PREMIUM BRANDS HOLDINGS CORPORATION

PREMIUM BRANDS HOLDINGS CORPORATION
ANNUAL INFORMATION FORM
For the year ended December 25, 2010
March 9, 2011

Premium Brands Holdings Corporation
Annual Information Form
Table of Contents
ABOUT THIS ANNUAL INFORMATION FORM.............................................................. 1
FORWARD LOOKING STATEMENTS ................................................................................................... 1
CORPORATE STRUCTURE............................................................................................ 3
STRUCTURE OF THE COMPANY ........................................................................................................ 3
GENERAL DEVELOPMENT OF THE BUSINESS .......................................................... 5
2005.............................................................................................................................................. 5
2006.............................................................................................................................................. 6
2007.............................................................................................................................................. 6
2008.............................................................................................................................................. 7
2009.............................................................................................................................................. 7
2010.............................................................................................................................................. 8
2011.............................................................................................................................................. 8
DESCRIPTION OF THE BUSINESS.............................................................................. 10
TRANSFORMATION TO A BRANDED SPECIALTY FOOD AND DIFFERENTIATED FOOD DISTRIBUTION
COMPANY..................................................................................................................................... 10
COMPETITIVE ADVANTAGES .......................................................................................................... 10
GROWTH STRATEGY ..................................................................................................................... 12
PRODUCTS ................................................................................................................................... 14
CUSTOMERS................................................................................................................................. 14
SALES AND MARKETING ACTIVITIES ............................................................................................... 16
SUPPLIERS AND RAW MATERIALS .................................................................................................. 17
RESEARCH AND PRODUCT DEVELOPMENT ..................................................................................... 18
MANUFACTURING AND PRODUCTION FACILITIES ............................................................................. 19
HUMAN RESOURCES..................................................................................................................... 20
PROPRIETARY BRANDS AND TRADE MARKS ................................................................................... 20
REGULATORY ENVIRONMENT AND FOOD SAFETY ........................................................................... 21
COMPETITION ............................................................................................................................... 21
SEASONALITY ............................................................................................................................... 22
REPORTING SEGMENTS ................................................................................................................ 22
RISK FACTORS ............................................................................................................................. 23
DIVIDENDS .................................................................................................................... 24
CAPITAL STRUCTURE ................................................................................................. 25
MARKETS FOR SECURITIES ....................................................................................... 26
ESCROWED SECURITIES ............................................................................................ 27
DIRECTORS AND OFFICERS....................................................................................... 28
DIRECTORS .................................................................................................................................. 28
OFFICERS..................................................................................................................................... 29
AUDIT COMMITTEE........................................................................................................................ 29
AUDIT COMMITTEE CHARTER......................................................................................................... 30
PRE-APPROVAL POLICIES AND PROCEDURES................................................................................. 30
AUDIT FEES.................................................................................................................................. 30
PROMOTERS................................................................................................................. 31
LEGAL PROCEEDINGS AND REGULATORY ACTIONS ............................................ 32
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS....... 33
TRANSFER AGENT AND REGISTRARS ..................................................................... 34
MATERIAL CONTRACTS.............................................................................................. 35
DOCUMENTS INCORPORATED BY REFERENCE...................................................... 36
INTERESTS OF EXPERTS ............................................................................................ 37
ADDITIONAL INFORMATION ....................................................................................... 38
AUDIT COMMITTEE CHARTER.................................................................... Schedule A

PREMIUM BRANDS INCOME HOLDINGS CORPORATION
ANNUAL INFORMATION FORM
ABOUT THIS ANNUAL INFORMATION FORM
This Annual Information Form (“AIF”) contains important information that will help you make
informed decisions about investing in Premium Brands Holdings Corporation. It describes
Premium Brands Holdings Corporation and its operations and prospects as well as the risks and
other factors associated with its business.
Premium Brands Holdings Corporation carries on its business directly and through its subsidiaries
and in this AIF “we”, “us”, “our”, “Premium Brands”, and the “Company”, refer collectively to
Premium Brands Holdings Corporation and its subsidiaries, unless the context specifies or
implies otherwise.
This AIF is dated as of March 9, 2011 and except as otherwise indicated; the information
contained in it is current as of March 9, 2011.
For reporting purposes, the Company prepares its financial statements in Canadian dollars and in
conformity with Canadian generally accepted accounting principles (“GAAP”). Except as
otherwise indicated, all dollar amounts in this AIF are expressed in Canadian dollars.
Forward Looking Statements
From time to time the Company makes written and verbal forward looking statements.
Statements of this type are included in this Annual Information Form, including documents
incorporated by reference, and may be included in other filings with Canadian securities
regulators or in other communications such as press releases and corporate presentations.
Forward looking statements include, but are not limited to, statements about the Company’s
objectives and strategies, targeted and expected financial results and the outlook for the
Company’s businesses. Forward looking statements generally can be identified by the use of the
words “may”, “could”, “should”, “would”, “will”, “expect”, “intend”, “plan”, “estimate”, “project”,
“anticipate”, “believe” or “continue”, or the negative thereof or similar variations.
By their very nature, forward looking statements involve numerous assumptions. Although the
Company believes that the expectations reflected in such forward looking statements are
reasonable and represent its internal expectations and belief as of March 9, 2011, such
statements involve unknown risks and uncertainties beyond the Company’s control which may
cause its actual performance and results in future periods to differ materially from any estimates
or projections of future performance or results expressed or implied by such forward looking
statements. Some of the factors that could cause actual results to differ materially from the
Company’s expectations are outlined below under Description of the Business – Risk Factors.
These and other factors should be considered carefully, and readers are cautioned not to place
undue reliance on these forward looking statements as a number of important factors could cause
the Company’s actual results to differ materially from the expectations expressed in such forward
looking statements.

Forward looking information contained or incorporated by reference in this discussion and
analysis is based on various assumptions. Assumptions used by the Company are based on
information currently available to it, including information obtained from third party sources, and
include those outlined below. Readers are cautioned that this list of assumptions is not
exhaustive.
Current economic conditions in Canada will continue to show modest improvement in the
near to medium future and, corresponding with such improvement, consumers will return to
pre-2009 buying patterns in the convenience store, hotel and restaurant food channels;
The average cost of the basket of commodities the Company purchases on a regular basis
will continue to fluctuate in line with historic trends;
The Company will be able to continue to access sufficient goods and services for its
manufacturing and distribution operations;
There will be no material changes in the competitive environment or consumer food
consumption trends in the markets in which the Company’s various businesses compete;
There will be no significant changes to Canada’s historic weather patterns;
There will be no material changes in the Company’s relationships with its larger customers;
The Company will be able to negotiate new collective agreements with no labour disruptions;
The Company will be able to continue accessing sufficient qualified staff;
The Company will be able to continue to access reasonably priced debt and equity capital;
The Company’s average interest cost on floating rate debt will increase modestly in the near
to medium future;
Contractual counterparties will continue to fulfill their obligations to the Company; and
There will be no material changes to the tax and other regulatory requirements governing the
Company.
Unless otherwise indicated, the forward looking information in this document is made as of March
9, 2011 and, except as required by applicable law, will not be publicly updated or revised. This
cautionary statement expressly qualifies the forward looking information in this document.
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CORPORATE STRUCTURE
Premium Brands Holdings Corporation (“PBHC” or the “Company”) has its principal and head
office located at 7720 Alderbridge Way, Richmond, British Columbia V6X 2A2, and its registered
office located at 2600 Manulife Place, 10180 – 101 Street, Edmonton, Alberta T5J 3Y2.
The Company is the successor to Premium Brands Income Fund (the “Fund”) which, in turn, was
a successor to Premium Brands Inc. (“PBI”).
On July 22, 2009 the Fund was converted from a publicly traded income fund to a publicly traded
corporation pursuant to a court sanctioned plan of arrangement (the “Arrangement”) under the
Canada Business Corporations Act involving, among others, the Fund and the Company (known
prior to the Arrangement as Thallion Pharmaceuticals Inc. and renamed “Premium Brands
Holdings Corporation”) (the “Conversion”).
Pursuant to the Arrangement, Fund unitholders exchanged their units (the “Units”) for Common
Shares (the “Shares”) of the Company, and the Fund became a wholly-owned subsidiary of the
Company. Subsequent to the Arrangement the Fund was wound up.
Structure of the Company
The following diagram illustrates the organizational structure of the Company and its principal
subsidiaries.
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Debentureholders
100% of Convertible
Debentures (1)
PB Holdings
GP (2)
PB Operating
GP (4)
80%
Duso’s
Enterprises
Ltd.
GP Unit
100% Common
Shares
76%
Maximum
Seafood (6)
100%
GP Notes
100%
PB USA (7)
50%
Made-Rite Meat
Products LP (8)
Notes:
(1) “Convertible Debentures” mean: (i) the aggregate amount of $40.3 million of debentures having a maturity date of December 31, 2014 and,
subject to certain conditions, convertible into Common Shares of the Company at a price of $14.50 per Common Share; and (ii) the aggregate
amount of $57.3 million of debentures having a maturity date of December 31, 2015 and, subject to certain conditions, convertible into
Common Shares of the Company at a price of $22.40 per Common Share.
(2) “PB Holdings GP” means Premium Brands Holdings GP Inc., a corporation existing under the laws of Canada.
(3) “PBHLP” means Premium Brands Holdings Limited Partnership, a limited partnership formed pursuant to the laws of the Province of
Manitoba.
(4) “PB Operating GP” means Premium Brands Operating GP Inc., a corporation existing under the laws of Canada.
(5) “PBOLP” means Premium Brands Operating Limited Partnership, a limited partnership formed pursuant to the laws of the Province of
Manitoba.
(6) “Maximum Seafood“ means Medex Fish Importing & Exporting Co. Ltd., a corporation existing under the laws of Canada.
(7) “PB USA” means Premium Brands Holdings Inc., a corporation formed under the laws of the State of Washington.
(8) “Made-Rite Meat Products LP” means Made-Rite Meat Products Limited Partnership, a limited partnership formed pursuant to the laws of
the Province of Alberta.
(9) “Centennial Foodservice” means the general partnership, known as Centennial Foodservice, existing under the laws of the Province of
Alberta.
(10) “Stuyver’s Operating LP” means Stuyver’s Operating Limited Partnership, a limited partnership formed pursuant to the laws of the Province
of Alberta.
4
100% Class A
LP Units
GP Unit
100% Class B LP Units
PBHLP (3)
100%
Premium Brands Holdings
Corporation
Centennial
Foodservice (9)
Shareholders
100% Class A LP Units
PBOLP (5)
80%
100% Common
Shares
100%
SK Food Group
Inc.
Stuyver’s Operating
LP (10)

GENERAL DEVELOPMENT OF THE BUSINESS
PBHC is a food focused holding company investing in:
Manufacturers and wholesalers of specialty food products with strong proprietary
brands and leading niche market positions.
PBHC defines specialty food products as those where the consumer’s purchasing decision is
based primarily on factors other than price, such as quality, convenience, product
consistency, health and/or lifestyle. Examples of its specialty food products include meat
snacks such as pepperoni, beef jerky and kippered beef; snack foods such as fresh and
individually wrapped pastries and cookies; concession products such as popcorn, hot and
frozen beverage supplies and ice cream accessories; fresh and pre-packaged sandwiches;
delicatessen items such as European-style deli meats, cheeses, fresh salads, wraps and
specialty crackers; and premium smoked sausages.
The Company’s focus on this segment of the food industry is based on the ability of specialty
food companies, in general terms, to earn higher and more consistent selling margins and to
avoid competing with major food manufacturers that produce and distribute mainstream food
products on a larger scale.
Differentiated food distribution businesses.
The Company’s focus on this segment of the food industry is based on the ability of these
companies, in general terms, to generate higher margins by offering customers unique
service and product solutions that differentiate them from distributors who are primarily
focused on logistics. Furthermore, these businesses enable the Company to generate and
sustain additional margin by providing its specialty food manufacturing businesses with
proprietary access to a diversified customer base.
The Company’s current distribution businesses service approximately 26,000 customers,
including convenience stores, gas bars, restaurants, delicatessens, small specialty grocery
chains, hotels and institutions, across most of Canada.
Over the past six years, the following significant events and transactions have taken place:
2005
In May 2005, PBI completed the acquisition of Harlan Fairbanks for approximately $12.9 million in
cash and 1,274,000 common shares. Harlan Fairbanks is the largest provider of products and
equipment to independent foodservice concession operators in western Canada, serving over
8,000 customers, including hotels, restaurants, recreation facilities and carnivals.
In June 2005, PBI acquired the 10% interest in its subsidiary Quality Fast Foods Ltd. (“QFF”) held
by minority shareholders for $1.5 million and 18,182 common shares. QFF is the largest
manufacturer of pre-packaged sandwiches and burgers in western Canada.
In July 2005, PBI announced the completion of a plan of arrangement pursuant to which it was
converted from a publicly traded corporation to a publicly traded income trust. All outstanding
common shares of PBI were exchanged for units of the Fund and exchangeable units (which
were exchangeable into Fund units on a one-for-one basis) issued by a subsidiary of the Fund.
Immediately following the income trust conversion the Fund's Units began trading on The Toronto
Stock Exchange under the symbol “PBI.UN”.
Concurrent with the plan of arrangement the Fund issued 3,275,000 Units in an initial public
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offering at a price of $10.70 per Unit for gross proceeds of $35.0 million and incurred issuance
costs of $3.9 million.
2006
In February 2006, the Fund merged its U.S. based meat snack operation with Hempler
Enterprises, Inc., a specialty sausage and premium processed meats manufacturer based in
Bellingham, Washington, resulting in a new entity - Hempler Foods Group LLC (“Hempler’s”).
Under the terms of the merger, both the Fund and Hempler Enterprises, Inc. each moved their
respective U.S. production facilities into a new 28,000 square foot facility located in Ferndale,
Washington in exchange for a 50% interest in Hempler’s.
In April 2006, the Fund acquired an additional 10% interest in Hempler’s for US$580,000,
increasing its total interest to 60%.
Also in April 2006 the Fund completed the acquisition of a 50% interest in Made-Rite Meat
Products LP (“Made-Rite”) for $0.9 million. Made-Rite is a supplier to the Fund of meat snack
products.
In May 2006 the Fund completed the acquisition of Gloria’s Catering for $0.8 million and a $0.2
million note payable in May 2009.
In June 2006 the Fund completed the acquisition of Pop’s E-Z Popcorn & Supply (“Pop’s E-Z”)
for $0.6 million and a $0.4 million note payable in four equal annual instalments. Pop’s E-Z is a
distributor of concessionary equipment and related products to customers in western Washington.
In July 2006 the Fund issued a US$6.1 million industrial revenue bond (“IRB”), the proceeds of
which were used to repay temporary debt put into place to finance the construction of Hempler’s
new 28,000 square foot production facility located in Ferndale, Washington. The IRB is a low
cost financing instrument available in the U.S. for U.S. based capital projects that meet certain
conditions.
Also in July 2006 the Fund shut down its Goodlife Foods frozen foods retail operation, and by the
end of 2006 liquidated primarily all of Goodlife Food’s assets.
In October 2006 the Fund issued 2,444,280 Units in a public offering at a price of $11.60 per Unit
for gross proceeds of $28.4 million, and incurred issuance costs of $1.8 million.
In December 2006 the Fund completed the acquisition of Creekside Custom Foods (“Creekside”)
for $4.0 million. Creekside is a manufacturer and distributor of a variety of “grab-and-go” fresh
food items in Southern B.C. and owns the Bread Garden brand name.
2007
In July 2007 the Fund completed the acquisition of Centennial Foodservice for $84.7 million.
Centennial is western Canada’s leading specialty distributor of high quality “centre-of-the-plate”
protein products to the foodservice industry.
Concurrent with the Centennial acquisition, the Fund restructured a portion of its debt, resulting in
its syndicated debt facilities being replaced by: (i) a $22.0 million revolving facility to be used to
fund the Company’s working capital needs and general business purposes; (ii) a $64.0 million
non-revolving facility to be used to fund the Centennial acquisition; and (iii) a $40.0 million
revolving facility to be used to fund the Centennial acquisition ($20.0 million) and future project
capital expenditures and acquisitions.
6

In August 2007 the Fund completed the acquisition of an 80% interest in Stuyver’s Operating
Limited Partnership (“Stuyver’s”) for $7.1 million. Stuyver’s is a western Canada based specialty
bakery focusing on artisan breads and other baked goods.
2008
In April 2008, the Fund brought into production a new 20,000 square foot meat snack production
facility located in Langley, B.C. This facility replaced an older 7,000 square foot meat snack
production facility located in Surrey, BC.
Also in April 2008, the Fund completed the acquisition of Noble House Distributors for $1.6 million
and a three year promissory note for $0.5 million. Noble House is a direct-to-store distributor
operating in Northern Alberta with a fleet of seven trucks and is a distributor for the Company’s
Direct Plus direct-to-store distribution network.
In May 2008, the Fund completed the acquisition of the B.C. operations of Mrs. Willman’s Baking
Limited for $1.4 million plus a five year promissory note for $0.3 million. In addition, the Fund
agreed to pay a 2.5% royalty, to a maximum of $0.7 million, on sales of Mrs. Willman’s products
to certain defined customers over the next ten years.
In June 2008, the Fund shut down its Creekside business’ Vancouver, BC facility and moved its
production into the new 27,000 square foot facility resulting from the Mrs. Willman’s acquisition.
In July 2008, the Fund negotiated a $10.0 million increase in its syndicated debt facilities.
In August 2008, the Fund completed the acquisition of B&C Food Distributors Ltd. (“B&C”) for
$7.9 million. B&C provides custom portion cutting and distribution of high quality protein products
to restaurants, hotels and institutions on Vancouver Island. In addition, it generates distribution
efficiencies by providing warehousing and distribution services to grocery retailers on Vancouver
Island, most of which is done on a cost plus basis.
In September 2008, one of the Fund’s plants issued a significant recall for pre-packaged
sandwiches that had potentially been contaminated with Listeria monocytogenes. The recall was
completed in an orderly manner with minimal customer complaints and no known instances of
consumer illness associated with the consumption of these products.
2009
In February 2009, the Fund acquired an interest in S.J. Irvine Fine Foods Ltd. (“Irvine”) for $2.6
million, consisting of $1.4 million for a 25% equity interest and $1.2 million for a promissory note.
As part of the transaction the Fund negotiated certain call options that enable it to increase its
ownership in Irvine to 100% over time. Irvine, which started operations in January 2008,
manufactures high quality processed meats for the foodservice and retail industries out of a
modern 40,000 square foot facility located in Saskatoon, SK.
Also in March 2009, the Fund acquired the business and working capital assets of Multi-National
Foods (“MNF”) for approximately $1.7 million. MNF is a food brokerage business based in
Calgary, AB.
In July 2009, the Fund completed a transaction by way of a plan of arrangement with Thallion
Pharmaceuticals Inc. (“Thallion”) which resulted in the Fund converting from a publicly traded
income trust to a publicly traded corporation and the unitholders of the Fund becoming
shareholders of the PBHC. The costs associated with the conversion were approximately $10.4
million, consisting of $8.9 million paid to Thallion and $1.5 million for transaction costs.
7

Also in July 2009, PBHC negotiated a number of changes to its senior credit facilities, including
extending their maturity date to July 2012 and adding a new $10.0 million facility to fund the costs
associated with its conversion from a publicly traded income trust to a publicly traded corporation.
In October 2009, PBHC entered into a contract with the Vancouver Organizing Committee for the
2010 Olympic and Paralympic Winter Games under which it became a “Friends of the Games”
sponsor and the exclusive supplier of pre-made sandwiches and wraps, hot dogs, deli meats and
meat snacks to the 2010 Olympic and Paralympic Winter Games.
Also in October 2009, PBHC permanently shut down its 25,000 square foot deli meats processing
facility located in Edmonton, Alberta (the “Edmonton Plant”). A portion of the Edmonton Plant’s
production was transferred to the Company’s Richmond, BC deli plant and the balance to the
Saskatoon, SK plant operated by Irvine.
In November 2009, PBHC completed a public offering of $40.3 million of convertible unsecured
subordinated debentures resulting in net proceeds of $37.9 million, after underwriting fees of $1.6
million and costs of approximately $0.8 million.
2010
In January 2010, PBHC completed the acquisition of Vancouver, BC based South Seas Meats
Ltd. (“SSM”) for approximately $2.1 million. SSM is a leading regional distributor of specialty
meats, including a wide range of Halal and other ethnic foods, to restaurants, hotels and specialty
butcher shops in the Greater Vancouver area.
In March 2010, PBHC completed the acquisition of an 80% interest in Vancouver, BC based
Duso’s Enterprises Ltd. (“Duso’s”) for approximately $5.6 million. Duso’s is a specialty
manufacturer of high quality branded and private label fresh pastas and sauces.
In June 2010, PBHC acquired a 76% interest in Toronto, ON based Medex Fish Importing and
Exporting Co. Ltd. doing business as Maximum Seafood (“Maximum Seafood”) for
approximately $16.7 million. Maximum is a leading supplier of a variety of fresh and live seafood
products to the Toronto, Ottawa, and Montreal markets.
In October 2010, PBHC completed the acquisition of SK Food Group Inc. (“SK Food Group”) for
approximately US$42.5 million. SK Food Group is a leading manufacturer of artisan sandwiches
and wraps and sells to customers across the US and Canada.
In conjunction with the SK Food Group acquisition, PBHC negotiated the following changes to its
senior credit facilities: (i) the available credit under a revolving credit facility was increased from
$40.0 million to $45.0 million; (ii) their maturity date was extended from July 2012 to October
2013; (iii) the allowable ratio of senior funded debt to EBITDA was increased to 3.5:1 for the
subsequent four fiscal quarters, after which it would return to the previously required levels; and
(iv) the interest cost associated with the facilities was decreased by 50 basis points.
In November 2010, PBHC completed the acquisition of a 60% interest in Nanaimo, BC based
Hub City Fishers Ltd. (“Hub”) for approximately $1.4 million. Hub is a value-added seafood
processor operating on Vancouver Island.
2011
In January 2011, PBHC completed a public offering of $57.5 million of convertible unsecured
subordinated debentures resulting in net proceeds of $54.6 million, after underwriting fees of $2.3
million and costs of approximately $0.6 million.
8

In February 2011, PBHC completed the acquisition of Canada Bread Company Limited’s (Toronto
Stock Exchange symbol: CBY) eastern Canada based pre-packaged sandwich manufacturing
and direct-to-store delivery operations for approximately $8.0 million. This new business will
operate under the name Les Aliments Deli Chef (“Deli Chef”).
9

DESCRIPTION OF THE BUSINESS
Transformation to a Branded Specialty Food and Differentiated Food Distribution
Company
The Company was founded in 1917 in Vancouver, British Columbia and initially carried on
business under the name “Fletcher's” and later “Fletcher’s Fine Foods Ltd.”. Fletcher’s Fine
Foods Ltd. completed an initial public offering in November 1996 and began trading on the
Toronto Stock Exchange (“TSX”) under the symbol FFF. In 2000, the then controlling
shareholder, a large vertically integrated grain company, made a strategic decision to divest its
controlling interest in the Company, which had until that time been considered an important
vehicle for vertical integration with its grain and livestock businesses. Coincident with this
decision, the Company’s name was changed to “Premium Brands Inc.”.
The sale by the former controlling shareholder of its interest in the Company in 2001 enabled
management to pursue a new strategic vision: the transformation from an integrated, commoditybased
meat company into a food holding company investing in: (i) food manufacturers with
specialty food products, strong brands and leading niche market positions; and (ii) differentiated
food distribution businesses.
Through this transition Premium Brands sold approximately $170 million of non-core assets and
investments, invested considerable capital in new and existing specialty food manufacturing and
differentiated food distribution businesses and significantly improved its margins and overall
profitability.
Competitive Advantages
The Company has developed a number of competitive advantages that it believes (see Forward
Looking Statements) will enable it to continue to generate stable revenue and cash flows,
including the following:
Focus on Specialty Food Product Businesses
By focusing on the specialty food segment of the food industry, the Company is able to avoid
competing directly with large, multi-national, mainstream food product-focused companies as the
business models, production processes and organizational competencies required to compete
effectively in the specialty foods segment are more consistent with those of smaller, regionally
focused companies.
The Big Fish in a Small Pond
As the owner of a number of specialty food manufacturers, each operated on a semi-autonomous
basis, the Company is able to maintain a regional specialty focus while at the same time gaining
competitive advantages over other smaller specialty food businesses by using its overall size to
generate economies of scale for purchasing, product marketing and promotion, distribution and
information systems development.
Leading Brands
Most of the Company’s specialty food manufacturing businesses sell their products under a
variety of proprietary brands, many of which are recognized as the leading brand within a
segment of the specialty food market (see Proprietary Brands and Trademarks). These brands
provide a significant competitive advantage as consumer brand recognition is a critical
component in the successful marketing of specialty food products.
10

Focus on Differentiated Distribution Businesses
As described below, each of the Company’s four distribution businesses, Direct Plus Food Group,
Centennial Foodservice (which includes B&C), Harlan Fairbanks and Maximum Seafood, provide
a unique product and/or service offering that enable them to avoid competing directly with the
large mainstream distributors who are primarily focused on logistics rather than value-added
services and products. Furthermore, each one of the Company’s distribution businesses has a
leading market share position in the niche market that it services.
Direct Plus Food Group (“DPFG”)
DPFG, which includes the Company’s recently acquired Deli Chef business (see General
Developments of the Business – 2011) operates the largest refrigerated direct-to-store
distribution (“DSD”) network in Canada, servicing approximately 13,000 delicatessens, small
specialty grocery chains, convenience stores and gas bars in Quebec, Ontario, Manitoba,
Saskatchewan, Alberta and British Columbia. This network not only provides a logistical solution
to its customers but also a variety of valuable support services, including product promotion and
development programs, in-store merchandising and inventory management.
DPFG’s DSD network includes 311 trucks consisting of its own fleet of 188 trucks and 123 trucks
owned and operated by regional third-party DSD service providers that DPFG sells to in order to
maximize its market penetration and provide better service to its large multi-unit customers.
As a result of the scale and market position of DPFG’s DSD network, access to its full customer
base is difficult and creates a significant barrier to entry for competing specialty food
manufacturers. Accordingly, in many cases, the Company is in the unique position of controlling
both the content and the pipeline in a number of segments of the retail specialty foods market.
Centennial Foodservice
Centennial is western Canada’s largest specialty distributor of high quality “centre-of-the-plate”
protein products to restaurants, hotels, schools and hospitals. By focusing on a niche product
segment of the foodservice market, namely protein, with unique, quality focused, branded product
programs, Centennial is able to differentiate itself from broadline foodservice distributors who are
more focused on providing customers with logistics.
Centennial further differentiates itself by providing fresh portion cutting and other value-added
services to its customers at each of its nine distribution facilities located across western Canada.
Centennial’s distribution network includes nine distribution centres and its own fleet of 68 trucks.
Harlan Fairbanks
Harlan Fairbanks operates the largest distribution network supplying western Canadian based
independent concession operators with a full line of concession equipment, supplies and service.
By offering vendors all three elements, Harlan Fairbanks not only improves the economics of
selling to smaller concession operators but is also able to create unique selling and promotion
programs for this diverse customer group.
Harlan Fairbank’s distribution network includes eight distribution centres and its own fleet of 20
trucks.
Maximum Seafood
Maximum Seafood is the leading wholesaler and distributor of specialty fresh and live seafood
11

products in Ontario and Quebec. Its unique selection of specialty seafood products sourced from
around the world enable it to offer its customers differentiated product solutions.
Maximum Seafood’s distribution network includes a fleet of eight delivery trucks operating in
southern Ontario and parts of Quebec, as well as a fleet of ten long haul trucks that source fresh
and live seafood from across Canada and the U.S.
Customer Diversification
The Company’s differentiated food distribution businesses provide its specialty food
manufacturing businesses with direct access to a diverse customer base of approximately 13,000
retailers and 13,000 foodservice operators.
Business Risk Diversification
By owning a number of specialty food manufacturing and distribution businesses operating in
various segments of the food industry under many different leading brand names, the Company is
able to diversify its exposure to a variety of risks including commodity input price increases,
competitive threats, product recalls and abrupt changes in consumer buying patterns.
Favourable Consumer Trends
The specialty foods industry is benefiting from a number of longer term consumer trends,
including:
i. demand for foods focusing on convenience due to people’s busier lifestyles (dual working
parents, longer work commute times, increased out-of-home activities, etc);
ii. demand for higher quality, premium and gourmet food products driven largely by the
aging baby boomer generation; and
iii. demand for healthier for you products driven by a variety of factors including increased
consumer awareness and aging demographics.
Entrepreneurial Culture
The Company has fostered among its businesses a culture based on the core values of
entrepreneurialism. Correspondingly, it empowers its people to make decisions and has avoided
creating the bureaucratic structures and multiple management layers associated with many large
food companies. This has resulted in a very dynamic and creative environment whereby its
businesses can identify opportunities and issues quickly and, more importantly, react to those
situations quickly.
Global Procurement
The Company has developed an exceptional team of buyers and a global network of suppliers
that enable it to access high quality input commodities from around the world at very competitive
prices as well as source new product offering opportunities for its differentiated food distribution
businesses.
Growth Strategy
The Company believes it is well-positioned to benefit from the numerous positive trends
impacting the North American food industry (see Favourable Consumer Trends) and intends to
grow the cash flows of its various specialty food manufacturing and differentiated food distribution
12

usinesses by building on their leading market positions and continuing to generate cross selling
opportunities among them (see Forward Looking Statements). Specific growth strategies include
the following:
Expand Product Offering and Brand Portfolio
The Company’s specialty food manufacturing businesses (which have consistently been able to
bring new and innovative food products to market in response to emerging market trends and
untapped market demand) will continue to develop new products as well as invest in their leading
brands.
Furthermore, these businesses will continue to use the Company’s food distribution businesses
to: (i) access a wide variety of customers and gain their insight into market trends and new
product development opportunities; and (ii) test new products without incurring significant listing
or other fees often associated with launching a new product through the large grocery retailers.
Leverage Proprietary Distribution Networks
Over the past five years, the Company has expended considerable financial capital and
management effort in developing its differentiated food distribution businesses. The Company is
now in a position to leverage these businesses’ capacity and scalable systems, without the need
for significant capital expenditures, to generate additional sales from sources that include:
i. products manufactured by the Company’s specialty food manufacturing businesses;
ii. products produced under co-packing arrangements and sold under the Company’s
brands;
iii. products sold under third-party manufacturers’ brands; and
iv. products of other companies acquired by Premium Brands.
Expand into New Geographic Markets
The Company intends to generate growth over the next several years from initiatives aimed at
growing its market share in central Canada and the western United States. A key driver for this
growth will be the extension of the Company’s existing brands and distribution capabilities into
these geographic markets.
Pursue Strategic Acquisitions
As it has successfully done in the past, the Company intends to continue to actively pursue
opportunities to acquire businesses that expand its portfolio of specialty food products, customer
base, distribution capabilities and/or geographic reach. Management will continue to utilize a
disciplined approach to acquisitions, looking for businesses with strong brands, leading market
positions, excellent management teams, strong growth opportunities and the potential for
synergies.
The Canadian specialty food segment, as well as the distribution segments that the Company
competes in, are highly fragmented and management believes there to be numerous attractive
acquisition candidates.
13

Products
The Company’s diversified group of businesses offers a wide selection of specialty food products.
The following is a summary of its sales, by product category and by reporting segment (see
Reporting Segments) for 2009, 2010 and 2010 adjusted:
Sales by Product Category
(in millions of dollars unless stated otherwise)
Product Category 2010 2010 2009
Adjusted Sales Sales
Sales
(1)
Retail segment:
Sandwiches 116.8 18.4% 50.9 9.5% 30.7 6.6%
Premium processed meats 76.5 12.0% 76.5 14.3% 71.0 15.4%
Meat snacks 47.8 7.5% 47.8 8.9% 50.9 11.0%
Deli products 26.2 4.1% 26.0 4.9% 25.3 5.5%
Baked goods 23.0 3.6% 23.0 4.3% 22.8 4.9%
Mainstream processed meats 11.5 1.8% 11.5 2.1% 9.8 2.1%
Pasta 7.6 1.2% 6.5 1.2% 2.0 0.4%
Other 6.5 1.0% 5.8 1.1% 5.1 1.1%
315.9 49.6% 248.0 46.3% 217.6 47.0%
Foodservice segment:
Seafood 93.2 14.6% 60.0 11.2% 29.7 6.4%
Beef 88.3 13.9% 88.3 16.5% 89.9 19.4%
Pork 37.3 5.9% 37.3 7.0% 36.9 8.0%
Poultry 33.6 5.3% 33.6 6.3% 34.7 7.5%
Concession products and equipment 29.7 4.7% 29.7 5.5% 30.2 6.5%
Other 38.3 6.0% 38.3 7.2% 23.8 5.2%
320.4 50.4% 287.2 53.7% 245.2 53.0%
Net sales 636.3 100.0% 535.2 100.0% 462.8 100.0%
(1) Based on 2010 sales adjusted to reflect an estimated full year of sales from businesses acquired
part way through 2010.
Approximately 50% of the Company’s sales consist of products sold under one of the proprietary
brands owned and controlled by the Company. The balance of its sales consists of third party
branded products, which represent approximately 30% of its total sales, and products sold on an
unbranded basis.
Customers
The Company’s customers can be grouped into three general categories, as follows:
Chains and Large Format Stores. This category includes large national and regional grocery
chains (e.g. Loblaws, Sobeys, Safeway, Overwaitea) and warehouse clubs (e.g. Costco) that
predominantly receive deliveries from the Company’s specialty food manufacturing
businesses at centralized warehouses and take responsibility for all activities from that point
forward, including delivery to individual stores, inventory management, store display and
promotional activities.
The relationships with these retailers tend to be centralized (i.e., at the corporate level rather
than the store level) and include formal marketing arrangements such as listing fees, rebate
programs, in-store promotional costs and co-op advertising fees. The supply of products to
these retailing formats tends to be dominated by large, multi-national, mainstream-focused
food manufacturers.
14

Independent and Specialty Retailers. This category includes direct and indirect sales to
retailers such as independent grocery and general stores, convenience stores (e.g. 7-Eleven,
Mac’s), gas bars (e.g. Shell, Petro-Canada, Esso), drug stores (e.g. Shopper’s Drug Mart,
Pharma Plus), a variety of specialty food retailers (e.g. Whole Foods Market, Choices) and
cafes selling convenience type grab-and-go foods such as fresh pre-made sandwiches and
pastries (e.g. Starbucks, Seattle’s Best).
A significant portion of these sales are through the Company’s DPFG distribution business or
through third party DSD distributors as these customers often require, in addition to
distribution, a variety of support services including product promotion and development
programs, in-store merchandising and inventory management.
The Company’s relationships with these retailers are at both the store and, where applicable,
corporate levels.
In general terms, smaller regionally focused food manufacturers and distributors can compete
more effectively in this customer category.
Foodservice. This category includes mainly direct and indirect sales to commercial
foodservice operators whose business is out of home food and beverage preparation and
service, such as restaurants, bars, concessions and caterers, and non-commercial
foodservice operators whose primary business is something other than food and beverage,
but includes some component of foodservice, such as hotels, recreation facilities, schools
and hospitals. In addition, Foodservice includes the food trading activities of the Company’s
Worldsource food brokerage business which leverages the Company’s global procurement
initiatives (see Competitive Advantages – Global Procurement) to take advantage of product
trading opportunities.
Direct foodservice sales, which account for the majority of the Company’s total foodservice
sales, are made through the Company’s Centennial, Harlan Fairbanks and Maximum
Seafood proprietary distribution networks. Direct foodservice sales customers often rely on
the Company’s distribution networks for differentiated product solutions as well as a variety of
support services, including menu planning, portion cutting, equipment purchase/lease
options, and equipment service programs. Relationships with these customers are at both
the store and, where applicable, the corporate levels.
The Company’s indirect foodservice sales are primarily through large broadline distributors
who purchase a wide variety of products from food and non-food manufacturers and then
warehouse, market, sell and deliver them to foodservice customers. The Company’s
relationship, with respect to indirect foodservice sales, is mainly with the end foodservice
customer who uses the broadline distributor for logistical purposes.
The Company’s food trading sales are to a broad range of customers and are generated by
Worldsource’s traders through direct relationships with customers.
15

The following is a summary of the Company’s 2009, 2010 and 2010 adjusted sales, by reporting
segment (see Reporting Segments), to each of the different customer categories:
Sales by Customer Category
(in millions of dollars)
Customer Category 2010 2010 2009
Adjusted Sales Sales
Sales
(1)
Retail segment:
Independent and Specialty Retailers 185.5 29.2% 119.2 22.3% 98.8 21.3%
Chains and Large Format Stores 116.8 18.3% 115.5 21.5% 110.0 23.8%
Other 13.6 2.1% 13.3 2.5% 8.8 1.9%
315.9 49.6% 248.0 46.3% 217.6 47.0%
Foodservice segment:
Foodservice – Direct 231.6 36.4% 231.6 43.3% 224.8 48.6%
Foodservice – Indirect 10.9 1.7% 10.5 2.0% 2.7 0.6%
Trading 16.3 2.6% 16.3 3.0% 17.6 3.8%
Other 61.6 9.7% 28.8 5.4% 0.1 0.0%
320.4 50.4% 287.2 53.7% 245.2 53.0%
Net sales 636.3 100.0% 535.2 100.0% 462.8 100.0%
(1) Based on 2010 sales adjusted to reflect an estimated full year of sales from businesses acquired
part way through 2010.
Sales and Marketing Activities
The Company has a variety of sales and marketing structures, each of which is designed for the
specific type of customers that it services.
Independent and Specialty Retailers
Approximately 50% of the Company’s sales to independent and specialty retailers are through
DPFG’s proprietary DSD network (see Competitive Advantages – Direct Plus Food Group). All of
these sales are made by drivers who are commission-based sales representatives that, in
addition to delivering products, sell and merchandise products directly at customers’ stores. For
multi-store specialty retailers serviced through the Company’s DSD network, the listing of the
Company’s products by such retailers is generally negotiated with a centralized buyer by DPFG’s
corporate account sales representatives.
The balance of the Company’s sales to independent and specialty retailers consists primarily of
sales of its branded products to third party distributors who, in turn, sell the products to
independent and specialty retailers. For approximately 20% of these sales, the Company’s
corporate account sales representatives maintain a direct relationship with the retailer, providing
them with product development, promotion and support services.
Chains and Large Format Stores
Sales to chains and large format stores are managed by corporate account sales representatives
who generally represent only one or a select group of the Company’s specialty food businesses
or brands.
By maintaining separate business groups for its various product lines and/or brands, the
Company creates additional points of contact with its customers and helps to avoid margin
pressure associated with consolidated buying programs. Furthermore, this strategy ensures that
corporate account sales representatives fully understand the points of differentiation of the
16

products they represent.
Foodservice - Direct
Direct foodservice sales are generally conducted through the Company’s Centennial, Maximum
Seafood and Harlan Fairbanks distribution businesses.
Sales through Centennial are managed primarily by commission based sales representatives who
call on customers both at the store and, where applicable, the corporate levels.
Sales through Maximum Seafood are managed primarily by sales representatives who call on
customers both at the store and, where applicable, the corporate levels.
Sales through the Harlan network are mainly managed by a combination of telemarketers, who
accept and solicit orders from existing customers, and sales representatives, who focus mostly on
new selling opportunities.
Foodservice - Indirect
Indirect foodservice sales to large broadline distributors are primarily managed by sales
representatives in the Company’s E1even Group, which represents all of the Company’s brands
to this group of customers. The E1even Group’s sales representatives also focus on developing
direct-selling relationships with large regional and national restaurant chains that rely on broadline
foodservice distributors for logistics.
Foodservice - Trading
The Company’s trading sales are managed by traders at its Worldsource business.
Approximately 50% of the products sold by Worldsource are shipped directly to customers from
third party manufacturers’ facilities and the balance from inventory using independent freight
providers.
Suppliers and Raw Materials
Approximately 50% of the Company’s sales are from products manufactured by its specialty
foods businesses, with the balance from products sourced from a variety of third-party
manufacturers.
Internally Manufactured Products
Of the 50% of the Company’s sales from products produced internally, approximately 85% are
sold under one of the Company’s brand names, 5% under one of the Company’s customer’s
brand names and 15% as unbranded. The production of these products requires a variety of raw
materials, all of which are readily available from a variety of manufacturers, suppliers and
brokers.
17

The following table outlines the Company’s most significant raw material / commodity purchases
for 2010 and 2009:
Raw Material / Commodity Purchases
(in millions of dollars)
Product Category 2010 % of 2009 % of
Manufacturing:
Purchases Sales Purchases Sales
Pork 32.0 6.0% 23.1 5.0%
Beef 12.0 2.2% 11.5 2.5%
Bread 7.4 1.4% 3.1 0.7%
Cheese 5.3 1.0% 3.0 0.6%
Poultry 3.9 0.7% 3.8 0.8%
Energy costs 2.5 0.5% 2.4 0.5%
Flour 1.3 0.2% 1.4 0.3%
Distribution:
Beef 71.5 13.4% 77.7 16.8%
Seafood 48.7 9.1% 25.2 5.4%
Pork 29.7 5.5% 28.7 6.2%
Poultry 22.7 4.2% 29.1 6.3%
Cheese 4.3 0.8% 4.5 1.0%
Fuel 2.5 0.5% 2.2 0.5%
Energy costs 1.0 0.2% 1.0 0.2%
The Company’s margins are subject to cyclical trends in the above commodities. However, in
general terms, it is able to mitigate the impact of increases in the price of a commodity due to its
limited exposure to any single commodity and its ability, over time, to pass on increased costs to
its customers by raising selling prices.
Products Sourced From Third-Party Manufacturers
Approximately 50% of the Company’s sales consist of products sourced from a variety of thirdparty
manufacturers with about 10% of these products being sold under one of the Company’s
brand names, 30% being sold under third party brand names, and 60% being sold as unbranded.
In general terms, the third party sourced products that are sold under one of the Company’s
brand names are differentiated, value-added items and, as a result, have limited commodity risk
associated with them. The remaining third party sourced products are generally sold based on a
targeted percentage mark-up to the cost of the product, which results in relatively stable margins.
Research and Product Development
A core part of the Company’s strategy is the development and introduction of new products. New
product development is not the responsibility of a specific department but is, instead, a function
that is undertaken by each of the Company’s specialty food manufacturing and differentiated food
distribution businesses.
Many of the Company’s new products are developed as a direct response to consumer demand
for a particular product. Its businesses identify these opportunities as well as other emerging
trends through frequent and consistent interaction with the Company’s 26,000 customers in the
retail and foodservice segments, and by attending various food show events across North
America and Europe.
18

To minimize the risks associated with the introduction of new products, the Company has often
been able to successfully use its distribution businesses to generate consumer demand prior to
incurring the promotion and listing fees associated with selling new products to chains and large
format stores.
Manufacturing and Production Facilities
The following table describes the Company’s significant production facilities and distribution
centres:
Facility Lease Expiry Operations Size (sq. ft.)
Surrey, BC Owned Direct Plus distribution centre 66,000
Richmond, BC July 31, 2013 European deli meats and meat snacks 57,000
Langley, BC December 31, 2025 Artisan breads and baked goods (2) 53,041
Langley, BC March 1, 2018 Meat snacks 34,000
Saanichton, BC August 31, 2018 Centennial distribution centre (1) 31,000
Burnaby, BC Monthly (2) Artisan breads and baked goods (2) 29,200
Richmond, BC July 31, 2021 Centennial distribution centre (1) 28,600
Delta, BC April 30, 2017 Fresh sandwiches and pastries 27,000
Nanaimo, BC November 15, 2020 Seafood processing 16,000
Delta, BC June 30, 2011 (3) Harlan distribution centre 13,200
Port Coquitlam, BC February 28, 2012 Fresh pastas and sauces 13,054
Richmond, BC January 10, 2015 South Seas distribution centre 8,800
Kelowna, BC May 31, 2015 Centennial distribution centre (1) 8,500
Prince George, BC Owned Centennial distribution centre (1) 7,800
Nanaimo, BC February 28, 2012 Harlan distribution centre 7,500
Calgary, AB May 31, 2020 Centennial distribution centre (1) 38,000
Edmonton, AB July 29, 2012 Fresh and pre-packaged sandwiches
and burgers
36,600
Edmonton, AB December 31, 2022 Centennial distribution centre (1) 32,100
Edmonton, AB Owned Pre-packaged sandwiches and burgers 22,000
Calgary, AB June 1, 2016 Harlan / Direct Plus distribution centre 20,000
Edmonton, AB August 31, 2015 Harlan distribution centre 13,100
Yorkton, SK Owned Premium processed meats and meat
snacks
140,000
Saskatoon, SK April 30, 2015 Harlan distribution centre 11,900
Regina, SK July 31, 2014 Harlan distribution centre 10,000
Regina, SK Owned Centennial distribution centre (1) 7,800
Saskatoon, SK June 30, 2012 Centennial distribution centre (1) 6,600
Winnipeg, MB January 21, 2016 Harlan / Direct Plus distribution centre 31,000
Toronto, ON March 31, 2017 Fresh and live seafood distribution 28,500
Etobicoke, ON September 30, 2012 Pre-packaged sandwiches and burgers 20,000
Gatineau, QC August 18, 2011 (4) Pre-packaged sandwiches and burgers 65,000
Laval, QC October 31, 2014 Deli Chef distribution centre 23,000
Reno, Nevada January 31, 2017 Pre-packaged artisan sandwiches and
wraps
150,000
Ferndale, Washington Owned Meat snacks and premium processed
meats
28,000
Seattle, Washington March 31, 2015 Harlan distribution centre 14,500
(1) Facility also has a custom cutting operation that provides portion cutting services and produces a variety of valueadded
fresh protein products.
(2) The Company is in the process of transitioning its Stuyver’s artisan bread operation from its existing facility in
Burnaby, BC to a new facility in Langley, BC. The transition, which includes the installation of new state-of-the-art
19

production equipment at the Langley facility, is expected to be completed in the fourth quarter of 2011.
(3) The Company is in the process of negotiating a lease renewal for this facility.
(4) The Company has the option to negotiate a longer term lease in the event that it determines that this facility is
economically viable.
Human Resources
The Company currently employs approximately 2,183 employees, including both union and nonunion
hourly and salaried employees. The following table provides a breakdown of employees,
by reporting segment (see Reporting Segments):
Category Number of Employees
Retail Foodservice Corporate
Segment Segment
Production 1,006 277 -
Sales and distribution 288 233 -
Administration 138 112 26
Management 66 34 3
Total 1,498 656 29
The Company has in place the following labour contracts for non-management employees:
Number of Operation Employee Contract
Employees Organization Expiry Date
169 Deli meats – Richmond, BC Union May 31, 2013
186 Processed meats – Yorkton, SK Association December 31, 2013
14 Centennial – Kelowna, BC Union December 8, 2011
73 Centennial – Richmond, BC Union January 9, 2014
32 Direct Plus – Surrey, BC Union March 31, 2016
To date, there have not been any major labour disruptions at any of the Company’s businesses
and the Company believes that current labour relations are excellent and does not anticipate
labour disruptions in the foreseeable future (see Forward Looking Statements).
Proprietary Brands and Trade Marks
Premium Brands markets products under a number of proprietary brands. In the retail channel,
these include:
McSweeney’s #1 shelf stable meat snack brand in Canada in the
convenience store channel
Grimm’s #1 pepperoni brand in western Canada in the retail channel
Harvest #1 specialty smoked sausage brand in western Canada in the
retail channel
Quality Fast Foods / Hygaard #1 and #2 pre-packaged sandwich brands in western Canada
Bread Garden #1 brand in the fresh “grab-and-go” category in the Greater
Vancouver Region
Hempler’s #1 specialty smoked sausage brand for niche food retailers in
the State of Washington
Other proprietary brands in the retail channel include: Oven Pride, Baguetta and Deli Chef (prepackaged
sandwiches), Duso’s (fresh pasta and sauces) and Audrey’s (pre-packaged pastries)
In the foodservice channel, the Company’s proprietary brands include: Gourmet Ground (coffee),
Glacial Ground (iced cappuccino), Centennial and B&C Foods (a variety of high quality protein
20

products), Canterbury Beef (a line of differentiated beef products), Wild Dave’s (burger patties),
Arctic Mist (ice cream accessories) and Nonna’s Secreto (pasta and sauces).
The Company also has exclusive use in certain defined geographical areas and market segments
of several leading third party brands including: Slush Puppie (slush drinks) and Sterling Silver
(high end steak and other beef products).
Regulatory Environment and Food Safety
Government agencies in Canada and in other markets where the Company sells its products
regulate the processing, packaging, distribution, advertising and storage of food products. In
Canada the Canadian Food Inspection Agency (the “CFIA") is the regulatory agency responsible
for monitoring federally inspected facilities handling meat products. Only federally inspected
meat handling facilities are permitted to ship their products outside of the province in which they
are located.
The Company’s pre-packaged sandwich, pasta, meat snack, deli meat and premium processed
meat plants are all federally inspected and as such are permitted to ship their products out-ofprovince.
In addition, each of these plants has a Hazard Analysis Critical Control Point
(“HACCP”) program that meets or exceeds CFIA standards. HACCP is the operational
component of broader programs like Total Quality Management and ISO 9000 and sets
standards for quality control throughout the production process.
Both the Company’s Delta, BC fresh sandwich and pastry plant and its Burnaby, BC artisan
bakery are HACCP compliant and GFTC (Guelph Food Technology Centre) certified.
Each of the Company’s specialty food businesses have designated employees who specialize in
the design and monitoring of HACCP programs and other regulatory compliance matters. The
Company’s policy is to ensure that all of its products meet or exceed regulatory safety standards.
Competition
The number of competitors and the degree of competition within the North American food industry
varies greatly by product segment and region.
Competitors to the Company’s specialty food manufacturing businesses tend to be smaller, often
regionally focused companies. Furthermore the specialized knowledge and expertise required in
the production of specialty foods, along with the important role that brand recognition plays in the
marketing of them, generally creates a significant barrier to entry for new competitors.
In certain product categories, such as premium processed meats, the Company’s specialty food
manufacturing businesses also compete indirectly with larger national and international
manufacturers selling generally lower priced mainstream products.
In the fresh pasta category, the Company’s primary competitor is a large Canadian food company
who controls a significant portion of the Canadian retail market. More recently, the Company
experienced some competition from U.S. manufacturers entering the Canadian fresh pasta
market.
Competitors to the Company’s differentiated distribution businesses also tend to be smaller, more
regionally focused companies. Furthermore, the large geographical area of western Canada
relative to its small population base creates certain logistical challenges that act as a significant
barrier to entry for new competitors. In some cases, regional operators are affiliated through
larger buying groups, which somewhat enhance their buying power and competitive positions.
21

The Company’s differentiated distribution businesses also indirectly compete with larger
distribution businesses, such as retail wholesale distributors and broadline foodservice
distributors, who are more focused on providing low cost logistics than differentiated products and
services.
Seasonality
The Company’s quarterly results are subject to fluctuations associated with the impact on
consumer demand of seasonal changes in weather. In general terms, results are weaker in the
first quarter due to a combination of:
Winter weather conditions, which result in less consumer travelling and outdoor activities and,
in turn, reduced consumer traffic through many of the Company’s convenience oriented
customers’ stores (such as convenience stores, gas stations, restaurants and concessionary
venues) and reduced demand for its outdoor oriented products (such as barbeque and onthe-go
convenience foods).
A general decline in consumer activity at the beginning of each calendar year.
The Company’s results then peak in the spring and summer months due to favourable weather
conditions and decline in the fourth quarter due to a return to poorer weather conditions.
In 2011 the Company expects its results to continue to be impacted by seasonal factors;
however, due to the acquisition of less seasonally dependent businesses in 2010, namely
Maximum Seafood and SK Food Group (see General Development of the Business – 2010), it
expects this impact to be reduced as compared to prior years (see Forward Looking Statements).
Reporting Segments
The Company has the following two reporting segments as defined under GAAP:
Retail
The Retail segment includes the Company’s specialty food manufacturing businesses (such as
Harvest, Grimm’s, Hygaard, Quality Fast Foods, Creekside Custom Foods, Stuyver’s Bakestudio,
Duso’s, SK Food Group and Deli Chef) and its Direct Plus and Deli Chef retail distribution
businesses. Substantially all of the Retail segment’s external sales are to; (i) retailers, including
delicatessens, small specialty grocery chains, convenience stores, gas bars, large national and
regional grocery chains and warehouse clubs; and (ii) cafes selling convenience type grab-andgo
foods such as fresh pre-made sandwiches and pastries.
Foodservice
The Foodservice segment includes the Company’s Centennial Foodservice, B&C Food
Distributors, Harlan Fairbanks, E1even Group, South Seas and Maximum Seafood businesses.
With the exception of Maximum Seafood, all of these businesses are primarily focused on
foodservice customers such as restaurants, concessions, bars, caterers, hotels, recreation
facilities, schools and hospitals. With respect to Maximum Seafood, it has been included in the
Foodservice segment on the basis that (i) many of its customers are distributors who sell
Maximum Seafood’s products to foodservice customers; and (ii) Maximum Seafood will be
working closely with Centennial Foodservice and B&C Food Distributors in the implementation of
the Company’s national seafood strategies.
22

Risk Factors
The Company is subject to a number of risks and uncertainties related to its businesses that may
have adverse effects on its results of operations and financial position. These risks and
uncertainties include: (i) seasonal and/or weather related fluctuations in the Company’s sales; (ii)
changes in consumer discretionary spending resulting from changes in economic conditions
and/or general consumer confidence levels; (iii) changes in the cost of raw materials used in the
production of the Company’s products; (iv) changes in the cost of products sourced from third
party manufacturers and sold through the Company’s proprietary distribution networks; (v) risks
associated with the Company’s conversion from a publicly traded income trust to a publicly traded
corporation, including related changes in Canada’s income tax laws; (vi) changes in the
Company’s relationships with its larger customers; (vii) potential liabilities and expenses resulting
from defects in the Company’s products; (viii) changes in consumer food product preferences; (ix)
competition from other food manufacturers and distributors; and (x) new government regulations
affecting the Company’s business and operations.
Details on these risk factors as well as other factors that could potentially impact the Company’s
results of operations and financial position can be found in the Company’s Management’s
Discussion and Analysis (“MD&A”) for the fiscal year ended December 25, 2010 under the
heading “Risks and Uncertainties”, which is incorporated by reference herein. The Company’s
MD&A has been filed electronically through SEDAR and is available online at www.sedar.com.
23

DIVIDENDS
The Company has a policy of declaring cash dividends on its common shares. Its current annual
dividend rate is $1.176 per share, payable quarterly.
The Company is continually assessing its dividend policy based on a number of considerations
including the performance of its businesses, debt repayment obligations, acquisition
opportunities, capital expenditure requirements, access to debt and equity financing, significant
changes, if any, in the status of one or more of the risk factors facing the Company (see
Description of the Business – Risk Factors) as well as other factors including those that may
become relevant in the future and, correspondingly, there can be no assurance that its current
dividend will be maintained.
The Company does not intend to use any future growth in its cash flow to increase its dividend in
the near or medium term but rather will focus on reducing the ratio of its dividends paid to its free
cash flow and using the additional cash to pay down debt and fund business acquisitions and
capital projects (see Forward Looking Statements).
Prior to the conversion of the Fund to the Company (see Corporate Structure), the Fund paid an
annual distribution of $1.176 per Unit, payable monthly. The particulars of distributions declared
by the Fund from January 1, 2008 to July 22, 2009, and the dividends declared by the Company
from July 22, 2009 to December 31, 2010 are as follows:
Payment Period Record Date Nature of Amount
2008:
Payment per Unit/
Share
January January 31, 2008 Distribution $0.098
February February 29, 2008 Distribution $0.098
March March 31, 2008 Distribution $0.098
April April 30, 2008 Distribution $0.098
May May 30, 2008 Distribution $0.098
June June 30, 2008 Distribution $0.098
July July 31, 2008 Distribution $0.098
August August 29, 2008 Distribution $0.098
September September 30, 2008 Distribution $0.098
October October 31, 2008 Distribution $0.098
November November 28, 2008 Distribution $0.098
December
2009:
December 31, 2008 Distribution $0.098
January January 30, 2009 Distribution $0.098
February February 27, 2009 Distribution $0.098
March March 31, 2009 Distribution $0.098
April April 30, 2009 Distribution $0.098
May May 29, 2009 Distribution $0.098
June June 30, 2009 Distribution $0.098
Third quarter September 30, 2009 Dividend $0.294
Fourth quarter December 31, 2009 Dividend $0.294
2010:
First quarter March 31, 2010 Dividend $0.294
Second quarter June 30, 2010 Dividend $0.294
Third quarter September 30, 2010 Dividend $0.294
Fourth quarter December 31, 2010 Dividend $0.294
24

CAPITAL STRUCTURE
The Company is authorized to issue an unlimited number of Common Shares. The holders of
Common Shares are entitled to:
dividends, if, as and when declared by the Company’s Board of Directors;
one vote per Share at meetings of the holders of Common Shares of the Company; and
upon liquidation, dissolution or winding-up of the Company, to participate in the distribution of
the remaining property and assets of the Company.
As at March 9, 2011 there were 18,259,269 Common Shares of the Company issued and
outstanding.
25

MARKETS FOR SECURITIES
The Fund’s Units traded on The Toronto Stock Exchange (TSX) under the trading symbol PBI.UN
until July 26, 2009, at which point they were replaced by Company’s Common Shares which
trade on the TSX under the symbol PBH (see Corporate Structure).
The following table sets forth the price range and trading volume of the Company’s common
shares as recorded by the TSX for each month in which the units and/or shares traded in 2010.
Month High Low Volume
January 2010 14.90 13.12 801,900
February 2010 14.55 13.25 428,500
March 2010 14.95 12.70 912,600
April 2010 14.60 13.50 388,900
May 2010 13.85 12.00 750,400
June 2010 13.62 12.20 416,200
July 2010 13.16 12.50 404,834
August 2010 13.68 12.95 476,346
September 2010 14.38 13.00 587,419
October 2010 14.50 13.80 1,098,480
November 2010 14.47 13.92 1,031,265
December 2010 14.22 13.80 972,028
In November 2009, the Company issued $40.3 million of debentures which trade on the TSX
under the symbol PBH.DB.
The following table sets forth the price range and trading volume of the Company’s debentures as
recorded by the TSX for each month in which the debentures traded in 2010.
Month High Low Volume
January 2010 107.15 103.50 1,123,000
February 2010 106.50 105.50 486,000
March 2010 106.50 104.50 1,690,000
April 2010 106.50 104.50 778,000
May 2010 107.00 100.00 1,818,000
June 2010 105.00 102.50 341,000
July 2010 105.25 103.50 227,000
August 2010 106.50 105.00 107,000
September 2010 107.99 105.50 426,000
October 2010 108.50 106.25 498,000
November 2010 108.50 107.01 372,000
December 2010 108.25 106.01 670,000
In January 2011, the Company issued $57.5 million of debentures which trade on the TSX under
the symbol PBH.DB.A.
26

Not applicable.
ESCROWED SECURITIES
27

Directors
DIRECTORS AND OFFICERS
The following table sets forth certain information with respect to the Directors of the Company as
at March 9, 2011.
Name and Position or Principal Occupation at Present Period of Number of
Office with the Service Shares
Company
(4)
Owned
and/or
Controlled
Johnny Ciampi (1)
Vancouver, BC
Director
Bruce Hodge (1)(2)(3)
West Vancouver, BC
Director and Chairman
of the Board
Hugh McKinnon (2)(3)
Surrey, BC
Director
George Paleologou
Surrey, BC
Director, President and
CEO
John Zaplatynsky (1)(2)(3)
West Vancouver, BC
Director
Notes:
Managing Partner and Co-Founder, Maxam
Capital Corporation and Maxam Opportunities
Fund LP ("Maxam")
Maxam is a Vancouver, B.C. based private equity
fund focused on investing in mid to small-cap
Canadian public companies.
Managing Director, Pender West Capital Partners
Inc.
Pender West Capital Partners Inc. is a Vancouver,
B.C. based private equity firm.
Director and Shareholder, Norscot Investments
Ltd.
Norscot Investments Ltd. Is a privately held
company with extensive interests in media and
residential / commercial developments in
Washington, Alaska, British Columbia, and Alberta.
President and Chief Executive Officer, Premium
Brands Holdings Corporation
Corporate Director
Mr. Zaplatynsky was one of the founding partners,
and until August 28, 2010, the President and Chief
Executive Officer, of Canada GardenWorks Ltd., an
independently owned and operated retail garden
centre company with seven locations in British
Columbia during the period January, 1984 to August,
2010.
28
July 2005
to present
July 2005
to present
January
2007
To present
July 2001
to present
May 2007
to present
3,500
276,792 (5)
50,000
140,534
299,187 (6)
(1) This individual is a member of the Audit Committee.
(2) This individual is a member of the Compensation and Human Resources Committee.
(3) This individual is a member of the Corporate Governance and Nominating Committee.
(4) Represents prior to July 2005 as a Director of Premium Brands Inc., from July 2005 to July 2009 as a Trustee of the Fund and from
July 22, 2009 forward as a Director of the Company.
(5) These shares are beneficially owned by J B Hodge Consulting Ltd., which forms part of the holdings of Pender West Investors Inc.
(of which Mr. Hodge is Managing Director), which holds or controls 2,781,469 Shares of the Company.
(6) These shares are beneficially owned by Sadler Farms Ltd., which forms part of the holdings of Pender West Investors Inc., which
holds or controls 2,781,469 Shares of the Company.
Each Director will hold office until the Company’s next Annual Meeting or until his successor is
duly elected or appointed.

Bruce Hodge and John Zaplatynsky are directors of Pender West Investors Inc., a company
formed through the amalgamation of various privately owned corporate entities, one of which,
namely Comptec, Inc., was formerly engaged in the manufacturing of telephone, automotive and
sporting goods components and filed a proposal to creditors under the Bankruptcy and
Insolvency Act (Canada) in July 2003. The business of Comptec, Inc. has been discontinued and
the proposal to creditors was approved in September 2003. Pender West Investors Inc. has
other business operations which still continue.
Hugh McKinnon was also a director of Comptec, Inc. until June of 2004.
Johnny Ciampi was a director of Greening Donald Company Ltd. until November of 2006.
Subsequent to the resignation of Mr. Ciampi, this company sought protection from its creditors on
November 17, 2006 pursuant to the Companies’ Creditors Arrangement Act (Canada).
Mr. Ciampi was also a director and Chairman of the Board of Directors of Skyservice Airlines from
October 19, 2007 to March 30, 2010. Subsequent to Mr. Ciampi’s resignation (on March 31,
2010) a Receiver was appointed by the Ontario Superior Court of Justice.
Officers
The following table sets forth certain information with respect to the officers of the Company as at
March 9, 2011:
Name and Municipality Principal Occupation Number of Shares
of Residence Owned and/or
Controlled
George Paleologou
Surrey, BC
Will Kalutycz
Surrey, BC
Douglas Goss, Q.C.
Edmonton, Alberta
Mr. Paleologou has been the President and Chief
Executive Officer of the Company since May 2008. Prior
to that he was President of the Company or its
predecessors from July 2001 to May 2008.
Chief Financial Officer of the Company or its predecessors
since 2000.
General Counsel and Corporate Secretary of the
Company or its predecessors since 1999.
Counsel, Bryan & Company LLP (since July 1, 1997).
29
140,534
61,740
19,666
As a group, the Directors and officers of the Company beneficially own, directly or indirectly, or
exercise control or direction over 733,858 or approximately 4.0% of the Company’s issued and
outstanding shares.
Audit Committee
The Audit Committee of the Company consists of three independent members: Johnny Ciampi
(Chairman), Bruce Hodge and John Zaplatynsky all of whom are financially literate.
Johnny Ciampi is the Managing Partner and Co-Founder of Maxam Capital Corporation and
Maxam Opportunities Fund LP, private equity firms. Mr. Ciampi was the Executive Vice
President and Chief Financial Officer of Gibralt Capital Corporation, and a Partner in Second City
Capital Corporation (private equity firms) until July 1, 2008, where he had responsibility for
taxation, acquisitions, dispositions and legal matters. Mr. Ciampi is a graduate of the University
of British Columbia, with a degree in Commerce, and received his Chartered Accountant
designation from the Canadian Institute of Chartered Accountants in 1996.

Bruce Hodge is a founder and principal of Pender West Capital Partners Inc. a private equity firm.
He has over 30 years experience in investment and merchant banking, including financial
reorganizations, capital raising and mergers and acquisitions. Mr. Hodge holds an MBA from the
University of Western Ontario and a M.A. (Economics) degree from Queen’s University.
John Zaplatynsky was until August, 2010 the President and Chief Executive Officer, and one of
the founding partners, of Canada GardenWorks Ltd., an independently owned and operated retail
garden centre company with eight locations in British Columbia. Mr. Zaplatynsky is currently a
director of SunGro Horticulture which is the largest producer of peat moss in North America, and
the largest distributor of peat moss-based growing products to the North American professional
plantgrowers’ market.
Audit Committee Charter
The Company has adopted an Audit Committee Charter, the text of which is attached hereto as
Schedule “A”.
Pre-Approval Policies and Procedures
The members of the Audit Committee pre-approve all audit services provided to the Company by
its independent auditors.
The Audit Committee’s policy regarding the pre-approval of non-audit services is that all such
services are to be pre-approved by the Audit Committee, or by a designated member (or
members) of the Audit Committee, who must advise the Audit Committee of any such preapprovals
at the next Audit Committee Meeting. The Audit Committee, or its designate(s) (as the
case may be), must be satisfied, prior to the granting of such pre-approval(s), that any non-audit
services requested will not compromise the independence of the Company’s independent
auditors.
Audit Fees
The following summarizes fees paid or owing to the Company’s independent auditors,
PricewaterhouseCoopers LLP for the fiscal years ended December 25, 2010 and December 26,
2009.
(in thousands of dollars)
Audit fees:
2010 2009
Audit of the Company’s annual consolidated financial statements (2010
amount estimated)
Audit related fees:
407.5 383.0
Discussions on interim consolidated financial statements 5.9 Nil
Review of 2009 second quarter consolidated financial statements and
procedures relating to the Company’s issuance of convertible debentures in
November 2009 Nil 225.1
Review of 2010 third quarter consolidated financial statements and procedures
relating to the Company’s issuance of convertible debentures in January 2011 192.0 Nil
Compilation report on non-consolidated financial statements 2.5 2.5
Other:
Tax compliance and consulting Nil 65.0
IFRS consulting 12.0 15.8
30
619.9 691.4

Not applicable.
PROMOTERS
31

LEGAL PROCEEDINGS AND REGULATORY ACTIONS
The Company is not aware of, as of March 9, 2011, any legal proceedings against it that would
involve a claim for damages that exceed ten per cent of the current assets of the Company.
No penalties or sanctions have been imposed against the Company by a court relating to
securities legislation or any a securities regulatory authority during the financial year ended
December 25, 2010, nor has the Company entered into any settlement agreements with a court
relating to securities legislation, or with a securities regulatory authority during such financial year
ended December 25, 2010.
No other penalties or sanctions have been imposed by a court or regulatory body against the
Company which would likely be considered important to a reasonable investor in making an
investment decision respecting the Company.
32

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
No person or company who is a Director of the Company, a person or company that is the direct
or indirect owner of, or who exercises control or direction over, more than 10% of the outstanding
shares of the Company, a director or executive officer of the Company, or an associate or affiliate
of any of the aforementioned persons or companies, has had any material interest in any
transaction with the Company within the three most recently completed financial years or during
the current financial year, that has or will materially affect the Company other than as discussed
elsewhere in this AIF.
33

TRANSFER AGENT AND REGISTRARS
The Company’s Registrar and Transfer Agent is Valiant Trust Company, 600 – 750 Cambie
Street, Vancouver, BC, V6B 0A2.
34

MATERIAL CONTRACTS
The Company did not enter into any material contracts outside the ordinary course of business
during the most recently completed financial year or prior thereto which are still material and in
effect.
35

DOCUMENTS INCORPORATED BY REFERENCE
The information that appears in the Company’s 2010 Management's Discussion and Analysis
(“MD&A”), dated for reference March 9, 2011, is incorporated herein by reference.
The information contained in the Company’s Consolidated Financial Statements for the years
ended December 25, 2010 and December 26, 2009 is also incorporated herein by reference.
Copies of these documents are available on SEDAR at www.sedar.com.
36

INTERESTS OF EXPERTS
PricewaterhouseCoopers LLP are the auditors who prepared the auditors’ report and the report
on Canadian generally accepted audit standards for the Company’s consolidated financial
statements for the years ended December 25, 2010 and December 26, 2009.
PricewaterhouseCoopers LLP is “independent” from the Company in accordance with the
relevant professional standards.
37

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, is contained in the Company’s information circular for its
most recent annual meeting of shareholders that involved the election of directors.
Additional financial information is contained in the Company’s consolidated financial statements
and MD&A for its most recently completed financial year.
The Company undertakes, upon request to the Chief Financial Officer, Premium Brands Holdings
Corporation, 7720 Alderbridge Way, Richmond, British Columbia V6X 2A2, to provide to any
person, when the securities of the Company are in the course of a distribution pursuant to a short
form prospectus or when a preliminary short form prospectus has been filed in respect of a
distribution of its securities:
i) one copy of the Company’s AIF, together with one copy of any document, or the pertinent
pages of any document, incorporated by reference in the AIF;
ii) one copy of the Company’s comparative financial statements for its most recently
completed financial year, together with the accompanying report of the auditors, and one
copy of the most recent interim financial statements that have been filed for any period
after the end of its most recently completed financial year;
iii) one copy of the Company’s information circular in respect of its most recent annual
meeting of shareholders that involved the election of directors; and
iv) one copy of any other documents that are incorporated by reference into the preliminary
short form prospectus or the short form prospectuses and are not required to be provided
under clauses (i) to (iii) above;
or at any other time, subject to payment of a reasonable charge if the request is made by a
person who is not a security holder of the Company, one copy of any document referred to in (i),
(ii) and (iii) above.
Additional information with respect to the Company may be found on SEDAR at www.sedar.com.
38

SCHEDULE "A"
PREMIUM BRANDS HOLDINGS CORPORATION
AUDIT COMMITTEE CHARTER
The term "Company" refers to Premium Brands Holdings Corporation and its subsidiaries and
the term "Board" refers to the board of directors of the Company.
PURPOSE
The Audit Committee (the "Committee") is a standing committee appointed by the Board to
assist the Board in fulfilling its oversight responsibilities with respect to the Company’s financial
reporting including responsibility to:
• oversee the integrity of the Company’s consolidated financial statements and financial
reporting process, including the audit process and the Company’s internal accounting
controls and procedures and compliance with related legal and regulatory requirements;
• oversee the qualifications and independence of the Company’s external auditors;
• oversee the work of the Company’s financial management and external auditors in these
areas; and
• provide an open avenue of communication between the external auditors, the Board and
the officers (collectively, "Management") of the Company.
In addition, the Committee will review and/or approve any other matter specifically delegated to
the Committee by the Board.
COMPOSITION AND PROCEDURES
In addition to the procedures and powers set out in any resolution of the Board, the Committee
will have the following composition and procedures:
1. Composition
The Committee shall consist of no fewer than three members. None of the members of the
Committee shall be an officer or employee of the Company or any of its subsidiaries and each
member of the Committee shall be an "independent director" (in accordance with the definition of
"independent director" established from time to time under the requirements or guidelines for
audit committee service under applicable securities laws and the rules of any stock exchange on
which the Company’s shares are listed for trading).
2. Appointment and Replacement of Committee Members
Any member of the Committee may be removed or replaced at any time by the Board and shall
automatically cease to be a member of the Committee upon ceasing to be a director. The Board
may fill vacancies on the Committee by election from among its members. The Board shall fill any
vacancy if the membership of the Committee is less than three directors. If and whenever a
vacancy shall exist on the Committee, the remaining members may exercise all its power so long
as a quorum remains in office. Subject to the foregoing, the members of the Committee shall be
elected by the Board annually and each member of the Committee shall hold office as such until
the next annual meeting of shareholders after his or her election or until his or her successor shall
be duly elected and qualified.

3. Financial literacy
All members of the Committee must be "financially literate" (as that term is interpreted by the
Board in its reasonable judgment or as may be defined from time to time under the requirements
or guidelines for audit committee service under securities laws and the rules of any stock
exchange on which the Company’s shares are listed for trading) or must become financially
literate within a reasonable period of time after his or her appointment to the Committee.
4. Separate Executive Meetings
The Committee will endeavour to meet at least once every quarter, if required, and more often as
warranted, with the Chief Financial Officer and at least once annually, and more often as
warranted, with the external auditors in separate executive sessions to discuss any matters that
the Committee or each of these groups believes should be discussed privately.
5. Professional Assistance
The Committee may retain special legal, accounting, financial or other consultants to advise the
Committee at the Company’s expense.
6. Reliance
Absent actual knowledge to the contrary (which will be promptly reported to the Board), each
member of the Committee shall be entitled to rely on (i) the integrity of those persons or
organizations within and outside the Company from which it receives information, (ii) the accuracy
of the financial and other information provided to the Committee by such persons or organizations
and (iii) representations made by the Company or its senior management and the external
auditors, as to any information, technology, internal audit and other non-audit services provided
by the external auditors to the Company and its subsidiaries.
7. Review of Charter
The Committee will periodically review and reassess the adequacy of this Charter as it deems
appropriate and recommend changes to the Board. The Committee will evaluate its performance
with reference to this Charter. The Committee will approve the form of disclosure of this Charter,
where required by applicable securities laws or regulatory requirements, in the annual proxy
circular or annual report of the Company.
8. Delegation
The Committee may delegate from time to time to any person or committee of persons any of the
Committee's responsibilities that lawfully may be delegated.
9. Reporting to the Board
The Committee will report through the Committee Chair to the Board following meetings of the
Committee on matters considered by the Committee, its activities and compliance with this
Charter.
SPECIFIC MANDATES OF THE COMMITTEE
The Committee will:
I. In Respect of the Company’s External Auditors
A-2

(a) review the performance of the external auditors of the Company who are
accountable to the Committee and the Board as the representatives of the
shareholders of the Company, including the lead partner of the independent
auditor team and make recommendations to the Board as to the reappointment
or appointment of the external auditors of the Company to be proposed in the
Company’s proxy circular for shareholder approval and shall have authority to
terminate the external auditors;
(b) review the reasons for any proposed change in the external auditors of the
Company which is not initiated by the Committee or Board and any other
significant issues related to the change, including the response of the incumbent
auditors, and enquire as to the qualifications of the proposed replacement
auditors before making its recommendation to the Board;
(c) approve the terms of engagement and the compensation to be paid by the
Company to the Company’s external auditors;
(d) review the independence of the Company’s external auditors, including a written
report from the external auditors respecting their independence and
consideration of applicable auditor independence standards;
(e) approve in advance all permitted non-audit services to be provided to the
Company or any of its affiliates by the external auditors or any of their affiliates,
subject to any de minimus exception allowed by applicable law; the Committee
may delegate to one or more designated members of the Committee the
authority to grant pre-approvals required by this subsection;
(f) review the disclosure with respect to its pre-approval of audit and non-audit
services provided by the Company’s external auditors;
(g) approve any hiring by the Company or its subsidiaries of employees or former
employees of the Company’s external auditors;
(h) review a written or oral report describing:
(i) critical accounting policies and practices to be used in the Company’s
annual audit,
(ii) alternative treatments of financial information within generally accepted
accounting principles that have been discussed with the Company’s
management and that are significant to its consolidated financial
statements, ramifications of the use of such alternative disclosures and
treatments, and the treatment preferred by the external auditors, and
(iii) other material written communication between the Company’s external
auditors and the Company’s management, such as any management
letter or schedule of unadjusted differences;
(i) review with the external auditors and the Company’s management the general
audit approach and scope of proposed audits of the consolidated financial
statements of the Company, the objectives, staffing, locations, co-ordination and
reliance upon the Company’s management in the audit, the overall audit plans,
the audit procedures to be used and the timing and estimated budgets of the
audits;
A-3

(j) if a review engagement report is requested of the external auditors, review such
report before the release of the Company’s interim consolidated financial
statements;
(k) discuss with the external auditors any difficulties or disputes that arose with the
Company’s management during the course of the audit, any restrictions on the
scope of activities or access to requested information and the adequacy of the
Company’s management's responses in correcting audit-related deficiencies;
II. In Respect of the Company’s Financial Disclosure
(a) review with the external auditors and the Company’s management:
(i) the Company’s audited consolidated financial statements and the notes
and Managements' Discussion and Analysis relating to such
consolidated financial statements, the annual report, the annual
information form, the financial information of the Company contained in
any prospectus or information circular or other disclosure documents or
regulatory filings, or any other disclosures relating to financial information
of the Company, the recommendations for approval of each of the
foregoing from each of the Chairman of the Board, President and CEO,
and CFO of the Company and based on such recommendations provide,
where applicable, its own recommendations to the Board for their
approval and release of each of the foregoing to the public;
(ii) the Company’s interim consolidated financial statements and the notes
and Managements' Discussion and Analysis relating to such
consolidated financial statements and any other disclosures relating to
financial information, the recommendations for approval of each of the
foregoing from each of the Chairman of the Board, President and CEO,
and CFO of the Company and based on such recommendations provide,
where applicable, its own recommendations to the Board for their
approval and release of each of the foregoing to the public;
(iii) the quality, appropriateness and acceptability of the Company’s
accounting principles and practices used in its financial reporting,
changes in the Company’s accounting principles or practices and the
application of particular accounting principles and disclosure practices by
the Company’s management to new transactions or events;
(iv) all significant financial reporting issues and judgments made in
connection with the preparation of the Company’s consolidated financial
statements, including the effects of alternative methods in respect of any
matter considered significant by the external auditor within generally
accepted accounting principles on the consolidated financial statements
and any "second opinions" sought by the Company’s management from
an independent or other audit firm or advisor with respect to the
accounting treatment of a particular item;
(v) the effect of regulatory and accounting initiatives on the Company’s
consolidated financial statements and other financial disclosures;
(vi) any reserves, accruals, provisions or estimates that may have a
significant effect upon the consolidated financial statements of the
Company;
A-4

(vii) the use of special purpose entities and the business purpose and
economic effect of off balance sheet transactions, arrangements,
obligations, guarantees and other relationships of the Company and their
impact on the reported financial results of the Company;
(viii) any legal matter, claim or contingency that could have a significant
impact on the consolidated financial statements, the Company’s
compliance policies and any material reports, inquiries or other
correspondence received from regulators or governmental agencies and
the manner in which any such legal matter, claim or contingency has
been disclosed in the Company’s consolidated financial statements;
(ix) review the treatment for financial reporting purposes of any significant
transactions that are not a normal part of the Company’s operations;
(x) the use of any "pro forma" or "adjusted" information not in accordance
with generally accepted accounting principles;
(b) review and resolve disagreements between the Company’s management and its
external auditors regarding financial reporting or the application of any
accounting principles or practices;
(c) review earnings press releases, as well as financial information and earnings
guidance provided to analysts and ratings agencies, it being understood that
such discussions may, in the discretion of the Committee, be done generally (i.e.,
by discussing the types of information to be disclosed and the type of
presentation to be made) and that the Committee need not discuss in advance
each earnings release or each instance in which the Company gives earning
guidance;
(d) review and discuss any significant complaints or concerns received by the
Company through the confidential concerns@premiumbrandsgroup.com email
address regarding accounting, internal accounting controls or audit matters and
the anonymous submission by employees of concerns regarding questionable
accounting or auditing matters; and review periodically with the Company’s
management the procedures to receive such complaints or concerns;
(e) receive from the President and CEO and the CFO of the Company a certificate
certifying in respect of each annual and interim report the matters such officers
are required to certify in connection with the filing of such reports under
applicable securities laws;
(f) review and discuss the Company’s major financial risk exposures and the steps
taken to monitor and control such exposures, including the use of any financial
derivatives and hedging activities;
(g) receive quarterly a report from the Company’s internal auditor.
III. In Respect of Insurance
(a) review periodically insurance programs relating to the Company and its investments;
IV. In Respect of Internal Controls
A-5

(a) review the adequacy and effectiveness of the Company’s internal accounting and
financial controls based on recommendations from the Company’s management and
the external auditors for the improvement of accounting practices and internal
controls;
(b) oversee compliance with internal controls and the Code of Business Conduct,
particularly as it relates to financial reporting;
V. In respect of Other Items
(a) on an annual basis review and assess committee member attendance and
performance and report thereon to the Board and review this Charter and, if required
implement amendments to this Charter;
(b) on a quarterly basis review compliance with Governance Agreements;
(c) on a quarterly basis review the prior quarter dividends;
(d) on an annual basis review the dividend reinvestment plan;
(e) on an annual basis review the performance of the Board under the Board's Mandate;
(f) on a quarterly basis review compliance with the Disclosure Policy of the Company;
and
(g) on a quarterly basis review any related-party transactions.
OVERSIGHT FUNCTION
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty
of the Committee to plan or conduct audits or to determine that the Company’s consolidated
financial statements are complete and accurate or are in accordance with GAAP and applicable
rules and regulations. These are the responsibilities of the Company’s management and its
external auditors. The Committee, its Chair and any Committee members identified as having
accounting or related financial expertise are members of the Board, appointed to the Committee
to provide broad oversight of the financial, risk and control related activities of the Company, and
are specifically not accountable or responsible for the day to day operation or performance of
such activities. Although the designation of a Committee member as having accounting or related
financial expertise for disclosure purposes or otherwise is based on that individual's education
and experience which that individual will bring to bear in carrying out his or her duties on the
Committee, such designation does not impose on such person any duties, obligations or liability
that are greater than the duties, obligations and liability imposed on such person as a member of
the Committee and Board in the absence of such designation. Rather, the role of a Committee
member who is identified as having accounting or related financial expertise, like the role of all
Committee members, is to oversee the process, not to certify or guarantee the internal or external
audit of the Company’s financial information or public disclosure.
A-6