific oversight duties:

I)	INDEPENDENT AUDITORS

review, at least annually, the performance of the independent auditors, and annually recommend to the Board of Directors, for approval by the shareholders, the appointment of

¹	“Financially literate” shall mean that the Director is able to critically read and understand a balance sheet, an income statement, a cash flow statement and the notes attached thereto.

A-1

the independent auditors of the Corporation in accordance with the Act;

engage in an active dialogue with the independent auditors on their independence from the Corporation, and where it is determined that independence no longer exists recommend that the Board of Directors take appropriate action;

review and recommend to the Board of Directors for approval the terms of any annual audit engagement of the independent auditors, including the appropriateness of the proposed audit fees with respect to the engagement of the independent auditors for any audit related services;

approve any non-audit services to be provided by the firm of the independent auditors;

review and approve annually the overall scope of the independent auditors’ annual audit plan;

II)

INTERNAL CONTROLS

periodically review the status and findings of the independent auditors’ audit plan and the adequacy of internal controls established by management and, where appropriate, make recommendations or reports thereon to the Board of Directors;

understand the scope of internal and external auditors’ review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with management’s responses;

annually, and at any time in response to a specific request by management or the independent auditors, meet separately with the relevant parties with respect to such matters as the effectiveness of the system of internal controls established by management, the adequacy of the financial reporting process, the quality and integrity of the financial statements, the evaluation of the performance of the independent auditor and any other matter that may be appropriate;

III)

FINANCIAL STATEMENTS

review significant accounting and reporting issues, including complex or unusual transactions and highly judgmental areas, and recent professional and regulatory pronouncements, and understand their impact on the financial statements;

review the quarterly and annual financial statements, and consider whether they are complete, consistent with information known to committee members, and reflect appropriate accounting principles;

review significant changes in the accounting principles to be observed in the preparation of the accounts of the Corporation and its subsidiaries, or in their application, and in financial statement presentation;

review and, following discussion with the independent auditors (following their review of the financial statements) and management, recommend to the Board of Directors, approval of unaudited quarterly and audited annual consolidated financial statements of the Corporation;

A-2

IV)

COMPLIANCE WITH APPLICABLE LAWS

review and monitor practices and procedures adopted by management to assure compliance with applicable laws, and, where appropriate, make recommendations or reports thereon to the Board of Directors;

Specific Issue Examinations

In discharging its duties and responsibilities, the Committee may direct that the independent auditors examine or consider a specific matter or area and report to the Committee on the findings of such examination. The Committee may direct the independent auditors or other party to perform supplemental reviews or audits as the Committee deems desirable.

Authority

The audit committee has authority to conduct or authorize investigations into any matters within its scope of responsibility. It is empowered to:

•

Retain outside counsel, accountants or others to advise the committee or assist in the conduct of an investigation

•

Seek any information it requires from employees – all of whom are directed to cooperate with the committee’s request – or external parties

•

Meet with company officers, external auditors or outside counsel as necessary

Mandate Review

The Committee shall review and assess the adequacy of the Committee mandate annually, and recommend any proposed changes to the Board of Directors for approval.

Limitation of Responsibilities

While the Committee has the responsibilities and powers set forth in this mandate, it is not the duty of the Committee to plan or conduct audits, to determine that the Corporation’s financial statements are complete and accurate and are in accordance with International Financial Reporting Standards, or to design or implement an effective system of internal controls. Such matters are the responsibility of management and the independent auditors, as the case may be. Nor is it the duty of the Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditors or to assure compliance with applicable accounting standards, laws and regulations.

A-3

Exhibit 2.7

Constellation Software Inc.

Notice of Annual Meeting of Shareholders

To Be Held On April 30, 2015

Notice is hereby given that the annual meeting (the “Meeting”) of the holders of common shares (“Common Shares”) of Constellation Software Inc. (“CSI” or the “Corporation”) will be held at the offices of McCarthy Tétrault LLP, Suite 5300, TD Bank Tower, 66 Wellington Street West, Toronto, Ontario on April 30, 2015 at 10:30 a.m. (Eastern Standard Time) for the following purposes:

(a)

to receive the financial statements for the year ended December 31, 2014 and the auditors’ report thereon;

(b)

to elect directors;

(c)

to re-appoint KPMG LLP as auditors for the ensuing year and to authorize the directors to fix their remuneration; and

(d)

to transact such other business as may properly come before the meeting or any adjournment thereof.

Accompanying this Notice is a copy of a Management Information Circular, a form of proxy, and a financial statement request form.

Shareholders are invited to attend the Meeting. A holder of Common Shares of record at the close of business on March 27, 2015 will be entitled to vote at the Meeting.

If unable to attend the Meeting in person, a registered shareholder may submit his or her proxy by mail, by facsimile, by telephone or over the Internet in accordance with the instructions below.

A non-registered shareholder should follow the instructions included on the voting instruction form provided by his or her Intermediary.

Voting by Mail. A registered shareholder may submit his or her proxy by mail by completing, dating and signing the enclosed form of proxy and returning it using the envelope provided or otherwise to the attention of the Proxy Department of Computershare Investor Services Inc. at 100 University Avenue, 9th Floor, North Tower, Toronto, Ontario, M5J 2Y1.

Voting by Facsimile. A registered shareholder may submit his or her proxy by facsimile by completing, dating and signing the enclosed form of proxy and returning it by facsimile to Computershare Investor Services Inc. at (416) 263-9524 or toll free (within North America) at (866) 249-7775.

Voting by Telephone. A registered shareholder may vote by telephone by calling toll free 1-866-732-VOTE (8683) or from outside of North America by calling (312) 588-4290 and following the instructions provided. Shareholders will require a control number (located on the front of the proxy) to identify themselves to the system.

Voting by Internet. A registered shareholder may vote over the Internet by going to www.investorvote.com and following the instructions. Such shareholder will require a control number (located on the front of the proxy) to identify themselves to the system.

To be effective, a proxy must be received by Computershare Investor Services Inc. no later than 10:30 a.m. (Eastern Standard Time) on April 28, 2015 or, if the Meeting is adjourned, 48 hours (Saturdays, Sundays and holidays excepted) prior to the time of holding the Meeting or delivered to the Chairman on the day of the Meeting, prior to the commencement of the Meeting or any adjournment thereof.


DATED March 27, 2015				By Order of the Board

				Mark Leonard Chairman and President

CONSTELLATION SOFTWARE INC.

MANAGEMENT INFORMATION CIRCULAR FOR THE ANNUAL

MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 30, 2015

SOLICITATION OF PROXIES

This management information circular (the “Circular”) dated as of March 27, 2015 and accompanying form of proxy are furnished in connection with the solicitation, by management of Constellation Software Inc. (the “Corporation”), of proxies to be used at the annual meeting of shareholders of the Corporation (the “Meeting”) referred to in the accompanying Notice of the Annual Meeting of Shareholders (the “Notice”) to be held on April 30, 2015, at the time and place and for the purposes set forth in the Notice. The solicitation will be made primarily by mail, but proxies may also be solicited personally or by telephone by directors and/or officers of the Corporation, or by the Corporation’s transfer agent, Computershare Investor Services Inc., at nominal cost. The cost of solicitation by management will be borne by the Corporation. Pursuant to National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, arrangements have been made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy solicitation material to the beneficial owners of the common shares of the Corporation (“Common Shares”). The cost of any such solicitation will be borne by the Corporation.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed form of proxy are directors and/or officers of the Corporation. Each shareholder has the right to appoint a person, who need not be a shareholder of the Corporation, other than the persons named in the enclosed form of proxy, to represent such shareholder at the Meeting or any adjournment thereof. Such right may be exercised by inserting such person’s name in the blank space provided in the enclosed form of proxy or by completing another proper form of proxy. All proxies must be executed by the shareholder or his or her attorney duly authorized in writing or, if the shareholder is a corporation, by an officer or attorney thereof duly authorized. A registered shareholder may submit his or her proxy by mail, by facsimile, by telephone or over the Internet in accordance with the instructions below.

A non-registered shareholder should follow the instructions included on the voting instruction form provided by his or her Intermediary.

Voting by Telephone. A registered shareholder may vote by telephone by calling toll free 1-866-732-VOTE (8683) or from outside of North America by calling (312) 588-4290 and following the instructions provided (located on the front of the proxy) to identify themselves to the system.

A shareholder who has given a proxy has the power to revoke it as to any matter on which a vote has not already been cast pursuant to the authority conferred by such proxy and may do so either: (1) by delivering another properly executed form of proxy bearing a later date and depositing it as described above; (2) by depositing an instrument in writing revoking the proxy executed by him or her: (a) with Computershare Investor Services Inc. at any time up to and including 10:30 a.m. (Toronto time) on the second last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used; or (b) with the Chairman of the Meeting on the day of the Meeting, prior to the commencement of the Meeting or any adjournment thereof; or (3) in any other manner permitted by law.

NON-REGISTERED HOLDERS

Only registered holders of Common Shares, or the persons they appoint as their proxies, are permitted to attend and vote at the Meeting. However, in many cases, Common Shares beneficially owned by a holder (a “Non-Registered Holder”) are registered either:

(A)

in the name of an intermediary (an “Intermediary”) that the Non-Registered Holder deals with in respect of the Common Shares, such as, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered savings plans, registered retirement income funds, registered education savings plans and similar plans; or

(B)

in the name of a clearing agency (such as CDS Clearing and Depository Services Inc. (“CDS”)) of which the Intermediary is a participant.

In accordance with the requirements of National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, the Corporation has distributed copies of the Circular and the accompanying Notice, form of proxy, and supplemental mailing card (collectively, the “Meeting Materials”) to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders of Common Shares.

Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Intermediaries will generally use service companies (such as Broadridge Financial Solutions, Inc.) to forward the Meeting Materials to Non-Registered Holders. Generally, a Non-Registered Holder who has not waived the right to receive Meeting Materials will receive either a voting instruction form or, less frequently, a form of proxy. The purpose of these forms is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Non-Registered Holders should follow the procedures set out below, depending on the type of form they receive:

Voting Instruction Form. In most cases, a Non-Registered Holder will receive, as part of the Meeting Materials, a voting instruction form. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the holder’s behalf), but wishes to direct the voting of the Common Shares they beneficially own, the voting instruction form must be submitted by mail, facsimile, telephone or over the Internet in accordance with the directions on the form. If a Non-Registered Holder wishes to attend and vote at the Meeting in person (or have another person attend and vote on the Holders’ behalf), the Non-Registered Holder must complete, sign and return the voting instruction form in accordance with the directions provided and a form of proxy giving the right to attend and vote will be forwarded to the Non-Registered Holder; or

Form of Proxy. Less frequently, a Non-Registered Holder will receive, as part of the Meeting Materials, a form of proxy that has already been signed by the Intermediary (typically by facsimile, stamped signature) which is restricted as to the number of common shares beneficially owned by the Non-Registered Holder but which is otherwise uncompleted. If the Non-Registered Holder does not wish to attend and vote at the Meeting in person (or have another person attend and vote on the Holder’s behalf), but wishes to direct the voting of the Common Shares they beneficially own, the Non-Registered Holder must complete the form of proxy and submit it to Computershare Investor Services Inc. as described above. If a Non-Registered Holder wishes to attend and vote at the Meeting in person (or have another person attend and vote on the holder’s behalf), the Non-Registered Holder must strike out the persons named in the proxy and insert the Non-Registered Holder (or such other person’s) name in the blank space provided.

In either case, Non-Registered Holders should carefully follow the instructions of their Intermediaries, including those regarding when and where the proxy or the voting instruction form is to be delivered.

A Non-Registered Holder may revoke a voting instruction form or a waiver of the right to receive Meeting Materials and to vote given to an Intermediary at any time by written notice to the Intermediary, except that an Intermediary is not required to act on a revocation of a voting instruction form or of a waiver of the right to receive materials and to vote that is not received by the Intermediary at least seven days prior to the Meeting.

EXERCISE OF DISCRETION BY PROXIES

Shares represented by properly executed proxies in favour of the persons named in the enclosed form of proxy will be voted on any ballot that may be called for and, where the person whose proxy is solicited specifies a choice with respect to the matters identified in the proxy, the shares will be voted or withheld from voting in accordance with the specifications so made. Where shareholders have properly executed proxies in favour of the persons named in the enclosed form of proxy and have not specified in the form of proxy the manner in which the named proxies are required to vote the shares represented thereby, such shares will be voted in favour of the passing of the matters set forth in the Notice. The enclosed form of proxy confers discretionary authority with respect to amendments or variations to the matters identified in the Notice and with respect to other matters that may properly come before the Meeting. At the date hereof, management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting. However, if any other matters which at present are not known to management of the Corporation should properly come before the

Meeting, the proxy will be voted on such matters in accordance with the best judgment of the named proxies.

INTERPRETATION

Unless otherwise indicated, all dollar amounts are expressed in U.S. dollars. All references to “$” are to U.S. dollars and all references to “C$” are to Canadian dollars. The information contained herein is provided as of March 27, 2015, unless indicated otherwise.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Corporation has fixed March 27, 2015 as the record date (the “Record Date”) for the persons entitled to receive notice of the Meeting. The Corporation shall prepare a list of all persons who are registered holders of Common Shares on the Record Date and the number of Common Shares registered in the name of each holder on such date. Each holder of Common Shares is entitled to be present at the Meeting and to one vote for each Common Share registered in the name of such holder in respect of each matter to be voted upon at the Meeting. As at March 27, 2015, there were 21,191,530 Common Shares outstanding.

A quorum for the transaction of business at the Meeting is the presence of two shareholders of the Corporation holding Common Shares, present in person or by telephonic or electronic means and holding or representing by proxy not less than 15% of the votes entitled to be cast at the Meeting.

To the knowledge of the directors and officers of the Corporation, the following table sets out the names of all persons who beneficially own, or exercise control or direction over, directly or indirectly more than 10% of the outstanding Common Shares:


Name of Beneficial Owner	Number of Common Shares Owned	Percentage of Common Shares Owned
Fidelity⁽¹⁾	2,734,037	12.9%

(1)

Information obtained from Fidelity’s early warning report dated September 9, 2014.

COMPENSATION OF EXECUTIVE OFFICERS

COMPENSATION DISCUSSION AND ANALYSIS

Objectives of the Corporation’s Executive Compensation Program

The primary objective of the Corporation’s executive compensation program is to attract and retain highly skilled executives required for the success of the Corporation and to reward and retain executives who create long-term value for our shareholders. The Compensation, Nominating and Human Resources (“CNHR”) Committee is responsible for making recommendations to the board of directors of the Corporation (the “Board” or the “Board of Directors”) with respect to the establishment of a compensation plan for the Corporation’s executive officers, including the Named Executive Officers (as defined below).

The Corporation’s executive compensation program consists of base salary and annual incentive compensation. The annual incentive compensation is paid by way of a cash bonus, although a portion of the bonus is usually required to be used to purchase Common Shares.

Total compensation for each executive officer is designed to be competitive. The CNHR Committee periodically reviews and compares both base salary and total compensation against compensation data of Canadian, U.S. and European public companies with annual revenues, types of business and market capitalizations similar to ours (“peer group”). The peer group consists of approximately 141 U.S., Canadian, and European software companies. The companies in the peer group have average revenues of $413 million and range in revenue from $3 million to $3 billion. The CNHR Committee uses this information to assist in establishing base salary and total compensation for all executive officers, including the Named Executive Officers (“NEO”). We generally aim to compensate our executive officers in each Operating Group within the second quartile of total compensation paid by similar sized companies included in the peer group. For executive officers whose Operating Groups have demonstrated above average performance, we aim to compensate them within the third (2^nd highest), or in some cases the fourth (highest) quartile of total compensation paid by similar sized companies in the peer group.

Base salary

Providing a market competitive base salary is necessary to attract new talent as required, and it assists in retaining skilled executive talent. Base salaries for the Operating Group executive officers and other Named Executive Officers are set by the CNHR Committee taking into account the executive’s responsibilities, skills, and in the case of the Operating Group executive officers, the performance and size of the Operating Group in which they are employed. All executive salaries are reviewed annually by the CNHR Committee on the basis of the above criteria and adjusted accordingly.

Annual incentive bonus

The objective of our annual incentive bonus is to reward employees for working towards our goal of increasing shareholder value. We believe that shareholder value is created by managing two financial components over the long term: profitability and growth. As such, our corporate bonus plan, which compensates employees at all levels of our organization, is based upon return on invested capital (“ROIC”) and net revenue growth.

An individual’s annual incentive bonus is calculated as follows:

Base salary x Company performance factor x Individual factor

Individual factors for the Operating Group executive officers and other Named Executive Officers are set by the CNHR Committee taking into account the executive’s responsibilities, skills, and in the case of the Operating Group executive officers, the performance of the Operating Group in which they are employed.

The company performance factor for Operating Group executive officers is based upon the performance of their respective Operating Group. The President, CFO, and other head office employees’ company performance factor is based upon the performance of the Corporation as a whole.

The company performance factor is determined by reference to Net Revenue growth and ROIC. ROIC is calculated by dividing net income for bonus purposes for the year by the average invested capital for the period. A ‘risk free’ rate of return established by the board (currently 5%) is netted from the ROIC. If the ROIC does not exceed the risk free rate of return, then the manager of the business receives no bonus. The Corporation measures growth by looking at the year-over-year increase in net revenues for the particular Operating Group. Net Revenue is revenue as reported in the Company’s consolidated financial statements prepared in accordance with International Financial Reporting Standards less any third party and flow-through expenses. Average Invested Capital is the Corporation’s estimate of the amount of money that our shareholders have invested in CSI. It represents capital invested in CSI, plus adjusted net income, less any dividends paid, and some other minor adjustments. Neither net income for bonus purposes nor invested capital nor net revenues are measures defined by International Financial Reporting Standards. Net income for bonus purposes is calculated by making a number of adjustments to net income per the annual consolidated financial statements. Adjusted net income approximates net income for bonus purposes. The principal adjustments to net income include adjustment for the impact of deferred income taxes, unrealized foreign exchange gains/losses, amortization of intangibles, and adjusting for the gains/losses on mark to market of securities.

The Corporation’s average invested capital during the year ended December 31, 2014 that was used to calculate bonuses was approximately $739 million. The net income for bonus calculation purposes was approximately $274 million. Net revenues in fiscal 2014 and 2013 were approximately $1,349 million and $1,012 million, respectively. Measured in this fashion, the Corporation’s ROIC in 2014 was approximately 37% and the Corporation’s growth was approximately 33%.

In considering the implications of the risks associated with the Corporation’s annual incentive bonus structure, the CNHR Committee was satisfied that the counterbalance between ROIC and net revenue growth and the requirement to invest 75% of their after tax incentive bonus into Common Shares mitigates the risk that an NEO would take inappropriate or excessive risks in respect of the Corporation’s operations.

Although the Board may, at its discretion, increase or decrease the amount of annual incentive bonus awarded to a NEO in a given year, it did not exercise such discretion in respect of the previous fiscal year.

Investment of annual incentive bonus in Constellation shares

Executive officers are required to invest 75% of their after-tax incentive bonus into Common Shares. The shares are held in escrow for an average period of four years. Once in every five year period, executive officers may choose to receive their bonus entirely in cash if they place the number of shares that equates to the same value of freely tradable shares in escrow under the same conditions as shares purchased as part of the bonus plan.

Mark Leonard’s compensation

Mr. Leonard’s compensation for acting as President of the Corporation during fiscal 2014 was determined by the CNHR Committee. The President’s performance is reviewed on an annual basis, and changes to his base salary and/or the basis used for calculating incentive compensation in the coming year are made at that time. Mr. Leonard’s and head office employees’ incentive bonus is calculated in the same manner as the other executive officers as described above, other than the capital used for the purposes of ROIC is based on equity capital employed which does

not include any third party debt. In 2014, Mr. Leonard voluntarily waived his entitlement to receive a salary. Additional information regarding Mr. Leonard’s compensation will be included in a Letter to Shareholders expected to be filed on SEDAR on or about April 6, 2015.

Share Performance Graph

The following graph compares the total cumulative shareholder return over the five most recently completed financial years for C$100 invested in Common Shares on such date with the total cumulative return of the S&P/TSX Composite Index on an annual basis.


	Dec 31/09		Dec 31/10		Dec 31/11		Dec 31/12		Dec 31/13		Dec 31/14
Constellation Software Inc. (CSU: TSX)		100		135		216		351		676		1,054
S&P/TSX Composite Index		100		118		107		115		130		144

LOGO

Constellation’s total shareholder return increased by 954% since December 31, 2009, while the S&P/TSX composite index increased by 44% over the same periods. Named Executive Officer compensation from 2009 to 2014, decreased by 26%, compared to the 954% increase in cumulative shareholder return over the same period. The decline in executive compensation is primarily the result of two factors. First, there has been a decline of the Canadian dollar relative to the US dollar over this period. Second, the bonuses paid in 2009 within one of the operating groups was significantly higher in 2009 as compared to 2014. Although total Named Executive Officer compensation declined on an absolute basis over the period, the salaries and the formula used to calculate Named Executive Officer bonuses have not changed significantly during this time. The increase in shareholder return is, in part, due to the acquisition of Total Specific Solutions (“TSS”) in 2013, which represented the acquisition of a new operating group for CSI. Total Named Executive Officer compensation did not experience a proportionate increase as a result of the TSS acquisition, however, since only two of the five Named Executives Officers received bonuses based on TSS’s growth during 2014.

Summary Compensation Table

The following table provides a summary of the compensation earned during 2012, 2013 and 2014 by the President, the Chief Financial Officer and the Corporation’s other three most highly compensated officers based on total compensation for the fiscal year ended December 31, 2014 (collectively, the “Named Executive Officers”).


Name and Principal Position	Fiscal Year		Annual Compensation⁽¹⁾
			Annual incentive plan compensation ($)⁽²⁾
			Salary ($)			Portion of Bonus Withheld at Source for Tax Purposes ($)		Portion of Bonus Paid in Cash ($)		Portion of Bonus to be Used to Purchase Common Shares ($)		Total Bonus ($)		Other Annual Compensation ($)		Total Compensation ($)
Mark Leonard President		2014 2013 2012		1 488,413 502,799	⁽³⁾		674,908 1,074,524 827,877		249,452 268,727 179,385		878,549 886,211 664,542		1,802,909 2,229,462 1,671,803		NIL NIL NIL		1,802,910 2,717,875 2,174,602

Jamal Baksh Chief Financial Officer		2014 2013 2012		212,910 217,666 179,928			210,799 219,951 80,338		61,997 62,008 90,593		218,554 186,023 NIL		491,350 467,982 170,931		NIL NIL NIL		704,260 685,648 350,859

Mark Miller Chief Operating Officer, CSI and Chief Executive Officer, Volaris Operating Group		2014 2013 2012		398,640 427,240 439,824			537,006 1,007,718 1,084,615		175,204 1,031,080 277,363		676,365 NIL 832,089		1,388,575 2,038,798 2,194,067		NIL NIL NIL		1,787,215 2,466,038 2,633,891

Dexter Salna President, Perseus Operating Group		2014 2013 2012		317,100 330,140 339,864			392,276 839,510 736,176		129,436 213,956 188,293		497,042 641,870 564,879		1,018,754 1,695,336 1,489,348		NIL NIL NIL		1,335,854 2,025,476 1,829,212

Jeff Bender Chief Executive Officer, Harris Operating Group		2014 2013 2012		398,640 427,240 429,828			494,609 683,546 427,578		161,438 700,730 125,687		623,415 NIL 442,865		1,279,462 1,384,276 996,130		NIL NIL NIL		1,678,102 1,811,516 1,425,958

Notes:

(1)

The majority of the compensation data presented was paid in Canadian dollars. Salary amounts have been converted to U.S. dollars using the average annual exchange rate of $0.9060 for 2014 (2013 – $0.9710; 2012 – $0.9996). Bonus amounts have been converted to U.S. dollars using the exchange rate prevailing at the time of payment, which was $0.7992, $0.8035, and $0.7868 respectively for 2014 (2013 – $0.9024 and $0.9043; 2012 – $0.9745). For unpaid bonuses in 2014, an exchange rate of $0.7868 (2013 – $0.9043) was used.

(2)	Annual incentive compensation is paid by way of a cash bonus, although a portion of such bonus is required to be used to purchase Common Shares on the open market. See “Compensation Discussion and Analysis” for a description of the annual incentive bonus.

(3)	Mark Leonard voluntarily waived his entitlement to receive a salary in 2014.

Employment Agreements

Each of the Named Executive Officers has an employment contract which provides for, among other things, certain covenants in favour of the Corporation or, in respect of a Named Executive Officer employed by one of our subsidiaries, that subsidiary. Each employment agreement provides that the Named Executive Officer will not, during the period of his

employment or for a period of one year thereafter, be involved in any business that develops or markets competitive software or consulting, maintenance, support or training services in any jurisdiction where we market our products or services. The Named Executive Officer will not, without the prior written approval of the board of directors of his employer, employ any employee or consultant of CSI, in the case of the President and Chief Financial Officer, and, in the case of the other Named Executive Officers, of the applicable operating group each is responsible for, in each case for a period of 12 months (or six months in the case of Mr. Miller) after the termination of his employment. Each Named Executive Officer will not, during his employment or for a period of 12 months thereafter, contract or solicit any clients (including persons who become clients within six months of the termination of his employment) for the purposes of the selling or supplying software products or services competitive to those offered by the Corporation, in the case of the President and the Chief Financial Officer, and, in the case of the other Named Executive Officers, those offered by the applicable Operating Group he is responsible for. If terminated for other than just cause, each of Mr. Miller, Mr. Salna and Mr. Bender is entitled to either 12 months prior written notice or payment in an amount equal to 12 months salary (or in the case of Mr. Miller, 12 months pay) at the rate in effect at the time of his termination. If Mr. Leonard is terminated for other than just cause, he is entitled to an amount equal to 12 months salary, less required deductions. Mr. Baksh is not entitled to any termination payments or prior notice pursuant to the terms of his employment contract.

Compensation of Directors

The following table provides a summary of the compensation received by each of the independent directors during the fiscal year ended December 31, 2014. Independent directors are paid $60,000 per annum, plus $20,000 per annum for each Committee of the Board of which they are a member. The fees are payable in cash however at least the after-tax portion and up to the entire amount of such fees must then be used by the directors to purchase Common Shares on the open market. The Common Shares are required to be held in escrow for an average period of four years. The independent directors will also be reimbursed for all out-of-pocket expenses incurred in their capacities as members of the Board. During the fiscal year ended December 31, 2014, the directors rendered no additional professional services, directly or indirectly, to the Corporation.


Name	Annual Compensation
Name	Fees Earned ($)						All Other Compensation ($)		Total Compensation ($)
	Fees paid in cash ($)		Fees used to purchase common shares ($)		Total fees earned ($)
J. Brian Aune⁽¹⁾		33,000		33,666		66,666		NIL		66,666
Ian McKinnon		39,600		40,400		80,000		NIL		80,000
Stephen R. Scotchmer⁽²⁾		39,600		40,400		80,000		NIL		80,000
Meredith (Sam) Hall Hayes		39,600		40,400		80,000		NIL		80,000
Robert Kittel		49,500		50,500		100,000		NIL		100,000
Paul McFeeters		4,950		5,050		10,000		NIL		10,000

Notes:

(1)	Mr. Aune is no longer a member of the Company’s Board of Directors.

(2)	Mr. Scotchmer is also a director of Manitou Capital Corporation, a shareholder of the Corporation.

Directors’ and Officers’ Liability Insurance

We currently maintain directors’ and officers’ liability insurance coverage with a C$10 million per occurrence limit and a C$10 million limit in aggregate. Coverage includes errors, omissions or breach of fiduciary duty by the directors and officers during the discharge of their legal duties. The annual premium paid by the Company for this coverage is C$131,960 plus tax.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Our Board of Directors is responsible for developing our approach to corporate governance issues and is committed to ensuring that a healthy governance culture exists at the Corporation. The directors periodically review the size, composition and compensation of the Board of Directors, the effectiveness of the Board and its individual members, and appropriate committee structures, mandates, composition, membership and effectiveness. To the extent that a conflict of interest arises from time to time, a conflicted director is required to excuse himself from the applicable portion of any meeting at which such matter is to be discussed or decided.

In accordance with National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”), the Corporation is required to disclose on an annual basis its approach to corporate governance. The Corporation’s approach to significant issues of corporate governance is designed to ensure that the business and affairs of the Corporation are effectively managed to enhance shareholder value. The Corporation’s corporate governance practices have been and continue to be in compliance with applicable Canadian requirements. Where the Corporation does not comply with recommended guidelines, it believes non-compliance is justifiable and its reasoning is provided. The Board has approved the description of the Corporation’s approach to corporate governance as outlined in Schedule “A” to this Circular. Corporate governance guidelines change from time to time. The Board monitors pending regulatory initiatives and developments in the corporate governance area and will address them as appropriate.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

The following table shows the aggregate indebtedness outstanding as at March 27, 2015 of our officers, employees, and former officers and employees. No directors or former directors have any indebtedness outstanding.


Aggregate Indebtedness
Purpose	To the Corporation or its Subsidiaries	To Another Entity (Guaranteed or otherwise supported by the Corporation)
Share Purchases	NIL	$0
Other	$290,064	$0

PARTICULARS OF MATTERS TO BE ACTED UPON AT THE MEETING

1.	Appointment of Auditors

At the Meeting, shareholders will be requested to re-appoint KPMG LLP as auditors of the Corporation, to hold office until the next annual meeting of shareholders, and to authorize the Board of Directors to fix the auditors’ remuneration. KPMG LLP have been the auditors of the Corporation since the fiscal year ended December 31, 1995.

Unless the shareholder directs that his or her Common Shares are to be withheld from voting in connection with the appointment of auditors, the persons named in the enclosed form of proxy intend to vote for the reappointment of KPMG LLP as auditors of the Corporation until the next annual meeting of shareholders and to authorize the directors to fix their remuneration.

2.	Election of Directors

The number of directors to be elected at the Meeting is eight. Directors of the Corporation are elected annually and, unless re-elected, retire from office at the end of the next annual general meeting of shareholders.

Majority Director Election Policy

In 2009, the Board of Directors adopted a majority director election policy (the “Policy”). The Policy requires that the form of proxy for the vote at a shareholder meeting where directors are to be elected will provide for separate voting for each director nominee. The Policy requires that any nominee for director who receives a greater number of votes “withheld” than votes “for” his or her election must offer to resign from the Board following the shareholders meeting.

The Board of Directors will consider relevant circumstances surrounding a nominee’s failure to obtain a majority vote and will, in the absence of compelling circumstances, accept the resignation as soon as appropriate, consistent with an orderly transition. The Board will disclose the decision, via press release, announcing the resignation of the director or explaining the reasons justifying the decision not to accept the resignation. It is expected any resignation will be accepted within 90 days. Subject to applicable law, if a resignation is accepted, the Board may (i) leave the vacancy unfilled until the next annual general meeting of shareholders; (ii) fill the vacancy through the appointment of a new director whom the Board considers to merit the confidence of shareholders; (iii) call a special meeting of shareholders at which there will be presented a management slate to fill the vacant position or positions; or (iv) reduce the size of the Board.

Unless the shareholder directs that his or her Common Shares be otherwise voted or withheld from voting in connection with the election of directors, the persons named in the enclosed form of proxy will vote for the election of the eight (8) nominees whose names are set forth below. Management does not contemplate that any of the nominees will be unable to serve as a director but if that should occur for any reason prior to the Meeting or any adjournment thereof, it is intended that discretionary authority shall be exercised by the persons named in the enclosed form of proxy to vote the proxy for the election of any other person or persons in place of any nominee or nominees unable to serve. Each director elected will hold office until the close of business of the first annual meeting of shareholders of the Corporation following his election

unless his office is earlier vacated in accordance with the Corporation’s by-laws, the Policy, and the Business Corporations Act (Ontario).

The following table sets out, for each person proposed to be nominated for election as a director, the person’s name, municipality of residence, position(s) with CSI, principal occupation, the year in which the person became a director, and the approximate number of Common Shares that each has advised are beneficially owned or subject to his or her control or direction, either directly or indirectly.


Name and Place of Residence	Position(s) with CSI	Principal Occupation	Director Since		Common Shares Beneficially Held or Over Which Control is Exercised
Paul McFeeters⁽¹⁾ Toronto, Ontario, Canada	Director	Consultant		2014	—

Jeff Bender Ottawa, Ontario, Canada	Chief Executive Officer, Harris Operating Group	Chief Executive Officer, Harris Operating Group		2013	102,632

Mark Leonard Toronto, Ontario, Canada	President and Chairman of the Board	President and Chairman of the Board of CSI		1995	1,436,136

Ian McKinnon⁽⁴⁾ Toronto, Ontario, Canada	Director	Consultant		2006	1,649

Mark Miller Oakville, Ontario, Canada	Chief Operating Officer, CSI and Chief Executive Officer, Volaris Operating Group	Chief Operating Officer, CSI and Chief Executive Officer, Volaris Operating Group		2013	303,538

Stephen R. Scotchmer⁽²⁾ Oakville, Ontario, Canada	Director and Lead Independent Director	Private Investor		2000	70,637⁽³⁾

Meredith (Sam) Hall Hayes⁽¹⁾ Pointe Claire, Quebec, Canada	Director	Consultant		2013	2,094

Robert Kittel^{(1) (2)} Toronto, Ontario, Canada	Director	Chief Operating Officer of The Westaim Corporation		2013	169

Notes:

(1)	Member of Audit Committee.

(2)	Member of Compensation, Nominating and Human Resources Committee.

(3)	Mr. Scotchmer is also a director of Manitou Capital Corporation, a shareholder of the Corporation.

(4)

The following are brief profiles of each person proposed to be nominated for election as a director, including a description of each individual’s principal occupation within the past five years.

Paul McFeeters — Director

Jeff Bender — Director and Chief Executive Officer, Harris Operating Group

Mr. Bender joined CSI in 1999 after spending 7 years at Deloitte LLP. Mr. Bender has been the Chief Executive Officer for Constellation’s Harris Operating Group since 2002. Mr. Bender is a Chartered Professional Accountant and holds a BCom from Carleton University.

Meredith (Sam) Hall Hayes — Director

Mr. Hayes joined The CSL Group Inc. in 1981. He served as President and CEO from 1995 until his retirement in 2008. Mr. Hayes served as Executive Vice President and CFO from 1992 to 1995 and also served as a Vice President and Treasurer from 1989 to 1992. Prior to that, Mr. Hayes was The CSL Group Inc.’s Director of Finance. He currently holds a director or advisory position at a number of organizations including The CSL Group Inc., CSL Pension Fund Society, Horizon Capital Holdings Inc., Canadian Executive Service Organization, and Cape Breton University’s Shannon School of Business. Mr. Hayes holds a BA (honors) from Bishop’s University in Quebec and attended the Western Executive Program at the University of Western Ontario.

Robert Kittel — Director

Mark Leonard — President and Chairman of the Board

Mr. Leonard founded CSI in 1995. Prior to founding CSI, Mr. Leonard worked in the venture

capital business for eleven years. Mr. Leonard holds a BSc. from the University of Guelph, and a MBA from the University of Western Ontario.

Ian McKinnon — Director

Mark Miller — Chief Operating Officer, CSI and Chief Executive Officer, Volaris Operating Group

Mr. Miller has been with CSI, holding positions with us and our subsidiaries for well over 15 years. Mr. Miller currently spends the majority of his time as the Chief Executive Officer of Volaris Operating Group and Trapeze Operating Group, but also acts as our Chief Operating Officer. Mr. Miller received a B.Sc. in Statistics and a B.Sc. in Mathematics from McMaster University in Hamilton, Ontario. In addition, Mr. Miller has attended the Executive Marketing Program at the Ivey Business School at the University of Western Ontario. Mr. Miller is also on the Board of Directors of Medgate Inc. and pVelocity Inc., two private software companies both headquartered in Toronto, Ontario.

Stephen R. Scotchmer — Director and Lead Independent Director

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING

Management knows of no matters to come before the Meeting other than the matters referred to in the Notice of the Meeting. However, if any other matters which are not now known to management should properly come before the Meeting, the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the proxy.

ADDITIONAL INFORMATION

A copy of this Circular has been sent to each director of the Corporation, to the applicable regulatory authorities, to each shareholder entitled to notice of the Meeting and to the auditors of the Corporation. Additional information relating to the Corporation is available on SEDAR at www.sedar.com. A comprehensive description of the Corporation and its business as well as a summary of the risk factors applicable to the Corporation are set out in the Corporation’s latest available Annual Information Form (“AIF”). Financial information is provided in the Corporation’s annual consolidated financial statements and accompanying management’s discussion and analysis for the fiscal year ended December 31, 2014, both of which are available at www.sedar.com. Copies of the Corporation’s AIF, together with any documents incorporated by reference therein; the Corporation’s most recently filed annual consolidated financial statements, together with the accompanying report of the independent auditor, and any of the Corporation’s condensed consolidated interim financial statements that have been filed for any period after the end of the Corporation’s most recently completed financial year; annual and interim management’s discussion and analysis and this Circular are

available without charge to shareholders of the Corporation, upon request, from the Corporation at:

Constellation Software Inc.

20 Adelaide Street East

Suite 1200

Toronto, Ontario

M5C 2T6

Telephone: (416) 861-2279

Facsimile: (416) 861-2287

Email: info@csisoftware.com

For certain information with respect to the Corporation’s audit committee, including its charter and composition, the relevant education and experience of its members, and services fees paid to the Corporation’s external auditors, please refer to the section entitled “Committees of the Board of Directors” in the Corporation’s AIF dated March 30, 2015.

DIRECTORS’ APPROVAL

The contents of this Circular and the delivery thereof to the shareholders of the Corporation has been approved by the Board of Directors.

DATED the 27th^th day of March, 2015.

ON BEHALF OF THE BOARD OF DIRECTORS

LOGO

Mark Leonard

Chairman and President

SCHEDULE “A”

NATIONAL INSTRUMENT 58-101

DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES

1. Board of Directors

The board of directors of the Corporation (the “Board of Directors” or the “Board”) is currently composed of eight members. All Board members, with the exception of Mark Leonard, Jeff Bender and Mark Miller are independent according to the definition of “independence” set out in NI 58-101 as it applies to the Board of Directors. Mark Leonard, Jeff Bender and Mark Miller are not independent because they are senior officers of the Corporation. As five of the eight existing directors are independent, the Corporation has deemed the majority of the Board to be independent.

The following directors are currently directors of other issuers that are reporting issuers (or the equivalent) in a jurisdiction of Canada or a foreign jurisdiction:


Name		Director of Other Issuer
Robert Kittel		Webtech Wireless Inc.
Ian McKinnon		SMART Technologies Inc.

At regularly scheduled meetings of the Board of Directors, the independent directors hold in camera sessions while members of management are not in attendance. The Board held four in camera sessions during fiscal 2014. The Audit Committee holds in camera sessions with only the external auditors present. The CNHR Committee consists only of independent directors with management attending only by invitation.

Meetings of the Board of Directors are currently chaired by the President of the Corporation, Mr. Mark Leonard, who is not an independent director. The Board of Directors believes that the President is best suited to establish the agenda and ensure that relevant information is made available to the Board of Directors due to his intimate knowledge of the Corporation and its operating businesses. The Board’s non-management or outside directors have unrestricted and direct access to management and the external auditors of the Corporation and meet independently with the auditors at least four times a year through the in camera sessions as noted above. The Board of Directors has appointed Stephen R. Scotchmer, an independent director, as a lead director. As lead director, his role is to chair the in camera sessions held without management in attendance, and communicate the results of those sessions to management.

Since the beginning of the fiscal year ended December 31, 2014, the Board of Directors held eight meetings. The attendance of the individual directors was as follows:


Director	Number of Meetings Attended
J. Brian Aune		5/5
Mark Leonard		8/8
Ian McKinnon		7/8
Paul McFeeters		3/3
Stephen R. Scotchmer		8/8
Meredith (Sam) Hayes		7/8
Robert Kittel		8/8
Jeff Bender		8/8
Mark Miller		8/8

2. Board Mandate

The Board of Directors is responsible for the stewardship of the Corporation, ensuring that long-term value is being created for its shareholders. The Board has adopted a written charter to formalize their responsibilities, a copy of which is attached as Annex I hereto.

3. Position Descriptions

There are no specific written position descriptions for the Chair of the Board, the Chairs of the various Board Committees or the President. The Board and each Committee has a written mandate pursuant to which its members and Chairs can be assessed. The President’s role and responsibilities are assessed periodically by the Board.

4. Orientation and Continuing Education

While the Corporation does not have a formal orientation program for new members of the Board, the President and other members of senior management are and will continue to be available to Board members to discuss the Corporation’s business and assist in the orientation and education of Board members as required. As part of the orientation process, new Board members are provided with copies of the Corporation’s relevant financial data and have the opportunity to attend management meetings.

The Board does not formally provide continuing education to its directors. The directors are experienced members, all of whom are or have been directors on boards of other companies. The Board of Directors relies on professional assistance when considered necessary in order to be educated or updated on a particular topic.

5. Ethical Business Conduct

The Corporation has not adopted a written code of conduct and ethics. The Board’s mandate requires that business be conducted ethically and in compliance with applicable laws and regulations. In addition, most employees and officers of the Corporation have signed employment contracts that require that ethical and lawful behaviour must be exhibited at all times. In addition, most of the subsidiaries of the Corporation have codes of conduct in place and available to their employees which further outline what behaviour is/is not tolerated. Lastly, the Corporation has established a whistleblower policy which outlines the procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting control or auditing matters as well as other issues.

Under the Business Corporations Act (Ontario), to which the Corporation is subject, a director or officer of the Corporation must disclose to the Corporation, the nature and extent of any interest that he or she has in a material contract or material transaction, whether made or proposed, with the Corporation, if the director or officer: (a) is a party to the contract or transaction; (b) is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or (c) has a material interest in a party to the contract or transaction. Subject to limited exceptions set out in the Business Corporations Act (Ontario), the director cannot vote on any resolution to approve the contract or transaction and must recuse himself or herself from the decision-making process pertaining to a contract or transaction in which he or she has an interest.

6. Nomination of Directors

The Board of Directors has delegated to the CNHR Committee the responsibility for identifying new candidates for Board nomination and proposing such nominees to the Board. Board members or management may suggest candidates for consideration by the Committee. Prospective candidates are interviewed by the President and by other Board members on an ad hoc basis.

All of the members of the CNHR Committee are independent according to the definition of “independence” set out in NI 58-101. The powers and responsibilities of the CNHR Committee are set out in the Committee’s written mandate, a copy of which is attached as Annex II hereto.

7. Compensation

The Board periodically reviews the remuneration of directors and makes adjustments where considered necessary. The CNHR Committee considers responsibilities, skills and competitive compensation in determining remuneration. With respect to the compensation of the Corporation’s officers, see “Compensation Discussion and Analysis” above.

The Board of Directors has established the CNHR Committee whose primary role and responsibility concerns human resources and compensation policies and processes, including:

•

Ensuring that the Corporation’s compensation programs balance the needs of shareholders and employees;

•

Reviewing and approving total remuneration of the President and other senior executives and the total allowance for increases to other employees;

•

Monitoring the Corporation’s succession plans; and

•

As required, recommending candidates for the Corporation’s Board of Directors.

The following sets out the relevant education and experience of each director relevant to the performance of his duties as a member of the CNHR Committee:

Mr. Scotchmer has been a director and/or officer of both private and public companies, and has served on the compensation committee of several companies.

Mr. Kittel is the Chief Operating Officer of The Westaim Corporation since January 2013. He also served as a director on several public boards, both in Canada and the United States. Mr. Kittel holds a BBA Honours (Gold Medalist) from Wilfrid Laurier University and is a Chartered Professional Accountant and a Chartered Financial Analyst.

Corporate objectives are established periodically by the Board of Directors. Executive performance is assessed at least annually by the CNHR Committee against those objectives. No compensation consultant or advisor was retained by the Corporation during the fiscal year ended December 31, 2014.

8. Other Board Committees

Other than the Audit Committee and CNHR Committee, the Board does not have any other committees in place.

9. Assessments

Each Committee reviews and assesses the adequacy of its Committee mandate on a periodic basis and recommends any proposed changes to the Board for approval. The Board in conjunction with the President periodically reviews and assesses the effectiveness of the Board as a whole, the membership of the Board committees, the mandates and activities of each committee and the contribution of individual directors. Feedback is obtained from members of the Board and the various Committees on an informal basis, which the Board believes is sufficient to address any changes that may be necessary or desirable.

10.

Term Limits

CSI does not have term limits for directors. While there is benefit to adding new perspectives to the Board from time to time, there are also benefits to be achieved by continuity and directors having in-depth knowledge of each facet of CSI’s businesses. CSI’s Board believes that the key to effective leadership is to choose directors and officers that, having regard to a wide array of factors, possess the range of necessary skills, experience, commitment and qualifications that are best suited to fostering effective leadership and decision-making at the Company.

11.

Representation of Women on the Board and in Executive Officer Positions

CSI does not currently have any female directors on the Board or in executive officer positions. Similar to term limits, CSI does not have a policy on the representation of women on the Board or in senior management and has not adopted any targets with respect to such representation, as the Board does not believe that quotas or strict rules result in the identification or selection of the best candidates. Rather selection is made as per the criteria described above and elsewhere in this Circular (such as merit, skills, qualifications, needs of the Company at the time, etc.).

ANNEX I

BOARD MANDATE

CONSTELLATION SOFTWARE INC.

CORPORATE GOVERNANCE

BOARD OF DIRECTORS

MANDATE

The Board of Directors is responsible for the stewardship of the Company, ensuring that long-term value is being created for its shareholders.

BOARD COMPOSITION

The Board of Directors of the Company is currently comprised of eight Directors and is comprised of a majority of independent Directors.

The number of Directors may be set from time to time by the Board within the minimum and maximum numbers approved by the shareholders.

The Directors shall be elected by the shareholders, except as permitted by the Ontario Business Corporations Act. Where a vacancy arises the Compensation, Nominating and Human Resources (“CNHR”) Committee will recommend an appropriate person to fill such vacancy, at the Board’s discretion, or the Board may decide to reduce the size of the Board. The Board will appoint a Chairman and a Corporate Secretary. The Chairman shall be designated from among the members of the Board. A lead Director will be chosen each year to act as Chairman in instances when the Board meets without the Chairman being present.

MEETINGS AND BOARD PROCESS

The Board shall meet at least five times per year, once after each quarter, and once when the drafts of the Annual Information Circular, Annual Report, and Proxy have been prepared. The Board will meet more frequently if circumstances dictate.

Board meetings will allow for input from all Board members. Any Director may request that the lead Director co-ordinate a meeting of the non-management members of the Board. Board and Board Committee liaison with the Company will be principally through the President. The Board may, from time to time, assign specific duties and tasks to individuals or committees.

Audit and CNHR Committees have been established. Each of the Committees shall operate under a written Mandate document approved by the Board. The two standing Committees of the Board shall be comprised entirely of non-management Directors. The Board will review and approve the reports and/or minutes of the Committees.

Periodically the Board will evaluate the effectiveness of the Board as a whole and ensure that appropriate succession plans are in place. This may include: Reviewing the process for nominating, orienting, and remunerating Board members, determining the committees required, and changing the mandates for the committees.

The Board has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and has direct access to the books, records, facilities and personnel of the organization. The Board has the ability to retain, at the Company’s expense, special legal, accounting or other consultants or experts it deems necessary in the performance of its duties.

RESPONSIBILITIES

The Board members shall ensure that:

•

All Board members understand the business of the Company;

•

Processes are in place to effectively plan, monitor and manage the long-term viability of the Company;

•

There is a balance between long and short-term goals and risks;

•

Management’s performance is adequate and that an adequate management succession plan is in place;

•

Communication with shareholders and other stakeholders is timely and effective;

•

Business is conducted ethically and in compliance with applicable laws and regulations; and

•

All matters requiring shareholder approval are referred to them.

OPERATIONAL MATTERS

In the process of executing its responsibilities the Board will:

•

Review corporate performance on a quarterly basis;

•

Periodically adjust hurdle rates used to assess acquisitions;

•

Review and approve all business acquisitions over certain thresholds in existing verticals and all acquisitions in new verticals (the Board of Directors may change the threshold requiring approval);

•

Review and approve divestitures;

•

Review and approve dividend payments;

•

Ensure that management compensation is appropriate;

•

Review and approve company banking and borrowing resolutions;

•

Review and approve any changes in the issued shares;

•

Review accounting policies, internal control and audit procedures;

•

Review and approve the annual information circular and proxy for the annual meeting of shareholders;

•

Review and approve the annual financial statements and the interim consolidated quarterly results;

•

Recommend to the shareholders the appointment of auditors and their remuneration; and

•

Provide advice to management.

ANNEX II

COMPENSATION, NOMINATION AND HUMAN RESOURCE (“CNHR”)

COMMITTEE MANDATE

The purpose of the CNHR Committee is to assist and where appropriate make recommendations to the Board of Directors and President concerning matters relating to the Company’s employees and directors.

The Committee exists at the pleasure of the Board, and its Mandate may be changed by the Board at any time.

Responsibilities

The CNHR Committee’s duties and responsibilities are to:

•

Ensure the Company’s compensation programs balance the needs of shareholders and employees;

•

Review and approve total remuneration of the President and other senior executives and the total allowance for increases to other employees;

•

Review the Company’s succession plans; and

•

As required, recommend candidates for the Company’s Board of Directors.

Composition

The CNHR Committee shall be comprised of two or more independent directors as determined and appointed by the Board.

The Committee may elect its own chairman and secretary. The secretary to the Committee need not be a member of the Committee.

Meetings

The Committee shall meet at least twice per year and more frequently if circumstances dictate. The Chairman shall report on the Committee’s activities and make recommendations to the Board for approval.

Committee liaison with the Company will be principally through the President.

The Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and has direct access to the books, records, facilities and personnel of the organization. The CNHR Committee has the ability to retain, at the Company’s expense, special legal, accounting or other consultants or experts it deems necessary in the performance of its duties.

Exhibit 3.1

KPMG LLP

Yonge Corporate Centre

4100 Yonge St.

Suite 200

North York, ON M2P 2H3

Telephone (416) 228-7000

Fax (416) 228-7123

Internet www.kpmg.ca

AUDITORS’ CONSENT

The Board of Directors

Constellation Software Inc.

We consent to the use of our audit report, dated February 25, 2015, on the consolidated financial statements of Constellation Software Inc. (the “Entity”), which comprise the consolidated statements of financial position as at December 31, 2014 and December 31, 2013, the consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the years in the two-year period ended December 31, 2014, and notes, comprising a summary of significant accounting policies and other explanatory information, which is included in amendment no. 1 to the registration statement on Form F-7 of the Entity, dated the date hereof.

/s/ KPMG LLP

Chartered Professional Accountants, Licensed Public Accountants

April 20, 2015

Toronto, Canada

Exhibit 5.2

THIS FIRST SUPPLEMENTAL INDENTURE dated as of —, 2015

BETWEEN:

CONSTELLATION SOFTWARE INC., a corporation amalgamated pursuant to the laws of Ontario

(hereinafter referred to as the “Company”)

- and -

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada

(hereinafter referred to as the “Debenture Trustee”)

WHEREAS by a trust indenture (the “Original Indenture”) dated as of October 1, 2015 between the Company and the Debenture Trustee, provision was made for the issue of an unlimited aggregate principal amount of Unsecured Subordinated Floating Rate Debentures, Series 1 of the Company (the “Initial Debentures”);

AND WHEREAS $68 million principal amount of Initial Debentures were issued on October 1, 2014 and $28 million principal amount of Initial Debentures were issued on November 19, 2014 pursuant to the terms of the Original Indenture;

AND WHEREAS the Company is desirous of (i) issuing an additional $— million principal amount of Initial Debentures on or about September 30, 2015 (the “2015 Debentures”) under the provisions of the Original Indenture and this First Supplemental Indenture, and (ii) amending certain provisions of the Original Indenture to clarify and supplement certain of the terms included therein;

AND WHEREAS all necessary acts and proceedings have been done and taken and all necessary resolutions have been passed to authorize the execution and delivery of this First Supplemental Indenture, to make the same effective and binding upon the Company;

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Company and not by the Debenture Trustee;

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSES, and it is hereby agreed and declared, as follows:

ARTICLE 1

INTERPRETATION

1.1

To be Read with Original Indenture; Governing Law.

This First Supplemental Indenture is supplemental to the Original Indenture. The Original Indenture and this First Supplemental Indenture shall hereafter be read together and shall have effect, so far as practicable, as if all the provisions of the Original Indenture and this First Supplemental

Indenture were contained in one instrument, which instrument shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Each of the parties hereto hereby acknowledges that it has consented to and requested that this document be drawn up in the English language only. Les parties aux présentes ont exigé que la présente convention ainsi que tous les documents et avis qui s’y rattachent et qui en découleront soient redigés en langue anglaise.

1.2

Benefits of First Supplemental Indenture.

For greater certainty, this First Supplemental Indenture is being entered into with the Debenture Trustee for the benefit of the holders of the Initial Debentures and the Debenture Trustee declares that it holds all rights, benefits and interests of this First Supplemental Indenture on behalf of and as agent for, the holders of the Initial Debentures and each such person who becomes a holder of the Initial Debentures from time to time.

1.3

Headings, etc.

The division of this First Supplemental Indenture into Articles and Sections, and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this First Supplemental Indenture or of the Debentures.

1.4

Incorporation of Certain Definitions.

All terms contained in this First Supplemental Indenture which are defined in the Original Indenture, as supplemented and amended to the date hereof, shall, for all purposes hereof, have the meanings given to such terms in the Original Indenture, as so supplemented and amended, unless otherwise defined herein or unless the context otherwise specifies or requires.

1.5

Definition of “This First Supplemental Indenture”.

The term “this First Supplemental Indenture”, whenever used herein, means the Original Indenture as supplemented and amended by all indentures supplemental thereto, including this supplemental indenture.

ARTICLE 2

DEBENTURES

2.1

Limitation on Issue and Designation.

The aggregate principal amount of 2015 Debentures that may be issued and certified hereunder shall consist of and be limited to $— principal amount of Debentures designated as “Unsecured Subordinated Floating Rate Debentures, Series 1”.

2.2

Terms of the 2015 Debentures.

The 2015 Debentures shall be in the same form, and shall have the same terms, as the Initial Debentures, as set forth in the Original Indenture, with necessary modifications to reflect that the 2015 Debentures shall be issued on, and dated as of, September 30, 2015. For greater certainty, the

2015 Debentures shall form part of, and be fungible with, the Initial Debentures, as such term is used in the Original Indenture.

ARTICLE 3

AMENDMENT

3.1 Notwithstanding Section 2.4(f) of the Original Indenture, Initial Debentures issued in accordance with one or more interest reinvestment plans established by the Company from time to time may be issued in denominations of less than $100.

3.2 Section 2.4 of the Original Indenture is amended by deleting subsection 2.4(h) thereof and replacing it with the following:

(h)

Unless otherwise specified in an indenture supplemental hereto, any PIK Debentures issued to the holders of the Initial Debentures in accordance with Section 2.13 will have the same terms and conditions as the Initial Debentures and will form part of the principal amount of such Initial Debentures. If, on any Interest Payment Date, the Company fails to pay the amount of interest owing on the Initial Debentures in full in cash, the Company will not (A) declare or pay dividends of any kind on the Common Shares, nor (B) participate in any share buyback or redemption involving the Common Shares, until the date on which the Company pays such interest (or the unpaid portion thereof) in cash to holders of Initial Debentures; provided, however, that if the Company has issued PIK Debentures in respect of all or a portion of the amount of interest owing on the Initial Debentures on one or more Interest Payment Dates, the Company may resume declaring and paying dividends of any kind on the Common Shares and participating in any share buyback or redemption involving the Common Shares beginning on the earlier of (i) the next Interest Payment Date in respect of which the Company pays the amount of interest owing on the Initial Debentures in full in cash and (ii) the date on which the Company repays all amounts owing under such PIK Debentures.

ARTICLE 4

MISCELLANEOUS PROVISIONS

4.1

Confirmation of Original Indenture

The Original Indenture, as amended and supplemented by the this First Supplemental Indenture, is in all respects confirmed.

4.2

Acceptance of Trusts

The Trustee hereby accepts the trusts in this First Supplemental Indenture declared and provided for and agrees to perform the same upon the terms and conditions and subject to the provisions set forth in the Original Indenture.

4.3

Counterparts and Formal Date

This First Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of which shall together constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear a date as of the date first written above.

[remainder of page intentionally left blank]

IN WITNESS whereof the parties hereto have executed this First Supplemental Indenture by the hands of their proper officers.


CONSTELLATION SOFTWARE INC.

Per:
		Name: Jamal Baksh
		Title: Chief Financial Officer


COMPUTERSHARE TRUST COMPANY OF CANADA

Per:
		Name:
		Title:

Per:
		Name:
		Title:

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