CANADA GOOSE HOLDINGS INC.d18rn0p25nwr6d.cloudfront.net/CIK-0001690511/f2b86771-8069-4ab… · outdoor/out-of-the-house wear including shorts and trousers, jeans, jackets and coats,

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As filed with the Securities and Exchange Commission on March 10, 2017Registration No. 333-216078

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2TO

FORM F-1REGISTRATION STATEMENT

UNDERTHE SECURITIES ACT OF 1933

CANADA GOOSE HOLDINGS INC.(Exact name of registrant as specified in its charter)

British Columbia 3152 N/A(State or other jurisdiction of

incorporation or organization) (Primary Standard IndustrialClassification Code Number)

(I.R.S. EmployerIdentification Number)

250 Bowie AvenueToronto, Ontario, Canada, M6E 4Y2

(416) 780-9850(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David M. ForrestVice President, Legal

250 Bowie AveToronto, Ontario, Canada M6E 4Y2

(416) 780-9850(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Thomas HoldenRopes & Gray LLP

3 Embarcadero CenterSan Francisco, California

94111-4006(415) 315-6300

Robert CarelliStikeman Elliott LLP

1155 Blvd René-Lévesque WestMontreal, Quebec, Canada

H3B 3V2(514) 397-3000

Marc D. JaffeIan D. Schuman

John ChoryLatham & Watkins LLP

885 Third AvenueNew York, NY 10022-4834

(212) 906-1200

Desmond LeeOsler, Hoskin & Harcourt LLP

1 First Canadian PlaceToronto, Ontario, Canada

M5X 1B8(416) 362-2111

Approximate date of commencement of proposed sale to public:As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the SecuritiesAct registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shallfile a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of theSecurities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuantto said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with theSecurities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy thesesecurities in any jurisdiction where the offer or sale is not permitted.

Subject to completion, dated March 10, 2017

20,000,000 Shares

Canada Goose Holdings Inc.Subordinate Voting Shares

This is the initial public offering of our subordinate voting shares. We are offering 7,149,000 subordinate voting shares, and the selling shareholders named in this prospectus, including ourprincipal shareholders, are offering, in the aggregate 12,851,000 subordinate voting shares. We will not receive any proceeds from the subordinate voting shares sold by the selling shareholders.We currently expect the initial public offering price to be between C$14.00 and C$16.00 per subordinate voting share.

No public market currently exists for our subordinate voting shares. Our subordinate voting shares have been approved for listing on the New York Stock Exchange in the United States andconditionally approved for listing on the Toronto Stock Exchange in Canada under the symbol “GOOS.”

Following this offering, we will have two classes of shares outstanding: multiple voting shares and subordinate voting shares. The rights of the holders of our multiple voting shares andsubordinate voting shares are substantially identical, except with respect to voting and conversion. The subordinate voting shares will have one vote per share and the multiple voting shares willhave 10 votes per share. The subordinate voting shares are not convertible into any other class of shares, while the multiple voting shares are convertible into subordinate voting shares on a one-for-one basis at the option of the holder and under certain other circumstances, including at the time our significant shareholders respectively cease to hold 15% of the total number of multiplevoting shares and subordinate voting shares outstanding. See “Description of Share Capital.” After giving effect to the sale of the subordinate voting shares offered hereby, the subordinate votingshares will collectively represent approximately 19% of our total issued and outstanding shares and 2% of the voting power attached to all of our issued and outstanding shares (21% and 3%,respectively, if the underwriters’ over-allotment option is exercised in full) and the multiple voting shares will collectively represent approximately 81% of our total issued and outstandingshares and 98% of the voting power attached to all of our issued and outstanding shares (79% and 97%, respectively, if the underwriters’ over-allotment option is exercised in full). See“Description of Share Capital—Authorized Share Capital.”

We are eligible to be treated as an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933 and, as a result, are subject to reduced public companyreporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company and a Foreign Private Issuer.”

Following this offering, we will be a “controlled company” within the meaning of the corporate governance rules of the New York Stock Exchange. See “Management—DirectorIndependence.”

Investing in our subordinate voting shares involves risk. See “ Risk Factors ” beginning on page 17.

Per

share Total Initial public offering price C$ C$ Underwriting commissions (1) C$ C$ Proceeds to us, before expenses C$ C$ Proceeds to the selling shareholders, before expenses C$ C$

(1) We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See “Underwriting” for additional information regarding underwriting compensation.

To the extent that the underwriters sell more than 20,000,000 subordinate voting shares, the underwriters have the option to purchase up to an aggregate of 3,000,000 additional subordinatevoting shares from the selling shareholders at the initial public offering price, less the underwriting commissions, for 30 days after the date of this prospectus solely to cover over-allotments.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of thisprospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the subordinate voting shares to investors on or about , 2017.

CIBC Capital Markets Credit Suisse Goldman, Sachs & Co. RBC Capital Markets

BofA Merrill Lynch Morgan Stanley Barclays BMO Capital Markets TD Wells Fargo SecuritiesBaird Canaccord Genuity Nomura

Prospectus dated , 2017

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Table of Contents Page Prospectus Summary 1 The Offering 8 Summary Historical Consolidated Financial and Other Data 11 Risk Factors 17 Exchange Rate Information 40 Use of Proceeds 41 Dividend Policy 42 Recapitalization 43 Capitalization 44 Dilution 45 Selected Historical Consolidated Financial Data 47 Management’s Discussion and Analysis of Financial Condition and Results of Operations 50 Letter from Dani Reiss 76 Business 77 Management 92 Executive Compensation 103 Certain Relationships and Related Party Transactions 114 Principal and Selling Shareholders 117 Description of Indebtedness 119 Description of Share Capital 126 Comparison of Shareholder Rights 137 Shares Eligible for Future Sale 151 Material United States Federal Income Tax Considerations for U.S. Holders 153 Canadian Tax Implications For Non-Canadian Holders 159 Underwriting 161 Legal Matters 168 Experts 168 Enforcement of Civil Liabilities 168 Other Expenses of Issuance and Distribution 169 Where You Can Find More Information 169 Index to Consolidated Financial Statements and Financial Statement Schedules F-1

We are responsible for the information contained in this prospectus and in any free writing prospectus we prepare or authorize. Neither we, the sellingshareholders nor the underwriters have authorized anyone to provide you with different information, and neither we, the selling shareholders nor theunderwriters take responsibility for any other information others may give you. We are not, and the selling shareholders and underwriters are not,making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information in this prospectus is only accurate as ofthe date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

Industry and Market Data

This prospectus includes market data and forecasts with respect to the apparel industry including outerwear and luxury segments of the industry. Although we areresponsible for all of the disclosure contained in this prospectus, in some cases we rely on and refer to market data and certain industry forecasts that were obtainedfrom third party surveys, market research, consultant surveys, publicly available information and industry publications and surveys that we believe to be reliable.Unless otherwise indicated, all market and industry data and other statistical information and forecasts contained in this prospectus are based on independentindustry publications, reports by market research firms or other published independent sources and other externally

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obtained data that we believe to be reliable. Information in this prospectus on the outerwear and luxury apparel markets is from Euromonitor Apparel and Footwear2017 edition and Euromonitor Luxury Goods 2017 edition, which is independent market research carried out by Euromonitor International Limited. Research byEuromonitor International should not be considered as the opinion of Euromonitor International, as to the value of any security or the advisability of investing inthe company. The Euromonitor data is reported in U.S. Dollars and includes sales taxes at current prices. Outerwear includes men’s and women’s clothing foroutdoor/out-of-the-house wear including shorts and trousers, jeans, jackets and coats, suits, shirts and blouses, jumpers, tops, dresses, skirts and leggings. LuxuryApparel is equivalent to Designer Apparel (Ready-to-Wear) which is the aggregation of Men’s Designer Apparel, Women’s Designer Apparel, DesignerChildrenswear, Designer Apparel Accessories and Designer Hosiery. However, designer haute couture is excluded from Euromonitor International’scoverage. Some market and industry data, and statistical information and forecasts, are also based on management’s estimates, which are derived from our reviewof customer surveys commissioned by us and conducted on our behalf as well as the independent sources referred to above. Any such market data, information orforecast may prove to be inaccurate because of the method by which we obtain it or because it cannot always be verified with complete certainty given the limits onthe availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties, including those discussed underthe captions “Risk Factors.” As a result, although we believe that these sources are reliable, we have not independently verified the information.

Trademarks and Service Marks

This prospectus contains references to a number of trademarks which are our registered trademarks or trademarks for which we have pending applications orcommon law rights. Our major trademarks include the CANADA GOOSE word mark and the ARCTIC PROGRAM & DESIGN trademark (our disc logoconsisting of the colour-inverse design of the North Pole and Arctic Ocean). In addition to the registrations in Canada and the United States, our word mark anddesign are registered in other jurisdictions which cover approximately 37 jurisdictions. Furthermore, in certain jurisdictions we register as trademarks certainelements of our products, such as fabric, warmth categorization and style names such as our Snow Mantra parka.

Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus are listed without the ® , (sm) and (TM) symbols, but we willassert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names.

Basis of Presentation

Unless otherwise indicated, all references in this prospectus to “Canada Goose,” “we,” “our,” “us,” “the company” or similar terms refer to Canada Goose HoldingsInc. and its consolidated subsidiaries.

We publish our consolidated financial statements in Canadian dollars. In this prospectus, unless otherwise specified, all monetary amounts are in Canadian dollars,all references to “$,” “C$,” “CDN$,” “CAD$,” and “dollars” mean Canadian dollars and all references to “US$” and “USD” mean U.S. dollars.

On December 9, 2013, investment funds advised by Bain Capital L.P. and its affiliates, which we refer to as Bain Capital, acquired a majority equity interest in ourbusiness. We refer to this as the Acquisition. Accordingly, the financial statements presented elsewhere in this prospectus as of and for fiscal 2014 reflect theperiods both prior and subsequent to the Acquisition. The consolidated financial statements as at and for fiscal 2014 are presented separately for (i) the predecessorperiod from April 1, 2013 through December 8, 2013, which we refer to as the Predecessor 2014 Period, and (ii) the successor period from December 9, 2013through March 31, 2014, which we refer to as the Successor 2014 Period, with the periods prior to the Acquisition being labeled as predecessor and the periodssubsequent to the Acquisition labeled as successor. For the purpose of performing a comparison to fiscal 2015, we have prepared Unaudited Pro Forma CombinedSupplemental Financial

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Information for fiscal 2014, which gives effect to the Acquisition as if it had occurred on April 1, 2013, and which we refer to as the Unaudited Pro FormaCombined 2014 Period. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Basis of Presentation.”

In connection with this offering, we expect to redesignate our Class A common shares into multiple voting shares. In addition, we expect to eliminate all of ourpreviously outstanding series of common and preferred shares and create our subordinate voting shares which will be issued in this offering. See “Description ofShare Capital.” The subordinate voting shares to be sold by the selling shareholders as part of the offering will result from the conversion of multiple voting sharesinto subordinate voting shares prior to the closing of the offering.

We report under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (the “IASB”). None of thefinancial statements were prepared in accordance with generally accepted accounting principles in the United States. Our fiscal year ends on March 31 of eachcalendar year. Our most recent fiscal year, which we refer to as fiscal 2016, ended on March 31, 2016. We refer to the year ended March 31, 2015 and theUnaudited Pro Forma Combined 2014 Period as fiscal 2015 and fiscal 2014, respectively.

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Prospectus Summary

Thissummaryhighlightscertaininformationcontainedelsewhereinthisprospectus.Thissummarydoesnotcontainalloftheinformationyoushouldconsiderbeforeinvestinginoursubordinatevotingshares.Youshouldreadthisentireprospectuscarefully,especiallythe“RiskFactors”sectionofthisprospectusandourconsolidatedfinancialstatementsandrelatednotesappearingelsewhereinthisprospectus,beforemakinganinvestmentdecision.

Canada Goose

Founded 60 years ago in a small Toronto warehouse, Canada Goose has grown into a highly coveted global outerwear brand. We are recognized for authenticheritage, uncompromised craftsmanship and quality, exceptional warmth and superior functionality. This reputation is decades in the making and is rooted inour commitment to creating premium products that deliver unrivaled functionality where and when it is needed most. Be it Canadian Arctic Rangers servingtheir country or an explorer trekking to the South Pole, people who live, work and play in the harshest environments on Earth have turned to Canada Goose.Throughout our history, we have found inspiration in these technical challenges and parlayed that expertise into creating exceptional products for anyoccasion. From research facilities in Antarctica and the Canadian High Arctic to the streets of Toronto, New York City, London, Paris, Tokyo and beyond,people have fallen in love with our brand and made it a part of their everyday lives.

We are deeply involved in every stage of our business as a designer, manufacturer, distributor and retailer of premium outerwear for men, women andchildren. This vertically integrated business model allows us to directly control the design and development of our products while capturing higher margins.As of December 31, 2016, our products are sold through select outdoor, luxury and online retailers and distributors in 36 countries, our e-commerce sites inCanada, the United States, the United Kingdom and France and two recently opened retail stores in Toronto and New York City.

The power of our business model and our ability to profitably scale our operations are reflected in our financial performance. In fiscal 2016, we had revenue of$290.8 million, gross profit of $145.6 million, which represented gross margin of 50.1%, net income of $26.5 million, Adjusted EBITDA of $54.3 million,Adjusted EBITDA Margin of 18.7% and Adjusted Net Income of $30.1 million. We grew our revenue at a 38.3% compound annual growth rate (“CAGR”),net income at a 196.0% CAGR and Adjusted EBITDA at an 85.0% CAGR from fiscal 2014 to fiscal 2016, while expanding our gross margin from 38.6% to50.1% and our Adjusted EBITDA Margin from 10.4% to 18.7% over the same period. For additional information regarding Adjusted EBITDA, AdjustedEBITDA Margin and Adjusted Net Income, which are non-IFRS measures, including a reconciliation of these non-IFRS measures to net income, see“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Measures.”

Our Competitive Strengths

We believe that the following strengths are central to the power of our brand and business model:

Authentic brand. For decades, we have helped explorers, scientists, athletes and film crews embrace the elements in some of the harshest environmentsin the world. Our stories are real and are best told through the unfiltered lens of Goose People, our brand ambassadors. The journeys, achievements andattitudes of these incredible adventurers embody our core belief that greatness is out there and inspire our customers to chart their own course.

Uncompromised craftsmanship. Leveraging decades of experience, field testing and obsessive attention to detail, we develop superior functionalproducts. Our expertise in matching our technical fabrics with optimal blends of down enables us to create warmer, lighter and more durable productsacross seasons and applications. The commitment to superior quality and lasting performance that initially made us renowned for warmth now extendsinto breathability and protection from wind and rain.

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Beloved and coveted globally. We offer outerwear with timeless style for anyone who wants to embrace the elements. From the most remote regions ofthe world to major metropolitan centres, we have successfully broadened our reach beyond our arctic heritage to outdoor enthusiasts, urban explorersand discerning consumers globally. Our deep connection with our customers is evidenced by their brand loyalty. Consumer surveys conducted on ourbehalf in 2016 show that 82% of customers say they love their Canada Goose jackets and 84% of customers indicate that, when making their nextpremium outerwear purchase, they would likely repurchase Canada Goose. These results are among the highest in our industry based on this survey.

Proudly made in Canada. Our Canadian heritage and commitment to local manufacturing are at the heart of our business and brand. While manycompanies in our industry outsource to offshore manufacturers, we are committed to aggressively investing in producing premium, high qualityproducts in Canada, the country from which we draw our inspiration. We believe our Canadian production facilities and craftspeople have set us aparton the international stage and in the minds of our customers.

Flexible supply chain. We directly control the design, innovation, development, engineering and testing of our products, which we believe allows us toachieve greater operating efficiencies and deliver superior quality products. We manage our production through a combination of in-housemanufacturing facilities and long-standing relationships with Canadian third party sub-contractors. Our flexible supply chain gives us distinctadvantages including the ability to scale our operations, adapt to customer demand, shorten product development cycles and achieve higher margins.

Multi-channel distribution. Our global distribution strategy allows us to reach customers through two distinct, brand-enhancing channels. In ourwholesale channel, which as of December 31, 2016 extends into 36 countries, we carefully select the best retail partners and distributors to represent ourbrand in a manner consistent with our heritage and growth strategy. As a result, our retail partnerships include best-in-class outdoor, luxury and onlineretailers. Through our fast growing direct to consumer (“DTC”) channel, which includes our e-commerce sites in four countries and two recently openedretail stores, we are able to more directly control the customer experience, driving deeper brand engagement and loyalty, while also realizing morefavorable margins. We employ product supply discipline across both of our channels to manage scarcity, preserve brand strength and optimize profitablegrowth for us and our retail partners.

Passionate and committed management team. Through steady brand discipline and a focus on sustainable growth, our management team hastransformed a small family business into a global brand. Dani Reiss, our CEO, has worked in almost every area of our company and successfullydeveloped our international sales channels prior to assuming the role of CEO in 2001. Dani has assembled a team of seasoned executives from diverseand relevant backgrounds, who draw on an average of over 15 years’ experience working with a wide range of leading global companies including MarcJacobs, New Balance, Nike, Patagonia, Ralph Lauren, McKinsey, UFC and Red Bull. Their leadership and passion have accelerated our evolution into athree season lifestyle brand and the rollout of our DTC channel.

Our Growth Strategies

We have built a strong foundation as Canada Goose has evolved into a highly coveted global outerwear brand. Over the past three fiscal years, we have grownour revenue at a 38.3% CAGR, net income at a 196.0% CAGR and Adjusted EBITDA at an 85.0% CAGR. We have also expanded our gross margin from38.6% to 50.1% and our Adjusted EBITDA Margin from 10.4% to 18.7%, over the same period while concurrently making significant long-term investmentsin our human capital, production capacity, brand building and distribution channels. Leveraging these investments and our proven growth strategies, we willcontinue to aggressively pursue our substantial global market opportunity.

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Executeourprovenmarketdevelopmentstrategy.As we have grown our business, we have developed a successful framework for entering and developing ourmarkets by increasing awareness and broadening customer access. We intend to continue executing on the following tactics as we further penetrate ourmarkets globally:

Introduce and strengthen our brand. Building brand awareness among potential new customers and strengthening our connections with those whoalready know us will be a key driver of our growth. While our brand has achieved substantial traction globally and those who have experienced ourproducts demonstrate strong loyalty, our presence is relatively nascent in many of our markets. According to an August 2016 consumer surveyconducted on our behalf, the vast majority of consumers outside of Canada are not aware of Canada Goose. Through a combination of the organic word-of-mouth brand building that has driven much of our success to date and a more proactive approach to reaching new audiences through traditionalchannels, we will continue to introduce the Canada Goose brand to the world.

Enhance our wholesale network. We intend to continue broadening customer access and strengthening our global foothold in new and existingmarkets by strategically expanding our wholesale network and deepening current relationships. In all of our markets, we have an opportunity to increasesales by adding new wholesale doors and increasing volume with existing retail partners. Additionally, we are focused on strengthening relationshipswith our retail partners through broader offerings, exclusive products and shop-in-shop formats. We believe our retail partners have a strong incentive toshowcase our brand as our products drive customer traffic and consistent full-price sell-through in their stores.

Accelerate our e-commerce-led Direct to Consumer rollout. Our DTC channel serves as an unfiltered window into our brand, which createsmeaningful relationships and direct engagement with our customers. This drives opportunities to generate incremental revenue growth and capture fullretail margin. We have rapidly grown our online sales to $33.0 million in fiscal 2016, which represented 11.4% of our consolidated revenue. We havesubsequently launched new online storefronts in the United Kingdom and France and plan to continue introducing online stores in new markets. Our e-commerce platform is complemented by our two recently opened retail stores in Toronto and New York City. We intend to open a select number ofadditional retail locations in major metropolitan centres and premium outdoor destinations where we believe they can operate profitably.

Strengthenandexpandourgeographicfootprint.We believe there is an opportunity to grow penetration across our existing markets and selectively enter newregions. Although the Canada Goose brand is recognized globally, our recent investments have been focused on North America and have driven exceptionalgrowth in Canada and the United States. Outside of Canada and the United States (“Rest of World”), we have identified an opportunity to accelerate ourmomentum utilizing our proven growth framework. The following table presents our revenue in each of our geographic segments over the past three fiscalyears:

(in millions) fiscal year ended March 31, ‘14 – ‘16 2014 2015 2016 CAGR Canada $ 72.5 $ 75.7 $ 95.2 14.6% United States $ 33.6 $ 57.0 $103.4 75.5% Rest of World $ 46.0 $ 85.7 $ 92.2 41.6%

Total $152.1 $218.4 $290.8 38.3%

Canada. While we have achieved high brand awareness in Canada, we continue to experience strong penetration and revenue growth driven primarilyby expanding access and product offerings. Afterdeveloping a strong wholesale footprint, we successfully launched our Canadian e-commerce platform in August 2014 and opened our first retail storein Toronto in October 2016. We expect to further develop our presence through increased strategic marketing activities, deeper relationships with ourretail partners and continued focus on our DTC channel. Additionally, we intend to continue broadening our product offering to make Canada Goose abigger part of our customers’ lives.

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United States. As we continue to capture the significant market opportunity in the United States, our focus is on increasing brand awareness to a levelthat approaches what we have achieved in Canada. According to an August 2016 consumer survey conducted on our behalf, aided brand awareness inthe United States is 16% as compared to 76% in Canada. Our market entry has been staged on a regional basis, with the bulk of our investments andwholesale penetration concentrated in the Northeast. This has been the primary driver of our historical growth and momentum in the U.S. and wecontinue to generate strong growth in the region. Building on this success, we launched our national e-commerce platform in September 2015 andopened our first retail store in New York City in November 2016. We believe there is a large white space opportunity in other regions such as the Mid-Atlantic, Midwest and West. As we sequentially introduce our brand to the rest of the country, we are focused on expanding our wholesale footprint,including executing our shop-in-shop strategy and continuing to deliver a broader three season product assortment to our partners.

Rest of World. We currently generate sales in every major Western European market and, while this is where the brand first achieved commercialsuccess, we believe there are significant opportunities to accelerate these markets to their full potential. In the United Kingdom and France in particular,we have achieved strong traction through our retail partnerships, but have yet to fully extend our wholesale network and are only in the initial phase ofexecuting on our shop-in-shop strategy. In both markets, we launched our e-commerce platforms in September 2016 and intend to establish our ownedretail presence in the near future. While the United Kingdom and France are our most developed European markets, we have identified a number ofmarkets with significant near-term development potential, such as Germany, Italy and Scandinavia.

Outside of Europe, our most established markets are Japan and Korea. Over the past decade, we have grown successfully in Japan, and in both Japanand Korea, we recently partnered with world-class distributors. These partners will help us continue to build awareness and access to the brand whileensuring its long term sustainability. Additionally, we currently have a minimal presence in China and other large markets which represent significantfuture opportunities.

Enhanceandexpandourproductoffering. Continuing to enhance and expand our product offering represents a meaningful growth driver for Canada Goose.Broadening our product line will allow us to strengthen brand loyalty with those customers who already love Canada Goose, drive higher penetration in ourexisting markets and expand our appeal across new geographies and climates. Drawing on our decades of experience and customer demand for inspiring newfunctional products, we intend to continue developing our offering through the following:

Elevate Winter. Recognizing that people want to bring the functionality of our jackets into their everyday lives, we have developed a wide range ofexceptional winter products for any occasion. While staying true to our arctic heritage, we intend to continue refreshing and broadening our offeringwith new stylistic variations, refined fits and exclusive limited edition collaborations.

Expand Spring and Fall. We intend to continue building out our successful Spring and Fall collections in categories such as lightweight and ultra-lightweight down, rainwear, windwear and softshell jackets. While keeping our customers warm, comfortable and protected across three seasons, theseextensions also increase our appeal in markets with more temperate climates.

Extend beyond outerwear. Our strategy is to selectively respond to customer demand for functional products in adjacent categories. Consumer surveysconducted on our behalf indicate that our customers are looking for additional Canada Goose products, particularly in key categories such as knitwear,fleece, footwear, travel gear and bedding. We believe offering inspiring new products that are consistent with our heritage, functionality and qualityrepresents an opportunity to develop a closer relationship with our customers and expand our addressable market.

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Continuetodriveoperationalexcellence. As we scale our business, we plan to continue leveraging our brand and powerful business model to driveoperational efficiencies and higher margins in the following ways:

Channel mix. We intend to expand our DTC channel in markets that can support the profitable rollout of e-commerce and select retail stores. As ourdistribution channel mix shifts toward our e-commerce-led DTC channel, we expect to capture incremental gross profit. A jacket sale in our DTCchannel provides two-to-four times greater contribution to segment operating income per jacket as compared to a sale of the same product in ourwholesale channel.

Price optimization . We intend to continue optimizing our pricing to capture the full value of our products and the superior functionality they provideto our customers. Additionally, we actively balance customer demand with scarcity of supply to avoid the promotional activity that is common in theapparel industry. This allows us and our retail partners to sell our products at full price, avoid markdowns and realize full margin potential.

Manufacturing capabilities. Approximately one-third of Canada Goose products are currently manufactured in our own Canadian facilities. We intendto optimize our domestic manufacturing mix by opportunistically bringing additional manufacturing capacity in-house to capture incremental grossprofit.

Operating leverage. We have invested ahead of our growth in all areas of the business including design and manufacturing, multi-channel distributionand corporate infrastructure. As we continue our growth trajectory, we have the opportunity to leverage these investments and realize economies ofscale.

Corporate Information

Our company was founded in Toronto, Canada in 1957. In December 2013, we partnered with Bain Capital through a sale of a 70% equity interest in ourbusiness to accelerate our growth. In connection with such sale, Canada Goose Holdings Inc. was incorporated under the Business Corporations Act (BritishColumbia) on November 21, 2013.

Our principal office is located at 250 Bowie Avenue, Toronto, Ontario, Canada M6E 4Y2 and our telephone number is (416) 780-9850. Our registered officeis located at Suite 1700, Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8. Our website address is www.canadagoose.com.Information contained on, or accessible through, our website is not a part of this prospectus and the inclusion of our website address in this prospectus is aninactive textual reference.

Sponsor Overview

Bain Capital L.P. is one of the world’s leading private, multi-asset alternative investment firms with over US$75 billion of assets under management. BainCapital invests across asset classes including private equity, credit, public equity and venture capital, and leverages its shared platform to capture opportunitiesin its strategic areas of focus. Currently, Bain Capital has a team of nearly 400 investment professionals supporting its various asset classes. Headquartered inBoston, Bain Capital has offices in New York, Chicago, Palo Alto, San Francisco, London, Dublin, Munich, Hong Kong, Tokyo, Shanghai, Mumbai, Sydneyand Melbourne.

Since 1984, Bain Capital Private Equity has made nearly 300 investments in a variety of industries around the world. The firm has a long and successfulhistory of investing in consumer products and retail businesses and has a dedicated group of investment professionals focused on the sector. Bain CapitalPrivate Equity has helped to build and scale many leading brands, including Burlington Stores, Samsonite, Staples, Sundial Brands and TOMS in the U.S. andEurope as well as Dollarama, BRP and Shoppers Drug Mart in Canada.

After giving effect to the sale of subordinate voting shares offered hereby, Bain Capital will control approximately 70% of our multiple voting shares, orapproximately 68% of the combined voting power of our

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multiple voting shares and subordinate voting shares outstanding after this offering (68% if the underwriters’ over-allotment option is exercised in full). As aresult, we expect to be a “controlled company” within the meaning of the corporate governance standards of the New York Stock Exchange (the “NYSE ”) onwhich we have applied to list our subordinate voting shares. See “Risk Factors—Risks Related to This Offering and Our Subordinate Voting Shares.”

Risk Factors

Investing in our subordinate voting shares involves a high degree of risk. You should carefully consider the risks described in “Risk Factors” before making adecision to invest in our subordinate voting shares. If any of these risks actually occur, our business, financial condition and results of operations would likelybe materially adversely affected. In such case, the trading price of our subordinate voting shares would likely decline and you may lose part or all of yourinvestment. Below is a summary of some of the principal risks we face:

• we may be unable to maintain the strength of our brand;

• we may not be able to manage our growth effectively;

• our brand expansion plans may be unsuccessful;

• fluctuations in raw materials costs or currency exchange rates may impact our operating results; and

• our dual-class share structure concentrates voting control with our principal shareholders and as a result our principal shareholders will have the

ability to control the outcome of matters submitted for shareholder approval and may have interests that differ from those of our othershareholders.

Implications of Being an Emerging Growth Company and a Foreign Private Issuer

We qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, as amended. An emerginggrowth company may take advantage of specified exemptions from various requirements that are otherwise applicable generally to public companies in theUnited States. These provisions include:

• an exemption to include in an initial public offering registration statement less than five years of selected financial data;

• reduced executive compensation disclosure; and

• an exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financialreporting.

The JOBS Act also permits an emerging growth company such as us to take advantage of an extended transition period to comply with new or revisedaccounting standards applicable to public companies. We will not take advantage of this provision because IFRS standards make no distinction between publicand private companies for purposes of compliance with new or revised accounting standards.

We will remain an emerging growth company until the earliest of:

• the last day of our fiscal year during which we have total annual gross revenue of at least US$1.0 billion;

• the last day of our fiscal year following the fifth anniversary of the completion of this offering;

• the date on which we have, during the previous three-year period, issued more than US$1.0 billion in non-convertible debt securities; or

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• the date on which we are deemed to be a “large accelerated filer” under the U.S. Securities Exchange Act of 1934, as amended, or the Exchange

Act, which would occur if the market value of our shares that are held by non-affiliates exceeds US$700 million as of the last business day of ourmost recently completed second fiscal quarter.

In addition, upon consummation of this offering, we will report under the Exchange Act, as a non-U.S. company with foreign private issuer status. As aforeign private issuer, we may take advantage of certain provisions in the NYSE Listing Rules that allow us to follow Canadian law for certain corporategovernance matters. See “Management—Foreign Private Issuer Status.” Even after we no longer qualify as an emerging growth company, as long as wequalify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domesticpublic companies, including:

• the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under theExchange Act;

• the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiderswho profit from trades made in a short period of time;

• the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission of quarterly reports on Form 10-Q containingunaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events; and

• Regulation Fair Disclosure, or Regulation FD, which regulates selective disclosures of material information by issuers.

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The Offering Subordinate Voting Shares Offered by us 7,149,000 subordinate voting shares. Subordinate Voting Shares Offered by the SellingShareholders

12,851,000 subordinate voting shares (or 15,851,000 subordinate voting shares if the underwritersexercise their over-allotment option in full).

Subordinate Voting Shares to be Outstanding After ThisOffering

20,000,000 subordinate voting shares (or 23,000,000 subordinate voting shares if the underwritersexercise their over-allotment option in full).

Multiple Voting Shares to be Outstanding After ThisOffering

87,149,000 multiple voting shares (or 84,149,000 multiple voting shares if the underwritersexercise their over-allotment option in full).

Offering Price $ per subordinate voting share. Option to Purchase Additional Subordinate VotingShares

The underwriters have an option for a period of 30 days from the date of this prospectus topurchase up to 3,000,000 additional subordinate voting shares from the selling shareholdersidentified in this prospectus to cover over-allotments.

Voting Rights Following the sale of subordinate voting shares offered hereby, we will have two classes of shares outstanding: multiple voting shares and subordinate votingshares. The rights of the holders of our multiple voting shares and subordinate voting shares are substantially identical, except with respect to voting andconversion. The subordinate voting shares will have one vote per share and the multiple voting shares will have 10 votes per share. See “Description of Share Capital—Authorized Share Capital.” After giving effect to this offering, the subordinate voting shares will collectively represent approximately 19% of our total issued and outstanding shares andapproximately 2% of the voting power attached to all of our issued and outstanding shares (21% and 3%, respectively, if the underwriters’ over-allotmentoption is exercised in full) and the multiple voting shares will collectively represent approximately 81% of our total issued and outstanding shares andapproximately 98% of the voting power attached to all of our issued and outstanding shares (79% and 97%, respectively, if the underwriters’ over-allotmentoption is exercised in full). Conversion Rights The subordinate voting shares are not convertible into any other class of shares. The multiple

voting shares are convertible into subordinate voting shares on a one-for-one basis at the option ofthe holder or upon the sale of multiple voting shares to an unaffiliated third party.

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In addition, our articles will provide that multiple voting shares will automatically convert intosubordinate voting shares in certain other circumstances. See “Description of Share Capital—Authorized Share Capital—Conversion.”

Take-Over Bid Protection In accordance with applicable regulatory requirements designed to ensure that, in the event of a

take-over bid, the holders of subordinate voting shares will be entitled to participate on an equalfooting with holders of multiple voting shares, we will enter into a coattail agreement with holdersof multiple voting shares. The coattail agreement will contain provisions customary for dual-classcorporations listed on the Toronto Stock Exchange, or the TSX, designed to prevent transactionsthat otherwise would deprive the holders of subordinate voting shares of rights under applicabletake-over bid legislation in Canada to which they would have been entitled if the multiple votingshares had been subordinate voting shares. See “Description of Share Capital—Certain ImportantProvisions of our Articles and the BCBCA—Take-Over Bid Protection.”

Use of Proceeds We expect to receive net proceeds from this offering of approximately $100.0 million, after

deducting underwriting commissions, based upon an assumed initial public offering price of$15.00 per subordinate voting share, which is the midpoint of the price range set forth on thecover page of this prospectus. We will not receive any proceeds from the sale of subordinatevoting shares in this offering by the selling shareholders, including upon the sale of subordinatevoting shares if the underwriters exercise their option to purchase additional subordinate votingshares from certain of the selling shareholders in this offering, to cover over-allotments.

We intend to use the proceeds from this offering to repay a portion of our outstandingindebtedness, including $35.0 million under our Revolving Facility and $65.0 million under ourTerm Loan Facility incurred in connection with the Recapitalization. See “Use of Proceeds” and“Recapitalization.”

Directed Share Program At our request, the underwriters have reserved for sale up to five percent of the subordinate voting

shares to be sold by us and the selling shareholders, at the public offering price to certainindividuals through a directed share program, including employees, directors and other personsassociated with us who have expressed interest in purchasing shares in this offering. The numberof subordinate voting shares available for sale to the general public will be reduced by the numberof reserved shares sold to these individuals. Any reserved shares not purchased by theseindividuals will be offered by the underwriters to the general public on the same basis as the othersubordinate voting shares offered under this prospectus. See “Underwriting.”

Dividend Policy We do not expect to pay any dividends on our subordinate voting shares in the foreseeable future.

See “Dividend Policy.”

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Principal Shareholder Upon completion of this offering, Bain Capital will continue to own a controlling interest in us.Accordingly, we currently intend to avail ourselves of the “controlled company” exemption underthe NYSE Listing Rules. See “Management—Director Independence” and “Principal and SellingShareholders.”

Risk Factors You should read the “Risk Factors” section of this prospectus for a discussion of factors to

consider carefully before deciding to invest in our subordinate voting shares. Proposed NYSE and TSX Trading Symbol “GOOS.”

The total number of subordinate voting shares and multiple voting shares to be outstanding after this offering is based on no subordinate voting shares and100,000,000 multiple voting shares outstanding as of December 31, 2016 on a pro forma basis after giving effect to the transactions described below, andexcludes:

• 5,899,660 subordinate voting shares issuable upon exercise of options outstanding under our equity incentive plans as of March 1, 2017 at aweighted average exercise price of $1.63 per subordinate voting share; and

• 5,100,340 additional subordinate voting shares reserved for future issuance under our equity incentive plans.

Except as otherwise indicated, the information in this prospectus reflects or assumes:

• the filing of amended articles, which will occur immediately prior to the consummation of this offering, to, among other things, amend and

redesignate our Class A Common Shares as multiple voting shares, eliminate our remaining series of common and preferred shares and create oursubordinate voting shares;

• no exercise by the underwriters of their option to purchase additional subordinate voting shares from the selling shareholders identified in thisprospectus to cover over-allotments; and

• no exercise of stock options outstanding.

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Summary Historical Consolidated Financial and Other Data

The following tables set forth our summary historical consolidated financial data. You should read the following summary historical consolidated financialdata in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statementsand related notes included elsewhere in this prospectus.

We have derived the summary historical consolidated information for the years ended March 31, 2016 and March 31, 2015 and the periods from December 9,2013 to March 31, 2014 and April 1, 2013 to December 8, 2013 and the summary consolidated financial position information as of March 31, 2015 and 2016from our audited consolidated financial statements included elsewhere in this prospectus. We have derived the summary consolidated statement of operationsinformation for the nine months ended December 31, 2015 and 2016 and the summary consolidated financial position information as of December 31, 2016from our unaudited interim consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements have been preparedin accordance with IFRS and are presented in thousands of Canadian dollars except where otherwise indicated. Our historical results are not necessarilyindicative of the results that should be expected in any future period.

On December 9, 2013, Bain Capital acquired a majority equity interest in our business as part of the Acquisition. Accordingly, the financial statementspresented elsewhere in this prospectus as of and for fiscal 2014 reflect the periods both prior and subsequent to the Acquisition. The consolidated financialstatements for March 31, 2014 are presented separately for the predecessor period from April 1, 2013 through December 8, 2013, which we refer to as thePredecessor 2014 Period, and the successor period from December 9, 2013 through March 31, 2014, which we refer to as the Successor 2014 Period, with theperiods prior to the Acquisition being labeled as predecessor and the periods subsequent to the Acquisition labeled as successor. For the purpose of performinga comparison to fiscal 2015, we have prepared Unaudited Pro Forma Combined Supplemental Financial Information for fiscal 2014, which gives effect to theAcquisition as if it had occurred on April 1, 2013, and which we refer to as the Unaudited Pro Forma Combined 2014 Period. See “Management’s Discussionand Analysis of Financial Condition and Results of Operations—Basis of Presentation.” Successor Predecessor

CAD$000s(except per share data)

Nine months ended

December 31,2016

Nine months ended

December 31,2015

Fiscal Year ended March

31, 2016

Fiscal Year ended March

31, 2015

Period from December 9,

2013 to March 31,

2014

Period from April 1, 2013

to December 8, 2013

Statement of Operations Data: Revenue $ 352,681 $ 248,909 $ 290,830 $ 218,414 $ 17,263 $ 134,822 Cost of sales 168,403 122,107 145,206 129,805 14,708 81,613

Gross profit 184,278 126,802 145,624 88,609 2,555 53,209 Selling, general and administrative expenses 110,270 72,851 100,103 59,317 20,494 30,119 Depreciation and amortization 4,901 3,585 4,567 2,623 804 447

Operating income (loss) 69,107 50,366 40,954 26,669 (18,743) 22,643 Net interest and other finance costs (1) 8,620 6,017 7,996 7,537 1,788 1,815

Income (loss) before income tax expense 60,487 44,349 32,958 19,132 (20,531) 20,828 Income tax expense (recovery) 15,416 8,662 6,473 4,707 (5,054) 5,550

Net income (loss) 45,071 35,687 26,485 14,425 (15,477) 15,278

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Successor Predecessor

CAD$000s(except per share data)

Nine months ended

December 31,2016

Nine months ended

December 31,2015

Fiscal Year ended

March 31, 2016

Fiscal Year ended

March 31, 2015

Period from December 9,

2013 to March 31,

2014

Period from April 1, 2013

to December 8, 2013

Earnings (loss) per share basic 0.45 0.36 0.26 0.14 (0.15) 157,505.15 diluted 0.44 0.35 0.26 0.14 (0.15) 157,505.15

Weighted average number of sharesoutstanding

basic 100,000,000 100,000,000 100,000,000 100,000,000 100,000,000 97 diluted 101,751,470 101,622,219 101,680,207 101,211,134 100,000,000 97

Pro forma statement of operationsdata (2):

Pro forma net income 46,334 25,775 Pro forma earnings per share—

Basic 0.43 0.24 Diluted 0.43 0.24

Pro forma weighted average numberof shares outstanding—

Basic 107,149,000 107,149,000 Diluted 108,900,470 108,829,207

Other Data: EBITDA (3) $ 75,578 $ 55,009 $ 46,870 $ 30,063 $ (17,714) $ 23,609Adjusted EBITDA (3) 92,443 61,913 54,307 37,191 (8,113) 23,984 Adjusted EBITDA Margin (4) 26.2% 24.9% 18.7% 17.0% (47.0)% 17.8% Adjusted Net Income (loss) (3) 58,851 38,520 30,122 21,374 (7,691) 15,554 Gross Margin 52.3% 50.9% 50.1% 40.6% 14.8% 39.5%

As of December 31,

2016

As of March 31,

2016

As of March 31,

2015 Financial Position Information: Cash $ 30,180 $ 7,226 $ 5,918 Total assets 442,062 353,018 274,825 Total liabilities 373,963 210,316 160,392 Shareholders’ equity 68,099 142,702 114,433

(1) Net interest and other finance costs consist of interest expense relating to our subordinated debt, which was refinanced in connection with the

Recapitalization, as well as our Revolving Facility and prior credit facility. Interest expense associated with the subordinated debt represented $3,822 inthe nine months ended December 31, 2016, $5,598 in fiscal 2016, $5,398 in fiscal 2015 and $4,809 in the Unaudited Pro Forma Period ended March 31,2014. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Basis of Presentation” for a presentation of theUnaudited Pro Forma Combined 2014 Period.

(2) The pro forma statement of comprehensive income data for the fiscal year ended March 31, 2016 and the nine months ended December 31, 2016 giveeffect to (a) the Recapitalization, including the incurrence of indebtedness under the Term Loan Facility and the repayment of the Bain Capitalsubordinated debt, (b) the issuance of 7,149,000 subordinate voting shares in the offering at an initial public offering price of $15.00 per

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subordinate voting share, the midpoint of the range set forth on the cover of this prospectus and the application of the net proceeds therefrom asdescribed in “Use of Proceeds,” and (c) the termination of our management agreement with Bain Capital in connection with the completion of thisoffering, as if each had occurred on the first day of the respective period presented. See “Related Party Transactions—Management Agreement” and“Recapitalization.”

The following is a reconciliation of historical net income to pro forma net income for the fiscal year ended March 31, 2016 and the nine months endedDecember 31, 2016:

Nine months endedDecember 31, 2016

Fiscal year endedMarch 31, 2016

Net income as reported $ 45,071 $ 26,485 Decrease in management fees (a) 1,560 1,092 Net (increase) decrease in interest expense (b) 135 (2,042) (Increase) in income tax expense (c) (432) 240

Pro forma net income $ 46,334 $ 25,775

Pro forma weighted average shares outstanding (d) Basic 107,149,000 107,149,000 Diluted 108,900,470 108,829,207

Pro forma basic net income per share $ 0.43 $ 0.24 Pro forma diluted net income per share $ 0.43 $ 0.24

(a) Reflects the termination, in connection with the offering, of the management fees paid to Bain Capital pursuant to the management agreement forthe periods presented. See “Related Party Transactions—Management Agreement.”

(b) Reflects the net adjustment to interest expense resulting from the incurrence of indebtedness under the new Term Loan Facility, the repayment ofthe subordinated debt and the repayment, with the net proceeds of this offering, of $65 million aggregate principal amount of outstanding loansunder our Term Loan Facility and the repayment of $35 million under our Revolving Facility. See “Description of Indebtedness,” and “Use ofProceeds.” Pro forma presentation does not give effect to the refinancing of our prior credit facility completed on June 3, 2016. See Notes 16 and22 to the audited consolidated financial statements included in this prospectus.

(c) Reflects adjustments to historical income tax expense to reflect the net increases in income tax expense due to higher income before income taxesresulting from the decrease in management fees as a result of the termination of the management agreement with Bain Capital described in (a)above and a net (increase) decrease in interest expense as a result of our new Term Loan Facility and Revolving Facility as described in (b) above,assuming a tax rate of 25.5% and 25.3% for each respective period presented.

(d) Reflects 7,149,000 additional subordinate voting shares to be issued by us in this offering.

The following is a reconciliation of historical interest expense to pro forma interest expense for the fiscal year ended March 31, 2016 and the ninemonths ended December 31, 2016:

Nine months endedDecember 31, 2016

Fiscal year endedMarch 31, 2016

Interest expense as reported 7,541 7,834 Increase resulting from Recapitalization Transactions (e) 3,507 6,898 Decrease resulting from application of net proceeds (f) (3,642) (4,856)

Pro forma interest expense 7,406 9,876

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(e) Reflects the interest expense resulting from the increase in our outstanding borrowings pursuant to the Term Loan offset by the repayment ofsubordinated debt described in footnote (b) above as if these transactions had occurred on April 1, 2015 and were in effect during the entireperiods presented. The interest expense for the Term Loan Facility is calculated by assuming the base LIBOR rate of 1% plus the applicablemargin of 5.00% and is not calculated using the effective interest method and therefore excludes the impact of approximately CAD$6.5 million oforiginal issue discount and transaction costs of CAD$3.4 million incurred in connection with the issuance of the Term Loan Facility.

(f) Reflects the application of $65.0 million of net proceeds to the repayment of indebtedness under our Term Loan Facility and $35.0 million of net

proceeds to the repayment of indebtedness under our Revolving Facility, at the assumed interest rate of 2.73%. This decrease excludes the itemsdescribed under note (e).

(3) EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income are financial measures that are not defined under IFRS. We usethese non-IFRS financial measures, and believe they enhance an investor’s understanding of our financial and operating performance from period toperiod, because they exclude certain material non-cash items and certain other adjustments we believe are not reflective of our ongoing operations andour performance. In particular, following the Acquisition, we have made changes to our legal and operating structure to better position our organizationto achieve our strategic growth objectives, which have resulted in outflows of economic resources. Accordingly, we use these metrics to measure ourcore financial and operating performance for business planning purposes and as a component in the determination of incentive compensation formanagement employees. In addition, we believe EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income are measurescommonly used by investors to evaluate companies in the apparel industry. However, they are not presentations made in accordance with IFRS and theuse of the terms EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income vary from others in our industry. These financialmeasures are not intended to represent and should not be considered as alternatives to net income, operating income or any other performance measuresderived in accordance with IFRS as measures of operating performance or operating cash flows or as measures of liquidity.

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income have important limitations as analytical tools and you should notconsider them in isolation or as substitutes for analysis of our results as reported under IFRS. For example, these financial measures:

• exclude certain tax payments that may reduce cash available to us;

• do not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future;

• do not reflect changes in, or cash requirements for, our working capital needs;

• do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; and

• other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.

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The tables below illustrate a reconciliation of net income to EBITDA, Adjusted EBITDA and Adjusted Net Income for the periods presented:

CAD$000s

Nine months ended

December 31,2016

Nine months ended

December 31,2015

Year ended March 31, 2016

Year endedMarch 31,

2015

Period fromApril 1, 2013 to

December 8,2013

Period fromDecember 9,

2013 to March 31,

2014

Unaudited Pro Forma Period

ended March 31,2014 (l)

Net income (loss) $ 45,071 $ 35,687 $ 26,485 $ 14,425 $ 15,278 $ (15,477) $ 3,023 Addtheimpactof: Income tax expense (recovery) 15,416 8,662 6,473 4,707 5,550 (5,054) 1,024 Interest expense 8,620 6,017 7,996 7,537 1,815 1,788 7,136 Depreciation and amortization 6,471 4,643 5,916 3,394 966 1,029 3,146

EBITDA 75,578 55,009 46,870 30,063 23,609 (17,714) 14,329 Addtheimpactof: Bain Capital management fees (a) 1,560 647 1,092 894 — 277 539 Transaction costs (b) 5,624 8 299 — — 5,791 Purchase accounting adjustments (c) — — 2,861 — 2,906 Unrealized (gain)/loss on derivatives (d) 4,422 — (4,422) (138) — — — Unrealized foreign exchange loss on term loan (e) 1,561 — — — — — — International restructuring costs (f) 175 2,877 6,879 1,038 — — — Share-based compensation (g) 2,536 375 500 300 — — — Agent terminations and other (h) — 2,997 3,089 2,173 375 627 1,002 Non-cash rent expense (i) 987 — — —

Adjusted EBITDA $ 92,443 $ 61,913 $ 54,307 $ 37,191 $ 23,984 $ (8,113) $ 15,870

CAD$000s

Nine months ended

December 31,2016

Nine months ended

December 31,2015

Year ended March 31, 2016

Year ended March 31, 2015

Period fromApril 1, 2013 to

December 8,2013

Period fromDecember 9,

2013 to March 31,

2014

Unaudited Pro Forma Period

ended March 31,2014 (l)

Net income (loss) $ 45,071 $ 35,687 $ 26,485 $ 14,425 $ 15,278 $ (15,477) $ 3,023 Addtheimpactof: Bain Capital management fees (a) 1,560 647 1,092 894 — 277 539 Transaction costs (b) 5,624 8 299 — — 5,791 — Purchase accounting adjustments (c) — — — 2,861 — 2,906 — Unrealized (gain)/loss on derivatives (d) 4,422 — (4,422) (138) — — — Unrealized foreign exchange loss on term loan (e) 1,561 — — — — — — International restructuring costs (f) 175 2,877 6,879 1,038 — — — Share-based compensation (g) 2,536 375 500 300 — — — Agent terminations and other (h) — 2,997 3,089 2,173 375 627 1,002 Non-cash rent expense (i) 987 — — — — — — Amortization on intangible assets acquired by Bain Capital (j) 1,632 1,632 2,175 2,175 — 725 2,175

Total adjustments 18,497 8,536 9,612 9,303 375 10,326 3,716 Tax effect of adjustments (4,717) (2,159) (2,431) (2,354) (99) (2,540) (940) Tax effect of one-time intercompany transaction (k) — (3,544) (3,544) — — — —

Adjusted Net income (loss) $ 58,851 $ 38,520 $ 30,122 $ 21,374 $ 15,554 $ (7,691) $ 5,799

(a) Represents the amount paid pursuant to the management agreement with Bain Capital for ongoing consulting and other services. In connection

with this offering, the management agreement will be terminated, and Bain Capital will no longer receive management fees from us. See “CertainRelationships and Related Party Transactions—Management Agreement.”

(b) In connection with the Acquisition and the filing of this prospectus, we incurred expenses related to professional fees, consulting, legal, and

accounting that would otherwise not have been incurred and were directly related to these two matters. These fees are not indicative of thecompany’s ongoing costs and we expect they will discontinue following the completion of this offering.

(c) In connection with the Acquisition, we recognized acquired inventory at fair value, which included a mark-up for profit. Recording inventory atfair value in purchase accounting had the effect of increasing inventory

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and thereby increasing the cost of sales in subsequent periods as compared to the amounts we would have recognized if the inventory was soldthrough at cost. The write-up of acquired inventory sold represents the incremental cost of sales that was recognized as a result of purchaseaccounting. This inventory was sold in fiscal 2014 and fiscal 2015 and has impacted net income in both periods.

(d) Represents unrealized gains on foreign exchange forward contracts recorded in fiscal 2016 that relate to fiscal 2017. We manage our exposure toforeign currency risk by entering into foreign exchange forward contracts. Management forecasts its net cash flows in foreign currency usingexpected revenue from orders it receives for future periods. The unrealized gains and losses on these contracts are recognized in net income fromthe date of inception of the contract, while the cash flows to which the derivatives related are not realized until the contract settles. Managementbelieves that reflecting these adjustments in the period in which the net cash flows will occur is more appropriate.

(e) Represents a non-cash charge for unrealized losses on the translation of the Term Loan Facility from USD to CAD$.

(f) Represents expenses incurred to establish our European headquarters in Zug, Switzerland, including closing several smaller offices across Europe,relocating personnel and incurring temporary office costs.

(g) Represents non-cash share-based compensation expense. Adjustments in fiscal 2017 reflect management’s estimates that certain tranches ofoutstanding option awards will vest.

(h) Represents accrued expenses in respect of termination payments to be made to our third party sales agents. As part of a strategy to transitioncertain sales functions in-house, we terminated the majority of our third party sales agents and certain distributors, primarily during fiscal 2015and 2016, which resulted in indemnities and other termination payments. As sales agents have now largely been eliminated from the salesstructure, management does not expect these charges to recur in future fiscal periods.

(i) Represents non-cash amortization charges during pre-opening periods for new store leases.

(j) As a result of the Acquisition, we recognized an intangible asset for customer lists in the amount of $8.7 million, which has a useful life of fouryears.

(k) During fiscal 2016, we entered into a series of transactions whereby our wholly-owned subsidiary, Canada Goose International AG, acquired theglobal distribution rights to our products. As a result, there was a one-time tax benefit of $3.5 million recorded during the year.

(l) See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Basis of Presentation” for a presentation of ourUnaudited Pro Forma Combined Supplemental Financial Information for the year ended March 31, 2014.

(4) Adjusted EBITDA Margin is equal to Adjusted EBITDA for the period presented as a percentage of revenue for the same period.

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Risk Factors

Thisofferingandinvestinginoursubordinatevotingsharesinvolvesahighdegreeofrisk.Youshouldcarefullyconsidertherisksanduncertaintiesdescribedbelowtogetherwithalloftheotherinformationcontainedinthisprospectus,includingourconsolidatedfinancialstatementsandtherelatednotesappearingattheendofthisprospectus,beforedecidingtoinvestinoursubordinatevotingshares.Ifanyofthefollowingrisksactuallyoccurs,ourbusiness,prospects,operatingresultsandfinancialconditioncouldsuffermaterially,thetradingpriceofoursubordinatevotingsharescoulddeclineandyoucouldloseallorpartofyourinvestment.Pleasealsosee“CautionaryNoteRegardingForward-LookingStatements.”

Risks Related to our Business

Our business depends on a strong brand, and if we are not able to maintain and enhance our brand we may be unable to sell our products, which wouldadversely affect our business.

The Canada Goose name and premium brand image are integral to the growth of our business, and to the implementation of our strategies for expanding ourbusiness. We believe that the brand image we have developed has significantly contributed to the success of our business and is critical to maintaining andexpanding our customer base. Maintaining and enhancing our brand may require us to make substantial investments in areas such as product design, store openingsand operations, marketing, e-commerce, community relations and employee training, and these investments may not be successful.

We anticipate that, as our business expands into new markets and new product categories and as the market becomes increasingly competitive, maintaining andenhancing our brand may become difficult and expensive. Conversely, as we penetrate these new markets and our brand becomes more widely available, it couldpotentially detract from the appeal stemming from the scarcity of our brand. Our brand may also be adversely affected if our public image or reputation is tarnishedby negative publicity. In addition, ineffective marketing, product diversion to unauthorized distribution channels, product defects, counterfeit products, unfairlabour practices, and failure to protect the intellectual property rights in our brand are some of the potential threats to the strength of our brand, and those and otherfactors could rapidly and severely diminish consumer confidence in us. Maintaining and enhancing our brand will depend largely on our ability to be a leader in thepremium outerwear industry and to continue to offer a range of high quality products to our customers, which we may not execute successfully. Any of thesefactors could harm our sales, profitability or financial condition.

A key element of our growth strategy is expansion of our product offerings into new product categories. We may be unsuccessful in designing products that meetour customers’ expectations for our brand or that are attractive to new customers. If we are unable to anticipate customer preferences or industry changes, or if weare unable to modify our products on a timely basis or expand effectively into new product categories, we may lose customers. As of December 31, 2016, our brandis sold in 36 countries through nearly 2,500 points of distribution. As we expand into new geographic markets, consumers in these new markets may be lesscompelled by our brand image and may not be willing to pay a higher price to purchase our premium functional products as compared to traditional outerwear. Ouroperating results would also suffer if our investments and innovations do not anticipate the needs of our customers, are not appropriately timed with marketopportunities or are not effectively brought to market.

Because our business is highly concentrated on a single, discretionary product category, premium outerwear, we are vulnerable to changes in consumerpreferences that could harm our sales, profitability and financial condition.

Our business is not currently diversified and consists primarily of designing, manufacturing and distributing premium outerwear and accessories. In fiscal 2016, ourmain product category across all seasons, our jackets, was made up of over 100 styles and comprised the majority of our sales. Consumer preferences often change

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rapidly. Therefore, our business is substantially dependent on our ability to attract customers who are willing to pay a premium for our products. Any future shiftsin consumer preferences away from retail spending for premium outerwear and accessories would also have a material adverse effect on our results of operations.

In addition, we believe that continued increases in sales of premium outerwear will largely depend on customers continuing to demand technical superiority fromtheir luxury products. If the number of customers demanding premium outerwear does not continue to increase, or if our customers are not convinced that ourpremium outerwear is more functional or stylish than other outerwear alternatives, we may not achieve the level of sales necessary to support new growth platformsand our ability to grow our business will be severely impaired.

A downturn in the economy may affect customer purchases of discretionary items, which could materially harm our sales, profitability and financial condition.

Many factors affect the level of consumer spending for discretionary items such as our premium outerwear and related products. These factors include generaleconomic conditions, interest and tax rates, the availability of consumer credit, disposable consumer income, unemployment and consumer confidence in futureeconomic conditions. Consumer purchases of discretionary items, such as our premium outerwear, tend to decline during recessionary periods when disposableincome is lower. During our 60-year history, we have experienced recessionary periods, but we cannot predict the effect on our sales and profitability. A downturnin the economy in markets in which we sell our products may materially harm our sales, profitability and financial condition.

We operate in a highly competitive market and the size and resources of some of our competitors may allow them to compete more effectively than we can,resulting in a loss of our market share and a decrease in our revenue and profitability.

The market for outerwear is highly fragmented. We compete directly against other wholesalers and direct retailers of premium functional outerwear and luxuryapparel. Because of the fragmented nature of the marketplace, we also compete with other apparel sellers, including those who do not specialize in outerwear.Many of our competitors have significant competitive advantages, including longer operating histories, larger and broader customer bases, more establishedrelationships with a broader set of suppliers, greater brand recognition and greater financial, research and development, store development, marketing, distribution,and other resources than we do.

Our competitors may be able to achieve and maintain brand awareness and market share more quickly and effectively than we can. Many of our competitors havemore established and diversified marketing programs, including with respect to promotion of their brands through traditional forms of advertising, such as printmedia and television commercials, and through celebrity endorsements, and have substantial resources to devote to such efforts. Our competitors may also createand maintain brand awareness using traditional forms of advertising more quickly than we can. Our competitors may also be able to increase sales in their new andexisting markets faster than we can by emphasizing different distribution channels than we can, such as catalog sales or an extensive retail network, and many ofour competitors have substantial resources to devote toward increasing sales in such ways.

If we fail to attract new customers, we may not be able to increase sales.

Our success depends, in part, on our ability to attract new customers. In order to expand our customer base, we must appeal to and attract consumers who identifywith our products. We have made significant investments in enhancing our brand and attracting new customers. We expect to continue to make significantinvestments to promote our current products to new customers and new products to current and new customers, including through our DTC e-commerce platformsand retail store presence. Such campaigns can be expensive and may not result in increased sales. Further, as our brand becomes more widely known, we may notattract new customers as we have in the past. If we are unable to attract new customers, we may not be able to increase our sales.

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We have grown rapidly in recent years. If we are unable to manage our operations at our current size or to manage any future growth effectively, the pace ofour growth may slow.

We have expanded our operations rapidly since 2013 and have been developing a DTC channel with the launch of our four e-commerce stores in Canada and theUnited States as well as the United Kingdom and France in August 2014, September 2015 and September 2016, respectively, and the opening of our first two retailstores in October and November of 2016 in Toronto and New York City, respectively. Our revenue increased from $152.1 million for fiscal 2014 to $290.8 millionfor fiscal 2016, a CAGR of approximately 38.3%, including $33.0 million of revenue generated from our DTC channel in fiscal 2016.

If our operations continue to grow, of which there can be no assurance, we will be required to continue to expand our sales and marketing, product development,manufacturing and distribution functions, to upgrade our management information systems and other processes, and to obtain more space for our expandingadministrative support and other personnel. Our continued growth could increase the strain on our resources, and we could experience operating difficulties,including difficulties in hiring, training and managing an increasing number of employees and manufacturing capacity to produce our products, and delays inproduction and shipments. These difficulties may result in the erosion of our brand image, divert the attention of management and key employees and impactfinancial and operational results. In addition, in order to continue to expand our DTC channel, we expect to continue to add selling, general & administrativeexpenses to our operating profile. These costs, which include lease commitments, headcount and capital assets, could result in decreased margins if we are unableto drive commensurate growth.

Our growth strategy involves expansion of our DTC channel, including retail stores and on-line, which may present risks and challenges that we have not yetexperienced.

Our business has only recently evolved from one in which we only distributed products on a wholesale basis for resale by others to one that also includes a multi-channel experience, which includes retail physical and online stores operated by us. Growing our e-commerce platforms and number of physical stores is essentialto our growth strategy, as is expanding our product offerings available through these channels. However, we have limited operating experience executing thisstrategy, which we launched with our first e-commerce store in August 2014 and our first retail store in October 2016. This strategy has and will continue to requiresignificant investment in cross-functional operations and management focus, along with investment in supporting technologies and retail store spaces. If we areunable to provide a convenient and consistent experience for our customers, our ability to compete and our results of operations could be adversely affected. Inaddition, if our e-commerce store design does not appeal to our customers, reliably function as designed, or maintain the privacy of customer data, or if we areunable to consistently meet our brand promise to our customers, we may experience a loss of customer confidence or lost sales, or be exposed to fraudulentpurchases, which could adversely affect our reputation and results of operations.

We currently operate our online stores in Canada, the United States, the United Kingdom and France, and are planning to expand our e-commerce platform to othergeographies. These countries may impose different and evolving laws governing the operation and marketing of e-commerce websites, as well as the collection,storage and use of information on consumers interacting with those websites. We may incur additional costs and operational challenges in complying with theselaws, and differences in these laws may cause us to operate our businesses differently in different territories. If so, we may incur additional costs and may not fullyrealize the investment in our international expansion.

Our operating results are subject to seasonal and quarterly variations in our revenue and operating income, which could cause the price of our subordinatevoting shares to decline.

Our business is seasonal and, historically, we have realized approximately three quarters of our revenue and earnings for the fiscal year in the second and thirdfiscal quarters, due to the impact of wholesale orders in

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anticipation of the Winter and holiday selling season. Many of these orders are not subject to contracts and, if cancelled for any reason, could result in harm to oursales and financial results. Any factors that harm our second and third fiscal quarter operating results, including disruptions in our supply chain, unseasonably warmweather or unfavourable economic conditions, could have a disproportionate effect on our results of operations for the entire fiscal year. In addition, we typicallyexperience net losses in our first and fourth fiscal quarters as we invest ahead of our most active season. Disrupted sales in our second and third fiscal quarterscould upset our seasonal balance leading to an adverse effect on our financial and operating results.

In order to prepare for our peak shopping season, we must maintain higher quantities of finished goods. As a result, our working capital requirements also fluctuateduring the year, increasing in the first and second fiscal quarters and declining significantly in the fourth fiscal quarter.

Our quarterly results of operations may also fluctuate significantly as a result of a variety of other factors, including the sales contributed by our DTC channel. As aresult, historical period-to-period comparisons of our sales and operating results are not necessarily indicative of future period-to-period results. You should notrely on the results of a single fiscal quarter as an indication of our annual results or our future performance.

Our indebtedness could adversely affect our financial condition.

As of December 31, 2016, we had $59.8 million of borrowings outstanding under our Revolving Facility, and $82.1 million of unused commitments under ourRevolving Facility $218.3 million of term loans under our Term Loan Facility, and total indebtedness of $278.1 million as of such date. See “Description ofIndebtedness” and “Recapitalization”. Upon the completion of this offering, after giving effect to the use of proceeds described in this prospectus, we expect tohave total indebtedness of $178.1 million. Our debt could have important consequences, including:

• limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporaterequirements and increasing our cost of borrowing;

• requiring a portion of our cash flow to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flowavailable for working capital, capital expenditures, acquisitions and other general corporate purposes;

• requiring the net cash proceeds of certain equity offerings to be used to prepay our debt as opposed to other purposes;

• exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under our senior secured credit facilities, are atvariable rates of interest; and

• limiting our flexibility in planning for and reacting to changes in the industry in which we compete.

The credit agreements governing our senior secured credit facilities contain a number of restrictive covenants that impose operating and financial restrictions on us,including restrictions on our ability to incur certain liens, make investments and acquisitions, incur or guarantee additional indebtedness, pay dividends or makeother distributions in respect of, or repurchase or redeem our common or preferred shares, or enter into certain other types of contractual arrangements affecting oursubsidiaries or indebtedness. In addition, the restrictive covenants in the credit agreement governing our Revolving Facility require us to maintain a minimum fixedcharge coverage ratio if excess availability under our Revolving Facility falls below a specified threshold.

Although the credit agreements governing our senior secured credit facilities contain restrictions on the incurrence of additional indebtedness, those restrictions aresubject to a number of qualifications and exceptions and the additional indebtedness incurred in compliance with those restrictions could be substantial. We mayalso seek to amend or refinance one or more of our debt instruments to permit us to finance our growth strategy or improve the terms of our indebtedness.

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Our plans to improve and expand our product offerings may not be successful, and implementation of these plans may divert our operational, managerial andadministrative resources, which could harm our competitive position and reduce our revenue and profitability.

In addition to our DTC strategy and the expansion of our geographic footprint, we plan to grow our business by expanding our product offerings. The principalrisks to our ability to successfully carry out our plans to expand our product offering include:

• if our expanded product offerings fail to maintain and enhance our distinctive brand identity, our brand image may be diminished and our sales maydecrease;

• implementation of these plans may divert management’s attention from other aspects of our business and place a strain on our management,operational and financial resources, as well as our information systems; and

• incorporation of novel materials or features into our products may not be accepted by our customers or may be considered inferior to similar productsoffered by our competitors.

In addition, our ability to successfully carry out our plans to expand our product offerings may be affected by economic and competitive conditions, changes inconsumer spending patterns and changes in consumer preferences and styles. These plans could be abandoned, could cost more than anticipated and could divertresources from other areas of our business, any of which could negatively impact our competitive position and reduce our revenue and profitability.

We rely on a limited number of third-party suppliers to provide high quality raw materials.

Our products require high quality raw materials, including cotton, polyester, down and coyote fur. The price of raw materials depends on a wide variety of factorslargely beyond the control of Canada Goose. A shortage, delay or interruption of supply for any reason could negatively impact our ability to fulfill orders and havean adverse impact on our financial results.

In addition, we rely on a very small number of direct suppliers for our raw materials. As a result, any disruption to these relationships could have a material adverseeffect on our business. Events that adversely affect our suppliers could impair our ability to obtain inventory in the quantities and at the quality that we desire. Suchevents include difficulties or problems with our suppliers’ businesses, finances, labour relations, ability to import raw materials, costs, production, insurance andreputation, as well as natural disasters or other catastrophic occurrences. Furthermore, there can be no assurance that our suppliers will continue to provide fabricsand raw materials or provide products that are consistent with our standards.

More generally, if we need to replace an existing supplier, additional supplies or additional manufacturing capacity may not be available when required on termsthat are acceptable to us, or at all, and any new supplier may not meet our strict quality requirements. In the event we are required to find new sources of supply, wemay encounter delays in production, inconsistencies in quality and added costs as a result of the time it takes to train our suppliers and manufacturers in ourmethods, products and quality control standards. Any delays, interruption or increased costs in the supply of our raw materials could have an adverse effect on ourability to meet customer demand for our products and result in lower sales and profitability both in the short and long-term.

We could experience significant disruptions in supply from our current sources.

We generally do not enter into long-term formal written agreements with our suppliers, and typically transact business with our suppliers on an order-by-orderbasis. There can be no assurance that there will not be a disruption in the supply of fabrics or raw materials from current sources or, in the event of a disruption, thatwe would be able to locate alternative suppliers of materials of comparable quality at an acceptable price, or at all. Identifying a suitable supplier is an involvedprocess that requires us to become satisfied with their quality

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control, responsiveness and service, financial stability and labour and other ethical practices. Any delays, interruption or increased costs in the supply of fabric ormanufacture of our products could have an adverse effect on our ability to meet customer demand for our products and result in lower revenue and operatingincome both in the short and long-term.

Our business or our results of operations could be harmed if we are unable to accurately forecast demand for our products.

To ensure adequate inventory supply, we and our retail partners forecast inventory needs, which are subject to seasonal and quarterly variations. If we fail toaccurately forecast retailer demand, we may experience excess inventory levels or a shortage of product to deliver to our retail partners and through our DTCchannel.

If we underestimate the demand for our products, we may not be able to produce products to meet our retail partner requirements, and this could result in delays inthe shipment of our products and our failure to satisfy demand, as well as damage to our reputation and retail partner relationships. If we overestimate the demandfor our products, we could face inventory levels in excess of demand, which could result in inventory write-downs or write-offs and the sale of excess inventory atdiscounted prices, which would harm our gross margins and our brand management efforts. In addition, failures to accurately predict the level of demand for ourproducts could cause a decline in revenue and harm our profitability and financial condition.

If we are unable to establish and protect our trademarks and other intellectual property rights, counterfeiters may produce copies of our products and suchcounterfeit products could damage our brand image.

Given the increased popularity of our brand, we believe there is a high likelihood that counterfeit products or other products infringing on our intellectual propertyrights will continue to emerge, seeking to benefit from the consumer demand for Canada Goose outerwear. These counterfeit products do not provide thefunctionality of our products and we believe they are of substantially lower quality, and if customers are not able to differentiate between our products andcounterfeit products, this could damage our brand image. In order to protect our brand, we devote significant resources to the registration and protection of ourtrademarks and to anti-counterfeiting efforts worldwide. We actively pursue entities involved in the trafficking and sale of counterfeit merchandise through legalaction or other appropriate measures. In spite of our efforts, counterfeiting still occurs and, if we are unsuccessful in challenging a third-party’s rights related totrademark, copyright or other intellectual property rights, this could adversely affect our future sales, financial condition and results of operations. We cannotguarantee that the actions we have taken to curb counterfeiting and protect our intellectual property will be adequate to protect the brand and prevent counterfeitingin the future or that we will be able to identify and pursue all counterfeiters who may seek to benefit from our brand.

Competitors have and will likely continue to attempt to imitate our products and technology and divert sales. If we are unable to protect or preserve ourintellectual property rights, brand image and proprietary rights, our business may be harmed.

As our business has expanded, our competitors have imitated, and will likely continue to imitate, our product designs and branding, which could harm our businessand results of operations. Competitors who flood the market with products seeking to imitate our products could divert sales and dilute the value of our brand. Webelieve our trademarks, copyrights and other intellectual property rights are extremely important to our success and our competitive position.

However, enforcing rights to our intellectual property may be difficult and costly, and we may not be successful in stopping infringement of our intellectualproperty rights, particularly in some foreign countries, which could make it easier for competitors to capture market share. Intellectual property rights necessary toprotect our products and brand may also be unavailable or limited in certain countries. Furthermore, our efforts to enforce our trademarks, copyrights and otherintellectual property rights may be met with defenses, counterclaims and

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countersuits attacking the validity and enforceability of our trademark and other intellectual property rights. Continued sales of competing products by ourcompetitors could harm our brand and adversely impact our business, financial condition and results of operations.

Labour-related matters, including labour disputes, may adversely affect our operations.

As of March 1, 2017, less than 25% of our employees are members of labour unions, and additional members of our workforce may become represented by unionsin the future. The exposure to unionized labour in our workforce nonetheless presents an increased risk of strikes and other labour disputes, and our ability to alterlabour costs will be subject to collective bargaining, which could adversely affect our results of operations. In addition, potential labour disputes at independentfactories where our goods are produced, shipping ports, or transportation carriers create risks for our business, particularly if a dispute results in work slowdowns,lockouts, strikes or other disruptions during our peak manufacturing, shipping and selling seasons. Any potential labour dispute, either in our own operations or inthose of third parties, on whom we rely, could materially affect our costs, decrease our sales, harm our reputation or otherwise negatively affect our sales,profitability or financial condition.

We rely significantly on information technology systems for our distribution systems and other critical business functions, and are increasing our reliance onthese functions as our DTC channel expands. Any failure, inadequacy, or interruption of those systems could harm our ability to operate our businesseffectively.

We rely on information systems to effectively manage all aspects of our business, including merchandise planning, manufacturing, allocation, distribution andsales. Our reliance on these systems, and their importance to our business, will increase as we expand our DTC channel and global operations. We rely on a numberof third parties to help us effectively manage these systems. If information systems we rely on fail to perform as expected, our business could be disrupted. Thefailure of us or our vendors to manage and operate our information technology systems as expected could disrupt our business, result in our not providing adequateproduct, losing sales or market share, and reputational harm, causing our business to suffer. Any such failure or disruption could have a material adverse effect onour business.

Our information technology systems and vendors also may be vulnerable to damage or interruption from circumstances beyond our or their control, including fire,flood, natural disasters, systems failures, network or communications failures, power outages, viruses, security breaches, cyber-attacks and terrorism. We maintaindisaster recovery procedures intended to mitigate the risks associated with such events, but there is no guarantee that these procedures will be adequate in anyparticular circumstance. As a result, such an event could materially disrupt, and have a material adverse effect on, our business.

We depend on our retail partners to display and present our products to customers, and our failure to maintain and further develop our relationships with ourretail partners could harm our business.

We sell our products through knowledgeable local, regional, and national retail partners. Our retail partners service customers by stocking and displaying ourproducts, and explaining our product attributes. Our relationships with these retail partners are important to the authenticity of our brand and the marketingprograms we continue to deploy. Our failure to maintain these relationships with our retail partners or financial difficulties experienced by these retail partnerscould harm our business.

We also have key relationships with national retail partners. For fiscal 2016, our largest Canadian wholesale customer accounted for 17% of our wholesale revenuein Canada, and our largest U.S. wholesale customer accounted for 18% of our wholesale revenue in the United States. If we lose any of our key retail partners, or ifany key retail partner reduces their purchases of our existing or new products, or their number of stores or operations or promotes products of our competitors overours, or suffers financial difficulty or insolvency, our sales would be harmed. Our sales depend, in part, on retailer partners effectively displaying our products,

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including providing attractive space in their stores, including shop-in-shops, and training their sales personnel to sell our products. If our retail partners reduce orterminate those activities, we may experience reduced sales of our products, resulting in lower revenue and gross margins, which would harm our profitability andfinancial condition.

The majority of our sales are to retail partners.

The majority of our sales are made to retail partners who may decide to emphasize products from our competitors, to redeploy their retail floor space to otherproduct categories, or to take other actions that reduce their purchases of our products. We do not receive long-term purchase commitments from our retail partners,and confirmed orders received from our retail partners may be difficult to enforce. Factors that could affect our ability to maintain or expand our sales to these retailpartners include: (a) failure to accurately identify the needs of our customers; (b) lack of customer acceptance of new products or product expansions; (c)unwillingness of our retail partners and customers to attribute premium value to our new or existing products or product expansions relative to competing products;(d) failure to obtain shelf space from our retail partners; and (e) new, well-received product introductions by competitors.

We cannot assure you that our retail partners will continue to carry our products in accordance with current practices or carry any new products that we develop. Ifthese risks occur, they could harm our brand as well as our results of operations and financial condition.

Our marketing programs, e-commerce initiatives and use of customer information are governed by an evolving set of laws and enforcement trends andunfavorable changes in those laws or trends, or our failure to comply with existing or future laws, could substantially harm our business and results ofoperations.

We collect, process, maintain and use data, including sensitive information on individuals, available to us through online activities and other customer interactionsin our business. Our current and future marketing programs may depend on our ability to collect, maintain and use this information, and our ability to do so issubject to evolving international, U.S., Canadian, European and other laws and enforcement trends. We strive to comply with all applicable laws and other legalobligations relating to privacy, data protection and customer protection, including those relating to the use of data for marketing purposes. It is possible, however,that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another, may conflict with other rules, may conflictwith our practices or fail to be observed by our employees or business partners. If so, we may suffer damage to our reputation and be subject to proceedings oractions against us by governmental entities or others. Any such proceeding or action could hurt our reputation, force us to spend significant amounts to defend ourpractices, distract our management or otherwise have an adverse effect on our business.

Certain of our marketing practices rely upon e-mail to communicate with consumers on our behalf. We may face risk if our use of e-mail is found to violate theapplicable law. We post our privacy policy and practices concerning the use and disclosure of user data on our websites. Any failure by us to comply with ourposted privacy policy or other privacy-related laws and regulations could result in proceedings which could potentially harm our business. In addition, as dataprivacy and marketing laws change, we may incur additional costs to ensure we remain in compliance. If applicable data privacy and marketing laws become morerestrictive at the international, federal, provincial or state levels, our compliance costs may increase, our ability to effectively engage customers via personalizedmarketing may decrease, our investment in our e-commerce platform may not be fully realized, our opportunities for growth may be curtailed by our complianceburden and our potential reputational harm or liability for security breaches may increase.

Data security breaches and other cyber security events could negatively affect our reputation, credibility and business.

We collect, process, maintain and use sensitive personal information relating to our customers and employees, including their personally identifiable information,and rely on third parties for the operation of our e-commerce

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site and for the various social media tools and websites we use as part of our marketing strategy. Any perceived, attempted or actual unauthorized disclosure ofpersonally identifiable information regarding our employees, customers or website visitors could harm our reputation and credibility, reduce our e-commerce sales,impair our ability to attract website visitors, reduce our ability to attract and retain customers and could result in litigation against us or the imposition of significantfines or penalties.

Recently, data security breaches suffered by well-known companies and institutions have attracted a substantial amount of media attention, prompting new foreign,federal, provincial and state laws and legislative proposals addressing data privacy and security, as well as increased data protection obligations imposed onmerchants by credit card issuers. As a result, we may become subject to more extensive requirements to protect the customer information that we process inconnection with the purchase of our products, resulting in increased compliance costs.

Our on-line activities, including our e-commerce websites, also may be subject to denial of service or other forms of cyber attacks. While we have taken measureswe believe reasonable to protect against those types of attacks, those measures may not adequately protect our on-line activities from such attacks. If a denial ofservice attack or other cyber event were to affect our e-commerce sites or other information technology systems, our business could be disrupted, we may lose salesor valuable data, and our reputation may be adversely affected.

A significant portion of our business functions operate out of our headquarters in Toronto. As a result, our business is vulnerable to disruptions due to localweather, economics and other factors.

All of our significant business functions reside at our headquarters in Toronto, Canada. Events such as extreme local weather, natural disasters, transportationstrikes, acts of terrorism, significant economic disruptions or unexpected damage to the facility could result in an unexpected disruption to our business as awhole. Although we carry business interruption insurance, if a disruption of this type should occur, our ability to conduct our business could be adversely affectedor interrupted entirely and adversely affect our financial and operating results.

Our success is substantially dependent on the continued service of our senior management.

Our success is substantially dependent on the continued service of our senior management, including Dani Reiss, who is our third-generation President and ChiefExecutive Officer. The loss of the services of our senior management could make it more difficult to successfully operate our business and achieve our businessgoals. We also may be unable to retain existing management, technical, sales and client support personnel that are critical to our success, which could result inharm to our customer and employee relationships, loss of key information, expertise or know-how and unanticipated recruitment and training costs.

We have not obtained key man life insurance policies on any members of our senior management team. As a result, we would not be protected against theassociated financial loss if we were to lose the services of members of our senior management team.

We rely on payment cards to receive payments, and are subject to payment-related risks.

For our DTC sales, as well as for sales to certain retail partners, we accept a variety of payment methods, including credit cards, debit cards and electronic fundstransfers. Accordingly, we are, and will continue to be, subject to significant and evolving regulations and compliance requirements relating to payment cardprocessing. This includes laws governing the collection, processing and storage of sensitive consumer information, as well as industry requirements such as thePayment Card Industry Data Security Standard, or PCI-DSS. These laws and obligations may require us to implement enhanced authentication and paymentprocesses that could result in increased costs and liability, and reduce the ease of use of certain payment methods. For certain payment methods, including creditand debit cards, we pay interchange and other fees, which may

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increase over time. We rely on independent service providers for payment processing, including credit and debit cards. If these independent service providersbecome unwilling or unable to provide these services to us or if the cost of using these providers increases, our business could be harmed. We are also subject topayment card association operating rules and agreements, including PCI-DSS, certification requirements and rules governing electronic funds transfers, whichcould change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or requirements, or if our data securitysystems are breached or compromised, we may be liable for losses incurred by card issuing banks or consumers, subject to fines and higher transaction fees, loseour ability to accept credit or debit card payments from our consumers, or process electronic fund transfers or facilitate other types of payments. Any failure tocomply could significantly harm our brand, reputation, business, and results of operations.

If our independent manufacturers or our suppliers fail to use ethical business practices and fail to comply with changing laws and regulations or ourapplicable guidelines, our brand image could be harmed due to negative publicity.

Our core values, which include developing the highest quality products while operating with integrity, are an important component of our brand image, whichmakes our reputation sensitive to allegations of unethical or improper business practices, whether real or perceived. We do not control our suppliers andmanufacturers or their business practices. Accordingly, we cannot guarantee their compliance with our guidelines or the law. A lack of compliance could lead toreduced sales or recalls or damage to our brand or cause us to seek alternative suppliers, which could increase our costs and result in delayed delivery of ourproducts, product shortages or other disruptions of our operations.

In addition, many of our products include materials that are heavily regulated in many jurisdictions. Certain jurisdictions in which we sell have various regulationsrelated to manufacturing processes and the chemical content of our products, including their component parts. Monitoring compliance by our manufacturers andsuppliers is complicated, and we are reliant on their compliance reporting in order to comply with regulations applicable to our products. This is furthercomplicated by the fact that expectations of ethical business practices continually evolve and may be substantially more demanding than applicable legalrequirements. Ethical business practices are also driven in part by legal developments and by diverse groups active in publicizing and organizing public responsesto perceived ethical shortcomings. Accordingly, we cannot predict how such regulations or expectations might develop in the future and cannot be certain that ourguidelines or current practices would satisfy all parties who are active in monitoring our products or other business practices worldwide.

Our current and future products may experience quality problems from time to time that can result in negative publicity, litigation, product recalls andwarranty claims, which could result in decreased revenue and operating margin, and harm to our brand.

There can be no assurance we will be able to detect, prevent, or fix all defects that may affect our products. Failure to detect, prevent, or fix defects, or theoccurrence of real or perceived quality, health or safety problems or material defects in our current and future products, could result in a variety of consequences,including a greater number of product returns than expected from customers and our retail partners, litigation, product recalls, and credit, warranty or other claims,among others, which could harm our brand, sales, profitability and financial condition. We stand behind every Canada Goose product with a full lifetime warrantyagainst defects. Because of this comprehensive warranty, quality problems could lead to increased warranty costs, and divert the attention of our manufacturingfacilities. Such problems could hurt our premium brand image, which is critical to maintaining and expanding our business. Any negative publicity or lawsuits filedagainst us related to the perceived quality and safety of our products could harm our brand and decrease demand for our products.

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Our business could be adversely affected by protestors or activists.

We have been the target of activists in the past, and may continue to be in the future. Our products include certain animal products, including goose and duckfeathers in all of our down-filled parkas and coyote fur on the hoods of some of our parkas, which has drawn the attention of animal welfare activists. In addition,protestors can disrupt sales at our stores, or use social media or other campaigns to sway public opinion against our products. If any such activists are successful ateither of these our sales and results of operations may be adversely affected.

The cost of raw materials could increase our cost of goods sold and cause our results of operations and financial condition to suffer.

The fabrics used by our suppliers and manufacturers include synthetic fabrics and natural products, including cotton, polyester, down and coyote fur. Significantprice fluctuations or shortages in the cost of these raw materials may increase our cost of goods sold and cause our results of operations and financial condition tosuffer. In particular, in our experience, pricing for fur products tends to be unpredictable. If we are unable to secure coyote fur for our jackets at a reasonable price,we may have to alter or discontinue selling some of our designs, or attempt to pass along the cost to our customers, any of which could adversely affect our resultsof operations and financial condition.

Additionally, increasing costs of labour, freight and energy could increase our and our suppliers’ cost of goods. If our suppliers are affected by increases in theircosts of labour, freight and energy, they may attempt to pass these cost increases on to us. If we pay such increases, we may not be able to offset them throughincreases in our pricing, which could adversely affect our results of operation and financial condition.

Fluctuations in foreign currency exchange rates could harm our results of operations as well as the price of our subordinate voting shares.

The presentation currency for our consolidated financial statements is the Canadian dollar. Because we recognize sales in the United States in U.S. dollars, if theU.S. dollar weakens against the Canadian dollar it would have a negative impact on our U.S. operating results upon translation of those results into Canadiandollars for the purposes of financial statement consolidation. We may face similar risks in other foreign jurisdictions where sales are recognized in foreigncurrencies. Although we engage in short-term hedging transactions for a large portion of our foreign currency denominated cash flows to mitigate foreign exchangerisks, depending upon changes in future currency rates, such gains or losses could have a significant, and potentially adverse, effect on our results ofoperations. Foreign exchange variations (including the value of the Canadian dollar relative to the U.S. dollar) have been significant in the past and current foreignexchange rates may not be indicative of future exchange rates.

Our earnings per share are reported in Canadian dollars, and accordingly may be translated into U.S. dollars by analysts or our investors. As a result, the value of aninvestment in our subordinate voting shares to a U.S. shareholder will fluctuate as the U.S. dollar rises and falls against the Canadian dollar. Our decision to declarea dividend depends on results of operations reported in Canadian dollars. As a result, U.S. and other shareholders seeking U.S. dollar total returns, includingincreases in the share price and dividends paid, are subject to foreign exchange risk as the U.S. dollar rises and falls against the Canadian dollar.

Unexpected obstacles in new markets may limit our expansion opportunities and cause our business and growth to suffer.

Our future growth depends in part on our expansion efforts outside of North America. We have limited experience with regulatory environments and marketpractices outside of this region, and we may not be able to penetrate or successfully operate in any new market, as a result of unfamiliar regulation or otherunexpected

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barriers to entry. In connection with our expansion efforts we may encounter obstacles, including cultural and linguistic differences, differences in regulatoryenvironments, economic or governmental instability, labour practices and market practices, difficulties in keeping abreast of market, business and technicaldevelopments, and foreign customers’ tastes and preferences. We may also encounter difficulty expanding into new international markets because of limited brandrecognition leading to delayed acceptance of our outerwear by customers in these new international markets. Our failure to develop our business in newinternational markets or experiencing disappointing growth outside of existing markets could harm our business and results of operations.

We may become involved in legal or regulatory proceedings and audits.

Our business requires compliance with many laws and regulations, including labour and employment, sales and other taxes, customs, and consumer protection lawsand ordinances that regulate retailers generally and/or govern the importation, promotion and sale of merchandise, and the operation of stores and warehousefacilities. Failure to comply with these laws and regulations could subject us to lawsuits and other proceedings, and could also lead to damage awards, fines andpenalties. We may become involved in a number of legal proceedings and audits, including government and agency investigations, and consumer, employment, tortand other litigation. The outcome of some of these legal proceedings, audits, and other contingencies could require us to take, or refrain from taking, actions thatcould harm our operations or require us to pay substantial amounts of money, harming our financial condition. Additionally, defending against these lawsuits andproceedings may be necessary, which could result in substantial costs and diversion of management’s attention and resources, harming our financial condition.There can be no assurance that any pending or future legal or regulatory proceedings and audits will not harm our business, financial condition and results ofoperations.

We are subject to many hazards and operational risks that can disrupt our business, some of which may not be insured or fully covered by insurance.

Our operations are subject to many hazards and operational risks inherent to our business, including: general business risks, product liability, product recall anddamage to third parties, our infrastructure or properties caused by fires, floods and other natural disasters, power losses, telecommunications failures, terroristattacks, human errors and similar events.

Our insurance coverage may be inadequate to cover our liabilities related to such hazards or operational risks. In addition, we may not be able to maintain adequateinsurance in the future at rates we consider reasonable and commercially justifiable, and insurance may not continue to be available on terms as favorable as ourcurrent arrangements. The occurrence of a significant uninsured claim, or a claim in excess of the insurance coverage limits maintained by us could harm ourbusiness, results of operations and financial condition.

We will incur significant expenses and devote other significant resources and management time as a result of being a public company, which may negativelyimpact our financial performance and could cause our results of operations and financial condition to suffer.

We will incur significant legal, accounting, insurance and other expenses as a result of being a public company. The rules implemented by the Securities andExchange Commission, or SEC, and by the NYSE, and the securities regulators in each of the provinces and territories of Canada and by the TSX have requiredchanges in corporate governance practices of public companies. We expect that compliance with these laws, rules and regulations will substantially increase ourexpenses, including our legal and accounting costs, and make some activities more time-consuming and costly, and these new obligations will require attentionfrom our senior management and could divert their attention away from the day-to-day management of our business. We also expect these laws, rules andregulations to make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverageor incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serveon our board of directors or as officers. As a result of the foregoing, we expect a

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substantial increase in legal, accounting, insurance and certain other expenses in the future, which will negatively impact our financial performance and could causeour results of operations and financial condition to suffer. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject todelisting of our subordinate voting shares, fines, sanctions and other regulatory action and potentially civil litigation.

We have identified material weaknesses in our internal control over financial reporting and if we fail to remediate these weaknesses and maintain proper andeffective internal controls, our ability to produce accurate and timely financial statements could be impaired, which could harm our operating results, ourability to operate our business and investors’ views of us.

Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timelybasis is a costly and time-consuming effort that needs to be evaluated frequently. As a private company, we have not historically prepared public company financialstatements. In connection with the audit of our consolidated financial statements, we have identified material weaknesses in our internal control over financialreporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonablepossibility that a material misstatement of the company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

We did not have in place an effective control environment with formal processes and procedures or an adequate number of accounting personnel with theappropriate technical training in, and experience with, IFRS to allow for a detailed review of complex accounting transactions that would identify errors in a timelymanner, including inventory costing and business combinations. We did not design or maintain effective controls over the financial statement close and reportingprocess in order to ensure the accurate and timely preparation of financial statements in accordance with IFRS. In addition, information technology controls,including end user and privileged access rights and appropriate segregation of duties, including for certain users the ability to create and post journal entries, werenot designed or operating effectively.

We have taken steps to address these material weaknesses and continue to implement our remediation plan, which we believe will address their underlying causes.We have hired personnel with requisite skills in both technical accounting and internal control over financial reporting. In addition, we have engaged externaladvisors to provide financial accounting assistance in the short term and to evaluate and document the design and operating effectiveness of our internal controlsand assist with the remediation and implementation of our internal controls as required. We are evaluating the longer term resource needs of our various financialfunctions.

Implementing any appropriate changes to our internal controls and continuing to update and maintain our internal controls may distract our officers and employees,entail substantial costs to implement new processes and modify our existing processes and take significant time to complete. If we fail to enhance our internalcontrol over financial reporting to meet the demands that will be placed upon us as a public company, including the requirements of the Sarbanes-Oxley Act of2002 or the Sarbanes-Oxley Act, we may be unable to report our financial results accurately, which could increase operating costs and harm our business, includingour investors’ perception of our business and our share price. The actions we plan to take are subject to continued management review supported by confirmationand testing, as well as audit committee oversight. While we expect to fully remediate these material weaknesses, we cannot assure you that we will be able to do soin a timely manner, which could impair our ability to report our financial position. For a more detailed discussion of our material weaknesses, see “Management’sDiscussion and Analysis of Financial Condition and Results of Operations—Internal Control Over Financial Reporting.”

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Failure to maintain adequate financial and management processes and controls could lead to errors in our financial reporting, which could harm our businessand cause a decline in our share price.

Reporting obligations as a public company and our anticipated growth have placed and are likely to continue to place a considerable strain on our financial andmanagement systems, processes and controls, as well as on our personnel. In addition, following our first year as a public company we will be required todocument and test our internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that our management can certify theeffectiveness of our internal controls. As a result, we will be required to continue to improve our financial and managerial controls, reporting systems andprocedures, to incur substantial expenses to test our systems and to make such improvements and to hire additional personnel. If our management is unable tocertify the effectiveness of our internal controls or if additional material weaknesses in our internal controls are identified, we could be subject to regulatoryscrutiny and a loss of public confidence, which could harm our business and cause a decline in our share price. In addition, if we do not maintain adequate financialand management personnel, processes and controls, we may not be able to accurately report our financial performance on a timely basis, which could cause adecline in our share price and harm our ability to raise capital. Failure to accurately report our financial performance on a timely basis could also jeopardize ourcontinued listing on the TSX, the NYSE or any other exchange on which our subordinate voting shares may be listed. Delisting of our subordinate voting sharesfrom any exchange would reduce the liquidity of the market for our subordinate voting shares, which would reduce the price of our subordinate voting shares andincrease the volatility of our share price.

We do not expect that our disclosure controls and procedures and internal controls over financial reporting will prevent all error or fraud. A control system, nomatter how well-designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, thedesign of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to theinherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within an organization are detected. Dueto the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected in a timely manner or at all. Ifwe cannot provide reliable financial reports or prevent fraud, our reputation and operating results could be materially adversely affected, which could also causeinvestors to lose confidence in our reported financial information, which in turn could result in a reduction in the trading price of the subordinate voting shares.

Risks Related to This Offering and Our Subordinate Voting Shares

The dual-class structure that will be contained in our articles has the effect of concentrating voting control and the ability to influence corporate matters withBain Capital and DTR LLC, who held our shares prior to our initial public offering.

Our multiple voting shares have 10 votes per share and our subordinate voting shares, which are the shares we and the selling shareholders are selling in thisoffering, have 1 vote per share. Shareholders who hold multiple voting shares (Bain Capital and DTR LLC, an entity indirectly controlled by our President andChief Executive Officer), will together hold approximately 98% of the voting power of our outstanding voting shares following this offering (or, if theunderwriters’ over-allotment option is exercised in full, 97% of the voting power of our outstanding voting shares following this offering) and will therefore havesignificant influence over our management and affairs and over all matters requiring shareholder approval, including the election of directors and significantcorporate transactions. In addition, in connection with this offering, the principal shareholders expect to enter into an investor rights agreement providing for certaindirector nomination rights and registration rights. See “Certain Relationships and Related Party Transactions—Investor Rights Agreement.”

In addition, because of the 10-to-1 voting ratio between our multiple voting shares and subordinate voting shares, the holders of our multiple voting shares willcontinue to control a majority of the combined voting power of our voting shares even where the multiple voting shares represent a substantially reducedpercentage of our total

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outstanding shares. The concentrated voting control of holders of our multiple voting shares will limit the ability of our subordinate voting shareholders toinfluence corporate matters for the foreseeable future, including the election of directors as well as with respect to decisions regarding amending of our sharecapital, creating and issuing additional classes of shares, making significant acquisitions, selling significant assets or parts of our business, merging with othercompanies and undertaking other significant transactions. As a result, holders of multiple voting shares will have the ability to influence or control many mattersaffecting us and actions may be taken that our subordinate voting shareholders may not view as beneficial. The market price of our subordinate voting shares couldbe adversely affected due to the significant influence and voting power of the holders of multiple voting shares. Additionally, the significant voting interest ofholders of multiple voting shares may discourage transactions involving a change of control, including transactions in which an investor, as a holder of thesubordinate voting shares, might otherwise receive a premium for the subordinate voting shares over the then-current market price, or discourage competingproposals if a going private transaction is proposed by one or more holders of multiple voting shares.

Future transfers by holders of multiple voting shares, other than permitted transfers to such holders’ respective affiliates or direct family members or to otherpermitted holders, will result in those shares automatically converting to subordinate voting shares, which will have the effect, over time, of increasing the relativevoting power of those holders of multiple voting shares who retain their multiple voting shares. See “Description of Share Capital—Authorized Share Capital—Conversion.”

Bain Capital will continue to have significant influence over us after this offering, including control over decisions that require the approval of shareholders,which could limit your ability to influence the outcome of matters submitted to shareholders for a vote.

We are currently controlled, and after this offering is completed will continue to be controlled, by Bain Capital. Upon completion of this offering, Bain Capital willbeneficially own approximately 70% of our outstanding multiple voting shares, or approximately 68% of the combined voting power of our multiple voting andsubordinate voting shares outstanding after this offering. If the underwriters’ over-allotment option is exercised in full, Bain Capital will beneficially ownapproximately 68% of the combined voting power of our multiple voting shares and subordinate voting shares outstanding after this offering. In addition, DTRLLC, an entity indirectly controlled by our President and Chief Executive Officer, will beneficially own approximately 30% of our outstanding multiple votingshares or approximately 29% of the combined voting power of our outstanding voting shares. As long as Bain Capital owns or controls at least a majority of ouroutstanding voting power, it will have the ability to exercise substantial control over all corporate actions requiring shareholder approval, irrespective of how ourother shareholders may vote, including the election and removal of directors and the size of our board of directors, any amendment of our certificate ofincorporation, notice of articles and articles, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of ourassets. Even if its ownership falls below 50% of the voting power of our outstanding voting shares, Bain Capital will continue to be able to strongly influence oreffectively control our decisions. Bain Capital’s multiple voting shares convert automatically to subordinate voting shares at the time that Bain Capital and itsaffiliates no longer beneficially own at least 15% of the outstanding subordinate shares and multiple voting shares on a non-diluted basis. Even once Bain Capital’smultiple voting shares convert into subordinate voting shares we may continue to be a controlled company so long as an entity controlled by our President andChief Executive Officer continues to hold multiple voting shares. See “Description of Share Capital.”

Additionally, Bain Capital’s interests may not align with the interests of our other shareholders. Bain Capital is in the business of making investments in companiesand may acquire and hold interests in businesses that compete directly or indirectly with us. Bain Capital may also pursue acquisition opportunities that may becomplementary to our business, and, as a result, those acquisition opportunities may not be available to us.

Following this offering, our audit committee will be responsible for reviewing all related party transactions for potential conflict of interest situations and approvingall such transactions. See “Certain Relationships and

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Related Party Transactions—Review, Approval or Ratification of Transactions with Related Parties.” Our audit committee will consist of directors who areindependent as required by SEC and the NYSE Listing Rules, subject to the permitted phase-in period afforded by such rules. In addition, our code of ethics,following this offering, will contain provisions designed to address conflicts of interest. However, such provisions may not be effective in limiting Bain Capital’ssignificant influence over us.

Upon the listing of our subordinate voting shares, we will be a controlled company within the meaning of the rules of the NYSE and, as a result, will qualifyfor, and intend to rely on, exemptions from certain corporate governance requirements; you will not have the same protections afforded to shareholders ofcompanies that are subject to such requirements.

Because Bain Capital will continue to control a majority of the combined voting power of our outstanding multiple voting shares and subordinate voting sharesafter completion of this offering, we will be a controlled company within the meaning of the corporate governance standards of the NYSE. Under these rules, acompany of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a controlled company andmay elect not to comply with certain corporate governance requirements, including the requirements that, within one year of the date of the listing of oursubordinate voting shares:

• we have a board of directors that is composed of a majority of independent directors, as defined under the NYSE Listing Rules;

• we have a compensation committee that is composed entirely of independent directors; and

• we have a nominating and governance committee that is composed entirely of independent directors.

We are eligible to be treated as an emerging growth company, as defined in the Securities Act, and we cannot be certain if the reduced disclosure requirementsapplicable to emerging growth companies will make our subordinate voting shares less attractive to investors.

We are eligible to be treated as an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and we may takeadvantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies,including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligationsregarding executive compensation and exemptions from the requirements of holding a non-binding shareholder advisory vote on executive compensation andshareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information that theymay deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including ifour total annual gross revenues exceed US$1.0 billion, if we issue more than US$1.0 billion in non-convertible debt securities during any three-year period, or if weare a large accelerated filer and the market value of our shares held by non-affiliates exceeds US$700 million as of the end of any second quarter before that time.We cannot predict if investors will find our subordinate voting shares less attractive because we may rely on these exemptions. If some investors find oursubordinate voting shares less attractive as a result, there may be a less active trading market for our subordinate voting shares and our share price may be morevolatile.

As a foreign private issuer, we are not subject to certain U.S. securities law disclosure requirements that apply to a domestic U.S. issuer, which may limit theinformation publicly available to our shareholders.

As a foreign private issuer we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act and thereforethere may be less publicly available information about us than if we were a U.S. domestic issuer. For example, we are not subject to the proxy rules in the UnitedStates and disclosure with respect to our annual meetings will be governed by Canadian requirements. In addition, our

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officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and therules thereunder. Therefore, our shareholders may not know on a timely basis when our officers, directors and principal shareholders purchase or sell oursubordinate voting shares. Furthermore, as a foreign private issuer, we may take advantage of certain provisions in the NYSE Listing Rules that allow us to followCanadian law for certain governance matters.

If you purchase subordinate voting shares in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our subordinate voting shares is substantially higher than the net tangible book deficit per subordinate voting share. Therefore, ifyou purchase our subordinate voting shares in this offering, you will pay a price per share that substantially exceeds our pro forma net tangible book deficit pershare after this offering. Based on the initial public offering price of $15.00 per share, the mid-point of the price range set forth on the cover page of this prospectus,you will experience immediate dilution of $15.19 per subordinate voting share, representing the difference between our pro forma net tangible book deficit persubordinate voting share after giving effect to this offering and the initial public offering price.

We also have a number of outstanding options to purchase subordinate voting shares with exercise prices that are below the estimated initial public offering price ofour subordinate voting shares. To the extent that these options are exercised, you will experience further dilution. See “Dilution” for more detail.

We cannot assure you that a market will develop for our subordinate voting shares or what the price of our subordinate voting shares will be. Investors may notbe able to resell their subordinate voting shares at or above the initial public offering price.

Before this offering, there was no public trading market for our subordinate voting shares, and we cannot assure you that one will develop or be sustained after thisoffering. If a market does not develop or is not sustained, it may be difficult for you to sell your subordinate voting shares. This may affect the pricing of thesubordinate voting shares in the secondary market, the transparency and availability of trading prices, the liquidity of the subordinate voting shares and the extentof regulation applicable to us. We cannot predict the prices at which our subordinate voting shares will trade. The initial public offering price for our subordinatevoting shares will be determined through our negotiations with the underwriters and may not bear any relationship to the market price at which our subordinatevoting shares will trade after this offering or to any other established criteria of the value of our business. It is possible that, in future quarters, our operating resultsmay be below the expectations of securities analysts and investors. As a result of these and other factors, the price of our subordinate voting shares may decline,possibly materially.

Our operating results and share price may be volatile, and the market price of our subordinate voting shares after this offering may drop below the price youpay.

Our quarterly operating results are likely to fluctuate in the future in response to numerous factors, many of which are beyond our control, including each of thefactors set forth above.

In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This marketvolatility, as well as general economic, market or political conditions, could subject the market price of our subordinate voting shares to wide price fluctuationsregardless of our operating performance. Our operating results and the trading price of our subordinate voting shares may fluctuate in response to various factors,including the risks described above.

These and other factors, many of which are beyond our control, may cause our operating results and the market price and demand for our subordinate voting sharesto fluctuate substantially. Fluctuations in our quarterly

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operating results could limit or prevent investors from readily selling their subordinate voting shares and may otherwise negatively affect the market price andliquidity of subordinate voting shares. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes institutedsecurities class action litigation against the company that issued the shares. If any of our shareholders brought a lawsuit against us, we could incur substantial costsdefending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm ourprofitability and reputation.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could causethe market price of our subordinate voting shares to drop significantly, even if our business is doing well.

Sales of a substantial number of our subordinate voting shares in the public market could occur at any time. These sales, or the perception in the market that theholders of a large number of subordinate voting shares or securities convertible into subordinate voting shares intend to sell subordinate voting shares, could reducethe market price of our subordinate voting shares. After giving effect to this offering, we will have outstanding 20,000,000 subordinate voting shares (23,000,000 ifthe underwriters exercise their over-allotment option), which may be resold in the public market immediately, and assumes no exercises of outstanding options.

Following the consummation of this offering, shares that are not being sold in this offering will be subject to a 180 day lock-up period provided under lock-upagreements executed in connection with this offering described in “Underwriting” and restricted from immediate resale under U.S. federal securities laws and, incertain cases, Canadian securities laws as described in “Shares Eligible for Future Sale.” All of these shares will, however, be able to be resold after the expirationof the lock-up period, as well as pursuant to customary exceptions thereto or upon the waiver of the lock-up agreement by certain of the underwriters. We alsointend to register 11,000,000 subordinate voting shares that we may issue under our equity compensation plans. Once we register these subordinate voting shares,they can be freely sold in the public market upon issuance, subject to the lock-up agreements. As restrictions on resale end, the market price of our subordinatevoting shares could decline if the holders of currently restricted subordinate voting shares sell them or are perceived by the market as intending to sell them.

Because we have no current plans to pay regular cash dividends on our subordinate voting shares following this offering, you may not receive any return oninvestment unless you sell your subordinate voting shares for a price greater than that which you paid for it.

We do not anticipate paying any regular cash dividends on our subordinate voting shares following this offering. Any decision to declare and pay dividends in thefuture will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cashrequirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends is, and may be,limited by covenants of existing and any future outstanding indebtedness we or our subsidiaries incur. Therefore, any return on investment in our subordinatevoting shares is solely dependent upon the appreciation of the price of our subordinate voting shares on the open market, which may not occur. See “DividendPolicy” for more detail.

Our articles, and certain Canadian legislation contain provisions that may have the effect of delaying or preventing a change in control.

Certain provisions of our articles, together or separately, could discourage potential acquisition proposals, delay or prevent a change in control and limit the pricethat certain investors may be willing to pay for our subordinate voting shares. For instance, our articles, to be effective upon the completion of this offering, containprovisions that establish certain advance notice procedures for nomination of candidates for election as directors at shareholders’ meetings. A non-Canadian mustfile an application for review with the Minister responsible for the InvestmentCanadaActand obtain approval of the Minister prior to acquiring control of a“Canadian business”

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within the meaning of the InvestmentCanadaAct, where prescribed financial thresholds are exceeded. Furthermore, limitations on the ability to acquire and holdour subordinate voting shares and multiple voting shares may be imposed by the CompetitionAct(Canada). This legislation permits the Commissioner ofCompetition, or Commissioner, to review any acquisition or establishment, directly or indirectly, including through the acquisition of shares, of control over or of asignificant interest in us. Otherwise, there are no limitations either under the laws of Canada or British Columbia, or in our articles on the rights of non-Canadiansto hold or vote our subordinate voting shares and multiple voting shares. Any of these provisions may discourage a potential acquirer from proposing or completinga transaction that may have otherwise presented a premium to our shareholders. See “Description of Share Capital—Certain Important Provisions of Our Articlesand the BCBCA.”

Because we are a corporation incorporated in British Columbia and some of our directors and officers are resident in Canada, it may be difficult for investorsin the United States to enforce civil liabilities against us based solely upon the federal securities laws of the United States. Similarly, it may be difficult forCanadian investors to enforce civil liabilities against our directors and officers residing outside of Canada.

We are a corporation incorporated under the laws of British Columbia with our principal place of business in Toronto, Canada. Some of our directors and officersand the auditors or other experts named herein are residents of Canada and all or a substantial portion of our assets and those of such persons are located outside theUnited States. Consequently, it may be difficult for U.S. investors to effect service of process within the United States upon us or our directors or officers or suchauditors who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States predicated upon civil liabilitiesunder the Securities Act. Investors should not assume that Canadian courts: (1) would enforce judgments of U.S. courts obtained in actions against us or suchpersons predicated upon the civil liability provisions of the U.S. federal securities laws or the securities or blue sky laws of any state within the United States or (2)would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or any such state securities or blue sky laws.

Similarly, some of our directors and officers are residents of countries other than Canada and all or a substantial portion of the assets of such persons are locatedoutside Canada. As a result, it may be difficult for Canadian investors to initiate a lawsuit within Canada against these non-Canadian residents. In addition, it maynot be possible for Canadian investors to collect from these non-Canadian residents judgments obtained in courts in Canada predicated on the civil liabilityprovisions of securities legislation of certain of the provinces and territories of Canada. It may also be difficult for Canadian investors to succeed in a lawsuit in theUnited States, based solely on violations of Canadian securities laws.

Changes in U.S. tax laws and regulations or trade rules may impact our effective tax rate and may adversely affect our business, financial condition andoperating results.

Changes in tax laws in any of the multiple jurisdictions in which we operate, or adverse outcomes from tax audits that we may be subject to in any of thejurisdictions in which we operate, could result in an unfavorable change in our effective tax rate, which could adversely affect our business, financial condition andoperating results. Additionally, results of the November 2016 U.S. elections have introduced greater uncertainty with respect to tax and trade policies, tariffs andgovernment regulations affecting trade between the United States and other countries. Major developments in tax policy or trade relations, such as the renegotiationof the North American Free Trade Agreement or the imposition of unilateral tariffs on imported products, could have a material adverse effect on our growthopportunities, business and results of operations.

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There could be adverse tax consequence for our shareholders in the United States if we are a passive foreign investment company.

Under United States federal income tax laws, if a company is, or for any past period was, a passive foreign investment company, or PFIC, it could have adverseUnited States federal income tax consequences to U.S. shareholders even if the company is no longer a PFIC. The determination of whether we are a PFIC is afactual determination made annually based on all the facts and circumstances and thus is subject to change, and the principles and methodology used in determiningwhether a company is a PFIC are subject to interpretation. We do not believe that we currently are or have been a PFIC, and we do not expect to be a PFIC in thefuture, but we cannot assure you that we will not be a PFIC in the future. United States purchasers of our subordinate voting shares are urged to consult their taxadvisors concerning United States federal income tax consequences of holding our subordinate voting shares if we are considered to be a PFIC. See the discussionunder “Material United States Federal Income Tax Considerations for U.S. Holders.”

If we are a PFIC, U.S. holders would be subject to adverse U.S. federal income tax consequences, such as ineligibility for any preferred tax rates on capital gains oron actual or deemed dividends, interest charges on certain taxes treated as deferred, and additional reporting requirements under U.S. federal income tax laws orregulations. Whether or not U.S. holders make a timely qualified electing fund, or QEF, election or mark-to-market election may affect the U.S. federal income taxconsequences to U.S. holders with respect to the acquisition, ownership and disposition of our subordinate voting shares and any distributions such U.S. holdersmay receive. Investors should consult their own tax advisors regarding all aspects of the application of the PFIC rules to our subordinate voting shares.

Canada Goose Holdings Inc. is a holding company with no operations of its own and, as such, it depends on its subsidiary for cash to fund its operations andexpenses, including future dividend payments, if any.

As a holding company, our principal source of cash flow will be distributions from our operating subsidiary, Canada Goose, Inc. Therefore, our ability to fund andconduct our business, service our debt and pay dividends, if any, in the future will depend on the ability of our subsidiary to generate sufficient cash flow to makeupstream cash distributions to us. Our subsidiary is a separate legal entity, and although it is wholly-owned and controlled by us, it has no obligation to make anyfunds available to us, whether in the form of loans, dividends or otherwise. The ability of our subsidiary to distribute cash to us will also be subject to, among otherthings, restrictions that may be contained in our subsidiary agreements (as entered into from time to time), availability of sufficient funds in such subsidiary andapplicable laws and regulatory restrictions. Claims of any creditors of our subsidiary generally will have priority as to the assets of such subsidiary over our claimsand claims of our creditors and shareholders. To the extent the ability of our subsidiary to distribute dividends or other payments to us is limited in any way, ourability to fund and conduct our business, service our debt and pay dividends, if any, could be harmed.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change theirrecommendations regarding our subordinate voting shares adversely, the price and trading volume of our subordinate voting shares could decline.

The trading market for our subordinate voting shares is influenced by the research and reports that industry or securities analysts publish about us, our business, ourmarket or our competitors. If any of the analysts who cover us or may cover us in the future change their recommendation regarding our subordinate voting sharesadversely, or provide more favorable relative recommendations about our competitors, the price of our subordinate voting shares would likely decline. If anyanalyst who covers us or may cover us in the future were to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in thefinancial markets, which in turn could cause the price or trading volume of our subordinate voting shares to decline.

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Our constating documents will permit us to issue an unlimited number of subordinate voting shares and multiple voting shares without additional shareholderapproval.

Our articles will permit us to issue an unlimited number of subordinate voting shares and multiple voting shares. We anticipate that we will, from time to time,issue additional subordinate voting shares in the future. Subject to the requirements of the NYSE and the TSX, we will not be required to obtain the approval ofshareholders for the issuance of additional subordinate voting shares. Although the rules of the TSX generally prohibit us from issuing additional multiple votingshares, there may be certain circumstances where additional multiple voting shares may be issued, including upon receiving shareholder approval. Any furtherissuances of subordinate voting shares or multiple voting shares will result in immediate dilution to existing shareholders and may have an adverse effect on thevalue of their shareholdings. Additionally, any further issuances of multiple voting shares may significantly lessen the combined voting power of our subordinatevoting shares due to the 10-to-1 voting ratio between our multiple voting shares and subordinate voting shares.

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Cautionary Note Regarding Forward-Looking Statements

This prospectus contains forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, theyare based on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, and other future conditions.Forward-looking statements can be identified by words such as “anticipate,” “believe,” “envision,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,”“project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “contemplate” and other similar expressions, although not all forward-lookingstatements contain these identifying words. These forward-looking statements include all matters that are not historical facts. They appear in a number of placesthroughout this prospectus and include statements regarding our intentions, beliefs or current expectation concerning, among other things, our results of operations,financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. Forward-looking statements contained in this prospectus include,among other things, statements relating to:

• expectations regarding industry trends and the size and growth rates of addressable markets;

• our business plan and our growth strategies, including plans for expansion to new markets and new products;

• expectations for seasonal trends; and

• the proposed use of proceeds from this offering.

Although we base the forward-looking statements contained in this prospectus on assumptions that we believe are reasonable, we caution you that actual results anddevelopments (including our results of operations, financial condition and liquidity, and the development of the industry in which we operate) may differ materiallyfrom those made in or suggested by the forward-looking statements contained in this prospectus. In addition, even if results and developments are consistent withthe forward-looking statements contained in this prospectus, those results and developments may not be indicative of results or developments in subsequentperiods. Certain assumptions made in preparing the forward-looking statements contained in this prospectus include:

• our ability to implement our growth strategies;

• our ability to maintain good business relationships with our suppliers, wholesalers and distributors;

• our ability to keep pace with changing consumer preferences;

• our ability to protect our intellectual property; and

• the absence of material adverse changes in our industry or the global economy.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur inthe future. We believe that these risks and uncertainties include, but are not limited to, those described in the “Risk Factors” section of this prospectus beginning onpage 15, which include, but are not limited to, the following risks:

• we may be unable to maintain the strength of our brand or to expand our brand to new products and geographies;

• we may be unable to protect or preserve our brand image and proprietary rights;

• we may not be able to satisfy changing consumer preferences;

• an economic downturn may affect discretionary consumer spending;

• we may not be able to compete in our markets effectively;

• we may not be able to manage our growth effectively;

• poor performance during our peak season may affect our operating results for the full year;

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• our indebtedness may adversely affect our financial condition;

• our ability to maintain relationships with our select number of suppliers;

• our ability to manage our product distribution through our retail partners and international distributors;

• the success of our marketing programs;

• the risk our business is interrupted because of a disruption at our headquarters; and

• fluctuations in raw materials costs or currency exchange rates.

These factors should not be construed as exhaustive and should be read with the other cautionary statements in this prospectus. Although we have attempted toidentify important risk factors, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actualresults and developments to differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. If any of the theserisks materialize, or if any of the above assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materiallyfrom those made in or suggested by the forward-looking statements contained in this prospectus.

Given these risks and uncertainties, you are cautioned not to place substantial weight or undue reliance on these forward-looking statements when making aninvestment decision. Any forward-looking statement that we make in this prospectus speaks only as of the date of this prospectus, and, except as required by law,we undertake no obligation to update any forward-looking statements or to publicly announce the results of any revisions to any of those statements to reflect futureevents or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance,unless specifically expressed as such, and should only be viewed as historical data.

Any references to forward-looking statements in this prospectus include forward-looking information within the meaning of applicable Canadian securities laws.

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Exchange Rate Information

The following table sets forth, for each period indicated, the high and low exchange rate for U.S. dollars expressed in Canadian dollars, and the average exchangerate for the periods indicated. Averages for year-end periods are calculated by using the exchange rates on the last day of each full month during the relevant periodand the last available exchange rate in March during the relevant fiscal year. These rates are based on the noon buying rate certified for custom purposes by theU.S. Federal Reserve Bank of New York set forth in the H.10 statistical release of the Federal Reserve Board. These rates are provided solely for your convenienceand are not necessarily the exchange rates that we used in preparation of our consolidated financial statements or elsewhere in this prospectus or will use in thepreparation of our periodic reports or any other information to be provided to you. We make no representation that any Canadian dollar or U.S. dollar amountsreferred to in this prospectus could have been or could be converted into U.S. dollars or Canadian dollars, as the case may be, at any particular rate or at all.

On March 3, 2017, the noon buying rate was US$1.00 = $1.3419.

Year Ended Period End Period Average Rate High Rate Low Rate March 31, 2014 $ 1.1053 $ 1.0580 $ 1.1251 $ 1.0023 March 31, 2015 $ 1.2681 $ 1.1471 $ 1.2803 $ 1.0633 March 31, 2016 $ 1.2969 $ 1.3128 $ 1.4592 $ 1.1950

Last Six Months September 2016 $ 1.3115 $ 1.3108 $ 1.3247 $ 1.2843 October 2016 $ 1.3403 $ 1.3251 $ 1.3403 $ 1.3105 November 2016 $ 1.3425 $ 1.3434 $ 1.3581 $ 1.3335 December 2016 $ 1.3426 $ 1.3339 $ 1.3555 $ 1.3119 January 2017 $ 1.3030 $ 1.3183 $ 1.3437 $ 1.3030 February 2017 $ 1.3247 $ 1.3109 $ 1.3247 $ 1.3003

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Use of Proceeds

We estimate that the net proceeds to us from our issuance and sale of 7,149,000 subordinate voting shares in this offering will be approximately $100 million, afterdeducting underwriting commissions. This estimate assumes an initial public offering price of $15.00 per share, the midpoint of the price range set forth on thecover page of this prospectus.

We will not receive any proceeds from the sale of subordinate voting shares by the selling shareholders. After deducting underwriting commissions, the sellingshareholders will receive approximately $179.7 million of net proceeds from this offering (or approximately $221.7 million if the underwriters exercise their over-allotment option in full).

We intend to use the proceeds from this offering to repay $65.0 million of our outstanding indebtedness under our Term Loan Facility and $35.0 million ofoutstanding indebtedness under our Revolving Facility. The loans currently outstanding under the Revolving Facility, which matures in June 2021, are LIBORLoans, bearing interest at 2.73%. The Revolving Facility was initially used to repay and extinguish our prior secured credit facility. We use our Revolving Facilityin the normal course as a source of liquidity for short-term working capital needs and general corporate purposes. The term loans under the Term Loan Facility,which mature in December 2021, currently bear interest at the LIBOR Rate (subject to a minimum rate of 1.00% per annum) plus an Applicable Margin of 5.00%.The proceeds of the term loans borrowed under the Term Loan Facility were used to effect the steps described in this prospectus under “Recapitalization,” to paytransaction expenses in connection with the closing of the Term Loan Facility and for other general corporate purposes. See “Description of Indebtedness,”“Recapitalization” and “Certain Relationships and Related Party Transactions.”

A $1.00 increase (decrease) in the assumed initial public offering price of $15.00 per subordinate voting share, the midpoint of the price range set forth on the coverof this prospectus, would decrease (increase) the shares offered by us in this offering by approximately 500,000 shares in order to continue to receive net proceedsof approximately $100 million.

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Dividend Policy

Prior to the completion of this offering, in connection with the Recapitalization, we made certain distributions on our then outstanding classes of common shares.See “Recapitalization.” Following completion of the offering, our board of directors does not currently intend to pay dividends on our subordinate voting shares ormultiple voting shares. We currently intend to retain any future earnings to fund business development and growth, and we do not expect to pay any dividends inthe foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, andwill depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general businessconditions and other factors that our board of directors may deem relevant. Currently, the provisions of our senior secured credit facilities place certain limitationson the amount of cash dividends that our operating subsidiary can pay. See “Description of Indebtedness.”

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Recapitalization

On December 2, 2016 we completed a series of transactions, which we collectively refer to as the “Recapitalization,” including the following sequential steps inwhich we:

• entered into term loans under the Term Loan Facility of approximately $216.7 million, the terms of which are described under “Description ofIndebtedness—Term Loan Facility”;

• repaid all amounts outstanding , including all accrued interest, under our Senior Convertible Subordinated Note and our Junior ConvertibleSubordinated Note, each dated December 9, 2013, totaling approximately $91.0 million;

• redeemed all of our issued and outstanding Class A Senior Preferred Shares in exchange for a payment of approximately $53.1 million;

• redeemed all of our issued and outstanding Class A Junior Preferred Shares in exchange for a payment of approximately $4.1 million;

• effected a 1-for-10,000,000 split of our Class A Common Shares, and a 1-for-10,000,000 split of our Class B Common Shares;

• effected a return of capital to the holders of our Class A Common Shares in the amount of approximately $0.7 million;

• exchanged all of the issued and outstanding Class B Senior Preferred Shares, Class B Junior Preferred Shares and Class B Common Shares into ClassD Preferred Shares with a fixed redemption value of approximately $63.6 million and 30,000,000 Class A Common Shares;

• issued a secured, non-interest bearing loan of approximately $63.6 million to DTR LLC, an entity indirectly controlled by our President and Chief

Executive Officer, as evidenced by the DTR Promissory Note, for which DTR LLC pledged all of the Class D Preferred Shares held by DTR LLC infavor of CGHI; and

• made adjustments in accordance with the Canada Goose Holdings Inc. Stock Option Plan, which was established in 2013, to (i) convert all outstanding

options to purchase Class B Common Shares and Class A Junior Preferred Shares into options to purchase Class A Common Shares, and (ii) reducethe exercise price of certain options and/or issue new options to certain option holders.

On January 31, 2017, all of our Class D Preferred Shares were redeemed by the company for cancellation and the DTR Promissory Note was extinguished inexchange for the redemption of the Class D Preferred Shares. See “Certain Relationships and Related Party Transactions.”

In connection with this offering we will amend our articles in order to, among other things:

• amend and redesignate our Class A Common Shares as multiple voting shares;

• eliminate our Class B Common Shares, Class A Senior Preferred Shares, Class B Senior Preferred Shares, Class A Junior Preferred Shares, Class BJunior Preferred Shares, Class C Junior Preferred Shares and the Class D Preferred Shares from our share capital; and

• create our subordinate voting shares. See “Description of Share Capital.”

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Capitalization

The following table sets forth our cash and capitalization at December 31, 2016:

• on an actual basis; and

• on a pro forma as adjusted basis to give effect to (1) the redesignation of our Class A Common Shares as multiple voting shares and creation of oursubordinate voting shares, (2) the issuance of subordinate voting shares by us in this offering based upon an assumed initial public offering price of$15.00 per subordinate voting share, which is the midpoint of the price range set forth on the cover page of this prospectus and the application of theestimated net proceeds from the offering as described in “Use of Proceeds” and (3) the payment of approximately $9.6 million out of available cash infees under our management agreement in connection with the offering and termination of the management agreement, as described under “CertainRelationships and Related Party Transactions—Management Agreement.”

You should read this table in conjunction with the information contained in “Use of Proceeds,” “Selected Historical Consolidated Financial Data” and“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our consolidated financial statements and the related notesincluded elsewhere in this prospectus. As of December 31, 2016

CAD$000s Actual Pro Forma

As Adjusted Cash $ 30,180 $ 15,380(1)

Long-term debt, including current portions: Revolving Facility 59,825 24,825Term Loan 218,298 153,298

Total debt 278,123 178,123Shareholders’ equity:

Class A Common Shares, no par value; unlimited shares authorized, 100,000,000 shares issued and outstanding on an actual basis;nil shares issued and outstanding on a pro forma as adjusted basis 2,652 —

Multiple voting shares, no par value; nil shares authorized, issued and outstanding on an actual basis; unlimited shares authorizedand 87,149,000 shares issued and outstanding on a pro forma as adjusted basis — 2,310

Subordinate voting shares, no par value; nil shares authorized, issued and outstanding on an actual basis; unlimited sharesauthorized and 20,000,000 shares issued and outstanding on a pro forma as adjusted basis — 100,342

Contributed surplus 3,336 3,336Retained earnings 63,532 48,932 Accumulated other comprehensive loss (1,421) (1,421)

Total shareholder’s equity (1) 68,099 153,499

Total capitalization $346,222 $ 331,622

(1) Gives effect to the payment of approximately $5.2 million in transaction expenses incurred since December 31, 2016 in connection with this offering.

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Dilution

If you invest in our subordinate voting shares in this offering, your interest will be diluted to the extent of the difference between the initial public offering price persubordinate voting share in this offering and the pro forma as adjusted net tangible book value per subordinate voting share after this offering. Dilution results fromthe fact that the initial public offering price per subordinate voting share is substantially in excess of the net tangible book deficit per share attributable to theexisting shareholders for our presently outstanding shares. Our net tangible book deficit per share represents the amount of our total tangible assets (total assets lessintangible assets) less total liabilities, divided by the number of shares issued and outstanding.

As of December 31, 2016, we had a historical net tangible book deficit of $105.2 million, or $(1.05) per share, based on 100,000,000 pro forma multiple votingshares and subordinate voting shares outstanding as of such date. Dilution is calculated by subtracting net tangible book deficit per share from the assumed initialpublic offering price of $15.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

Investors participating in this offering will incur immediate and substantial dilution. Without taking into account any other changes in such net tangible book deficitafter December 31, 2016, after giving effect to the sale of subordinate voting shares in this offering assuming an initial public offering price of $15.00 persubordinate voting share (the midpoint of the price range set forth on the cover page of this prospectus), less the underwriting commissions and estimated offeringexpenses payable by us, our pro forma net tangible book value deficit as of December 31, 2016 would have been approximately $(20.0) million, or $(0.19) pershare. This amount represents an immediate decrease in net tangible book deficit of $0.86 per share to the existing shareholders and immediate dilution of $15.19per share to investors purchasing our subordinate voting shares in this offering. The following table illustrates this dilution on a per share basis: $ US$ Assumed initial public offering price per subordinate voting share (1) $15.00 $11.45

Net tangible book deficit per subordinate voting share as of December 31, 2016, before giving effect to thisoffering $(1.05) $ (0.80)

Decrease in net tangible book deficit per subordinate voting share attributable to investors purchasingshares in this offering 0.86 0.66

Pro forma net tangible book value per subordinate voting share, after giving effect to this offering (0.19) (0.14) Dilution in as adjusted net tangible book deficit per subordinate voting share to investors in this offering 15.19 11.49

(1) Translated for convenience only using the noon buying rate for Canadian dollars in New York City, as certified for customs purposes by the Federal Reserve

Bank of New York, on February 24, 2017 of $1.00=US$0.76.

A $1.00 increase in the assumed initial public offering price of $15.00 per subordinate voting share, the midpoint of the price range set forth on the cover of thisprospectus, would decrease the shares offered by us in this offering by approximately 500,000 shares. This would result in a decrease in the pro forma net tangiblebook deficit by approximately $6.0 million or a decrease of $0.87 per share. A $1.00 decrease in the assumed initial public offering price of $15.00 per subordinatevoting share, the midpoint of the price range set forth on the cover of this prospectus, would increase the shares offered by us in this offering by approximately500,000 shares. This would result in a decrease in the pro forma net tangible book deficit by approximately $5.4 million or $1.14 per share.

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The following table summarizes, as of December 31, 2016, on the pro forma basis described above, the aggregate number of shares purchased from us, the totalconsideration paid to us, and the average price per share paid by purchasers of such shares and by new investors purchasing subordinate voting shares in thisoffering. Shares purchased Total consideration Average price

per share Number Percent Amount Percent Existing shareholders (1) 100,000,000 93% $ 3,350,408 3% $ 0.03 New investors 7,149,000 7% 107,235,000 97% $ 15.00

Total 107,149,000 100% 110,585,408 100%

(1) Does not give effect to the sale of 12,851,000 subordinate voting shares by the selling shareholders in this offering.

After giving effect to the sale of 12,851,000 subordinate voting shares by the selling shareholders in this offering, the percentage of our shares held by existingshareholders would be 81% and the percentage of our shares held by new investors would be 19%. If the underwriters were to fully exercise their over-allotmentoption to purchase additional subordinate voting shares from the selling shareholders, the percentage of our shares held by existing shareholders would be 79%, andthe percentage of our shares held by new investors would be 21%.

The number of shares to be outstanding after this offering is based on no subordinate voting shares and 100,000,000 multiple voting shares outstanding on a proforma basis as of December 31, 2016 and excludes 11,000,000 subordinate voting shares reserved for future issuance under our equity incentive plans as ofMarch 1, 2017, of which 5,899,660 subordinate voting shares were issuable upon exercise of stock options at a weighted average exercise price of $1.63 per share.

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Selected Historical Consolidated Financial Data

The following tables set forth our selected historical consolidated financial data. You should read the following selected historical consolidated financial data inconjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and relatednotes included elsewhere in this prospectus.

We have derived the selected historical consolidated information for the years ended March 31, 2016 and March 31, 2015 and the periods from December 9, 2013to March 31, 2014 and April 1, 2013 to December 8, 2013 and the selected consolidated financial position information as of March 31, 2015 and 2016 from ouraudited consolidated financial statements included elsewhere in this prospectus. We have derived the selected consolidated statement of operations information forthe nine months ended December 31, 2015 and 2016 and the selected consolidated financial position information as of December 31, 2016 from our unauditedinterim consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements have been prepared in accordance with IFRSand are presented in thousands of Canadian dollars except where otherwise indicated. Our historical results are not necessarily indicative of the results that shouldbe expected in any future period.

On December 9, 2013, Bain Capital acquired a majority equity interest in our business as part of the Acquisition. Accordingly, the financial statements presentedelsewhere in this prospectus as of and for fiscal 2014 reflect the periods both prior and subsequent to the Acquisition. The consolidated financial statements forMarch 31, 2014 are presented separately for the predecessor period from April 1, 2013 through December 8, 2013, which we refer to as the Predecessor 2014Period, and the successor period from December 9, 2013 through March 31, 2014, which we refer to as the Successor 2014 Period, with the periods prior to theAcquisition being labeled as predecessor and the periods subsequent to the Acquisition labeled as successor. For the purpose of performing a comparison to fiscal2015, we have prepared Unaudited Pro Forma Combined Supplemental Financial Information for fiscal 2014, which gives effect to the Acquisition as if it hadoccurred on April 1, 2013, and which we refer to as the Unaudited Pro Forma Combined 2014 Period. See “Management’s Discussion and Analysis of FinancialCondition and Results of Operations—Basis of Presentation.”

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Successor Predecessor

CAD$000s(except per share data)

Nine months ended

December 31,2016

Nine months ended

December 31,2015

Fiscal Year ended

March 31, 2016

Fiscal Year ended

March 31, 2015

Period from December 9,

2013 to March 31,

2014

Period from April 1, 2013

to December 8,2013

Statement of Operations Data: Revenue 352,681 248,909 290,830 218,414 17,263 134,822 Cost of sales 168,403 122,107 145,206 129,805 14,708 81,613

Gross profit 184,278 126,802 145,624 88,609 2,555 53,209 Selling, general & administrative expenses 110,270 72,851 100,103 59,317 20,494 30,119 Depreciation and amortization 4,901 3,585 4,567 2,623 804 447

Operating income (loss) 69,107 50,366 40,954 26,669 (18,743) 22,643 Net interest and other finance costs(1) 8,620 6,017 7,996 7,537 1,788 1,815

Income before income tax expense (recovery) 60,487 44,349 32,958 19,132 (20,531) 20,828 Income tax expense (recovery) 15,416 8,662 6,473 4,707 (5,054) 5,550

Net income (loss) 45,071 35,687 26,485 14,425 (15,477) 15,278

Other comprehensive loss (729) — (692)

Total comprehensive income (loss) 44,342 35,687 25,793 14,425 (15,477) 15,278

Earnings (loss) per share— Basic 0.45 0.36 0.26 0.14 (0.15) 157,505.15 Diluted 0.44 0.35 0.26 0.14 (0.15) 157,505.15

Weighted average number of sharesoutstanding—

Basic 100,000,000 100,000,000 100,000,000 100,000,000 100,000,000 97 Diluted 101,751,470 101,622,219 101,680,207 101,211,134 100,000,000 97

Other Data: EBITDA(2) $ 75,578 $ 55,009 $ 46,870 $ 30,063 $ (17,714) $ 23,609 Adjusted EBITDA(2) 92,443 61,913 54,307 37,191 (8,113) 23,984 Adjusted EBITDA Margin(3) 26.2% 24.9% 18.7% 17.0% (47.0)% 17.8% Adjusted Net Income (loss)(2) 58,851 38,520 30,122 21,374 (7,691) 15,554 Gross Margin 52.3% 50.9% 50.1% 40.6% 14.8% 39.5% (1) Net interest and other finance costs consist of interest expense relating to our subordinated debt, which was refinanced in connection with the Recapitalization, as well as our Revolving

Facility and prior credit facility. Interest expense associated with the subordinated debt represented $3,822 in the nine months ended December 31, 2016, $5,598 in fiscal 2016, $5,398 infiscal 2015 and $4,809 in the Unaudited Pro Forma Period ended March 31, 2014. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Basis ofPresentation” for a presentation of the Unaudited Pro Forma Combined 2014 Period.

(2) See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-IFRS Measures” for a reconciliation to the nearest IFRS measure.

(3) See note 4 in “Prospectus Summary—Summary Historical Consolidated Financial and Other Data.”

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As of December 31,

2016

As of March 31,

2016

As of March 31,

2015 Financial Position Information: Cash 30,180 7,226 5,918 Total assets 442,062 353,018 274,825 Total liabilities 373,963 210,316 160,392 Shareholders’ equity 68,099 142,702 114,433

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

Thefollowingdiscussionandanalysisofourfinancialconditionandresultsofoperationsshouldbereadtogetherwithourconsolidatedfinancialstatementsandtherelatednotesandtheotherfinancialinformationincludedelsewhereinthisprospectus.Thisdiscussioncontainsforward-lookingstatementsthatinvolverisksanduncertainties.Ouractualresults,performanceandachievementscoulddiffermateriallyfromthoseimpliedbytheseforward-lookingstatementsasaresultofvariousfactors,includingthosediscussedbelowandelsewhereinthisprospectus,particularlyunder“RiskFactors.”See“CautionaryNoteRegardingForward-LookingStatements.”

OurconsolidatedfinancialstatementshavebeenpreparedinaccordancewithIFRS.AllamountsareinCanadiandollarsexceptwhereotherwiseindicated.See“BasisofPresentation.”Allreferencesto“fiscal2014”refertoourUnauditedProFormaCombinedSupplementalFinancialInformationfortheyearendedMarch31,2014.

Overview

Founded 60 years ago in a small Toronto warehouse, Canada Goose has grown into a highly coveted global outerwear brand. We are recognized for authenticheritage, uncompromised craftsmanship and quality, exceptional warmth and superior functionality. This reputation is decades in the making and is rooted in ourcommitment to creating premium products that deliver unrivaled functionality where and when it is needed most. Be it Canadian Arctic Rangers serving theircountry or an explorer trekking to the South Pole, people who live, work and play in the harshest environments on Earth have turned to Canada Goose. Throughoutour history, we have found inspiration in these technical challenges and parlayed that expertise into creating exceptional products for any occasion. From researchfacilities in Antarctica and the Canadian High Arctic to the streets of Toronto, New York City, London, Paris, Tokyo and beyond, people have fallen in love withour brand and made it a part of their everyday lives.

We are deeply involved in every stage of our business as a designer, manufacturer, distributor and retailer of premium outerwear for men, women and children.This vertically integrated business model allows us to directly control the design and development of our products while capturing higher margins. As of December31, 2016, our products are sold through select outdoor, luxury and online retailers and distributors in 36 countries, our e-commerce sites in Canada, the UnitedStates, the United Kingdom and France and two recently opened retail stores in Toronto and New York City.

Factors Affecting our Performance

We believe that our performance and future success depend on a number of factors that present significant opportunities for us and may pose risks and challenges,including those discussed below and in the “Risk Factors” section of this prospectus.

• MarketExpansion.Our market expansion strategy has been a key driver of our recent revenue growth and we have identified a number of additionalhigh potential markets where we plan to continue to execute our expansion strategy. Across all of our markets, we plan to focus on increasing brandawareness, deepening our wholesale presence and rolling out our DTC channel as market conditions permit. We expect that marketing and sellingexpenses to support these initiatives will continue to grow in proportion to anticipated revenue growth.

• GrowthinourDTCChannel.We introduced our DTC channel in fiscal 2015 with the launch of our Canadian e-commerce store and have sinceestablished e-commerce stores in the United States, the United Kingdom and France. A jacket sale in our DTC channel provides two-to-four timesgreater contribution to segment operating income per jacket as compared to a sale of the same product in our wholesale channel. In the fall of 2016, weopened our first two retail stores in Toronto and in New York City and anticipate opening a select number of additional retail locations where webelieve

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they can operate profitably. In fiscal 2018 we are targeting opening between 4 and 6 e-commerce stores, with a long-term target of 15 to 20 e-commerce stores. In addition, in fiscal 2018 we are targeting opening 3 retail stores in new geographies with a long term target of 15 to 20 retailstores. As we continue to increase the percentage of sales from our DTC channel, we expect to maintain a balanced multi-channel distribution model.Growth in our DTC channel is also expected to reduce the current seasonal concentration of our revenue by allowing us to recognize revenue whencustomers make purchases instead of when products are shipped to our retail partners. As a result, we expect a relatively higher percentage of ourDTC sales to be recognized in our fiscal fourth quarter. Finally, as we expand our DTC channel, including opening additional retail stores, we expectour capital expenditures to continue to represent 6.0 to 8.0% of revenue.

• NewProducts.The evolution of our heritage line of winter products and expansion of our product assortment across Spring, Fall and new productcategories has contributed meaningfully to our performance and we intend to continue investing in the development and introduction of new products.We expect to introduce a new Spring collection in stores in early calendar 2017 and we expect our new knitwear collection to be rolled out graduallyover fiscal 2018 and 2019. As we introduce additional products, we expect that they will help mitigate the seasonal nature of our business and expandour addressable geographic market.

• Seasonality.We experience seasonal fluctuations in our revenue and operating results and we historically have realized a significant portion of ourrevenue and earnings for the fiscal year during our second and third fiscal quarters. We generated 77.4%, 78.1% and 78.3% of our revenues in thesecond and third fiscal quarters of fiscal 2016, fiscal 2015 and fiscal 2014, respectively. Our business model also provides meaningful visibility intoexpected future revenues, with a significant majority of wholesale orders secured during the third and fourth quarters of the prior fiscal year. Inaddition, we typically experience net losses in the first and fourth quarters as we invest ahead of our most active season. Working capital requirementstypically increase throughout our first and second fiscal quarters as inventory builds to support our peak shipping and selling period which typicallyoccurs from August to November. Cash provided by operating activities is typically highest in our third fiscal quarter due to the significant inflowsassociated with our peak selling season.

• ForeignExchange. We sell a significant portion of our products to customers outside of Canada, which exposes us to fluctuations in foreign currencyexchange rates. In fiscal 2016, 2015 and 2014, we generated 54.6%, 49.3% and 32.5%, respectively, of our revenue in currencies other than Canadiandollars. Our sales outside of Canada also present an opportunity to strategically price our products to improve our profitability. In addition, themajority of our raw materials are sourced outside of Canada, primarily in U.S. dollars. As the majority of our wholesale revenue is derived fromretailer orders made prior to the beginning of the fiscal year, we have a high degree of visibility into our anticipated future cash flows from operations.SG&A costs are typically denominated in the currency of the country in which they are incurred. This extended visibility allows us to enter intohedging contracts with respect to our foreign currency exposure.

Segments

We report our results in two segments which are aligned with our sales channels: Wholesale and DTC. We measure each reportable operating segment’sperformance based on revenue and segment operating income. Through our wholesale segment we sell to retail partners and distributors in 36 countries, as ofDecember 31, 2016. Our DTC segment is comprised of sales through our e-commerce sites and retail stores. Through our DTC segment, we sell online tocustomers in Canada, the United States, the United Kingdom and France and in retail stores as of the third quarter of fiscal 2017 to customers in Toronto and NewYork City.

Our wholesale segment and DTC segment contributed 88.6% and 11.4% of our revenue, respectively, in fiscal 2016. For the nine months ended December 31,2016, the wholesale segment and DTC segment contributed 77.7% and 22.3%, respectively.

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Components of Our Results of Operations and Trends Affecting Our Business

Revenue

Revenue in our wholesale channel is comprised of sales to retail partners and distributors of our products. Wholesale revenue from the sale of goods, net of anestimate for sales returns, discounts and allowances, is recognized when the significant risks and rewards of ownership of the goods have passed to the retail partneror distributor which, depending on the terms of the agreement with the reseller, is either at the time of shipment from our third-party warehouse or upon arrival atthe reseller’s facilities.

Revenue in our DTC channel consists of sales through our e-commerce operations and, beginning in the third quarter of fiscal 2017, in our retail stores. Revenuethrough e-commerce operations and retail stores are recognized upon delivery of the goods to the customer and when collection is reasonably assured, net of anestimated allowance for sales returns.

GrossProfit

Gross profit is our revenue less cost of sales. Cost of sales includes the cost of manufacturing our products, including raw materials, direct labour and overhead,plus in-bound freight, duty and non-refundable taxes incurred in delivering the goods to distribution centres managed by third parties. It also includes all costsincurred in the production, design, distribution and merchandise departments, as well as inventory provision expense. The primary drivers of our cost of sales arethe costs of raw materials, which are sourced both in Canadian dollars and U.S. dollars, labour in Canada and the allocation of overhead. Gross margin measuresour gross profit as a percentage of revenue.

Over the past two fiscal years, our gross margin has improved as a result of an increase in sales attributable to our DTC channel, execution on our geographicexpansion strategy, an increase in the average effective price of our products and favourable foreign exchange impacts. We expect to continue to improve grossmargin in future periods as a result of expanding DTC sales and strategically increasing the pricing of our products at a rate that exceeds the expected increases inproduction costs.

Selling,GeneralandAdministrativeExpenses(“SG&A”)

SG&A expenses consist of selling costs to support our customer relationships and to deliver our product to our retail partners, e-commerce customers and retailstores. It also includes our marketing and brand investment activities and the corporate infrastructure required to support our ongoing business.

Selling costs generally correlate to revenue timing and therefore experience similar seasonal trends. As a percentage of sales, we expect these selling costs toincrease as our business evolves. This increase is expected to be driven primarily by the growth of our DTC channel, including the investment required to supportadditional e-commerce sites and retail stores. The growth of our DTC channel is expected to be accretive to net income given the higher gross profit margin of ourDTC channel which results from the opportunity to capture the full retail value of our products.

General and administrative expenses represent costs incurred in our corporate offices, primarily related to personnel costs, including salaries, variable incentivecompensation, benefits, share-based compensation and other professional service costs. We have invested considerably in this area to support the growing volumeand complexity of our business and anticipate continuing to do so in the future. In addition, in connection with this offering, we expect to incur transaction costsand stock compensation expenses and, following this offering, we anticipate a significant increase in accounting, legal and professional fees associated with being apublic company. Foreign exchange gains and losses are recorded in SG&A and comprise translation of assets and liabilities denominated in currencies other thanthe functional currency of the entity, including the term loan, mark-to-market adjustments on derivatives, foreign exchange forward contracts, and realized gains onsettlement of assets and liabilities.

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IncomeTaxes

We are subject to income taxes in the jurisdictions in which we operate and, consequently, income tax expense is a function of the allocation of taxable income byjurisdiction and the various activities that impact the timing of taxable events. The primary regions that determine the effective tax rate are Canada, the UnitedStates, Switzerland and the United Kingdom. Over the long-term, we target our annual effective income tax rate to be approximately 25%.

Basis of Presentation

On November 21, 2013, Bain Capital incorporated Canada Goose Holdings Inc. under the laws of British Columbia. Pursuant to the purchase and sale agreementdated December 9, 2013, a wholly-owned subsidiary of the Successor acquired all the operating assets of the former Canada Goose Inc. and sales and distributioncompanies owned by the former Canada Goose Inc. which consisted of Canada Goose Europe AB, Canada Goose US, Inc. and Canada Goose Trading Inc.

The Acquisition was accounted for as a business combination using the acquisition method of accounting and the Successor financial statements reflect a new basisof accounting that is based on the fair value of assets acquired and liabilities assumed as of the effective time of the agreement. Periods presented prior toDecember 9, 2013 represent the operations of the Predecessor and the period presented as of December 9, 2013 represents the operations of the Successor.

The fiscal year ended March 31, 2014 includes the 252 day Predecessor 2014 Period from April 1, 2013 through December 8, 2013 and the 113 day Successor 2014Period from December 9, 2013 through March 31, 2014. Accordingly, the company’s accumulated deficit as of March 31, 2014, and the company’s retainedearnings as at March 31, 2015 and March 31, 2016 represent only the results of operations subsequent to and including December 9, 2013, the date of theAcquisition. The Predecessor and Successor periods have been separated by a black line on the consolidated financial statements to highlight the fact that thefinancial information for such periods has been prepared under two different cost bases of accounting. All intercompany transactions have been eliminated.

For the purpose of performing a comparison to the fiscal year ended March 31, 2015, we have prepared Unaudited Pro Forma Combined Supplemental FinancialInformation for the year ended March 31, 2014, which gives effect to the Acquisition as if it had occurred on April 1, 2013, and which we refer to as the UnauditedPro Forma Combined 2014 Period. The Unaudited Pro Forma Combined 2014 Period discussed herein has been prepared in accordance with Article 11 ofRegulation S-X promulgated under the United States Securities Act of 1933, as amended, and does not purport to represent what our actual consolidated results ofoperations would have been had the Acquisition actually occurred on April 1, 2013, nor is it necessarily indicative of future consolidated results of operations. TheUnaudited Pro Forma Combined 2014 Period is being discussed herein for informational purposes only and does not reflect any operating efficiencies or potentialcost savings that may result from the consolidation of operations.

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The pro forma adjustments made to give effect to the Acquisition, as if it had occurred on April 1, 2013, are summarized in the table below:

CAD$000s

Period fromApril 1, 2013 to

December 8,2013

Period fromDecember 9,

2013 to March 31,

2014 Pro Forma

Adjustments

Unauditedpro forma combined year endedMarch 31,

2014 Revenue 134,822 17,263 — 152,085 Cost of sales 81,613 14,708 (2,906) (a) 93,415

Gross profit 53,209 2,555 2,906 58,670 Selling, general and administrative expenses 30,119 20,494 (5,528) (b)(e) 45,085 Depreciation and amortization 447 804 1,151(c) 2,402

Operating income (loss) 22,643 (18,743) 7,283 11,183 Net interest and other finance costs 1,815 1,788 3,533(d)(f) 7,136

Income (loss) before income taxes 20,828 (20,531) 3,750 4,047 Income tax expense (recovery) 5,550 (5,054) 528(g) 1,024

Net income (loss) 15,278 (15,477) 3,222 3,023

Notes to unaudited pro forma presentation:

(a) Represents fair value step-up of inventory on-hand at the time of Acquisition. The amount sold through in the period from December 9, 2013 throughMarch 31, 2014 has been removed from cost of sales.

(b) These amounts reflect the transaction costs incurred by the company as a result of the Acquisition. These include costs that were directly attributable to thetransaction, such as legal, due diligence, tax, audit, consulting, and other professional services. These amounts would not have been incurred in the year hadthe transaction occurred on April 1, 2013 and therefore have been removed from SG&A on a pro forma basis.

(c) At the time of the Acquisition, a customer list intangible asset in the amount of $8.7 million was recognized with a useful life of four years. Had theAcquisition occurred on April 1, 2013, a full year of amortization would have been recorded.

(d) As a result of the Acquisition, the revolving debt that existed in the Predecessor entity was replaced. Had the Acquisition occurred on April 1, 2013, thisinterest would not have been incurred. In connection with the Acquisition, the company extinguished the existing long-term debt and entered a credit facilityfor $19.5 million. A pro forma adjustment for a full year of interest on the credit facility has been recorded.

(e) Bain management fee for the full year as if the transaction would have occurred on April 1, 2013.(f) Subordinated debt in the amount of $79.7 million was issued on the date of Acquisition. This adjustment reflects the interest cost associated with the

subordinated debt had the transaction occurred on April 1, 2013.(g) Income tax expense calculated at the annual effective tax rate of 25.3% of pro forma income before taxes.

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Results of Operations Successor Predecessor

CAD$000s

Nine months ended

December 31, 2016

Nine months ended

December 31, 2015

Fiscal Year ended

March 31, 2016

Fiscal Year ended

March 31, 2015

Period from December 9,

2013 to March 31,

2014

Period from April 1, 2013 to

December 8, 2013

Revenue $ 352,681 $ 248,909 290,830 218,414 17,263 134,822 Cost of sales 168,403 122,107 145,206 129,805 14,708 81,613

Gross profit 184,278 126,802 145,624 88,609 2,555 53,209 Selling, general and administrative expenses 110,270 72,851 100,103 59,317 20,494 30,119 Depreciation and amortization 4,901 3,585 4,567 2,623 804 447

Operating income (loss) 69,107 50,366 40,954 26,669 (18,743) 22,643 Net interest and other finance costs 8,620 6,017 7,996 7,537 1,788 1,815

Income (loss) before income tax (recovery) 60,487 44,349 32,958 19,132 (20,531) 20,828 Income tax expense (recovery) 15,416 8,662 6,473 4,707 (5,054) 5,550

Net income (loss) 45,071 35,687 26,485 14,425 (15,477) 15,278

Other comprehensive loss (729) — (692) — — —

Comprehensive income (loss) 44,342 35,687 25,793 14,425 (15,477) 15,278

Three Months Ended December 31, 2016 Compared to Three Months Ended December 31, 2015

Revenue

Revenue for the three months ended December 31, 2016 increased by $93.5 million, or 81.0%, compared to the three months ended December 31, 2015, which wasdriven by an increase in revenue in both our wholesale and DTC channels. On a constant currency basis, revenue increased by 85.8% for the three months endedDecember 31, 2016 compared to three months ended December 31, 2015.

Revenue in our wholesale channel was $137.0 million, an increase of $38.4 million, compared to the three months ended December 31, 2015. The increase inrevenue in our wholesale channel was driven primarily by sales of new products from our Spring and Fall collections to our retail partners, strong growth outsideNorth America and, to a lesser extent, by price increases of our products in certain geographies.

Revenue in our DTC channel was $72.0 million, an increase of $55.1 million, compared to the three months ended December 31, 2015, reflecting strongperformance from our Canadian, U.S., France and U.K. e-commerce sites since launching in August of 2014, September of 2015 and September of 2016,respectively and incremental revenue generated from retail stores opened in Toronto and New York in the third quarter of fiscal 2017.

CostofSalesandGrossProfit

Cost of sales for the three months ended December 31, 2016 increased by $37.2 million, or 72.1%, compared to the three months ended December 31, 2015. Grossprofit was $120.3 million, representing a gross margin of

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57.5%, compared with $63.9 million for the three months ended December 31, 2015, representing a gross margin of 55.3%. The increase in gross profit and 220basis point increase in gross margin was attributable to higher revenue, particularly in our DTC channel.

Cost of sales in our wholesale channel for the three months ended December 31, 2016 was $71.5 million, an increase of $23.8 million, compared to the threemonths ended December 31, 2015. Gross profit was $65.5 million, representing a gross margin of 47.8%, compared with $50.9 million for the three months endedDecember 31, 2015, representing a gross margin of 51.6%. The decline in gross margin of 380 basis points was attributable primarily to the shift of sales to lowermargin geographies, foreign exchange headwinds on proportionately higher European sales and, to a lesser extent, higher raw materials costs sourced in U.S.dollars. The increase in gross profit was attributable to higher sales and lower product costs in Canadian dollars.

Cost of sales in our DTC channel for the three months ended December 31, 2016 was $17.2 million, an increase of $13.4 million, compared to the three monthsended December 31, 2015. Gross profit was $54.8 million, representing a gross margin of 76.1%, compared with $13.0 million of gross profit for the three monthsended December 31, 2015, representing a gross margin of 77.2%. The increase in gross profit was attributable to higher revenue as a result of incremental retailstore revenue generated during the three month period, growth in e-commerce business and lower product costs in Canadian dollars, partially offset by higher rawmaterials costs in U.S. dollars.

Selling,GeneralandAdministrativeExpenses

SG&A expenses for the three months ended December 31, 2016 increased by $30.1 million, or 94.2%, compared to the three months ended December 31, 2015,which represents 29.7% of revenue for the three months ended December 31, 2016 compared to 27.6% of revenue for the three months ended December 31, 2015.The increase in costs was attributable to an increase in headcount and brand investment to support n e w marketing initiatives, transaction costs related to thispublic offering, entry into new markets, as well as investment in our DTC channel associated with establishing our e-commerce sites and opening our retail storesin the United States and Canada.

SG&A expenses in our wholesale channel for the three months ended December 31, 2016 was $10.5 million, a decrease of $0.3 million, compared to the threemonths ended December 31, 2015, which represents 7.7% of segment revenue for the three months ended December 31, 2016 compared to 11.0% of segmentrevenue for the three months ended December 31, 2015. The decrease in costs was attributable to expenses incurred in the comparable prior year periodrestructuring our international operations to Zug, Switzerland which encompassed closing several offices across Europe, relocating personnel and incurringtemporary office costs and termination of third party sales agents. These aforementioned prior period costs more than offset an increase in headcount andoperational and selling expenditures to support new marketing initiatives and entry into new markets.

SG&A expenses in our DTC channel for the three months ended December 31, 2016 was $13.1 million, an increase of $7.9 million, compared to the three monthsended December 31, 2015, which represents 18.2% of segment revenue for the three months ended December 31, 2016 compared to 30.6% of segment revenue forthe three months ended December 31, 2015. The increase in segment costs was attributable to establishing our new e-commerce sites in France and the UnitedKingdom, maintaining our existing e-commerce sites and opening our two retail stores in the United States and Canada.

NetInterestandOtherFinanceCosts

Finance costs for the three months ended December 31, 2016 increased by $0.9 million, or 39.4%, compared to the three months ended December 31, 2015primarily as a result of higher average borrowings of $236.0 million compared to $169.3 million in the same period in fiscal 2016 used to finance working capital,partially offset by a lower effective interest rate.

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IncomeTaxes

Income tax expense for the three months ended December 31, 2016 was $14.1 million compared to $7.2 million for the three months ended December 31, 2015.For the three months ended December 31, 2016, the effective tax rate was 26.6% and varied from the statutory tax rate of 25.3%. For the three months endedDecember 31, 2015, the effective tax rate was 25.2% and varied immaterially from the statutory tax rate of 25.3%.

NetIncome

Net income for the three months ended December 31, 2016 was $39.1 million compared with $21.4 million for the three months ended December 31, 2015. Theincrease of $17.6 million, or 82.3%, was driven by the factors described above.

Nine Months Ended December 31, 2016 Compared to Nine Months Ended December 31, 2015

Revenue

Revenue for the nine months ended December 31, 2016 increased by $103.8 million, or 41.7%, compared to the nine months ended December 31, 2015, which wasdriven by an increase in revenue in both our wholesale and DTC channels. On a constant currency basis, revenue increased by 43.9% for the nine months endedDecember 31, 2016 compared to the nine months ended December 31, 2015.

Revenue in our wholesale channel was $273.9 million, an increase of $44.8 million, compared to the nine months ended December 31, 2015. The increase inrevenue in our wholesale channel was driven primarily by sales of new products from our Spring and Fall collections to our retail partners, strong growth outside ofNorth America and, to a lesser extent, by price increases of our products in certain geographies.

Revenue in our DTC channel was $78.8 million, an increase of $59.0 million, compared to the nine months ended December 31, 2015, reflecting strongperformance from the Canadian, U.K., and France e-commerce sites since launching in August of 2014, and September of 2016, respectively, a full nine months ofactivity on our U.S. e-commerce site which launched in September of 2015 and incremental revenue generated from retail stores opened in Toronto and New Yorkin the third quarter of fiscal 2017.

CostofSalesandGrossProfit

Cost of sales for the nine months ended December 31, 2016 increased by $46.3 million, or 37.9%, compared to the nine months ended December 31, 2015. Grossprofit was $184.3 million, representing a gross margin of 52.3%, compared with $126.8 million for the nine months ended December 31, 2015, representing a grossmargin of 50.9%. The increase in gross margin was attributable to a significant increase in DTC channel revenues partially offset by higher inventory provisions onraw materials taken in fiscal 2017, write-offs related to damaged products and, to a lesser extent, higher raw material costs from products sourced in U.S. dollarsand a shift of sales mix to lower margin geographies.

Cost of sales in our wholesale channel for the nine months ended December 31, 2016 was $149.0 million, an increase of $31.6 million, compared to the ninemonths ended December 31, 2015. Segment gross profit was $124.9 million, representing a segment gross margin of 45.6%, compared with $111.8 million for thenine months ended December 31, 2015, representing a segment gross margin of 48.8%. The decline in segment gross margin of 320 basis points was attributableprimarily to foreign exchange impact resulting from geographical sales mix, a higher proportion of sales in lower margin geographies, the timing of inventoryprovisions taken in first quarter of fiscal 2017 and, to a lesser extent, higher raw materials costs from products sourced in U.S. dollars. Combined, these increasesmore than offset lower Canadian dollar denominated production costs.

Cost of sales in our DTC channel for the nine months ended December 31, 2016 was $19.4 million, an increase of $14.7 million, compared to the nine monthsended December 31, 2015. Segment gross profit was

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$59.3 million, representing a segment gross margin of 75.3%, compared with $15.0 million for the nine months ended December 31, 2015, representing a segmentgross margin of 76.2%. The increase in segment gross profit was attributable to higher segment revenue driven by incremental retail store revenue, a full ninemonth period of e-commerce stores in the United States, the launch of e-commerce websites in France and the U.K. in September 2016, lower product costs inCanadian dollars, partially offset by higher raw materials costs sourced in U.S. dollars.

Selling,GeneralandAdministrativeExpenses

SG&A expenses for the nine months ended December 31, 2016 increased by $37.4 million over the same period in fiscal 2015, or 51.4%, representing 31.3% ofrevenue for the nine months ended December 31, 2016 compared to 29.3% of revenue for the nine months ended December 31, 2015. The increase in costs wasattributable to an increase in headcount and brand investment to support new marketing initiatives and entry into new markets, $8.6 million of transaction costsrelated to this offering, $2.5 million of share-based compensation costs, as well as investment in our DTC channel associated with establishing our e-commercesites and opening our retail stores.

SG&A expenses in our wholesale channel for the nine months ended December 31, 2016 was $24.0 million, an increase of $1.7 million, compared to the ninemonths ended December 31, 2015, which represents 8.8% of segment revenue for the nine months ended December 31, 2016 compared to 9.7% of segmentrevenue for the nine months ended December 31, 2015. The increase in segment costs was attributable to an increase in headcount, selling and operationalexpenditures to support growth initiatives and entry into new markets. The increase was partially offset by $5.9 million of expenses incurred in the comparableprior year period; comprising of $2.9 million for restructuring our international operations to Zug, Switzerland which encompassed closing several offices acrossEurope, relocating personnel and incurring temporary office costs as well as $3.0 million incurred for termination of third party sales agents.

SG&A expenses in our DTC channel for the nine months ended December 31, 2016 was $17.8 million, an increase of $10.8 million compared to the nine monthsended December 31, 2015, which represents 22.6% of segment revenue for the nine months ended December 31, 2016 compared to 35.6% of segment revenue forthe nine months ended December 31, 2015. The increase in segment costs was attributable to establishing our new sites in France and the U.K., maintaining ourexisting e-commerce sites and opening our two retail stores in the United States and Canada.

NetInterestandOtherFinanceCosts

Finance costs for the nine months ended December 31, 2016 increased by $2.6 million, or 43.3%, compared to the nine months ended December 31, 2015,primarily as a result of higher average borrowings of $206.2 million, compared to $146.7 million in the comparable prior year period and a $0.9 million write off ofdeferred financing costs resulting from refinancing of the previous credit facility partially offset by a lower interest rate.

IncomeTaxes

Income tax expense for the nine months ended December 31, 2016 was $15.4 million compared to $8.7 million for the nine months ended December 31, 2015. Forthe nine months ended December 31, 2016, the effective tax rate was 25.5% and varied marginally from the statutory tax rate of 25.3%. For the nine months endedDecember 31, 2015, the effective tax rate was 19.5% versus the statutory tax rate of 25.3%.

The difference between the effective tax rate and the statutory tax rate for the nine months ended December 31, 2015 relates primarily to the benefit of a one-timereversal of a deferred tax liability of $3.5 million relating to intercompany transactions during the nine months ended December 31, 2015.

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NetIncome

Net income for the nine months ended December 31, 2016 was $45.1 million compared with $35.7 million for the nine months ended December 31, 2015. Theincrease of $9.4 million, or 26.3%, was primarily the result of the factors described above.

Fiscal Year Ended March 31, 2016 Compared to Fiscal Year Ended March 31, 2015

Revenue

Revenue for fiscal 2016 increased by $72.4 million, or 33.2%, compared to fiscal 2015, driven by an increase in revenue in our wholesale channel and by growth inour DTC channel. On a constant currency basis, revenue increased 25.2% for fiscal 2016 compared to fiscal 2015.

Revenue in our wholesale channel increased $47.4 million, or 22.5%, compared to fiscal 2015. The increase in revenue in our wholesale channel was primarilydriven by additional product sales, sales of new products from our Spring and Fall collections to our retail partners and, to a lesser extent, by price increases on ourproducts in certain geographies.

This increase in revenue was also due in part to the inclusion of a full year of performance from our Canadian e-commerce site and the launch of our U.S. e-commerce site in our DTC segment, representing a $25.0 million increase over fiscal 2015.

CostofSalesandGrossProfit

Cost of sales for fiscal 2016 increased by $15.4 million, or 11.9%, compared to fiscal 2015, while gross profit was $145.6 million, representing a gross margin of50.1%, compared with $88.6 million in fiscal 2015, representing a gross margin of 40.6%. The increase in gross profit was attributable to the growth in e-commerce revenue in our DTC channel as well as overall higher revenue in fiscal 2016. Additionally, gross profit was positively impacted by lower productioncosts, partially offset by an increase in raw materials costs sourced in U.S. dollars.

Cost of sales in our wholesale channel for fiscal 2016 increased by $8.7 million, or 6.8%, compared to fiscal 2015, while segment gross profit was $121.4 million,representing a segment gross margin of 47.1%, compared with $82.7 million in fiscal 2015, representing a segment gross margin of 39.3%. The increase in segmentgross profit was attributable to the overall higher revenue in fiscal 2016. Additionally, segment gross profit was positively impacted by lower production costs,partially offset by an increase in raw materials costs sourced in U.S. dollars.

Cost of sales in our DTC channel for fiscal 2016 increased by $6.7 million, or 313.6%, compared to fiscal 2015, while segment gross profit was $24.2 million,representing a segment gross margin of 73.3%, compared with $5.9 million in fiscal 2015, representing a segment gross margin of 73.4%. The increase in segmentgross profit was attributable to the growth in e-commerce revenue in our DTC channel, including the impact of having the U.S. e-commerce store open beginningin September of 2015, as well as overall higher revenue in fiscal 2016.

Selling,GeneralandAdministrativeExpenses

SG&A expenses for fiscal 2016 increased by $40.8 million over fiscal 2015, or 68.8%, representing 34.4% of revenue in fiscal 2016, compared to 27.2% ofrevenue in fiscal 2015. The increase in expenses was attributable to an increase in headcount in both segments and our corporate office, and an increase inmarketing expenses that were not allocated to a segment and were designed to support an overall investment in our brand and entry into new markets. The increasewas also partially attributable to investments in our DTC channel associated with establishing our e-commerce sites and opening our retail stores. In addition, weincurred costs of $3.1 million in

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our wholesale segment associated with terminating third party sales agents which resulted in indemnities and other termination payments. Also included was $6.9million of expenses relating to restructuring our international operations to Zug, Switzerland, including closing several offices across Europe, relocating personneland incurring temporary office costs.

SG&A expenses in our wholesale channel for fiscal 2016 decreased by $10.1 million over fiscal 2015, or 27.2%, representing 10.5% of segment revenue in fiscal2016 compared to 17.7% of segment revenue in fiscal 2015. The decrease was attributable to the increase in centralized marketing initiatives described above,offset by indemnities and termination payments for third party sales agents.

SG&A expenses in our DTC channel for fiscal 2016 increased by $12.7 million over fiscal 2015, or 920.4%, representing 42.8% of segment revenue in fiscal 2016compared to 17.3% of segment revenue in fiscal 2015. The increase in expenses was attributable to an increase in headcount and brand investment in our DTCchannel associated with establishing our e-commerce sites and opening our retail stores.

NetInterestandOtherFinanceCosts

Finance costs increased by $0.5 million, or 6.1%, during fiscal 2016 primarily as a result of higher borrowings of $25.9 million used to finance working capital,partially offset by a lower interest rate.

IncomeTaxes

Income tax expense increased by $1.8 million during fiscal year 2016 while the net income before taxes increased as compared to fiscal 2015. This is primarily as aresult of a decrease in the effective tax rate from 24.6% for fiscal year 2015 to 19.6% for fiscal year 2016, together with the benefit of a one-time reversal of adeferred tax liability of $3.5 million relating to intercompany transactions during the three months ended September 30, 2015.

NetIncome

Net income for fiscal 2016 was $26.5 million compared with $14.4 million in fiscal 2015. The increase of $12.1 million, or 83.6%, was the result of the factorsdescribed above.

Comparison of the fiscal year ended March 31, 2015 to the Predecessor 2014 Period and the Successor 2014 Period, as well as a comparison of the fiscal yearended March 31, 2015 to the Unaudited Pro Forma Combined Period for the fiscal year ended March 31, 2014

The Acquisition was accounted for as a business combination in accordance with IFRS 3 BusinessCombinationsand the resulting new basis of accounting isreflected in the Company’s consolidated financial statements for all periods beginning on or after December 9, 2013. As a result and in order to provide a moremeaningful comparison, we are also supplementally presenting a comparison of fiscal 2015 with the Unaudited Pro Forma Combined Period for the fiscal yearended March 31, 2014. Except for the specific pro forma adjustments made to arrive at the Unaudited Pro Forma Combined 2014 Period, the underlying drivers forthe change in fiscal 2015 as compared to fiscal 2014, both actual 2014 results and the Unaudited Pro Forma Combined 2014 Period results, are the same.

Revenue

Revenue was $218.4 million for fiscal 2015, as compared to $134.8 million for the Predecessor 2014 Period and $17.3 million for the Successor 2014 Period, or$152.1 million for the Unaudited Pro Forma Combined 2014 Period. This represents a 43.6% increase in fiscal 2015, as compared to the Unaudited Pro FormaCombined 2014 Period. The increase in revenue was driven primarily by an increase in product sales to our retail partners and to a lesser extent by price increaseson our products in certain geographies. On a constant currency basis, revenue increased by 39.0% for fiscal 2015 compared to the Unaudited Pro Forma Combined2014 Period.

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CostofSalesandGrossProfit

Cost of sales was $129.8 million for fiscal 2015, as compared to $81.6 million for the Predecessor 2014 Period and $14.7 million for the Successor 2014 Period, or$93.4 million for the Unaudited Pro Forma Combined 2014 Period. Gross profit was $88.6 million for fiscal 2015, as compared to $53.2 million for the Predecessor2014 Period and $2.6 million for the Successor 2014 Period, or $58.7 million for the Unaudited Pro Forma Combined 2014 Period. As compared to the UnauditedPro Forma Combined 2014 Period, gross profit increased $29.9 million, or 51.0%, to $88.6 million for fiscal 2015. The increase in gross profit was primarilyattributable to higher revenue as a result of increased sales in the U.S. market during the winter season.

Selling,GeneralandAdministrativeExpenses

SG&A expenses were $59.3 million for fiscal 2015, as compared to $30.1 million for the Predecessor 2014 Period and $20.5 million for the Successor 2014 Period,or $45.1 million for the Unaudited Pro Forma Combined 2014 Period. SG&A expenses increased by 31.6% in fiscal 2015, as compared to the Unaudited Pro FormaCombined 2014 Period. As a percentage of revenue, SG&A expenses were 22.3% in the Predecessor 2014 Period and 118.7% in the Successor 2014 Period, anddecreased from 29.6% in the Unaudited Pro Forma Combined 2014 Period to 27.2% in fiscal 2015. The increase in costs were attributable to an increase inheadcount and brand investment to support new marketing initiatives and entry into new markets, as well as investment in our DTC channel associated withestablishing our e-commerce sites and opening our retail stores.

NetInterestandOtherFinanceCosts

Finance costs were $7.5 million for fiscal 2015, as compared to $1.8 million for the Predecessor 2014 Period, and $1.8 million for the Successor 2014 Period, or$7.1 million for the Unaudited Pro Forma Combined 2014 Period. Finance costs increased by $0.4 million in fiscal 2015 or 5.6% as compared to the Unaudited ProForma Combined 2014 Period primarily as a result of higher borrowings used to finance working capital to support the growth in the business between thecomparable periods and on subordinated debt held by Bain Capital in accordance with the terms of interest payments.

IncomeTaxes

Income tax expense was $4.7 million for fiscal 2015, as compared to $5.6 million for the Predecessor 2014 Period, representing an effective tax rate of 26.6% andwas a recovery of $5.1 million for Successor 2014 Period, representing an effective tax rate of 24.6%, and $1.0 million for the Unaudited Pro Forma Combined2014 Period, representing an effective tax rate of 25.3%. Income tax expense increased by $3.7 million in fiscal 2015 compared to the Unaudited Pro FormaCombined 2014 Period as a result of higher taxable income from improved operating performance in fiscal 2015 and higher non-deductible expenses in thecomparable period.

NetIncome

Net income was $14.4 million for fiscal 2015, as compared to $15.3 million for the Predecessor 2014 Period, and a loss of $15.5 million for Successor 2014 Period,or $3.0 million for the Unaudited Pro Forma Combined 2014 Period. Net income in fiscal 2015 represents a 377.2% increase as compared to the Unaudited ProForma Combined 2014 Period. The increase in net income in fiscal 2015 was driven primarily by the underlying performance of the business, and the impact oftransaction costs as well as by the impact of $2.6 million of amortization expense in fiscal 2015 relating to a step-up of intangible assets, both relating to theAcquisition on December 9, 2013.

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Quarterly Financial Information CAD$000s (except per share data) Q3 2017 Q2 2017 Q1 2017 Q4 2016 Q3 2016 Q2 2016 Q1 2016 Q4 2015 Revenue 209,051 127,935 15,695 41,921 115,504 109,694 23,711 18,778 Net Income (Loss) 39,088 20,019 (14,036) (9,202) 21,446 18,475 (4,234) (7,390) Basic Earnings (Loss) per Share 0.39 0.20 (0.14) (0.09) 0.21 0.18 (0.04) (0.08) Diluted Earnings (Loss) per Share 0.38 0.20 (0.14) (0.09) 0.21 0.18 (0.04) (0.08)

EightQuarterCommentaryonTrends

Net revenue is highest in the second and third quarters as we fulfill customer orders in time for the fall and winter retail seasons. In addition, our net income istypically reduced or negative in the first and fourth quarters as we invest ahead of our peak selling season.

Revenue

Over the last eight quarters, revenue has been impacted by the following:

• rollout of e-commerce in Canada in the second quarter of fiscal 2015, United States in the second quarter of fiscal 2016 and in the United Kingdomand France in the third quarter of fiscal 2017;

• opening of retail stores in Toronto and New York City in the third quarter of fiscal 2017;

• successful execution of pricing strategy across all segments;

• shift in mix of revenue from wholesale to DTC;

• shift in geographic mix of sales to increase sales outside of Canada;

• fluctuation of foreign exchange rates between the USD, GBP and Euro versus CAD; and

• timing of shipments to wholesale customers.

NetIncome(loss)

Net income has been affected by the following factors over the last eight quarters:

• impact of the items noted in revenue above;

• increase and timing of our investment in brand, marketing, and administrative support to support our wholesale expansion and DTC channel as well asincreased investment in property, plant, and equipment and intangible assets to support growth initiatives;

• impact of foreign exchange on production costs;

• higher average borrowings to address the growing magnitude of inventory needs and higher seasonal borrowings in the first and fourth quarters of eachfiscal year to address seasonal nature of revenue.

• transaction costs in relation to this offering; and

• consolidation of our international operations to Zug, Switzerland which included closing offices across Europe and terminating third party salesagents.

Non-IFRS Measures

In addition to our results determined in accordance with IFRS, we believe the following non-IFRS measures provide useful information both to management andinvestors in measuring the financial performance and

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financial condition of the Company for the reasons outlined below. These measures do not have a standardized meaning prescribed by IFRS and therefore they maynot be comparable to similarly titled measures presented by other publicly traded companies, and they should not be construed as an alternative to other financialmeasures determined in accordance with IFRS.

CAD$000s

Nine months ended

December 31,2016

Nine months ended

December 31,2015

Year ended

March 31,2016

Year ended

March 31,2015

Period fromApril 1, 2013 to

December 8,2013

Period fromDecember 9,

2013 to March 31,

2014

UnauditedPro Forma

period ended

March 31, 2014

EBITDA 75,578 55,009 46,870 30,063 23,609 (17,714) 14,329 Adjusted EBITDA 92,443 61,913 54,307 37,191 23,984 (8,113) 15,870 Adjusted EBITDA Margin 26.2% 24.9% 18.7% 17.0% 17.8% (47.0)% 10.4% Adjusted Net Income 58,851 38,520 30,122 21,374 15,554 (7,691) 5,799 Constant Currency Revenue 358,147 233,325 273,410 211,361 — — —

Management uses these non-IFRS financial measures (other than Constant Currency Revenue) to exclude the impact of certain expenses and income thatmanagement does not believe are reflective of the company’s underlying operating performance and make comparisons of underlying financial performancebetween periods difficult. From time to time, the company may exclude additional items if it believes doing so would result in a more effective analysis ofunderlying operating performance.

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income are financial measures that are not defined under IFRS. We use these non-IFRS financial measures, and believe they enhance an investor’s understanding of our financial and operating performance from period to period, because theyexclude certain material non-cash items and certain other adjustments we believe are not reflective of our ongoing operations and our performance. In particular,following the Acquisition, we have made changes to our legal and operating structure to better position our organization to achieve our strategic growth objectiveswhich have resulted in outflows of economic resources. Accordingly, we use these metrics to measure our core financial and operating performance for businessplanning purposes and as a component in the determination of incentive compensation for salaried employees. In addition, we believe EBITDA, AdjustedEBITDA, Adjusted EBITDA Margin and Adjusted Net Income are measures commonly used by investors to evaluate companies in the apparel industry. However,they are not presentations made in accordance with IFRS and the use of the terms EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted NetIncome vary from others in our industry. These financial measures are not intended to represent and should not be considered as alternatives to net income,operating income or any other performance measures derived in accordance with IFRS as measures of operating performance or operating cash flows or asmeasures of liquidity.

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income have important limitations as analytical tools and you should not consider themin isolation or as substitutes for analysis of our results as reported under IFRS. For example, these financial measures:

• exclude certain tax payments that may reduce cash available to us;

• do not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future;

• do not reflect changes in, or cash requirements for, our working capital needs;

• do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; and

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• other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.

The tables below illustrate a reconciliation of net income to EBITDA, Adjusted EBITDA and Adjusted Net Income for the periods presented:

CAD$000s

Nine months endedDecember 31,

2016

Nine months endedDecember 31,

2015 Year ended

March 31, 2016

Year endedMarch 31,

2015

Period fromApril 1, 2013 to

December 8,2013

Period fromDecember 9,

2013 to March 31,

2014

Unaudited Pro Forma Period

ended March 31,2014 (l)

Net income (loss) $ 45,071 $ 35,687 $ 26,485 $ 14,425 $ 15,278 $ (15,477) $ 3,023 Addtheimpactof: Income tax expense (recovery) 15,416 8,662 6,473 4,707 5,550 (5,054) 1,024 Interest expense 8,620 6,017 7,996 7,537 1,815 1,788 7,136 Depreciation and amortization 6,471 4,643 5,916 3,394 966 1,029 3,146

EBITDA 75,578 55,009 46,870 30,063 23,609 (17,714) 14,329 Addtheimpactof: Bain Capital management fees (a) 1,560 647 1,092 894 — 277 539 Transaction costs (b) 5,624 8 299 — — 5,791 Purchase accounting adjustments (c) — — 2,861 — 2,906 Unrealized (gain)/loss on derivatives (d) 4,422 — (4,422) (138) — — — Unrealized foreign exchange loss on term loan (e) 1,561 — — — — — — International restructuring costs (f) 175 2,877 6,879 1,038 — — — Share-based compensation (g) 2,536 375 500 300 — — — Agent terminations and other (h) — 2,997 3,089 2,173 375 627 1,002 Non-cash rent expense (i) 987 — — —

Adjusted EBITDA $ 92,443 $ 61,913 $ 54,307 $ 37,191 $ 23,984 $ (8,113) $ 15,870

CAD$000s

Nine months endedDecember 31,

2016

Nine months endedDecember 31,

2015 Year ended

March 31, 2016

Year endedMarch 31,

2015

Period fromApril 1, 2013 to

December 8,2013

Period fromDecember 9,

2013 to March 31,

2014

Unaudited Pro Forma Period

ended March 31,2014 (l)

Net income (loss) $ 45,071 $ 35,687 $ 26,485 $ 14,425 $ 15,278 $ (15,477) $ 3,023 Addtheimpactof: Bain Capital management fees (a) 1,560 647 1,092 894 — 277 539 Transaction costs (b) 5,624 8 299 — — 5,791 — Purchase accounting adjustments (c) — — — 2,861 — 2,906 — Unrealized (gain)/loss on derivatives (d) 4,422 — (4,422) (138) — — — Unrealized foreign exchange loss on term loan (e) 1,561 — — — — — — International restructuring costs (f) 175 2,877 6,879 1,038 — — — Share-based compensation (g) 2,536 375 500 300 — — — Agent terminations and other (h) — 2,997 3,089 2,173 375 627 1,002 Non-cash rent expense(i) 987 — — — — — — Amortization on intangible assets acquired by Bain Capital (j) 1,632 1,632 2,175 2,175 — 725 2,175

Total adjustments 18,497 8,536 9,612 9,303 375 10,326 3,716 Tax effect of adjustments (4,717) (2,159) (2,431) (2,354) (99) (2,540) (940) Tax effect of one-time intercompany transaction (k) — (3,544) (3,544) — — — —

Adjusted Net income (loss) $ 58,851 $ 38,520 $ 30,122 $ 21,374 $ 15,554 $ (7,691) $ 5,799

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(a) Represents the amount paid pursuant to the management agreement with Bain Capital for ongoing consulting and other services. In connection with thisoffering, the management agreement will be terminated, and Bain Capital will no longer receive management fees from us. See “Certain Relationships andRelated Party Transactions—Management Agreement.”

(b) In connection with the Acquisition and the filing of this prospectus, the company incurred expenses related to professional fees, consulting, legal, andaccounting that would otherwise not have been incurred and were directly related to these two matters. These fees are not indicative of the company’songoing costs and we expect they will discontinue following the completion of this offering.

(c) In connection with the Acquisition, we recognized acquired inventory at fair value, which included a mark-up for profit. Recording inventory at fair value inpurchase accounting had the effect of increasing inventory and thereby increasing the cost of sales in subsequent periods as compared to the amounts wewould have recognized if the inventory was sold through at cost. The write-up of acquired inventory sold represents the incremental cost of sales that wasrecognized as a result of purchase accounting. This inventory was sold in fiscal 2014 and fiscal 2015 and has impacted net income in both periods.

(d) Represents unrealized gains on foreign exchange forward contracts recorded in fiscal 2016 that relate to fiscal 2017. We manage our exposure to foreigncurrency risk by entering into foreign exchange forward contracts. Management forecasts its net cash flows in foreign currency using expected revenue fromorders it receives for future periods. The unrealized gains and losses on these contracts are recognized in net income from the date of inception of thecontract, while the cash flows to which the derivatives related are not realized until the contract settles. Management believes that reflecting theseadjustments in the period in which the net cash flows will occur is more appropriate.

(e) Represents non-cash charge for unrealized losses on the translation of the Term Loan Facility from USD to CAD$.(f) Represents expenses incurred to establish our European headquarters in Zug, Switzerland, including closing several smaller offices across Europe, relocating

personnel, and incurring temporary office costs.(g) Represents non-cash share-based compensation expense. Adjustments in fiscal 2017 reflect management’s estimate that certain tranches of outstanding

option awards will vest.(h) Represents accrued expenses related to termination payments to be made to our third party sales agents. As part of a strategy to transition certain sales

functions in-house, we terminated the majority of our third party sales agents and certain distributors, primarily during fiscal 2015 and 2016, which resultedin indemnities and other termination payments. As sales agents have now largely been eliminated from the sales structure, management does not expect thesecharges to recur in future fiscal periods.

(i) Represents non-cash amortization charges during pre-opening periods for new store leases.(j) As a result of the Acquisition, the company recognized an intangible asset for customer lists in the amount of $8.7 million, which has a useful life of four

years.(k) During fiscal 2016, we entered into a series of transactions whereby our wholly-owned subsidiary, Canada Goose International AG, acquired the global

distribution rights to our products. As a result, there was a one-time tax benefit of $3.5 million recorded during the year.(l) See “—Basis of Presentation” for a presentation of our Unaudited Pro Forma Combined Supplemental Financial Information for the year ended March 31,

2014.

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Constant Currency Revenue. Because we are a global company, the comparability of our revenue reported in Canadian Dollars is also affected by foreigncurrency exchange rate fluctuations because the underlying currencies in which we transact change in value over time compared to the Canadian Dollar. These ratefluctuations can have a significant effect on our reported results. As such, in addition to financial measures prepared in accordance with IFRS, our revenuediscussions often contain references to constant currency measures, which are calculated by translating the current year and prior year reported amounts intocomparable amounts using a single foreign exchange rate for each currency calculated based on the average exchange rate over the period as measured by the Bankof Canada. We present constant currency financial information, which is a non-IFRS financial measure, as a supplement to our reported operating results. We useconstant currency information to provide a framework to assess how our business segments performed excluding the effects of foreign currency exchange ratefluctuations. We believe this information is useful to investors to facilitate comparisons of operating results and better identify trends in our businesses. CAD$000s Actual In Constant Currency Revenue % Change % Change

For the fiscal years ended March 31: 2016 2015 2016

290,830 218,414 33.2% 273,410 25.2%

2015 2014* 2015

218,414 152,085 43.6% 211,361 39.0%

For the nine months ended December 31: 2016 2015 2016

352,681 248,909 41.7% 358,147 43.9%

2015 2014 2015

248,909 199,636 24.7% 233,325 16.9%

For the three months ended December 31: 2016 2015 2016

209,051 115,504 81.0% 214,621 85.8%

2015 2014 2015

115,504 82,258 40.4% 108,238 31.6%

* Unaudited pro forma combined year ended March 31, 2014.

Financial Condition, Liquidity and Capital Resources

Overview Successor Predecessor

CAD$000s

Nine months ended

December 31,2016

Nine months ended

December 31,2015

Year ended

March 31,2016

Year ended

March 31, 2015

Period from December 9,

2013 to March 31,

2014

Period from April 1, 2013 to

December 8, 2013

Total cash provided by (used in): Operating activities 36,704 (9,946) (6,442) 4,960 (11,593) 15,202 Investing activities (21,762) (20,017) (21,842) (7,263) (149,431) (6,361) Financing activities 8,012 47,638 29,592 4,951 164,294 (5,715) Increase (decrease) in cash 22,954 17,675 1,308 2,648 3,270 3,126 Cash, end of period 30,180 23,593 7,226 5,918 3,270 4,477

Our primary need for liquidity is to fund working capital requirements of our business, capital expenditures, debt service and for general corporate purposes. Ourprimary source of liquidity is funds generated by operating activities. We also use our asset based Revolving Facility as a source of liquidity for short-term workingcapital needs and general corporate purposes. Our ability to fund our operations, to make planned capital expenditures,

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to make scheduled debt payments and to repay or refinance indebtedness depends on our future operating performance and cash flows, which are subject toprevailing economic conditions and financial, business and other factors, some of which are beyond our control. Cash generated from operations are significantlyimpacted by the seasonality of our business, with a disproportionate amount of our operating cash generally coming in the second and third fiscal quarters of eachyear. As a result, historically, we have had higher balances under our revolving credit facilities in the first and fourth quarters and lower balances in the second andthird quarters.

As of December 31, 2016, we had $30.2 million of cash and $144.5 million of working capital, which is current assets minus current liabilities, compared with$7.2 million of cash and $104.8 million of working capital as of March 31, 2016. The $39.7 million increase in our working capital was primarily due to a $23.0million increase in cash, a $71.5 million increase in accounts receivable, primarily offset by a $22.8 million decrease in inventory, a $25.8 million increase inaccounts payable and accrued liabilities and a $9.3 million increase in provisions. Working capital is significantly impacted by the seasonal trends of our businessand has been further impacted in the current quarters by the opening of our retail stores.

We expect that our cash on hand and cash flows from operations, along with our Revolving Facility, will be adequate to meet our capital requirements andoperational needs for the next 12 months.

Cash Flows

Cashflowsfromoperatingactivities

Cash flows generated in operating activities increased from $9.9 million used in the nine months ended December 31, 2015 to $36.7 million generated from thenine months ended December 31, 2016. This period-over-period increase in cash generated from operating activities of $46.7 million was primarily due to anincrease in net income of $9.4 million and a $38.0 million lower use of cash in working capital items, including differences in timing of payments on accountspayable and accrued liabilities in the comparable periods and seasonal decrease in inventory partially offset by lower payments of provisions and other currentassets in the current period and higher income tax installments of $13.7 million due to higher taxable income.

Cash used in operating activities was $6.4 million in fiscal 2016 compared to cash flows provided by operating activities of $5.0 million in fiscal 2015. The year-over-year decrease of $11.4 million in cash inflows was primarily due to an increase in inventory of $49.7 million as a result of preparation for the launch of our e-commerce store in the United States, partially offset by an increase in net income of $12.1 million, as well as increases in accounts payable and accrued liabilities.

Cash provided by operating activities was $5.0 million in fiscal 2015 compared to cash flows used in operating activities of $11.6 million during the period fromDecember 9, 2013 to March 31, 2014 and cash provided by operating activities of $15.2 million during the period from April 1, 2013 to December 8, 2013. Theperiod-over-period increase in cash inflows was primarily due to an increase in net income, partially offset by increases in accounts receivable of $9.2 million andincreases in inventory of $10.6 million due to higher sales volumes.

Cashflowsfrominvestingactivities

The year-over-year increase in cash outflows from investing activities during the nine months ended December 31, 2016 of $1.7 million was primarily due toincreased activity in the DTC channel as the company prepared for retail store openings in Toronto and New York City and opened e-commerce sites in the UnitedKingdom and France. Investments in the comparable period in fiscal 2016 consisted of expenditures related to operating capacity at our manufacturing facilities.We anticipate that these investments will remain consistent as a percentage of revenue as we expand our DTC channel.

The year-over-year increase in cash outflows of $14.6 million in fiscal 2016 compared to fiscal 2015 was primarily due to increased investments in property andequipment to increase production capacity and in retail store and e-commerce assets, as well as investments in intangible assets related to ERP software.

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The year-over-year decrease in cash outflows of $142.2 million in fiscal 2015 compared to the Unaudited Pro Forma Combined 2014 Period was primarily due tooutflows related to the Acquisition.

Cashflowsfromfinancingactivities

Cash inflows from financing activities decreased by $39.6 million year-over-year in the nine months ended December 31, 2016. The higher level of cash flowsfrom financing activities in the period ended December 31, 2015 results from the seasonal increase in the revolving credit facility, net of contractual quarterlyrepayments. In the nine month period ended December 31, 2016, the $212.5 million net proceeds from the Term Loan were used to repay subordinated debt andredeem shareholders’ equity, for a net increase in cash of $8.0 million.

The $24.6 million increase in fiscal 2016 compared to fiscal 2015 was primarily driven by an increase in borrowings under our credit facility used to financeworking capital.

The year-over-year decrease in cash inflows of $159.3 million in fiscal 2015 compared to the period from December 9, 2013 to March 31, 2014 was primarily dueto the proceeds from Bain Capital’s initial investment in the company in exchange for subordinated debt and Class A Senior Preferred Shares for the purpose of theAcquisition.

Indebtedness

Revolving Facility

On June 3, 2016, Canada Goose Holdings Inc. and its wholly-owned subsidiaries, Canada Goose Inc. and Canada Goose International AG, entered into a seniorsecured asset-based revolving credit facility, which we refer to as the Revolving Facility, with Canadian Imperial Bank of Commerce, as administrative agent, andcertain financial institutions as lenders, which matures in 2021. The Revolving Facility has commitments of $150.0 million with a seasonal increase of up to$200.0 million during peak season (June 1 through November 30). In addition, the Revolving Facility includes a letter of credit sub-facility of $25.0 million. Allobligations under the Revolving Facility are unconditionally guaranteed by Canada Goose Holdings Inc. and, subject to certain exceptions, our U.S., Swiss, U.K.and Canadian subsidiaries. The Revolving Facility provides for customary events of default.

Loans under the Revolving Facility, at our option may be maintained from time to time as (a) Prime Rate Loans, which bear interest at a rate per annum equal tothe Applicable Margin for Prime Rate Loans plus the Prime Rate, (b) Banker’s Acceptances funded on a discounted proceeds basis given the published discountrate plus a rate per annum equal to the Applicable Margin for stamping fees, (c) ABR Loans, which bear interest at a rate per annum equal to the Applicable Marginfor ABR Loans plus the ABR, (d) European Base Rate Loans, which bear interest at a rate per annum equal to the Applicable Margin for European Base RateLoans plus the European Base Rate, (e) LIBOR Loans, which bear interest at a rate per annum equal to the Applicable Margin for LIBOR Loans plus the LIBORate or (f) EURIBOR Loans, which bear interest at a rate per annum equal to the Applicable Margin for EURIBOR Loans plus the applicable EURIBOR.

A commitment fee will be charged on the average daily unused portion of the Revolving Facility of 0.25% per annum if average utilization under the RevolvingFacility is greater than 50% or 0.375% if average utilization under the Revolving Facility is less than 50%. A letter of credit fee, with respect to standby letters ofcredit will accrue on the aggregate face amount of outstanding letters of credit under the Revolving Facility equal to the Applicable Margin for LIBOR Loans, and,with respect to trade or commercial letters of credit, 50% of the then applicable Applicable Margin on LIBOR Loans. A fronting fee will be charged on theaggregate face amount of outstanding letters of credit equal to 0.125% per annum. In addition, we pay the administrative agent under the Revolving Facility amonitoring fee of $1,000 per month.

As of December 31, 2016 we had $59.8 million outstanding under the Revolving Facility. Amounts under the Revolving Facility may be borrowed, repaid and re-borrowed to fund our general corporate purposes and are

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available in Canadian dollars, U.S. dollars, and Euros and, subject to an aggregate cap of $40.0 million, such other currencies as are approved in accordance withthe credit agreement governing the Revolving Facility.

Term Loan Facility

General

On December 2, 2016, which is referred to as the Term Loan Closing Date, in connection with the Recapitalization, Canada Goose Holdings Inc. and CanadaGoose Inc. (the “Borrower”) entered into a senior secured term loan facility which we refer to as the Term Loan Facility, with Credit Suisse AG, Cayman IslandsBranch, as administrative agent and collateral agent, and certain financial institutions as lenders, which matures in 2021. All obligations under the Term LoanFacility are unconditionally guaranteed by Canada Goose Holdings Inc. and, subject to certain exceptions, our U.S., U.K. and Canadian subsidiaries. The TermLoan Facility provides for customary events of default.

The initial interest rate on the term loans outstanding under the Term Loan Facility is the LIBOR Rate (subject to a minimum rate of 1.00% per annum) plus anApplicable Margin of 5.00%. The term loans can also be maintained as ABR Loans which bear interest at ABR plus an Applicable Margin which is 1.00% less thanthat for LIBOR loans. Effective on the first day immediately following the 180-day anniversary of the Term Loan Closing Date and, the last day of each three-month period thereafter, the Applicable Margin shall increase by 0.50%, if, upon the completion of this offering and after giving effect to the prepayment of termloans under the Term Loan Facility with the net cash proceeds from this offering, the Borrower’s consolidated total net leverage ratio is not equal to or less than2.50 to 1.00; provided, however, that the Applicable Margin shall not, at any time, exceed for term loans that are LIBOR Loans, 7.00%, and for Initial Term Loansthat are ABR Loans, 6.00%. If upon the completion of this offering (or any other underwritten primary public offering of common equity by the Borrower or anydirect or indirect parent thereof) and after giving effect to the prepayment of term loans under the Term Loan Facility with the net cash proceeds from this offering,the Borrower has a consolidated total net leverage ratio of less than or equal to 2.50 to 1.00, the Applicable Margin then in effect shall be permanently reduced by1.00%. We have not yet determined what the consolidated total net leverage ratio of the Borrower will be following the completion of this offering.

The proceeds of the term loans borrowed under the Term Loan Facility were used to effect the steps described in this prospectus under “The Recapitalization,” topay transaction expenses in connection with the closing of the Term Loan Facility and for other general corporate purposes.

As of December 31, 2016 we had approximately $218.3 million aggregate principal amount of term loans outstanding under the Term Loan Facility. Amountsprepaid or repaid under the Term Loan Facility may not be re-borrowed.

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Contractual Obligations

The following table summarizes certain of our significant contractual obligations and other obligations as at December 31, 2016: CAD $000s Q4 2017 FY2018 FY2019 FY2020 FY2021 Thereafter Total Revolving facility — — — — 59,825 — 59,825 Term loan — 2,183 2,183 2,183 2,183 209,566 218,298 Interest commitments relating to long-term debt 4,907 14,687 14,556 14,425 13,069 8,383 70,027 Accounts payable and accrued liabilities 64,242 — — — — — 64,242 Foreign exchange forward contracts 31,009 — — — — — 31,009 Operating leases 2,414 10,154 10,448 10,386 10,646 52,259 96,307 Other long-term liability — — — — — 1,059 1,059

Total contractual obligations 102,572 27,024 27,187 26,994 85,723 271,267 540,767

As at December 31, 2016, the company had additional long term liabilities which included provisions, including warranty, agent termination fees, sales returns, andasset retirement obligation, and deferred income tax liabilities. These long term liabilities have not been included in the table above as the timing and amount offuture payments are uncertain.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to certain market risks arising from transactions in the normal course of our business. Such risk is principally associated with foreign exchange.

Foreign currency exchange risk

Our consolidated financial statements are expressed in Canadian dollars, however a portion of the company’s net assets are denominated in U.S. dollars, Euro,GBP, SEK, and CHF, through its foreign operations in the U.S. and Switzerland. The net monetary assets are translated into Canadian dollars at the foreigncurrency exchange rate in effect at the balance sheet date. As a result, we are exposed to foreign currency translation gains and losses. Revenues and expenses of allforeign operations are translated into Canadian dollars at the foreign currency exchange rates that approximate the rates in effect at the dates when such items arerecognized. Appreciating foreign currencies relative to the Canadian dollar will positively impact operating income and net earnings by increasing our revenue,while depreciating foreign currencies relative to the Canadian dollar will have the opposite impact.

We are also exposed to fluctuations in the prices of U.S. dollar denominated purchases as a result of changes in U.S. dollar exchange rates. A depreciatingCanadian dollar relative to the U.S. dollar will negatively impact operating income and net earnings by increasing our costs of raw materials, while an appreciatingCanadian dollar relative to the U.S. dollar will have the opposite impact. During the nine months ended December 31, 2016 and fiscal 2016, 2015, and 2014 weentered into derivative instruments in the form of forward contracts to manage the majority of our current and anticipated exposure to fluctuations in U.S. dollar,GBP, Euro, and CHF exchange rates.

Amounts borrowed under the Term Loan Facility are denominated in U.S. dollars. Based on our outstanding balance of $218.3 million under the Term LoanFacility as of December 31, 2016, a 10% depreciation in the value of the Canadian dollar compared to the U.S. dollar would result in a decrease in our net income(loss) of $21.8 million solely as a result of that exchange rate fluctuation’s effect on such debt. We intend to use the proceeds from this offering to repay a portionof the Term Loan Facility. In addition we intend to use foreign currency hedging contracts to reduce the foreign currency exchange risk due to such debt.

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We may enter into foreign currency forward exchange contracts and options to reduce fluctuations in our long or short currency positions relating primarily topurchase commitments, raw materials and finished goods denominated in foreign currencies.

A summary of foreign currency forward exchange contracts and the corresponding amounts as at December 31, 2016 contracted forward rates is as follows: ($000s)

ContractAmount

PrimaryCurrencies

Forward exchange contract to purchase currency CHF 1,000 Swiss FrancsForward exchange contract to sell currency

US$11,500€5,000£4,500

US dollarsEurosPounds Sterling

Interest rate risk

We are exposed to interest rate risk primarily related to the effect of interest rate changes on borrowings outstanding under our Revolving Facility and Term Loan.As of December 31, 2016, we had $59.8 million outstanding under our Revolving Facility with a weighted average interest rate of 2.73% and Term Loan debt of$218.3 million which was advanced on December 2, 2016, and currently bears interest at 6.00%. Based on the outstanding borrowings under the Revolving Facilityduring Fiscal 2016, we estimate that a 1.00% increase in the average interest rate on our borrowings would have increased interest expense by $0.9 million in thenine months ended December 31, 2016. Correspondingly, a 1.00% increase in the Term Loan rate would have increased interest expense by an additional $0.2million. The impact on future interest expense as a result of future changes in interest rates will depend largely on the gross amount of our borrowings at that time.

Critical Accounting Policies and Estimates

Our consolidated financial statements included elsewhere in this prospectus have been prepared in accordance with IFRS. The preparation of our financialstatements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We base our estimates onhistorical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates underdifferent assumptions or conditions. While our significant accounting policies are more fully described in the notes to our consolidated financial statementsincluded elsewhere in this prospectus, we believe that the following accounting policies and estimates are critical to our business operations and understanding ourfinancial results.

The following are the accounting policies subject to judgments and key sources of estimation uncertainty that the company believes could have the most significantimpact on the amounts recognized in the consolidated financial statements.

Revenuerecognition.Wholesale revenue from the sale of goods to third party resellers, net of an estimated allowance for sales returns, is recognized when thesignificant risks and rewards of ownership of the goods have passed to the reseller, which is as soon as the products have been shipped to the reseller and there is nocontinuing management involvement or obligation affecting the acceptance of the goods. Revenue through e-commerce operations and retail stores are recognizedupon delivery of the goods to the customer and when collection is reasonably assured, net of an estimated allowance for sales returns. Management bases itsestimates on historical results, taking into consideration the type of customer, transaction, and specifics of each arrangement.

Inventories.Inventories are carried at the lower of cost and net realizable value which requires the company to utilize estimates related to fluctuations inobsolescence, shrinkage, future retail prices, seasonality and costs necessary to sell the inventory.

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We periodically review our inventories and make provisions as necessary to appropriately value obsolete or damaged goods. In addition, as part of inventoryvaluations, we accrue for inventory shrinkage for lost or stolen items based on historical trends from actual physical inventory counts.

Impairmentofnon-financialassets(goodwill,intangibleassets,andpropertyandequipment).Management is required to use judgment in determining thegrouping of assets to identify their cash generating units (“CGU”) for the purposes of testing fixed assets for impairment. Judgment is further required to determineappropriate groupings of CGUs for the level at which goodwill and intangible assets are tested for impairment. For the purpose of goodwill and intangible assetsimpairment testing, CGUs are grouped at the lowest level at which goodwill and intangible assets are monitored for internal management purposes. In addition,judgment is used to determine whether a triggering event has occurred requiring an impairment test to be completed.

In determining the recoverable amount of a CGU or a group of CGUs, various estimates are employed. The company determines value in use by using estimatesincluding projected future revenues, earnings and capital investment consistent with strategic plans presented to the Board. Discount rates are consistent withexternal industry information reflecting the risk associated with the specific cash flows.

Incomeandothertaxes.Current and deferred income taxes are recognized in the consolidated statements income (loss) and comprehensive income (loss), exceptwhen it relates to a business combination, or items recognized in equity or in other comprehensive income. Application of judgment is required regarding theclassification of transactions and in assessing probable outcomes of claimed deductions including expectations about future operating results, the timing andreversal of temporary differences and possible audits of income tax and other tax filings by the tax authorities in the various jurisdictions in which the companyoperates.

Functionalcurrency.Items included in the consolidated financial statements of the company’s subsidiaries are measured using the currency of the primaryeconomic environment in which each entity operates (the functional currency). The consolidated financial statements are presented in Canadian dollars, which isthe company’s functional currency and the presentation currency.

Financialinstruments.Financial assets and financial liabilities are recognized when the company becomes a party to the contractual provisions of the financialinstrument. Financial assets and financial liabilities are initially measured at fair value. The critical assumptions and estimates used in determining the fair value offinancial instruments are: equity prices; future interest rates; the relative creditworthiness of the Company to its counterparties; estimated future cash flows;discount rates; and volatility utilized in option valuations.

The company enters into financial instruments with highly-rated creditworthy institutions and instruments with liquid markets and readily-available pricinginformation.

Share-basedpayments are valued based on the grant date fair value of these awards and the company records compensation expense over the correspondingservice period. The fair value of the share-based payments is determined using the Monte Carlo model, which incorporates the Board’s best estimate of the fairvalue of our common equity, which incorporate management’s discounted cash flow estimates and other market assumptions. Following the Acquisition, weadopted our Stock Option Plan, which allows stock options to be granted to selected executives with vesting contingent upon meeting the service, performancegoals and exit event conditions of the Plan. There are three types of stock options: Tranche A options are time based which generally vest over 5 years of service,with 40% on the second anniversary, and 20% on each of the third, fourth, and fifth anniversary. Tranche B and Tranche C options are performance based awardsthat vest upon attainment of performance conditions and the occurrence of an exit event. The expense related to the Tranche B and Tranche C options is recognizedrateably over the requisite service period, provided it is probable that the vesting conditions will be achieved and the occurrence of such exit event, such as ourinitial public offering, is probable. Following our initial public offering, we expect that the grant date fair value of these awards to be based upon the closing priceof our subordinate voting shares on the grant date.

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Warranty.The critical assumptions and estimates used in determining the warranty provision at the balance sheet date are: number of jackets expected to requirerepair or replacement; proportion to be repaired versus replaced; period in which the warranty claim is expected to occur; cost of repair; cost of jacket replacement;risk-free rate used to discount the provision to present value. We update our inputs to this estimate on a quarterly basis to ensure the provision reflects the mostcurrent information regarding our products.

Tradereceivables.The company does not have any customers which account for more than 10% of sales or accounts receivable. We make ongoing estimatesrelating to the ability to collect our accounts receivable and maintain an allowance for estimated losses resulting from the inability of our customers to makerequired payments. In determining the amount of the allowance, we consider our historical level of credit losses and make judgments about the creditworthiness ofsignificant customers based on ongoing credit evaluations. Credit risk arises from the possibility that certain parties will be unable to discharge their obligations. Tomitigate this risk, management has entered into an agreement with a third party who has insured the risk of loss for up to 90% of accounts receivable from certaindesignated customers based on a total deductible of $50,000. Since we cannot predict future changes in the financial stability of our customers, actual future lossesfrom uncollectible accounts may differ from our estimates. If the financial condition of our customers were to deteriorate, resulting in their inability to makepayments, a larger allowance might be required. In the event we determine that a smaller or larger allowance is appropriate, we would record a credit or a charge toselling, general and administrative expense in the period in which such a determination is made.

Internal Control Over Financial Reporting

We have identified material weaknesses in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, ininternal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim consolidatedfinancial statements may not be prevented or detected on a timely basis.

We did not have in place an effective control environment with formal processes and procedures or an adequate number of accounting personnel with theappropriate technical training in, and experience with, IFRS to allow for a detailed review of complex accounting transactions that would identify errors in a timelymanner, including inventory costing and business combinations. We did not design or maintain effective controls over the financial statement close and reportingprocess in order to ensure the accurate and timely preparation of financial statements in accordance with IFRS. In addition, information technology controls,including end user and privileged access rights and appropriate segregation of duties, including for certain users the ability to create and post journal entries, werenot designed or operating effectively.

We have taken steps to address these material weaknesses and continue to implement our remediation plan, which we believe will address their underlying causes.We have engaged external advisors to provide assistance in the areas of information technology, internal controls over financial reporting, and financial accountingin the short term and to evaluate and document the design and operating effectiveness of our internal controls and assist with the remediation and implementation ofour internal controls as required. We are evaluating the longer term resource needs of our various financial functions. These remediation measures may be timeconsuming, costly, and might place significant demands on our financial and operational resources. Although we have made enhancements to our controlprocedures in this area, the material weaknesses will not be remediated until the necessary controls have been implemented and are operating effectively. We donot know the specific time frame needed to fully remediate the material weaknesses identified. See “Risk Factors.”

Standards issued but not yet effective

Certain new standards, amendments, and interpretations to existing IFRS standards have been published but are not yet effective and have not been adopted earlyby the company. Management anticipates that all of the pronouncements will be adopted in the company’s accounting policy for the first period beginning after the

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effective date of the pronouncement. Information on new standards, amendments, and interpretations are provided below.

In 2016, the IASB issued IFRS 16, “Leases” (“IFRS 16”), replacing IAS 17, “Leases” and related interpretations. The standard introduces a single on-statement offinancial position recognition and measurement model for lessees, eliminating the distinction between operating and finance leases. Lessors continue to classifyleases as finance and operating leases. IFRS 16 becomes effective for annual periods beginning on or after January 1, 2019, and is to be applied retrospectively.Early adoption is permitted if IFRS 15, “Revenue from Contracts with Customers” (“IFRS 15”) has been adopted. The company is currently assessing the impact ofthe new standard on its consolidated financial statements.

In 2014, the IASB issued IFRS 15, replacing IAS 18, “Revenue”, IAS 11, “Construction Contracts”, and related interpretations. The new standard provides acomprehensive framework for the recognition, measurement and disclosure of revenue from contracts with customers, excluding contracts within the scope of theaccounting standards on leases, insurance contracts and financial instruments. IFRS 15 becomes effective for annual periods beginning on or after January 1, 2018,and is to be applied retrospectively. Early adoption is permitted. The company is currently assessing the impact of the new standard on its consolidated financialstatements.

In July 2014, the IASB issued the final version of IFRS 9, which reflects all phases of the financial instruments project and replaces IAS 39, “FinancialInstruments: Recognition and Measurement,” and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement,impairment, and hedge accounting. IFRS 9 is mandatorily effective for annual periods beginning on or after January 1, 2018. Early adoption is permitted. Thecompany is currently assessing the impact of the new standard on its consolidated financial statements.

Amendments to IAS 7, Statement of Cash Flows (“IAS 7”) were issued by the IASB in January 2016. The amendment clarifies that entities shall providedisclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities. The amendment to IAS 7 is effective forannual periods beginning on or after January 1, 2017. The company is currently assessing the impact of the new standard on its consolidated financial statements.

In January 2016, the International Accounting Standards Board (IASB) issued amendments to clarify the requirements for recognizing deferred tax assets onunrealized losses. The amendments clarify the accounting for deferred tax where an asset is measured at fair value and that fair value is below the asset’s tax base.They also clarify certain other aspects of accounting for deferred tax assets. The amendments are effective for the year beginning on or after January 1, 2017. Thecompany is currently assessing the impact of these amendments on its financial statements.

In June 2016, the IASB issued an amendment to IFRS 2, Share-based Payment, clarifying the accounting for certain types of share-based payment transactions. Theamendments provide requirements on accounting for the effects of vesting and non-vesting conditions of cash-settled share-based payments, withholding taxobligations for share-based payments with a net settlement feature, and when a modification to the terms of a share-based payment changes the classification of thetransaction from cash-settled to equity-settled. The amendments are effective for the year beginning on or after January 1, 2018. The company is currentlyassessing the impact of this amendment on its financial statements.

Amendments to IAS 1, Presentation of Financial Statements (“IAS 1”) were issued by the IASB in December 2014. The amendments clarify principles for thepresentation and materiality considerations for the financial statements and notes to improve understandability and comparability. The amendments to IAS 1 areeffective for annual periods beginning on or after January 1, 2016. The company is evaluating the impact of this standard on its consolidated financial statements.

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JOBS Act

We will not take advantage of the extended transition period provided under Section 7(a)(2)(B) of the Securities Act for complying with new or revised accountingstandards. Because IFRS standards make no distinction between public and private companies for purposes of compliance with new or revised accountingstandards, the requirements for our compliance as a private company and as a public company are the same.

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To our Shareholders,

When my grandfather started this company 60 years ago, I don’t know if he ever dreamed that this is where we would be today, but I am sure he would be proud.That pride has been a cornerstone throughout three generations of Canada Goose and, today, I am both humbled and excited to be writing this letter.

I believe Canada Goose is a brand like no other.

Since 1957, we have gone against the grain, stayed true to who we are and surpassed our expectations at almost every turn. We have turned business challenges intoleadership opportunities and intuition into insight, invested heavily when others only chased margins and we have demonstrated that ‘doing good’ is good forbusiness. In a world of fabricated stories, we have given people something real to experience.

For three generations, Canada Goose has helped people from all corners of the globe embrace the elements and make their adventures possible. We outfitted LaurieSkreslet, the first Canadian to summit Mount Everest in 1982, and helped a former two-packs-a-day smoker, Ray Zahab, break the world speed record for anunsupported expedition by a team to the South Pole. We helped a nurse who was plunged into the icy waters of Hudson Bay keep her core temperature warmenough to keep her heart beating. We helped Lance Mackey, champion dog-musher and cancer survivor, stay warm as he won the Iditarod and Yukon Quest, twoyears in a row. We help protect First Air crews from the elements when they’re flying north of 60-degrees and we help researchers in Antarctica and Polar BearsInternational scientists work outside for hours in freezing temperatures. And along the way we have found a home in urban centres too. We’ve brought the samefunction, quality and craftsmanship into great cities around the world including Toronto, New York, London, Paris, Tokyo and many others in between.

In doing so, we have played a leading role in the creation of a new category, premium outerwear, and established Canada Goose as an iconic brand. We have alsoinvented new technologies, challenged traditional thinking, sold into leading retailers around the world and opened experiential stores of our own. We have madeaward-winning products and award-winning marketing campaigns, been embraced by world-renowned artists, athletes and adventurers, helped reinvigorate thedeclining apparel industry in Canada by creating thousands of jobs and played the role of ambassador for our country internationally. In the process, we’ve becomea brand to watch and one that other companies try to emulate — an authentic leader on a global stage.

Authenticity is everything to us. It is woven into every aspect of our business from how we design and build our products to how we engage with our customers.That commitment does not come without its challenges, but we believe it is the only way for us to build an enduring brand that will continue for generations.

Far from this company’s humble beginnings, we now proudly sell in 36 countries. Today, Canada Goose is a brand that is known around the world. We are proudto be a champion of Made-in-Canada manufacturing and export the brand of Canada around the world. We believe that Canada Goose is good for Canada and forthe world.

Fueled by strong performance, a bold vision that’s underpinned by world-class talent who have experience garnered from some of the world’s best brands, arelentless focus on execution and an inspiring culture, I believe we have an extraordinary opportunity ahead. We have all the right pieces in place to build thiscompany to be the enduring legacy I know it can be.

But we will be careful. We are not interested in trading short term revenue opportunities for bad long term business decisions. We are focused on building anenduring brand, a legacy for our employees and our country and long-term value for our shareholders. We have been careful stewards of this brand for 60 years andwe will do the same as a publicly-traded company in the years ahead.

That may mean we won’t always choose the obvious path or do what traditional thinking would dictate. We would not be where we are today if we had done whateveryone else was doing or what was easy. We have taken risks that we believed in and we have succeeded in doing so. We intend to continue on our path ofswimming upstream. It’s certainly more challenging, but more fun — and more rewarding.

We are on a remarkable journey, one that I feel incredibly privileged to lead and one that I hope you will be proud to be a part of. This is your invitation.

Dani Reiss, C.M.President & CEO

250 BOWIE AVENUE • TORONTO, ONTARIO • M6E 4Y2 • CANADA

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Business

Canada Goose

Founded 60 years ago in a small Toronto warehouse, Canada Goose has grown into a highly coveted global outerwear brand. We are recognized for authenticheritage, uncompromised craftsmanship and quality, exceptional warmth and superior functionality. This reputation is decades in the making and is rooted in ourcommitment to creating premium products that deliver unrivaled functionality where and when it is needed most. Be it Canadian Arctic Rangers serving theircountry or an explorer trekking to the South Pole, people who live, work and play in the harshest environments on Earth have turned to Canada Goose. Throughoutour history, we have found inspiration in these technical challenges and parlayed that expertise into creating exceptional products for any occasion. From researchfacilities in Antarctica and the Canadian High Arctic to the streets of Toronto, New York City, London, Paris, Tokyo and beyond, people have fallen in love withour brand and made it a part of their everyday lives.

We are deeply involved in every stage of our business as a designer, manufacturer, distributor and retailer of premium outerwear for men, women and children.This vertically integrated business model allows us to directly control the design and development of our products while capturing higher margins. As of December31, 2016, our products are sold through select outdoor, luxury and online retailers and distributors in 36 countries, our e-commerce sites in Canada, the UnitedStates, the United Kingdom and France, and two recently opened retail stores in Toronto and New York City.

The power of our business model and our ability to profitably scale our operations are reflected in our financial performance. In fiscal 2016, we had revenue of$290.8 million, gross profit of $145.6 million, which represented gross margin of 50.1%, net income of $26.5 million, Adjusted EBITDA of $54.3 million,Adjusted EBITDA Margin of 18.7% and Adjusted Net Income of $30.1 million. We grew our revenue at a 38.3% CAGR, net income at a 196.0% CAGR andAdjusted EBITDA at an 85.0% CAGR from fiscal 2014 to fiscal 2016, while expanding our gross margin from 38.6% to 50.1% and our Adjusted EBITDA Marginfrom 10.4% to 18.7% over the same period. For additional information regarding Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income, whichare non-IFRS measures, including a reconciliation of these non-IFRS measures to net income, see “Management’s Discussion and Analysis of Financial Conditionand Results of Operations—Non-IFRS Measures.”

Our Competitive Strengths

We believe that the following strengths are central to the power of our brand and business model.

Authentic brand. For decades, we have helped explorers, scientists, athletes and film crews embrace the elements in some of the harshest environments inthe world. Our stories are real and are best told through the unfiltered lens of Goose People, our brand ambassadors. The journeys, achievements andattitudes of these incredible adventurers embody our core belief that greatness is out there and inspire our customers to chart their own course.

Uncompromised craftsmanship. Leveraging decades of experience, field testing and obsessive attention to detail, we develop superior functional products.Our expertise in matching our technical fabrics with the optimal blends of down enables us to create warmer, lighter and more durable products acrossseasons and applications. The commitment to superior quality and lasting performance that initially made us renowned for warmth now extends intobreathability and protection from wind and rain.

Beloved and coveted globally. We offer outerwear with timeless style for anyone who wants to embrace the elements. From the most remote regions of theworld to major metropolitan centres, we have successfully broadened our reach beyond our arctic heritage to outdoor enthusiasts, urban explorers anddiscerning consumers globally. Our deep connection with our customers is evidenced by their brand loyalty. Consumer surveys conducted on our behalf in2016 show that 82% of customers say they love their Canada

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Goose jackets and 84% of customers indicate that, when making their next premium outerwear purchase, they would likely repurchase Canada Goose. Theseresults are among the highest in our industry based on this survey.

Proudly made in Canada. Our Canadian heritage and commitment to local manufacturing are at the heart of our business and brand. While manycompanies in our industry outsource to offshore manufacturers, we are committed to aggressively investing in producing premium, high quality products inCanada, the country from which we draw our inspiration. We believe our Canadian production facilities and craftspeople have set us apart on theinternational stage and in the minds of our customers.

Flexible supply chain. We directly control the design, innovation, development, engineering and testing of our products, which we believe allows us toachieve greater operating efficiencies and deliver superior quality products. We manage our production through a combination of in-house manufacturingfacilities and long-standing relationships with Canadian third party sub-contractors. Our flexible supply chain gives us distinct advantages including theability to scale our operations, adapt to customer demand, shorten product development cycles and achieve higher margins.

Multi-channel distribution. Our global distribution strategy allows us to reach customers through two distinct, brand-enhancing channels. In our wholesalechannel, which as of December 31, 2016 extends into 36 countries, we carefully select the best retail partners and distributors to represent our brand in amanner consistent with our heritage and growth strategy. As a result, our retail partnerships include best-in-class outdoor, luxury and online retailers.Through our fast growing DTC channel, which includes our e-commerce sites in four countries and two recently opened retail stores, we are able to moredirectly control the customer experience, driving deeper brand engagement and loyalty, while also realizing more favorable margins. We employ productsupply discipline across both of our channels to manage scarcity, preserve brand strength and optimize profitable growth for us and our retail partners.

Passionate and committed management team. Through steady brand discipline and a focus on sustainable growth, our management team has transformeda small family business into a global brand. Dani Reiss, our CEO, has worked in almost every area of our company and successfully developed ourinternational sales channels prior to assuming the role of CEO in 2001. Dani has assembled a team of seasoned executives from diverse and relevantbackgrounds who draw on an average of over 15 years’ experience working with a wide range of leading global companies including Marc Jacobs, NewBalance, Nike, Patagonia, Ralph Lauren, McKinsey, UFC and Red Bull. Their leadership and passion have accelerated our evolution into a three seasonlifestyle brand and the rollout of our DTC channel.

Our Growth Strategies

We have built a strong foundation as Canada Goose has evolved into a highly coveted global outerwear brand. Over the past three fiscal years, we have grown ourrevenue at a 38.3% CAGR, net income at a 196.0% CAGR and Adjusted EBITDA at an 85.0% CAGR. We have also expanded our gross margin from 38.6% to50.1% and our Adjusted EBITDA Margin from 10.4% to 18.7% over the same period while concurrently making significant long-term investments in our humancapital, production capacity, brand building and distribution channels. Leveraging these investments and our proven growth strategies, we will continue toaggressively pursue our substantial global market opportunity.

Executeourprovenmarketdevelopmentstrategy.As we have grown our business, we have developed a successful framework for entering and developing ourmarkets by increasing awareness and broadening customer access. We intend to continue executing on the following tactics as we further penetrate our marketsglobally:

Introduce and strengthen our brand. Building brand awareness among potential new customers and strengthening our connections with those who alreadyknow us will be a key driver of our growth. While our brand has achieved substantial traction globally and those who have experienced our productsdemonstrate strong loyalty, our presence is relatively nascent in many of our markets. According to an August 2016 consumer survey conducted on ourbehalf, the vast majority of consumers outside of Canada are not aware

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of Canada Goose. Through a combination of the organic, word-of-mouth brand building that has driven much of our success to date and a more proactiveapproach to reaching new audiences through traditional channels, we will continue to introduce the Canada Goose brand to the world.

Enhance our wholesale network. We intend to continue broadening customer access and strengthening our global foothold in new and existing markets bystrategically expanding our wholesale network and deepening current relationships. In all of our markets, we have an opportunity to increase sales by addingnew wholesale doors and increasing volume in existing retailers. Additionally, we are focused on strengthening relationships with our retail partners throughbroader offerings, exclusive products and shop-in-shop formats. We believe our retail partners have a strong incentive to showcase our brand as our productsdrive customer traffic and consistent full-price sell-through in their stores.

Accelerate our e-commerce-led Direct to Consumer rollout. Our DTC channel serves as an unfiltered window into our brand which creates meaningfulrelationships and direct engagement with our customers. This drives opportunities to generate incremental revenue growth and capture full retail margin. Wehave rapidly grown our online sales to $33.0 million in fiscal 2016, which represented 11.4% of our consolidated revenue. We have subsequently launchednew online storefronts in the United Kingdom and France and plan to continue introducing online stores in new markets. Our e-commerce platform iscomplemented by our two recently opened retail stores in Toronto and New York City. We intend to open a select number of additional retail locations inmajor metropolitan centres and premium outdoor destinations where we believe they can operate profitably.

Strengthenandexpandourgeographicfootprint.We believe there is an opportunity to increase penetration across our existing markets and selectively enter newregions. Although the Canada Goose brand is recognized globally, our recent investments have been focused on North America and have driven exceptional growthin Canada and the United States. Outside of Canada and the United States (“Rest of World”), we have identified an opportunity to accelerate our momentumutilizing our proven growth framework. The following table presents our revenue in each of our geographic segments over the past three fiscal years:

(in millions) Fiscal year ended March 31, ‘14 – ‘16 2014 2015 2016 CAGR Canada $ 72.5 $ 75.7 $ 95.2 14.6% United States 33.6 57.0 103.4 75.5% Rest of World 46.0 85.7 92.2 41.6%

Total $152.1 $218.4 $290.8 38.3%

Canada. While we have achieved high brand awareness in Canada, we continue to experience strong penetration and revenue growth driven primarily byexpanding access and product offerings. After developing a strong wholesale footprint, we successfully launched our Canadian e-commerce platform inAugust 2014 and opened our first retail store in Toronto in October 2016. We expect to further develop our presence through increased strategic marketingactivities, deeper relationships with our retail partners and continued focus on our DTC channel. Additionally, we intend to continue broadening our productoffering, to make Canada Goose a bigger part of our customers’ lives.

United States. As we continue to capture the significant market opportunity in the United States, our focus is on increasing brand awareness to a level thatapproaches what we have achieved in Canada. According to an August 2016 consumer survey conducted on our behalf, aided brand awareness in the UnitedStates is 16% as compared to 76% in Canada. Our market entry has been staged on a regional basis, with the bulk of our investments and wholesalepenetration concentrated in the Northeast, where our aided brand awareness is 25% and as high as 46% in Boston and New York City. This has been theprimary driver of our historical growth and momentum in the U.S. and we continue to generate strong growth in the region. Building on this success, welaunched our national e-commerce platform in September 2015 and opened our first retail store in New York City in November 2016. We believe there is alarge white space opportunity in other regions such as the

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Mid-Atlantic as well as the Midwest, where our aided brand awareness is currently 18%, and West, where our aided brand awareness is 14% and as high as26% in metropolitan markets such as Denver and San Francisco. As we sequentially introduce our brand to the rest of the country, we are focused onexpanding our wholesale footprint, including executing our shop-in-shop strategy and continuing to deliver a broader three season product assortment to ourpartners.

Rest of World. We currently generate sales in every major Western European market and, while this is where the brand first achieved commercial success,we believe there are significant opportunities to accelerate these markets to their full potential. In the United Kingdom and France in particular, we haveachieved strong traction through our retail partnerships, but have yet to fully extend our wholesale network and are only in the initial phase of executing onour shop-in-shop strategy. In both markets, we launched our e-commerce platforms in September 2016 and intend to establish our owned retail presence inthe near future. While the United Kingdom and France are our most developed European markets, we have identified a number of markets with significantnear-term development potential, such as Germany, Italy and Scandinavia.

Outside of Europe, our most established markets are Japan and Korea. Over the past decade, we have grown successfully in Japan and, in both Japan andKorea, recently partnered with world-class distributors. These partners will help us continue to build awareness and access to the brand while ensuring itslong term sustainability. Additionally, we currently have a minimal presence in China and other large markets which represent significant futureopportunities.

Over the past three fiscal years, we have nearly doubled our market penetration in Canada to reach approximately 35 unit sales per 1,000 addressablecustomers (people living above the 37th Parallel and with annual household income of greater than $100,000). We have been similarly successful in theUnited States, Western Europe, Scandinavia and Asia with units sales per 1,000 addressable customers reaching between 3.5 and 10 units, but we still haveroom to grow in our current markets. Even without expanding our geographic footprint or our product lines, we believe we have significant opportunity tofurther increase penetration in the United States, Western Europe (Sweden, Denmark, Norway, Finland, France, United Kingdom, the Netherlands, Spain,Germany, Austria, Belgium and Italy), Scandinavia and Asia (Japan and South Korea); if we were to achieve 50% of current penetration in Canada in theseother geographies, this would result in tripled unit demand within our Fall and Winter product categories.

Enhanceandexpandourproductoffering. Continuing to enhance and expand our product offering represents a meaningful growth driver for Canada Goose.Broadening our product line will allow us to strengthen brand loyalty with those customers who already love Canada Goose, drive higher penetration in ourexisting markets and expand our appeal across new geographies and climates. Drawing on our decades of experience and customer demand for inspiring newfunctional products, we intend to continue developing our offering through the following:

Elevate Winter. Recognizing that people want to bring the functionality of our jackets into their everyday lives, we have developed a wide range ofexceptional winter products for any occasion. While staying true to our tactical industrial heritage, we intend to continue refreshing and broadening ouroffering with new stylistic variations, refined fits and exclusive limited edition collaborations.

Expand Spring and Fall. We intend to continue building out our successful Spring and Fall collections in categories such as lightweight and ultra-lightweight down, rainwear, windwear and softshell jackets. While keeping our customers warm, comfortable and protected across three seasons, theseextensions also increase our appeal in markets with more temperate climates.

Extend beyond outerwear. Our strategy is to selectively respond to customer demand for functional products in adjacent categories. Consumer surveysconducted on our behalf indicate that our customers are looking for additional Canada Goose products, particularly in key categories such as knitwear,fleece, footwear, travel gear and bedding. We believe offering inspiring new products that are consistent with our heritage, functionality and qualityrepresents an opportunity to develop a closer relationship with our customers and expand our addressable market.

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Continuetodriveoperationalexcellence. As we scale our business, we plan to continue leveraging our brand and powerful business model to drive operationalefficiencies and higher margins in the following ways:

Channel mix. We intend to expand our DTC channel in markets that can support the profitable rollout of e-commerce and select retail stores. As ourdistribution channel mix shifts toward our e-commerce-led DTC channel, we expect to capture incremental gross margin. A jacket sale in our DTC channelprovides two-to-four times greater contribution to segment operating income per jacket as compared to a sale of the same product in our wholesale channel.

Price optimization . We intend to continue optimizing our pricing to capture the full value of our products and the superior functionality they provide to ourcustomers. Additionally, we actively balance customer demand with scarcity of supply to avoid the promotional activity that is common in the apparelindustry. This allows us and our retail partners to sell our products at full price, avoid markdowns and realize full margin potential.

Manufacturing capabilities. Approximately one-third of Canada Goose products are currently manufactured in our own facilities in Canada. We intend tooptimize our domestic manufacturing mix by opportunistically bringing additional manufacturing capacity in-house to capture incremental gross margin.

Operating leverage. We have invested ahead of our growth in all areas of the business including design and manufacturing, multi-channel distribution andcorporate infrastructure. For example, our current manufacturing footprint is sufficient to allow us to double our current headcount. As we continue ourgrowth trajectory, we have the opportunity to leverage these investments and realize economies of scale.

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History

Over the last 60 years, we have grown from a manufacturer of private label parkas into one of the world’s most desired outerwear brands. Fueled by our core beliefthat greatness is out there and building on our strength of creating premium functional jackets, we have extended our brand into three seasons and new categoriesbeyond the parka. With the same discipline, we have expanded our sales channels beyond distributors to include a select group of outdoor, luxury and onlineretailers as well as, more recently, our own DTC channel. At every step, we have stayed true to our heritage, which we believe has set us apart.

Our Products

Ourarcticheritage. Authenticity is everything to Canada Goose. We began as an outerwear manufacturer focused primarily on providing parkas to peopleworking in the harshest environment on Earth—the Arctic. From

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the crew of a northern Canadian airline, First Air, to Canadian Arctic Rangers, we have been trusted to help keep people warm. For decades, this utilitarian,functional history has been core to our heritage. To ensure we deliver a product that performs when and where it is needed most, we strive to make the bestproducts of their kind by using the highest quality raw materials and craftsmanship.

The precision of every cut, fold and stitch in our products is guided by decades of experience. From zipper to button and stitch to stitch, every element is carefullychosen and meticulously put into place by hand. Every Canada Goose jacket passes through the hands of multiple craftspeople, all united by our commitment touncompromising quality. Our quality assurance team inspects every jacket to ensure no detail is overlooked. We believe our best-in-class Canadian manufacturingcapabilities and partnerships afford us increased quality control and direct involvement in all stages of the process, enabling us to stand behind our outerwear with alifetime warranty against defects in materials and workmanship.

Ourevolution.As a global three-season outerwear brand, our product offering has evolved significantly since the days of solely making specialty jackets such asthe Snow Mantra and Expedition parkas for the severe Arctic environment. We leveraged our tactical industrial heritage, including our long relationship with theCanadian military and law enforcement, to inspire, develop and refine functionally superior in-line collections for extreme conditions and beyond.

Recognizing our customers want to bring the functionality of our jackets into their everyday lives, we expanded our offering to include products for outdoorenthusiasts, urban explorers and discerning consumers everywhere. True to our heritage, we partnered with extraordinary Goose People as a source of inspirationand real-world testing. Whether developing novel HyBridge products for Ray Zahab to run the Sahara or custom-designing Laurie Skreslet’s coat to summitEverest, which inspired our Altitude line, Canada Goose has found inspiration in every technical challenge and parlayed that expertise into creating exceptionalproducts for any occasion.

The uncompromised craftsmanship and quality of the Canada Goose brand is preserved in new products and high performance materials to keep our customerswarm and comfortable no matter how low the temperature drops. According to our customers who responded to our consumer survey our jackets are the warmest ascompared to other outerwear brands. As we evolved and expanded our winter assortment to suit new uses, climates and geographies, we also refreshed our coreofferings with the introduction of our Black Label collection, enhancing our classic products with a focus on elevated style, luxurious fabrics and refined fits.

Our broad set of manufacturing capabilities and access to innovative materials ranging from ArcticTech and Tri-Durance fabrics to luxury Loro Piana wool enableus to meet customers’ needs in the Arctic, on designer runways and nearly everywhere in between. At the same time as our coats keep Canadian law enforcementwarm and equip Goose People on epic adventures, our collaborations with Marc Jacobs, Levi’s, musician Drake’s October’s Very Own (OVO) fashion brand,professional baseball player José Bautista and others have been met with strong acclaim. These collaborations help extend our brand to new audiences andintroduce inspiring new styles to those who already love Canada Goose.

Expansionintothreeseasons.As our heritage line has expanded significantly, Canada Goose has also developed a reputation for superior quality and exceptionalfunctionality across Spring and Fall. No matter the season, people trust Canada Goose to keep them warm, comfortable and protected. Our Spring and Fall productsenable consumers to embrace the elements in every season, with a wide selection of lightweight and ultra-lightweight down, rainwear, windwear and other downhybrid and softshell jackets.

Our Spring and Fall collections have demonstrated meaningful traction with consumers, achieving a 60% increase in sales between fiscal 2015 and fiscal 2016.They have also been met with great critical acclaim: HyBridge Lite won the Gear of The Year Award from Outside Magazine in 2011 and our Spring 2017collection was named Editor’s Pick by World’s Global Style Network (WGSN), a leading trend forecaster.

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Beyondouterwear.Canada Goose has launched a refined line of accessories in response to customer demand for products to complement their outerwear. Ouraccessories focus on handwear, headwear and neckwear, and offer unparalleled warmth, function and timeless style to our customers, consistent with the heritageof our core products. Beyond accessories, we continue to selectively respond to customer demand for new product categories. Our customers have shownmeaningful interest in key new product categories including knitwear and fleece, which we are developing, as well as footwear, travel gear and bedding, which wemay pursue in the future. As we expand the Canada Goose brand to serve new uses, wearing occasions, geographies and consumers, we will always stay true towho we are and what the Canada Goose brand stands for: authentic heritage, uncompromised craftsmanship and quality, exceptional warmth and superiorfunctionality.

Sourcing and Manufacturing

Uncompromised craftsmanship begins with sourcing the right raw materials. We use premium fabrics and finishings that are built to last. Our blends of down andfabrics enable us to create warmer, lighter and more

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durable products across seasons and applications. Our products are made with down because it is recognized as the world’s best natural insulator, providingapproximately three times the warmth per ounce as synthetic alternatives and, when necessary, trimmed with real fur to protect the skin from frostbite in harshconditions.

We are committed to the sustainable and ethical sourcing of our raw materials. We have introduced comprehensive traceability programs for fur and downthroughout our supply chain which we expect will be fully in effect during the spring of 2017. We only use down that is a byproduct of the poultry industry and weonly purchase down and fur from suppliers who adhere to our stringent standards regarding fair practices and humane treatment of animals.

As of March 1, 2017, we operate five production facilities in Toronto, Winnipeg and Montreal, manufacturing approximately one-third of our products in-house.We also work with 32 Canadian and 6 international highly qualified subcontractors who offer specialized expertise, which provides us with flexibility to scale ourproduction of parkas and non-core products, respectively. We employ 1,275 manufacturing employees as of March 1, 2017, and have been recognized by theGovernment of Canada for supporting the apparel manufacturing industry in Canada. We have invested ahead of our growth and more than doubled our in-houseand contract manufacturing unit production capacity, respectively, in the past five years.

Multi-Channel Distribution Network

We sell our products through our wholesale and DTC channels. In fiscal 2016, our wholesale channel accounted for 88.6% of our revenue and our DTC channelcontributed 11.4% to revenue. Across both channels we are very selective with the distribution and supply of our products.

Wholesale.The wholesale channel allows us to enter and develop new markets, maintain a leading position within our geographies and make informed investmentsin our DTC infrastructure. As we have grown, we have evolved what was originally a generalist approach to account management through specialist capabilitiesthat are better aligned with the needs of specific markets and retail formats. These capabilities allow us to develop strategic relationships directly with retailers anddistributors. We work with a select set of partners who respect our heritage, share our values and strengthen our market presence. As of December 31, 2016,through our global network of nearly 2,500 points of distribution with retailers such as Sporting Life, Harry Rosen, Gorsuch, Saks Fifth Avenue, Nordstrom,Selfridges and Lane Crawford we reach customers across 36 countries. Our wholesale distribution includes a mix of outdoor, luxury and online retailers. We drivetraffic for our retail partners and leverage our mutually beneficial relationships to receive prime placement within their stores, showcase a broader product offeringand establish Canada Goose shops-in-shops. Careful planning with our wholesale network allows us to manage scarcity and maintain high levels of full-price sell-through. Over the past three years, we have been in the process of enhancing our wholesale network to bring all of our accounts in-house with enhancedmanagement. This allows us to deepen the relationships with our retailers by strategizing on product assortment, shop-in-shop presentation and rollout, and createsopportunities to increase our three season penetration and to offer new products through our retail partners.

DirecttoConsumer.We operate an e-commerce-led DTC channel, which has grown rapidly since its launch in fiscal 2015. Our online store features our fullproduct offering and grants us the ability to build valuable intelligence through a direct conversation with our customers. We rolled out our e-commerce platformsin Canada and the United States as well as the United Kingdom and France in August 2014, September 2015 and September 2016, respectively. Our e-commerceplatform is rapidly gaining penetration, with Canada and the U.S. online stores contributing 11.4% of our total revenue in fiscal 2016, approximately two yearsafter the launch of our first online store. We intend to continue building out our e-commerce infrastructure in new markets where we have an established wholesalepresence.

Our e-commerce rollout is complemented by our retail stores in premium high traffic locations. We opened our first two retail stores in Toronto and New York Cityin the fall of 2016. Going forward, we plan to open a limited

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number of additional retail stores in other major metropolitan centres as well as premium outdoor destinations where we believe they can operate profitably. Thisunfiltered window into our brand will allow us to develop a closer relationship with our customers through unique experiences, feature our full product offering anddrive revenue growth across both channels.

Marketing

We have never taken a traditional marketing approach to driving consumer awareness. We have told real stories in authentic ways, fueling brand awareness andaffinity through creative marketing initiatives and developing strategic relationships in relevant industries. Our success has been driven organically by word-of-mouth marketing. We have found that the experience people have with Canada Goose products is something they eagerly and passionately share with others, whichwe believe generates exceptional demand for our products.

Powerfulandcreativestorytelling. To us, marketing is about telling stories—interesting stories with genuine impact. As a result of the love for our products andthe deep relationships we have developed, our brand has been featured extensively in a wide range of media around the world including documentaries, featurefilms, commercials and magazines.

We also create original content to drive awareness and understanding of Canada Goose. In celebration of our 50th anniversary, we published GoosePeople, acoffee table book highlighting 50 people from around the world who embody our values. This cemented one of our key marketing initiatives as Goose Peoplecontinue to be an important way for us to authentically tell our stories. In 2015, we brought some of these stories to life on the big screen through our collaborationwith Oscar-winning director, Paul Haggis, and our production of the film, OutThere, which was awarded two Cannes Gold Lions.

GoosePeople.Goose People are a diverse group of global brand ambassadors—adventurers, athletes, scientists and artists—who embody our values and lifestyle,stand for something bigger than themselves and inspire others through epic adventures and accomplishments. We consider them the epitome of our core belief thatgreatness is out there. They have become a platform to showcase our brand’s heritage, authentic story and uncompromised craftsmanship.

Filmandentertainment.For more than three decades, our jackets have been a staple on film sets around the world and are known as the unofficial jacket of filmcrews anywhere it is cold. Our jackets offer crew and talent

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the warmth and functionality they need to survive long shoots in the most demanding environments. Due to this long-standing and organic seeding relationship, wehave not paid for product placement, but our products have naturally transitioned from behind the scenes to on-camera as a way to authenticate cold weatherscenes. We also support the industry as an official sponsor of a number of international film festivals, including the Sundance Film Festival and TorontoInternational Film Festival.

Investingforthefuture.Moving forward, our marketing focus is on continuing to tell our stories in unique, creative and authentic ways that engage and inspirecustomers. As our distribution model has shifted from pure wholesale to multi-channel, our business needs have evolved. We have supported this shift throughdigital first marketing that scales quickly and globally while maintaining a consistent and authentic brand experience for our customers. We have also taken a moreproactive and sophisticated approach to understanding our customers and utilizing insights to inform how we deliver new products. This allows us to be present intheir preferred digital platforms and to engage our fans and maintain their loyalty for years to come. We will continue to strategically invest in reaching newaudiences in developing markets and boosting affinity around the world. Our marketing efforts, like our products, will always be subject to the brand discipline andstewardship that have guided us throughout our history.

Our Market

Stronglypositionedinlargeandgrowingapparelmarketsegment.Our focus on functionality and quality broadens our reach beyond people working in the coldestplaces on earth to outdoor enthusiasts, urban explorers and discerning consumers globally. Our uncompromised craftsmanship positions our products as premiumtechnical garments and coveted luxury items in the eyes of our customer. We believe the staying power of our brand strongly positions us to compete in thegrowing outerwear and luxury apparel markets.

We intend to execute on our proven growth strategies to further develop all of our markets along the maturity curve. The following table summarizes EuromonitorInternational 2016 retail value market size data and anticipated 2016—2020 compound annual growth rates for key global geographies.

(US$ in billions) Outerwear Luxury Apparel

2016 ‘16 – ‘20

CAGR 2016 ‘16 – ‘20

CAGR Canada $ 18 3.8% $ 2 3.2% United States $192 3.2% $ 17 3.0% Europe $250 2.6% $ 40 3.7% Asia Pacific $313 4.5% $ 22 4.0%

Source: Euromonitor Apparel and Footwear 2017 edition, Euromonitor Luxury Goods 2017 edition, Retail Value RSP including Sales Tax, Current Prices. Outerwear coversmen’s and women’s clothing for outdoor/out-of-the-house wear including shorts and trousers, jeans, jackets and coats, suits, shirts and blouses, jumpers, tops, dresses, skirts,leggings. Luxury Apparel is equivalent to Designer Apparel (Ready-to-Wear) which is the aggregation of Men’s Designer Apparel, Women’s Designer Apparel, DesignerChildrenswear, Designer Apparel Accessories, and Designer Hosiery. However, designer haute couture is excluded from Euromonitor International’s coverage.

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Current Global Market Penetration

Provengrowthframeworktofurtherpenetrategeographicmarkets.While we have a global distribution network in place, we recognize the potential for significantpenetration upside across all of our markets. Our tailored approach to market development is informed by prevailing awareness and distribution. We cost-effectively develop initial awareness in new markets by building strong relationships with carefully selected partners within our wholesale channel. Wholesalemomentum informs our incremental brand building investments in each region. As our market presence grows, we evaluate the opportunity to roll out our DTCchannel. The first step in this process is the introduction of our e-commerce platform which is followed by the evaluation of select retail store opportunities. Withincreased customer awareness and access, we begin to introduce a broader product offering.

For example, as we continue to capture the significant market opportunity in the United States, we are pursuing a staged regional expansion. Our initial entry intothe U.S. market was concentrated in the Northeast where we grew our wholesale network to 125 doors as of December 31, 2016 and, according to a surveyconducted on our behalf in August 2016 of consumers that have purchased premium outerwear, achieved aided brand awareness of 46% in Boston and New YorkCity. Building on this, we have begun to focus on expanding customer access via our e-commerce site and retail store in New York City. Our successful executionin this region has been the primary driver of our 75.5% revenue CAGR in the United States from fiscal 2014 to fiscal 2016.

Moving beyond our success in the Northeast, we recognize a significant whitespace opportunity across the United States. We continue to focus on introducing andstrengthening the Canada Goose brand given relatively low aided brand awareness levels of 26% in key metropolitan markets such as Denver and San Francisco. Inthese rapidly developing markets, we remain focused on expanding our wholesale footprint, including executing our shop-in-shop strategy and continuing to drive abroader product assortment to our partners. Our national e-commerce presence offers us a direct connection to our customers and informs our efforts in highpotential regions such as the Mid-Atlantic, Midwest and Pacific Northwest. As we continue to expand to regions with diverse and temperate climates, our productoffering will include a stronger emphasis on our expanding Spring and Fall collections.

The success we have achieved in North America has allowed us to refine and strengthen our framework for market development. We will continue to aggressivelypursue our substantial global market opportunity using our proven growth strategies.

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Competition

The market for outerwear is highly fragmented. We principally operate in the market for premium outerwear, which is part of the broader apparel industry. Wecompete directly against other manufacturers, wholesalers and direct retailers of outerwear, premium functional outerwear and luxury outerwear. We compete bothwith global brands and with regional brands operating only in select markets. Because of the fragmented nature of our marketplace, we also compete with otherapparel sellers, including those who do not specialize in outerwear. While we operate in a highly competitive market, we believe there are many factors thatdifferentiate us from other manufacturers, wholesalers and retailers of outerwear, including our brand, our heritage and history, our focus on functionality andcraftsmanship and the fact that our core products are made in Canada.

Intellectual Property

We own the trademarks used in connection with the marketing, distribution and sale of all of our products in the United States, Canada and in the other countries inwhich our products are sold. Our major trademarks include the CANADA GOOSE word mark and the ARCTIC PROGRAM & DESIGN trademark (our disc logoconsisting of the colour-inverse design of the North Pole and Arctic Ocean). In addition to the registrations in Canada and the United States, our word mark anddesign are registered in other jurisdictions which cover approximately 37 jurisdictions. Furthermore, in certain jurisdictions we register as trademarks certainelements of our products, such as fabric, warmth categorization and style names such as our Snow Mantra parka.

We enforce our trademarks and we have taken several measures to protect our customers from counterfeiting activities. Since 2011 we have sewn a uniquehologram, designed exclusively for us, into every jacket and accessory as proof of authenticity. Additionally, our website has a tool for potential online customersto verify the integrity of third party retailers that purport to sell our products. We are also active in enforcing rights on a global basis to our trademarks and takingaction against counterfeiters, online and in physical stores.

Government Regulation

In Canada and in the other jurisdictions in which we operate, we are subject to labour and employment laws, laws governing advertising, privacy and data securitylaws, safety regulations and other laws, including consumer protection regulations that apply to retailers and/or the promotion and sale of merchandise and theoperation of stores and warehouse facilities. Our products sold outside of Canada are subject to tariffs, treaties and various trade agreements as well as lawsaffecting the importation of consumer goods. We monitor changes in these laws, regulations, treaties and agreements, and believe that we are in materialcompliance with applicable laws.

Our Employees

As of March 1, 2017, we employed 1,688 people, including both full-time and part-time employees. Of these employees, 1,275 were employed in Canadianmanufacturing positions and 125 were employed in North American selling and retail positions. The remaining employees were engaged in other aspects of ourbusiness. As of March 1, 2017, 377 of our employees are represented by unions. We believe that relations with our employees are satisfactory and we have neverencountered a strike or significant work stoppage.

Corporate Information and Structure

Our company was founded in Toronto, Canada in 1957. In December 2013, we partnered with Bain Capital through a sale of a 70% equity interest in our business,to accelerate our growth and international expansion. In connection with such sale, Canada Goose Holdings Inc. was incorporated under the Business CorporationsAct (British Columbia) on November 21, 2013.

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Our principal office is located at 250 Bowie Avenue, Toronto, Ontario, Canada M6E 4Y2 and our telephone number is (416) 780-9850. Our registered office islocated at Suite 1700, Park Place, 666 Burrard Street, Vancouver, British Columbia, Canada, V6C 2X8.

The following chart reflects our organizational structure (including the jurisdiction of formation or incorporation of the various entities), after giving effect to theRecapitalization and the completion of this offering and assuming no exercise of the underwriters’ over-allotment option:

In connection with this offering we will amend our articles in order to, among other things, amend and redesignate our Class A Common Shares as multiple votingshares; eliminate our Class B Common Shares, Class A Senior Preferred Shares, Class B Senior Preferred Shares, Class A Junior Preferred Shares, Class B JuniorPreferred Shares, Class C Junior Preferred Shares and the Class D Preferred Shares from our share capital; and create our subordinate voting shares. Uponcompletion of this offering, our share capital will consist of an unlimited number of multiple voting shares and subordinate voting shares and an unlimited numberof preferred shares, issuable in series (none outstanding). See “Description of Share Capital.”

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Leased Properties

We maintain the following leased facilities for our corporate headquarters and to conduct our principal manufacturing and retail activities, which we believe are ingood condition and working order: Location Principal Activity Square Feet Lease Expiration DateToronto, Ontario

Corporate Headquarters, showroomand manufacturing

190,978 square feet

June 30, 2023

Scarborough, Ontario Manufacturing 84,800 square feet May 31, 2020Scarborough, Ontario Logistics 117,179 square feet August 31, 2027Yorkdale Shopping Centre, Toronto, Ontario

Retail Store

4,503 square feet

October 31, 2026

Winnipeg, Manitoba Manufacturing 82,920 square feet November 12, 2022Winnipeg, Manitoba Manufacturing 94,541 square feet September 30, 2025Boisbriand, Québec Manufacturing 23,637 square feet July 31, 2023New York, NY Office and showroom 4,040 square feet December 31, 2024New York, NY Retail Store 6,970 square feet March 31, 2027Chicago, IL Inactive 10,188 square feet June 24, 2027Paris, France Office and showroom 4,090 square feet March 15, 2018Zug, Switzerland Office and showroom 7,545 square feet January 31, 2021

Seasonality

Our business is seasonal in nature. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Performance—Seasonality.”

Legal Proceedings and Regulatory Matters

From time to time, we may be subject to legal or regulatory proceedings and claims in the ordinary course of business, including proceedings to protect ourintellectual property rights. As part of our monitoring program for our intellectual property rights, from time to time we file lawsuits for acts of trademarkcounterfeiting, trademark infringement, trademark dilution, patent infringement or breach of other state or foreign laws. These actions often result in seizure ofcounterfeit merchandise and negotiated settlements with defendants. Defendants sometime raise the invalidity or unenforceability of our proprietary rights asaffirmative defenses or counterclaims. We currently have no material legal or regulatory proceedings pending.

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Management

Executive Officers and Directors

The following table sets forth certain information relating to our directors and executive officers as of the date of this prospectus. Unless otherwise stated, thebusiness address for our directors and officers is c/o Canada Goose Holdings Inc., 250 Bowie Ave, Toronto, Ontario, Canada M6E 4Y2. Name and Province or State andCountry of Residence Age PositionDani Reiss

Ontario, Canada 43

President and Chief Executive Officer and Director

John BlackOntario, Canada

58

Chief Financial Officer

Pat SherlockOntario, Canada

43

Senior Vice President, Global Wholesale

Ana MihaljevicOntario, Canada

36

Vice President, Planning and Sales Operations

Jacqueline PoriadjianOntario, Canada

39

Chief Marketing Officer

Jacob PatOntario, Canada

37

Vice President, Information Technology

Lee TurlingtonCalifornia, United States

62

Chief Product Officer

Kara MacKillopOntario, Canada

41

Senior Vice President, Human Resources

Scott CameronOntario, Canada

39

Executive Vice President e-Commerce, Stores and Strategy

Carrie BakerOntario, Canada

41

Chief of Staff, Senior Vice President

John MoranOntario, Canada

54

Senior Vice President, Manufacturing and Supply Chain

Spencer OrrOntario, Canada

39

Vice President, Merchandising and Product Strategy

Kevin SpreekmeesterOntario, Canada

56

Chief Brand Officer

Ryan CottonMassachusetts, United States

38

Director

Joshua BekensteinMassachusetts, United States

58

Director

Stephen GunnOntario, Canada

62

Director

Jean-Marc HuëtGuildford, England

47

Director

DaniReissC.M.(MemberoftheOrderofCanada),PresidentandChiefExecutiveOfficerandDirector

The grandson of our founder, Mr. Reiss, joined the company in 1997 and was named President and Chief Executive Officer of the company in 2001. Mr. Reiss hasworked in almost every area of the company and successfully developed our international sales channels prior to assuming the role of President and ChiefExecutive Officer. Mr. Reiss received a Bachelor of Arts from University of Toronto. Mr. Reiss is the chairman of our board of directors and brings leadership andoperational experience to our board of directors as our President and Chief Executive Officer.

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JohnBlack,ChiefFinancialOfficer

Mr. Black joined the company in August 2013 as Chief Financial Officer. Prior to joining the Company, Mr. Black served as the Chief Financial Officer ofProtenergy Natural Foods Corp., from May 2011 to August 2013, and at the Ontario Lottery and Gaming Corporation from April 2005 to April 2010. From March2001 to April 2005 Mr. Black served as Chief Financial Officer of Trimark Sportswear Group. Mr. Black brings to our team a results-focused approach and strongnegotiation skills as well as a track record of improving performance at companies. Mr. Black received a Bachelor of Commerce (Honours) degree and Bachelor ofAdministration degree from The University of Ottawa, and is a CPA-CA.

PatSherlock,SeniorVicePresident,GlobalWholesale

Mr. Sherlock joined the company in November 2012 as the Director of Canadian Sales and was named Senior Director of Sales in May 2014, Vice President ofSales Canada in May 2015 and Senior Vice President of Global Wholesale in April 2016. Prior to joining the company, Mr. Sherlock served as the National SalesManager of New Balance Canada Inc., from January 2008 to November 2012 and Managing Director, Central Eastern Canada for Lothar Heinrich Agencies Ltd.(Warsteiner) from December 2006 to January 2008. He spent 10 years at InBev (Labatt), from 1997 to 2007 most recently as National Field Sales Manager. Mr.Sherlock received a Bachelor of Business Administration and Management from University of Winnipeg.

AnaMihaljevic,VicePresident,PlanningandSalesOperations

Ms. Mihaljevic joined the company in April 2015 as Vice President of Planning and became Vice President of Planning and Sales Operations in April 2016. Priorto joining the company, Ms. Mihaljevic served as the Director of Business Planning at Marc Jacobs International, a designer apparel company, from March 2013 toMarch 2015, the Director of Sales and Planning at Jones Apparel Group, a women’s apparel company, from May 2011 to March 2013, and as an AccountExecutive at Ralph Lauren from April 2008 to May 2011. Ms. Mihaljevic received a Bachelor in Commerce from Queen’s University.

JacquelinePoriadjian,ChiefMarketingOfficer

Ms. Poriadjian joined the company in April 2016 as Chief Marketing Officer. Prior to joining the company, Ms. Poriadjian spent nine years at Ultimate FightingChampionship (UFC) from February 2007 to November 2015 and served as the Senior Vice President of Global Brand Marketing from July 2012 to November2015. Prior to that she spent six years at iN DEMAND, LLC from January 2001 to February 2007. Ms. Poriadjian received a Bachelor of Arts in History fromQueens College (NY) and a Juris Doctorate from New York Law School.

JacobPat,VicePresident,InformationTechnology

Mr. Pat joined the company as Director of Information Technology in March 2013, and was named Vice President of Information Technology in March 2014. Priorto joining our team, Mr. Pat served as the Director of Enablement at Momentum Advanced Solutions Inc., a division of OnX, from April 2012 to March 2013, andManager of QA/Information Technology at Trimble Navigation from August 2008 to April 2012.

LeeTurlington,ChiefProductOfficer

Mr. Turlington began working with Canada Goose in October 2015 as an independent consultant, and formally joined the company as Chief Product Officer inMarch 2016. Prior to joining the company Mr. Turlington spent seven years as independent consultant with TURLINGTON, Inc., advising companies such asInternational Marketing Partners Ltd., Mission Athlete Care, Ape & Partners S.P.A/Parajumpers, Quiksilver Inc., Ironclad Performance Wear Corporation, Haglofs,and LK International AG/KJUS. He spent five years at Patagonia Inc. from 2008-2013, most recently serving as Vice President, Global Product. From March 1999to April 2007, Mr. Turlington served as a Global Director and General Manager for Nike Inc. Prior to that, he served at Fila Sport

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sPa from March 1994 to February 1999, as Senior Vice President, Fila Apparel. From June 1977 to April 1992, he served as Vice President, Sales, Marketing,Global Product and various other executive roles at The North Face. Mr. Turlington received a Bachelor of Economics from Lenoir-Rhyne University.

KaraMacKillop,SeniorVicePresident,HumanResources

Ms. MacKillop joined the company in September 2014 as the Vice President of Human Resources. She was promoted to Senior Vice President of HumanResources in 2016. Prior to joining our team, Ms. MacKillop served as the Director of Human Resources for Red Bull Canada, a company that produces and sellsenergy drinks, from September 2010 to September 2014, and as Director of Human Resources for Indigo Books and Music from August 2003 until September2010. Ms. MacKillop received a Bachelor of Science from the University of Western Ontario.

ScottCameron,ExecutiveVicePresidente-Commerce,StoresandStrategy

Mr. Cameron joined the company in December 2015 as Chief Strategy and Business Development Officer and has served as Executive Vice President e-Commerce, Stores and Strategy since July 2016. Prior to joining our team, Mr. Cameron spent eight years focused on luxury and apparel retail brands at McKinsey& Co. Toronto, a management consulting firm, most recently as a principal. Mr. Cameron received a Bachelor in Commerce (Honours) degree from Queen’sUniversity and a Master of Business Administration from Harvard Business School, where he was a Baker Scholar.

CarrieBaker,ChiefofStaff,SeniorVicePresident

Ms. Baker joined the company in May 2012 as the Vice President of Communications and now serves as Chief of Staff and Senior Vice President. Prior to joiningthe company Ms. Baker spent 12 years at High Road Communications, a North American communications agency, from May 2000 to April 2012, serving mostrecently as Senior Vice President. Ms. Baker received a Bachelor of Arts from the University of Western Ontario.

JohnMoran,SeniorVicePresidentManufacturing&SupplyChain

Mr. Moran joined the company in November 2014 as Vice President of Manufacturing and was promoted in January 2017 to Senior Vice President, Manufacturingand Supply Chain. Prior to joining the company, Mr. Moran served as Chief Operating Officer at Smith & Vandiver Corp. in 2014 and as Vice President,Operations from October 2003 to March 2011 and later Chief Operating Officer from April 2011 to April 2013 at Robert Talbott Inc. in Monterey, California, arenowned producer of men’s and women’s luxury apparel. Throughout his time with Robert Talbott Inc., Mr. Moran’s responsibilities ranged from strategicplanning and business development to sales, sourcing, manufacturing, distribution and finance. Prior to his time with Robert Talbott Inc., Mr. Moran was employedfull-time with Gitman Brothers Shirt Company, based in Ashland, Pennsylvania, from 1984 to October 2003 holding positions of varying levels of responsibility inmanufacturing, distribution and finance. At the time of his departure in October 2003 he held the position of Chief Operating Officer.

SpencerOrr,VicePresident,MerchandisingandProductStrategy

Mr. Orr joined the company in January 2009 as Product Manager. He was promoted to Vice President of Design and Merchandising in 2012 and to Vice Presidentof Merchandising and Product Strategy in June 2016. Prior to joining the company, Mr. Orr served as the Manager of Product Design and Development at SierraDesigns, an industry leading outerwear and outdoor equipment brand. Mr. Orr received an honours Bachelors in Outdoor Recreation from Lakehead University anda Masters in Business Administration from Ivey Business School at University of Western Ontario.

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KevinSpreekmeester,ChiefBrandOfficer

Mr. Spreekmeester joined the company in January 2008 as the Vice President of Marketing. He was promoted to Chief Marketing Officer in 2014 and again toChief Brand Officer in July 2016. Mr. Spreekmeester has over 30 years of experience in brand building, including at Young & Rubicam. He was named toAdvertising Age magazine’s 2015 Creativity 50 list. Mr. Spreekmeester received a Bachelors of Arts in Communication Studies from Concordia University.

RyanCotton,Director

Mr. Cotton has served as a member of our board of directors since December 2013. He joined Bain Capital in 2003, and is currently a Managing Director. Prior tojoining Bain Capital, Mr. Cotton was a consultant at Bain & Company from 2001 to 2003. He is a director at Apple Leisure Group, TOMS Shoes Holdings, LLC,and International Market Centers, Inc. Mr. Cotton received a bachelor’s degree from Princeton University and a Master of Business Administration from theStanford Graduate School of Business. Mr. Cotton provides strong executive and business operations skills to our board of directors and valuable experience gainedfrom previous and current board service.

JoshuaBekenstein,Director

Mr. Bekenstein has served as a member of our board of directors since December 2013. He is a Managing Director at Bain Capital. Prior to joining Bain Capital, in1984, Mr. Bekenstein spent several years at Bain & Company, Inc., where he was involved with companies in a variety of industries. Mr. Bekenstein serves as adirector of The Michaels Companies, Inc., BRP Inc., Dollarama Inc., Burlington Stores, Inc., Bright Horizons Family Solutions Inc., The Gymboree Corporationand Waters Corporation. Mr. Bekenstein received a Bachelor of Arts from Yale University and a Master of Business Administration from Harvard BusinessSchool. Mr. Bekenstein provides strong executive and business operations skills to our board of directors and valuable experience gained from previous and currentboard service.

StephenGunn,Director

Mr. Gunn has served as a member of our board of directors since February 2017. He serves as a Co-Chair of Sleep Country Canada Inc. (“Sleep Country”). He co-founded Sleep Country in 1994 and served as its Chair and Chief Executive Officer from 1997 to 2014. Prior to founding Sleep Country Mr. Gunn was amanagement consultant with McKinsey & Company from 1981 to 1987 and then co-founded and was President of Kenrick Capital, a private equity firm. Mr. Gunnalso serves as the lead director of Dollarama Inc. and is the Chair of the audit committee of Cara Operations Limited, and served as a director of Golf Town CanadaInc. from 2008 to 2016. He received a Bachelor of Electrical Engineering from Queens University and a Master of Business Administration from the University ofWestern Ontario. Mr. Gunn provides strong executive and business operations skills to our board of directors and valuable experience gained from previous andcurrent board service.

Jean-MarcHuët,Director

Mr. Huët has served as a member of our board of directors since February 2017. He serves as a supervisory board member of Heineken N.V. and of SHV HoldingsN.V. Mr. Huët served as a director of Formula One from 2012 to January 2017, and was an Executive Director and Chief Financial Officer of Unilever N.V. from2010 to 2015. Mr. Huët was also Executive Vice President and Chief Financial Officer of Bristol-Myers Squibb Company from 2008 to 2009 and as a member ofthe Executive Board and Chief Financial Officer of Royal Numico N.V. from 2003 to 2007. Prior to that, he worked at Goldman Sachs International. He received aBachelor of Arts from Dartmouth College and a Master of Business Administration from INSEAD. Mr. Huët provides strong executive, consumer and financialexpertise to our board of directors and valuable experience gained from previous and current board service.

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Bankruptcies

None of our directors or executive officers is, as at the date of this prospectus, or has been, within the 10 years prior to the date of this prospectus, a director orexecutive officer of any company (including Canada Goose companies), that, while that person was acting in that capacity, or within a year of that person ceasingto act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings,arrangement or comprise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, except for Stephen Gunn who was a director ofGolf Town Canada Inc. which filed for protection under the Companies’CreditorsArrangementActon September 14, 2016.

Foreign Private Issuer Status

The listing rules of the NYSE, which we also refer to as the NYSE Listing Rules, include certain accommodations in the corporate governance requirements thatallow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governancestandards of the NYSE. The application of such exceptions requires that we disclose any significant ways that our corporate governance practices differ from theNYSE Listing Rules that we do not follow. When our subordinate voting shares are listed on the NYSE, and upon ceasing to be a “controlled company” under theNYSE Listing Rules, we intend to continue to follow Canadian corporate governance practices in lieu of the corporate governance requirements of the NYSE inrespect of the following:

• the majority independent director requirement under Section 303A.01 of the NYSE Listing Rules;

• the requirement under Section 303A.05 of the NYSE Listing Rules that a compensation committee be comprised solely of independent directors; and

• the requirement under Section 303A.04 of the NYSE Listing Rules that director nominees be selected or recommended for selection by a nominationscommittee comprised solely of independent directors.

Corporate Governance

Section 310.00 of the NYSE Listing Rules generally requires that a listed company’s by-laws provide for a quorum for any meeting of the holders of the company’svoting shares that is sufficiently high to ensure a representative vote. Pursuant to the NYSE Listing Rules we, as a foreign private issuer, have elected to complywith practices that are permitted under Canadian law in lieu of the provisions of Section 310.00. Our articles, as they will be amended in connection with thisoffering, will provide that a quorum of shareholders shall be the holders who, in the aggregate hold at least 25% of the issued shares plus at least a majority ofmultiple voting shares entitled to be voted at the meeting, irrespective of the number of persons actually present at the meeting.

Except as stated above, we intend to comply with the rules generally applicable to U.S. domestic companies listed on the NYSE. We may in the future decide to useother foreign private issuer exemptions with respect to some of the other NYSE listing requirements. Following our home country governance practices, as opposedto the requirements that would otherwise apply to a company listed on the NYSE, may provide less protection than is accorded to investors under the NYSE listingrequirements applicable to U.S. domestic issuers.

The Canadian Securities Administrators have issued corporate governance guidelines pursuant to National Policy 58-201 CorporateGovernanceGuidelines, or theCorporate Governance Guidelines, together with certain related disclosure requirements pursuant to National Instrument 58-101 DisclosureofCorporateGovernancePractices, or NI 58-101. The Corporate Governance Guidelines are recommended as “best practices” for issuers to follow. We recognize that goodcorporate governance plays an important role in our overall success and in enhancing shareholder value and, accordingly, we have adopted, or will be adopting inconnection with the completion of this offering, certain corporate governance policies and practices which reflect our consideration of the recommended CorporateGovernance Guidelines. The disclosure set out below includes disclosure required by NI 58-101 describing our approach to corporate governance in relation to theCorporate Governance Guidelines.

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Composition of our Board of Directors

Under our articles, as they will be amended and restated in connection with this offering, our board of directors will consist of a number of directors as determinedfrom time to time by the directors. Upon completion of this offering, our board of directors will be comprised of five directors. Our articles will provide that adirector may be removed with or without cause by a resolution passed by a special majority comprised of 66 2 ⁄ 3 % of the votes cast by shareholders present inperson or by proxy at a meeting and who are entitled to vote. The directors will be elected by the shareholders at each annual general meeting of shareholders, andall directors will hold office for a term expiring at the close of the next annual shareholders meeting or until their respective successors are elected or appointed.Under the BCBCA and our articles, between annual general meetings of our shareholders, the directors may appoint one or more additional directors, but thenumber of additional directors may not at any time exceed one-third of the number of current directors who were elected or appointed other than as additionaldirectors.

Certain aspects of the composition and functioning of our board of directors may be subject to the rights of our principal shareholders under agreements with thecompany. For example, in connection with this offering, the principal shareholders expect to enter into an investor rights agreement providing for certain directornomination rights. See “Certain Relationships and Related Party Transactions—Investor Rights Agreement.” Subject to such agreements, nominees for election asdirectors will be recommended to our board of directors by our nominating and governance committee in accordance with the provisions of applicable corporatelaw and the charter of our nominating and governance committee. See “Board Committees—Nominating and Governance Committee.”

Majority Voting Policy

In accordance with the requirements of the TSX, our board of directors will adopt a majority voting policy to the effect that a nominee for election as a director ofour company who does not receive a greater number of votes “for” than votes “withheld” with respect to the election of directors by shareholders will be expectedto offer to tender his or her resignation to the chairman of our board of directors promptly following the meeting of shareholders at which the director was elected.The nominating and governance committee will consider such offer and make a recommendation to our board of directors whether to accept it or not. Our board ofdirectors will promptly accept the resignation unless it determines, in consultation with the nominating and governance committee, that there are exceptionalcircumstances that should delay the acceptance of the offer to resign or justify rejecting it. Our board of directors will make its decision and announce it in a pressrelease within 90 days following the applicable meeting of shareholders. A director who tenders a resignation pursuant to our majority voting policy will notparticipate in any meeting of our board of directors or the nominating and governance committee at which the resignation is considered. Our majority voting policywill apply for uncontested director elections, being elections where (a) the number of nominees for election as director is the same as the number of directors to beelected, as determined by the board of directors, and (b) no proxy materials are circulated in support of one or more nominees who are not part of the directornominees supported by the board of directors.

Director Term Limits and Other Mechanisms of Board Renewal

Our board of directors has not adopted director term limits, a retirement policy for its directors or other automatic mechanisms of board renewal. Rather thanadopting formal term limits, mandatory age-related retirement policies and other mechanisms of board renewal, the nominating and governance committee of ourboard of directors will develop appropriate qualifications and criteria for our board as a whole and for individual directors. The nominating and governancecommittee will also conduct a process for the assessment of our board of directors, each committee and individual director regarding his, her or its effectivenessand contribution, and will also report evaluation results to our board of directors on a regular basis. The nominating and governance committee will develop asuccession plan for the board of directors, including maintaining a list of qualified candidates for director positions.

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Director Independence

Following the completion of this offering, we will be a “controlled company” under the rules of the NYSE because more than 50% of the voting power of ourshares will be held by Bain Capital. See “Principal and Selling Shareholders.” We intend to rely upon the “controlled company” exception relating to the board ofdirectors and committee independence requirements under the NYSE Listing Rules. Pursuant to this exception, we will be exempt from the rules that wouldotherwise require that our board of directors consist of a majority of independent directors and that our compensation committee and nominating and governancecommittee be composed entirely of independent directors. The “controlled company” exception does not modify the independence requirements for the auditcommittee, and we intend to comply with the requirements of the Exchange Act and the rules of the NYSE and the BCBCA, which require that our audit committeehave a majority of independent directors upon consummation of this offering, and exclusively independent directors within one year following the effective date ofthe registration statement relating to this offering.

Under the NYSE Listing Rules, an independent director means a person who, in the opinion of our board of directors, has no material relationship with ourcompany. Under NI 58-101, a director is considered to be independent if he or she is independent within the meaning of Section 1.4 of National Instrument 52-110— AuditCommittees, or NI 52-110. Pursuant to NI 52-110, an independent director is a director who is free from any direct or indirect material relationship withus which could, in the view of our board of directors, be reasonably expected to interfere with the exercise of a director’s independent judgment.

Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has determinedthat Mr. Gunn and Mr. Huët, representing two of the five members of our board of directors, are “independent” as that term is defined under the NYSE ListingRules and NI 58-101. In making this determination, our board of directors considered the current and prior relationships that each such non-employee director haswith our company and all other facts and circumstances our board of directors deemed relevant in determining their independence. Mr. Reiss is considered notindependent by reason of the fact that he is our President and Chief Executive Officer. Mr. Bekenstein and Mr. Cotton are considered not independent underNI 52-110, NI 58-101 and the BCBCA, by reason of their relationships with Bain Capital. Four of the five members of our board of directors are not members ofour company’s management.

Our company will take steps to ensure that adequate structures and processes will be in place following the completion of this offering to permit our board ofdirectors to function independently of management, including for purposes of encouraging an objective process for nominating directors and determining executivecompensation. It is contemplated that the independent members of our board of directors will consider, on the occasion of each meeting, whether an incamerameeting without the non-independent directors and members of management would be appropriate and that they will hold an incamerameeting without the non-independent directors and members of management where appropriate.

Members of our board of directors are also members of the boards of other public companies. See “Management—Executive Officers and Directors.” Our board ofdirectors has not adopted a formal director interlock policy, but is keeping informed of other directorships held by its members.

The chairman of our board directors is not considered an independent director by reason of the fact that he is our President and Chief Executive Officer. However,following completion of the offering, our board of directors will take steps for facilitating the exercise of independent judgment by the board of directors, providingleadership for independent directors and ensuring that the directors who are independent of management have opportunities to meet without management present,as appropriate.

Mandate of the Board of Directors

Our board of directors is responsible for supervising the management of our business and affairs, including providing guidance and strategic oversight tomanagement. Our board of directors will hold regularly scheduled

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meetings as well as ad hoc meetings from time to time. Our board will adopt a formal mandate for the board of directors. The responsibilities of our board ofdirectors upon completion of this offering will include:

• adopting a strategic planning process, approving the principal business objectives for the company and approving major business decisions andstrategic initiatives;

• appointing the President and Chief Executive Officer of the company and developing the corporate goals and objectives that the President and Chief

Executive Officer is responsible for meeting, and reviewing the performance of the President and Chief Executive Officer against such goals andobjectives;

• overseeing communications with shareholders, other stakeholders, analysts and the public, including the adoption of measures for receiving feedbackfrom stakeholders; and

• monitoring the implementation of procedures, policies and initiatives relating to corporate governance, risk management, corporate socialresponsibility, health and safety, ethics and integrity.

Our board of directors has not developed at this time written position descriptions for the chairman of the board of directors or the chairperson of the boardcommittees. Their primary roles are managing the affairs of the board of directors or of such relevant committee, including ensuring the board of directors or suchcommittee is organized properly, functions effectively and meets its obligations and responsibilities. Each committee chairperson will conduct the affairs of theapplicable committee in accordance with the charter of such committee.

Our board of directors and our Chief Executive Officer have not developed at this time a written position description for the Chief Executive Officer or for otherexecutive officers. The role of the Chief Executive Officer is delineated on the basis of customary practice. The board of directors considers that the role andresponsibilities of the Chief Executive Officer are to develop the company’s strategic plans and policies and recommending such plans and policies to the board ofdirectors; provide executive leadership, oversee a comprehensive operational planning and budgeting process, supervise day-to-day management, report relevantmatters to the board of directors, facilitate communications between the board of directors and the senior management team, and identify business risks andopportunities and manage them accordingly, and has communicated the same to the Chief Executive Officer.

Orientation and Continuing Education

Following the completion of this offering, we will implement an orientation program for new directors under which each new director will meet separately with thechairman of our board of directors, individual directors and members of the senior management team. New directors will be provided with comprehensiveorientation and education as to our business, operations and corporate governance (including the role and responsibilities of the board of directors, each committee,and directors individually).

The chairman of our board of directors will be responsible for overseeing director continuing education designed to maintain or enhance the skills and abilities ofour directors and to ensure that their knowledge and understanding of our business remains current. The chairperson of each committee will be responsible forcoordinating orientation and continuing director development programs relating to the committee’s mandate.

Business Conduct and Ethics

Prior to the completion of this offering, we expect to adopt a Code of Business Conduct and Ethics, or Code of Conduct, applicable to all of our directors, officersand employees.

The Code of Conduct will set out our fundamental values and standards of behavior that are expected from our directors, officers and employees with respect to allaspects of our business. The objective of the Code of

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Conduct will be to provide guidelines for maintaining our integrity, reputation and honesty with a goal of honoring others’ trust in us at all times. The Code ofConduct will set out guidance with respect to conflicts of interest, protection and proper use of corporate assets and opportunities, confidentiality of corporateinformation, fair dealing with third parties, compliance with laws and reporting of any illegal or unethical behaviour.

We also expect to adopt a code of ethics for senior managers and financial officers, including our Chief Executive Officer, Chief Financial Officer, controller orprincipal accounting officer, or other persons performing similar functions.

Upon the completion of this offering, the full text of the Code of Conduct will be available on our website at www.canadagoose.com and our SEDAR profile atwww.sedar.com. Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus and is not incorporated byreference herein.

Monitoring Compliance with the Code of Business Conduct and Ethics

Our audit committee is responsible for reviewing and evaluating the Code of Conduct periodically and will recommend any necessary or appropriate changesthereto to our board of directors for consideration. The audit committee will also assist our board of directors with the monitoring of compliance with the Code ofConduct, and will be responsible for considering any waivers of the Code of Conduct (other than waivers applicable to our directors or executive officers, whichshall be subject to review by our board of directors as a whole).

Interests of Directors

A director who has a material interest in a matter before our board of directors or any committee on which he or she serves is required to disclose such interest assoon as the director becomes aware of it. In situations where a director has a material interest in a matter to be considered by our board of directors or anycommittee on which he or she serves, such director may be required to excuse himself or herself from the meeting while discussions and voting with respect to thematter are taking place. Directors will also be required to comply with the relevant provisions of the BCBCA regarding conflicts of interest. See “Description ofShare Capital—Certain Important Provisions of Our Articles and the BCBCA—Directors.”

Complaint Reporting and Whistleblower Policy

In order to foster a climate of openness and honesty in which any concern or complaint pertaining to a suspected violation of the law, our Code of Conduct or anyof our policies, or any unethical or questionable act or behavior, the board of directors will adopt a whistleblower policy that requires that our employees promptlyreport such violation or suspected violation. In order to ensure that violations or suspected violations can be reported without fear of retaliation, harassment or anadverse employment consequence, our whistleblower policy will contain procedures that are aimed to facilitate confidential, anonymous submissions by ouremployees.

Diversity

We believe that having a diverse board of directors can offer a breadth and depth of perspectives that enhance our performance. The nominating and governancecommittee values diversity of abilities, experience, perspective, education, gender, background, race and national origin. Recommendations concerning directornominees are based on merit and past performance as well as expected contribution to the board’s performance and, accordingly, diversity is taken intoconsideration. At closing of this offering, none of the members of our board of directors will be women.

We similarly believe that having a diverse and inclusive organization overall is beneficial to our success, and we are committed to diversity and inclusion at alllevels of our organization to ensure that we attract, retain and

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promote the brightest and most talented individuals. We have recruited and selected senior management candidates that represent a diversity of businessunderstanding, personal attributes, abilities and experience. Currently, 4 out of 13 members of our senior management team are women.

We do not currently have a formal policy for the representation of women on our board of directors or senior management. The nominating and governancecommittee and our senior management team already takes gender and other diversity representation into consideration as part of their overall recruitment andselection process. We have not adopted targets for gender or other diversity representation in part due to the need to consider a balance of criteria for eachindividual appointment.

We anticipate that the composition of the board of directors will in the future be shaped by the selection criteria to be developed by our board of directors andnominating and governance committee, ensuring that diversity considerations are taken into account in senior management, monitoring the level of womenrepresentation on the board and in senior management positions, continuing to broaden recruiting efforts to attract and interview qualified female candidates, andcommitting to retention and training to ensure that our most talented employees are promoted from within our organization, all as part of our overall recruitmentand selection process to fill board or senior management positions as the need arises and subject to the rights of our principal shareholders under agreements withthe company.

Board Committees

Upon the completion of this offering, our board of directors will have three standing committees: the audit committee; the compensation committee; and thenominating and governance committee. Each of the committees operates under its own written charter adopted by our board of directors, each of which will beavailable on our website upon closing of this offering.

AuditCommittee

Following this offering, our audit committee will be composed of Mr. Cotton, Mr. Gunn and Mr. Huët with Mr. Gunn serving as chairperson of the committee. Ourboard of directors has determined that Mr. Gunn and Mr. Huët meet the independence requirements under the rules of the NYSE, the BCBCA and under Rule 10A-3 of the Exchange Act. Within one year following the effective date of the registration statement relating to this offering, our audit committee will consistexclusively of independent directors. Our board of directors has determined that Mr. Gunn is an “audit committee financial expert” within the meaning of theSEC’s regulations and applicable Listing Rules of the NYSE. We will comply with NI 52-110 and intend to rely on the exemptions for U.S. listed issuersthereunder. The audit committee’s responsibilities upon completion of this offering will include:

• appointing, compensating, retaining and overseeing the work of any registered public accounting firm engaged for the purpose of preparing or issuingan audit report or performing other audit, review or attest services and reviewing and appraising the audit efforts of our independent accountants;

• pre-approving audit and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accountingfirm;

• establishing procedures for (i) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing mattersand (ii) confidential and anonymous submissions by our employees of concerns regarding questionable accounting or auditing matters;

• engaging independent counsel and other advisers, as necessary and determining funding of various services provided by accountants or advisersretained by the committee;

• reviewing our financial reporting processes and internal controls;

• establishing, overseeing and dealing with issues related to the company’s code of ethics for managers and financial officers;

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• reviewing and approving related-party transactions or recommending related-party transactions for review by independent members of our board ofdirectors; and

• providing an open avenue of communication among the independent accountants, financial and senior management and the board.

CompensationCommittee

Following this offering, our compensation committee will be composed of Mr. Bekenstein and Mr. Cotton, with Mr. Bekenstein serving as chairperson of thecommittee. Its primary purpose, with respect to compensation, will be to assist our board of directors in fulfilling its oversight responsibilities and to makerecommendations to our board of directors with respect to the compensation of our directors and executive officers. The principal responsibilities and duties of thecompensation committee include:

• evaluating our President and Chief Executive Officer’s and other executive officer’s performance in light of the goals and objectives established by

our board of directors and, based on such evaluation, with appropriate input from other independent members of our board of directors, determiningthe President and Chief Executive Officer’s and other executive officer’s compensation;

• administering our equity-based plans and management incentive compensation plans and making recommendations to our board of directors aboutamendments to such plans and the adoption of any new employee incentive compensation plans; and

• engaging independent counsel and other advisers, as necessary and determining funding of various services provided by accountants or advisersretained by the committee.

NominatingandGovernanceCommittee

Following this offering, our nominating and governance committee will be composed of Mr. Bekenstein, Mr. Cotton and Mr. Reiss, with Mr. Cotton serving aschairperson of the committee. The nominating and governance committee’s responsibilities upon completion of this offering will include:

• developing and recommending to the board of directors criteria for board and committee membership;

• recommending to the board of directors the persons to be nominated for election as directors and to each of the committees of the board of directors;

• assessing the independence of directors within the meaning of securities laws and stock exchange rules as applicable;

• considering resignations by directors submitted pursuant to our majority voting policy, and making recommendations to our board of directors as towhether or not to accept such resignations;

• reviewing and making recommendations to the board of directors in respect of our corporate governance principles;

• providing for new director orientation and continuing education for existing directors on a periodic basis;

• performing an evaluation of the performance of the committee; and

• overseeing the evaluation of the board of directors and its committees.

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Executive Compensation

Overview

The following tables and discussion relate to the compensation paid to or earned by our President and Chief Executive Officer, Dani Reiss, and our two most highlycompensated executive officers (other than Mr. Reiss) who were serving as executive officers on the last day of fiscal 2016. They are Scott Cameron, who serves asour Executive Vice President, E-commerce, Stores and Strategy, and Paul Riddlestone, our former Chief Operating Officer. Messrs. Reiss, Cameron, andRiddlestone are referred to collectively in this prospectus as our named executive officers.

Summary Compensation Table

The following table sets forth information about certain compensation awarded to, earned by, or paid to our named executive officers during fiscal 2016:

Name and principal position Year Salary ($) (1)

Bonus ($)

Option awards ($) (2)

Non-equity incentive plan compensation

($)

All other compensation

($) (3) Total

($) Dani Reiss, C.M. 2016 1,020,150 150,000 (4) — 600,000 (5) 421 1,770,571 President&ChiefExecutiveOfficer

Scott Cameron 2016 79,327 137,500 (6) 396,165 — 2,902 615,894 EVP,E-commerce,Stores&Strategy

Paul Riddlestone(7) 2016 273,946 87,696 (8) — — 421 362,063 FormerChiefOperatingOfficer

(1) Amount shown for Mr. Reiss includes salary paid to him as our President and Chief Executive Officer ($1,000,000) and fees paid in connection with his

service on the board of Canada Goose International AG, a wholly-owned subsidiary of the Company (aggregate of $20,150). Amount shown for board fees isin Canadian dollars, but was paid to Mr. Reiss in three equal payments in Swiss Francs (CHF) and the exchange rate was calculated based on the daily noonexchange rate on each of February 25, 2016, July 25, 2016 and December 23, 2016; of C$1.00 = CHF 0.73, C$1.00 = CHF 0.75 and C$1.00 = CHF 0.76,respectively, as published by the Bank of Canada. Amount shown for Mr. Cameron includes contributions by him to the Group Retirement Savings Plan forthe Employees of Canada Goose Inc. (referred to as the RSP and described below). Messrs. Reiss and Riddlestone did not contribute to the RSP in fiscal2016.

(2) Amount shown reflects the grant date fair value of options to purchase Class B Common Shares and Class A Junior Preferred Shares, granted to Mr.Cameron in fiscal 2016. The value was determined in accordance with IFRS 2.

(3) Amounts shown in this column include Company-paid life insurance premiums of $421, $90 and $421 paid on behalf of Messrs. Reiss, Cameron andRiddlestone, respectively, and, for Mr. Cameron, Company contributions of $2,812 under our Deferred Profit Sharing Plan for the Employees of CanadaGoose Inc. (referred to as the DPSP and described below).

(4) Amount shown reflects the portion of Mr. Reiss’s annual bonus earned with respect to fiscal 2016 that was based on the achievement of individualperformance goals.

(5) Amount shown reflects the portion of Mr. Reiss’s annual bonus earned with respect to fiscal 2016 that was based on the achievement of EBITDA goals.(6) Amount shown represents a cash sign-on bonus of $100,000 paid to Mr. Cameron in connection with his commencement of employment with us and Mr.

Cameron’s annual bonus of $37,500 earned with respect to fiscal 2016.(7) Mr. Riddlestone’s employment with the company terminated on January 10, 2017.(8) Amount shown represents Mr. Riddlestone’s annual bonus earned with respect to fiscal 2016.

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2016 Base Salaries

Base salaries provide our named executive officers with a fixed amount of compensation each year. Base salary levels reflect the executive’s title, experience, levelof responsibility, and performance. Initial base salaries for our named executive officers were set forth in their employment agreements, as described below under“Agreements with our Named Executive Officers.” Base salaries for Messrs. Reiss and Cameron have remained the same in fiscal 2017, while Mr. Riddlestone’sbase salary increased to $280,000 as of April 1, 2016.

2016 Bonuses

Each named executive officer is (or was, in Mr. Riddlestone’s case) eligible to receive an annual bonus pursuant to his employment agreement, as described belowunder “Agreements with our Named Executive Officers.” The annual bonus amounts earned by our named executive officers for fiscal 2016 are shown in theSummary Compensation Table above.

For fiscal 2016, Mr. Reiss was eligible to earn a target annual bonus equal to $750,000, based on the achievement of pre-established fiscal 2016 EBITDA targets,weighted at 80% of his bonus, and individual performance criteria, weighted at 20% of his bonus. Target EBITDA was approved by our board of directors at thebeginning of fiscal 2016 in connection with the annual budgeting process, with target EBITDA set at $55.59 million and payout of the EBITDA component of Mr.Reiss’s bonus being earned at 100% upon achievement of EBITDA within a range of 95% to 105% of target. No portion of the EBITDA component of Mr. Reiss’sbonus would be earned if EBITDA were achieved at 80% or less below target. Achievement of EBITDA between 80% of target and less than 95% of target wouldresult in the EBITDA component of Mr. Reiss’s bonus being earned on a straight-line basis between 0% and 100%. Achievement of EBITDA above 105% of targetwould result in the EBITDA component of Mr. Reiss’s bonus being earned on a straight-line basis between 100% and 200%, with 135% of target as the upperbound. The individual performance criteria for Mr. Reiss for fiscal 2016 included leadership and effectiveness goals determined by our board of directors.

Mr. Reiss earned a fiscal 2016 bonus equal to 100% of his target annual bonus, based on the determination by our board of directors that EBITDA, as adjusted, wasdeemed achieved at 100% of target and that Mr. Reiss also achieved his leadership and effectiveness goals at 100% of target.

Messrs. Cameron and Riddlestone were eligible to earn annual bonuses for fiscal 2016 under a broad-based annual bonus plan for salaried employees targeted at40% of their base salaries, respectively, with Mr. Cameron’s bonus pro-rated to reflect one quarter of service. Bonuses could be earned under the plan based on theachievement of pre-established EBITDA targets and a participant’s individual performance review for fiscal 2016. Target EBITDA for purposes of our fiscal 2016annual bonus plan was defined the same as above for Mr. Reiss, with target EBITDA also set at $55.59 million. No bonuses were payable under the plan forachievement of EBITDA at less than 80% of target or an individual performance rating of “needs immediate improvement.” Upon achievement of EBITDA of atleast 80% of target, a participant could receive an annual bonus of between 0% and 160% of his or her targeted bonus, depending on an individual performancerating of “exceptional,” “tracking,” “leading,” or “inconsistent,” with ranges of bonuses as a percentage of target eligible to be earned at each performance rating.Messrs. Cameron and Riddlestone earned fiscal 2016 bonuses equal to 100% and 80% of their targeted annual bonuses, respectively. Fiscal 2016 bonuses were paidto Messrs. Reiss, Cameron and Riddlestone on June 24, 2016.

Equity-Based Compensation

Mr. Cameron was our only named executive officer granted an equity award in fiscal 2016. In connection with his commencement of employment with us inJanuary 2016, Mr. Cameron was granted options to purchase Class B Common Shares and Class A Junior Preferred Shares. In fiscal 2015, Mr. Riddlestone wasgranted options to purchase Class B Common Shares and Class A Junior Preferred Shares. One-third of each of Messrs. Cameron’s

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and Riddlestone’s awards is (or was in Mr. Riddlestone’s case) subject to time-based vesting, and two-thirds is or was, as applicable, subject to time-based andperformance-based vesting, with the performance-based component tied to the achievement by Bain Capital of certain returns on its investment in Canada Goose.In connection with this offering, we expect an aggregate of approximately 673,000 performance-based options to vest, including certain of the performance-basedoptions held by our executive officers. The time-based vesting options and the time-vesting component of the options subject to time-based and performance-basedvesting held by Messrs. Cameron and Riddlestone will accelerate (or would have accelerated in Mr. Riddlestone’s case) in full upon a change of control, subject totheir continued employment through such date.

Employee Benefits

Our full-time employees, including our named executive officers, are eligible to participate in our health and welfare benefit plans, which include medical, dental,vision, basic and dependent life, supplemental life, accidental death, dismemberment and specific loss, long-term disability, and optional critical illness insurance.Employees are also eligible to receive continuing education support and to participate in our employee purchase program, which allows employees to purchase aspecified number of jackets and accessories at 50% of the manufacturer’s suggested retail price. Our named executive officers participate in these plans on aslightly better basis than other salaried employees, including in some instances with slightly lower deductibles, better cost-sharing rates and the ability to purchaseMedcan health coverage. Our named executive officers are also entitled to three complimentary jackets each calendar year.

Retirement Plans

In fiscal 2016, Messrs. Cameron and Riddlestone were eligible to participate in the RSP, a broad-based registered defined contribution plan offered to all of ourfull-time Canada-based employees other than Mr. Reiss. Salaried employees in Toronto (including Messrs. Cameron and Riddlestone, but not Mr. Reiss) may deferup to 3% of their annual earnings into the RSP and may make additional voluntary contributions. We will match any such employee contributions by making acontribution to the DPSP, a broad-based defined contribution plan offered to all of our full-time, salaried employees. The match is equal to 100% of the requiredparticipant contributions made into the plan up to 3% of the participant’s annual base salary. We do not sponsor or maintain any qualified or non-qualified definedbenefit plans or supplemental executive retirement plans.

Agreements with our Named Executive Officers

We have entered into an employment agreement with each of our named executive officers, and, in connection with this offering, we have amended and restatedMr. Reiss’s agreement. The terms of the agreements, including the amended and restated agreement, are as follows.

BaseSalariesandBonusOpportunities

Under his employment agreement, effective March 9, 2017, Mr. Reiss is entitled to an annual base salary of $1,000,000, subject to annual review and increase byour board of directors. Mr. Reiss is also eligible for an annual incentive bonus targeted at 75% of his annual base salary. The employment agreement also providesfor participation by Mr. Reiss in our long-term equity incentive plans.

Under his employment agreement, effective January 4, 2016, Mr. Cameron is entitled to an annual base salary of $375,000, subject to annual review. Mr. Cameronis also eligible to participate in our annual bonus plan, with an annual incentive bonus targeted at 40% of his annual base salary and potential payouts ranging from0% to 160% of his targeted annual bonus. Mr. Cameron received a cash sign-on bonus of $100,000 in connection with his hire.

Under his employment agreement, effective October 21, 2010 and which terminated in connection with the termination of his employment on January 10, 2017,Mr. Riddlestone was entitled to an annual base salary of $190,000, subject to bi-annual review. Pursuant to his employment agreement, Mr. Riddlestone was alsoeligible to participate in our annual bonus plan, with an annual incentive bonus targeted at 15% of his annual base salary and an additional 5% of annual base salarybased on achievement of our gross margin goals.

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Messrs. Reiss and Cameron continue to have an annual base salary and target annual incentive bonus at the same level as specified in their employmentagreements, while Mr. Riddlestone’s annual base salary had since increased to $280,000 and his target annual incentive bonus had since increased to 40% of hisannual base salary.

Severance

If Mr. Reiss’s employment were terminated by us without cause or he resigned for good reason, he would be entitled to (i) a severance amount representing twotimes Mr. Reiss’s annual base salary plus two times the average amount of the annual bonus earned by Mr. Reiss in the two complete fiscal years preceding thedate of his termination of employment (ii) a pro rata bonus amount for the year in which the termination occurs, based on the actual bonus amount paid in the prioryear and (iii) continued participation in our benefit plans for a period of 24 months following the date of termination of employment.

If Mr. Cameron’s employment were terminated by us without cause, he would be entitled to notice or pay in lieu of notice and benefits continuance equal to twoweeks’ notice plus an additional four weeks per year of completed service, up to a maximum of 52 weeks.

Mr. Riddlestone’s employment agreement provided that we may terminate his employment without cause by providing notice or pay in lieu of notice and benefitscontinuance in accordance with the provisions of applicable employment standards legislation. In connection with Mr. Riddlestone’s departure, we terminated hisemployment agreement and entered into a new settlement agreement. The Termination Letter and the Settlement Agreement are filed as exhibits 10.23 and 10.24 tothe registration statement relating to this offering. In addition, the portion of his options subject to time-based vesting that were vested as of the termination datewill remain outstanding and exercisable upon the earlier of (i) 15 months after the date of his termination of employment and (ii) the termination of all lock-upperiods applicable to any shareholders or other beneficial owners of our securities in connection with this offering.

RestrictiveCovenants

Under his employment agreement, Mr. Reiss is subject to non-competition obligations during and for one year following his termination of employment,restrictions on soliciting our customers, prospective customers, employees or consultants during and for two years following his termination of employment, aswell as intellectual property assignment and confidentiality obligations.

Under their employment agreements, Messrs. Cameron and Riddlestone are subject to non-competition obligations during and for one year following theirtermination of employment, restrictions on soliciting our customers or employees for one year following their termination of employment, intellectual propertyassignment obligations during and for one year following their termination of employment, and confidentiality obligations.

In addition, as a condition to receiving their Canada Goose Holdings Inc. option awards, Messrs. Cameron and Riddlestone entered into restrictive covenantagreements binding them to non-competition obligations with respect to our business beginning on the first date on which any options granted pursuant to theaward vest and continuing for 12 months following their termination of employment, restrictions on soliciting customers, prospective customers, employees andindependent contractors beginning on the first date on which any options granted pursuant to the award vest and continuing for 24 months following theirtermination of employment, as well as confidentiality obligations during and after their employment with us.

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Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding equity awards held by our named executive officers as of March 31, 2016. OPTION AWARDS

Name

Number of securities

underlying unexercised options (#) exercisable

Number of securities

underlying unexercised options (#)

unexercisable

Equity incentive

plan awards:

Number of securities

underlying unexercised unearned options (#)

Option exercise

price ($)

Option expiration

date Dani Reiss — — — — — Scott Cameron (1) — 280,968 561,939 3.55 1/4/2026 Paul Riddlestone (2) 182,770 274,155 913,853 1.00 4/17/2024 (1) Mr. Cameron was granted 337,162 options to purchase Class B Common Shares and 505,745 options to purchase Class A Junior Preferred Shares on January

4, 2016. One third of his options are subject to time-based vesting of 40% on the second anniversary of the grant date and 20% on each anniversary of thegrant date thereafter (Cameron Time-Based Options). The remaining two-thirds of his options are subject to both time-based and performance-based vestingwith the performance metrics reflecting a multiple of Bain Capital’s return on its investment in us (Cameron Performance-Based Options). The CameronPerformance-Based Options are subject to the same time-based vesting schedule as the Cameron Time-Based Options. The Cameron Time-Based Optionsand the time-vesting component of the Cameron Performance-Based Options will accelerate in full upon a change of control.

(2) Mr. Riddlestone was granted 548,311 options to purchase Class B Common Shares and 822,467 options to purchase Class A Junior Preferred Shares onApril 17, 2014. One third of his options were subject to time-based vesting of 40% on December 9, 2015 and 20% on each December 9 th thereafter(Riddlestone Time-Based Options). The remaining two-thirds of his options were subject to both time-based and performance-based vesting with theperformance metrics reflecting a multiple of Bain Capital’s return on its investment in us (Riddlestone Performance-Based Options). The RiddlestonePerformance-Based Options were subject to the same time-based vesting schedule as the Riddlestone Time-Based Options. The Riddlestone Time-BasedOptions and the time-vesting component of the Riddlestone Performance-Based Options would have accelerated in full upon a change of control. Treatmentof Mr. Riddlestone’s options in connection with the termination of his employment is described above under “Agreements with our Named ExecutiveOfficers—Severance.”

Director Compensation

Other than Mr. Reiss, whose compensation is included with that of our other named executive officers, none of our directors received any compensation for theirservices during fiscal 2016.

Equity Incentive Plans

In December 2013, we established the Canada Goose Holdings Inc. Stock Option Plan. In this prospectus, we refer to this plan as the Legacy Option Plan. Uponcompletion of this offering following the amendment of our Legacy Option Plan, outstanding options granted under the Legacy Option Plan will be exercisable forsubordinate voting shares, and no further awards will be made under the Legacy Option Plan. Prior to the completion of this offering, we will adopt an omnibusincentive plan (referred to as the Omnibus Incentive Plan), which will be effective upon the completion of this offering, and which will allow our board ofdirectors, to grant long-term equity-based awards to eligible participants. We refer herein to our Legacy Option Plan and our Omnibus Incentive Plan collectivelyas the equity incentive plans.

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OmnibusIncentivePlan

The Omnibus Incentive Plan will allow for a variety of equity-based awards that provide different types of incentives to be granted to our directors, executiveofficers, employees and consultants, including options, share appreciation rights, unvested shares and restricted share units, collectively referred to as awards. Ourboard of directors will initially be responsible for administering the Omnibus Incentive Plan, and may delegate its responsibilities thereunder. The followingdiscussion is qualified in its entirety by the full text of the Omnibus Incentive Plan.

Our board of directors, in its sole discretion, shall from time to time designate the directors, executive officers, employees or consultants to whom awards shall begranted and determine, if applicable, the number of subordinate voting shares to be covered by such awards and the terms and conditions of such awards. Thenumber of subordinate voting shares reserved for issuance under the Omnibus Incentive Plan will be equal to 4,600,340 subordinate voting shares and the numberof subordinate voting shares reserved for issuance under the Legacy Option Plan will be equal to 5,899,660 subordinate voting shares (representing in aggregate10,500,000 subordinate voting shares or approximately 10% of the issued and outstanding subordinate voting shares and multiple voting shares as of the closing ofthis offering assuming no exercise of the underwriters’ over-allotment option). Subordinate voting shares underlying options terminated, surrendered or cancelledunder the Legacy Option Plan will become available for issuance under the Omnibus Incentive Plan. If an outstanding award expires or is terminated, surrenderedor cancelled for any reason without having been exercised or settled in full, or if subordinate voting shares acquired pursuant to an award subject to forfeiture areforfeited, the subordinate voting shares covered by such award, if any, will again be available for issuance under the Omnibus Incentive Plan. Subordinate votingshares will not be deemed to have been issued pursuant to the Omnibus Incentive Plan with respect to any portion of an award that is settled in cash.

IndividualLimits.The maximum number of shares for which options may be granted and the maximum number of shares subject to share appreciation rights whichmay be granted to any person in any fiscal year is, in each case, 200,000 shares. The maximum number of shares subject to other awards which may be granted toany person in any fiscal year is 200,000 shares. The maximum amount that may be paid to any person in any fiscal year with respect to cash awards is $500,000and with respect to cash awards with a performance period longer than one year is $1,000,000.

Non-EmployeeDirectorLimits.The maximum aggregate grant date fair value, as determined in accordance with IFRS 2, of awards granted to any non-employeedirector for service as a director pursuant to the Omnibus Incentive Plan during any fiscal year, together with any other fees or compensation paid to such directoroutside of the Omnibus Incentive Plan for services as a director may not exceed $500,000 (or, in the fiscal year of any director’s initial service, $750,000).

InsiderParticipationLimit.The aggregate number of subordinate voting shares issuable to insiders and their associates at any time under the Omnibus IncentivePlan, the Legacy Option Plan or any other proposed or established share compensation arrangement, shall not exceed 10% of the issued and outstandingsubordinate voting shares and multiple voting shares, and the aggregate number of subordinate voting shares issued to insiders and their associates under theOmnibus Incentive Plan, the Legacy Option Plan or any other proposed or established share compensation arrangement within any one-year period shall not exceed10% of the issued and outstanding subordinate voting shares and multiple voting shares.

Options.All options granted under the Omnibus Incentive Plan will have an exercise price determined and approved by our board of directors at the time of grant,which shall not be less than the market price of the subordinate voting shares on the date of the grant. For purposes of the Omnibus Incentive Plan, the market priceof the subordinate voting shares as at a given date shall be the volume weighted average trading price on the TSX for the five trading days before such date.

Subject to any vesting conditions, an option shall be exercisable during a period established by our board of directors which shall not be more than ten years fromthe grant date of the option. The Omnibus Incentive Plan

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will provide that the exercise period shall automatically be extended if the date on which it is scheduled to terminate shall fall during a blackout period. In suchcases, the extended exercise period shall terminate ten business days after the last day of the blackout period.

ShareAppreciationRights. For share appreciation rights granted under the Omnibus Incentive Plan, the participant, upon exercise of the share appreciation right,will have the right to receive a number of subordinate voting shares equal in value to the excess of: (a) the market price of a subordinate voting share on the date ofexercise over (b) the grant price of the share appreciation right as determined by the board of directors, which grant price cannot be less than the market price of asubordinate voting share on the date of grant. Subject to any vesting conditions imposed by our board of directors, a share appreciation right shall be exercisableduring a period established by our board of directors which shall not be more than ten years from the date of the granting of the share appreciation right. TheOmnibus Incentive Plan will provide that the exercise period shall automatically be extended if the date on which it is scheduled to terminate shall fall during ablackout period. In such cases, the extended exercise period shall terminate ten business days after the last day of the blackout period.

UnvestedShares. Our board of directors is authorized to grant awards of subordinate voting shares subject to vesting conditions to eligible persons under theOmnibus Incentive Plan. The subordinate voting shares awarded with vesting conditions will be subject to such restrictions and other conditions as our board ofdirectors may impose (including, without limitation, a restriction on or prohibition against the right to receive any dividend or other right or property with respectthereto), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise as the board of directors determines(and, thereupon, the subordinate voting shares awarded would not be subject to any different restrictions or conditions from the other subordinate voting shares ofthe company).

RestrictedShareUnits.Our board of directors is authorized to grant restricted share units evidencing the right to receive subordinate voting shares (issued fromtreasury or purchased on the open market), cash based on the value of a subordinate voting share or a combination thereof at some future time to eligible personsunder the Omnibus Incentive Plan. The delivery of the subordinate voting shares or cash may be subject to the satisfaction of performance conditions or othervesting conditions.

PerformanceCriteria.The Omnibus Incentive Plan provides that grants of awards under the Omnibus Incentive Plan may be made based upon, and subject toachieving, “performance criteria” over a specified performance period. Performance criteria with respect to those awards that are intended to qualify as“performance-based compensation” for purposes of Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”) are limitedto an objectively determinable measure or objectively determinable measures of performance relating to any or any combination of the following (measured eitherabsolutely or by reference to an index or indices and determined either on a consolidated basis or, as the context permits, on a divisional, subsidiary, line ofbusiness, project or geographical basis or in combinations thereof): sales; net sales; sales by location or store type; revenues; assets; expenses; earnings before orafter deduction for all or any portion of interest, taxes, depreciation, and/or amortization, whether or not on a continuing operations or an aggregate or per sharebasis; return on equity, investment, capital, capital employed or assets; one or more operating ratios; borrowing levels, leverage ratios or credit rating; market share;capital expenditures; cash flow; operating efficiencies; operating income; net income; share price; shareholder return; sales of particular products or services;customer acquisition or retention; buyer contribution; acquisitions and divestitures (in whole or in part); joint ventures and strategic alliances; spin-offs, split-upsand the like; reorganizations; or recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings.

To the extent consistent with the requirements for satisfying the performance-based compensation exception under Section 162(m), our board of directors (or acommittee of the board that meets certain requirements of Section 162(m)) may provide in the case of any award intended to qualify for such exception that one ormore of the performance objectives applicable to an award will be adjusted in an objectively determinable manner to reflect events (for example, the impact ofcharges for restructurings, discontinued operations, mergers,

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acquisitions, extraordinary items, and other unusual or non-recurring items, and the cumulative effects of tax or accounting changes, each as defined by generallyaccepted accounting principles) occurring during the performance period of such award that affect the applicable performance objectives.

Adjustments.In the event of any subdivision, consolidation, reclassification, reorganization or any other change affecting the subordinate voting shares, or anymerger or amalgamation with or into another corporation, or any distribution to all security holders of cash, evidences of indebtedness or other assets not in theordinary course, or any transaction or change having a similar effect, our board of directors shall in its sole discretion, subject to the required approval of any stockexchange, determine the appropriate adjustments or substitutions to be made in such circumstances in order to maintain the economic rights of the participants inrespect of awards under the Omnibus Incentive Plan, including, without limitation, adjustments to the exercise price, the number and kind of securities subject tounexercised awards granted prior to such change and/or permitting the immediate exercise of any outstanding awards that are not otherwise exercisable.

TriggerEvents; ChangeofControl. The Omnibus Incentive Plan will provide that certain events, including termination for cause, resignation, termination otherthan for cause, retirement, death or disability, may trigger forfeiture or reduce the vesting period, where applicable, of the award, subject to the terms of theparticipant’s agreement. A participant’s grant agreement or any other written agreement between a participant and us may provide, where applicable, that unvestedawards be subject to acceleration of vesting and exercisability in certain circumstances, including in the event of certain change of control transactions. Our boardof directors may at its discretion accelerate the vesting, where applicable, of any outstanding awards notwithstanding the previously established vesting schedule,regardless of any adverse or potentially adverse tax consequences resulting from such acceleration or, subject to applicable regulatory provisions and shareholderapproval, extend the expiration date of any award, provided that the period during which an option or a share appreciation right is exercisable does not exceed tenyears from the date such option or share appreciation right is granted or that the restriction period relating to a restricted share unit does not exceed three years.Similarly, in the event of a change of control, our board of directors will have the power, in its sole discretion, to modify the terms of the Omnibus Incentive Planand/or the awards granted thereunder (including to cause the vesting of all unvested awards) to assist the participants to tender into a take-over bid or any othertransaction leading to a change of control. In such circumstances, our board of directors shall be entitled to, in its sole discretion, provide that any or all awardsshall terminate, provided that any such outstanding awards that have vested shall remain exercisable until consummation of such change of control, and/or permitparticipants to conditionally exercise awards.

AmendmentsandTermination. Our board of directors may suspend or terminate the Omnibus Incentive Plan at any time, or from time to time amend or revise theterms of the Omnibus Incentive Plan or of any granted award, provided that no such suspension, termination, amendment or revision will be made, (i) except incompliance with applicable law and with the prior approval, if required, of the shareholders, the NYSE, the TSX or any other regulatory body having authority overour company, and (ii) if it would adversely alter or impair the rights of any participant, without the consent of the participant except as permitted by the terms of theOmnibus Incentive Plan, provided however, subject to any applicable rules of the NYSE and the TSX, the board of directors may from time to time, in its absolutediscretion and without the approval of shareholders, make, amongst others, the following amendments to the Omnibus Incentive Plan or any outstanding award:

• any amendment to the vesting provisions, if applicable, or assignability provisions of awards;

• any amendment to the expiration date of an award that does not extend the terms of the award past the original date of expiration for such award;

• any amendment regarding the effect of termination of a participant’s employment or engagement;

• any amendment which accelerates the date on which any option or share appreciation right may be exercised under the Omnibus Incentive Plan;

• any amendment to the definition of an eligible person under the Omnibus Incentive Plan;

• any amendment necessary to comply with applicable law or the requirements of the NYSE, the TSX or any other regulatory body;

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• any amendment of a “housekeeping” nature, including, without limitation, to clarify the meaning of an existing provision of Omnibus Incentive Plan,

correct or supplement any provision of the Omnibus Incentive Plan that is inconsistent with any other provision of the Omnibus Incentive Plan, correctany grammatical or typographical errors or amend the definitions in the Omnibus Incentive Plan;

• any amendment regarding the administration of the Omnibus Incentive Plan;

• any amendment to add or amend provisions permitting for the granting of cash-settled awards, a form of financial assistance or clawback; and

• any other amendment that does not require the approval of the holders of subordinate voting shares pursuant to the amendment provisions of theOmnibus Incentive Plan.

For greater certainty, our board of directors shall be required to obtain shareholder approval to make the following amendments:

• any increase in the maximum number of subordinate voting shares that may be issuable pursuant to the Omnibus Incentive Plan;

• except for adjustments permitted by the Omnibus Incentive Plan, any reduction in the exercise price of an option or share appreciation right or any

cancellation of an option or share appreciation right and replacement of such option or share appreciation right with an option or share appreciationright with a lower exercise price, to the extent such reduction or replacement benefits an insider;

• any extension of the term of an award beyond its original expiry time to the extent such amendment benefits an insider;

• any increase in the maximum number of subordinate voting shares that may be issuable to insiders pursuant to the insider participation limit; and

• any amendment to the amendment provisions of the Omnibus Incentive Plan.

Except as specifically provided in an award agreement approved by our board of directors, awards granted under the Omnibus Incentive Plan are generally nottransferable other than by will or the laws of descent and distribution.

We currently do not provide any financial assistance to participants under the Omnibus Incentive Plan.

LegacyOptionPlan

We have previously granted options to acquire Class B Common Shares and Class A Junior Preferred Shares to certain directors, officers and employees under theLegacy Option Plan. In connection with the Recapitalization, such options became options to acquire Class A Common Shares under the Legacy Option Plan. Priorto the closing of this offering, the Legacy Option Plan will be amended such that options to acquire Class A Common Shares will constitute options to purchase anequal number of subordinate voting shares at the same exercise price, once the applicable options are otherwise vested and exercisable. The following discussion isqualified in its entirety by the full text of the Legacy Option Plan. Following the closing of this offering, no additional options will be granted under the LegacyOption Plan.

The Legacy Option Plan allows for the grant of options to our directors, officers and full-time and part-time employees and those of our affiliates. Our board ofdirectors is responsible for administering the Legacy Option Plan and has the sole and complete authority, in its sole discretion, to determine the individuals towhom options may be granted and to grant options in such amounts and, subject to the provisions of the plan, on such terms and conditions as it determinesincluding: (i) the time or times at which options may be granted, (ii) the exercise price, (iii) the time or times when each option vests and becomes exercisable andthe duration of the exercise period (provided however that the exercise period may not exceed 10 years), (iv) whether restrictions or limitations are to be imposedon the shares underlying options and the nature of such restrictions or limitations and (v) any acceleration of exercisability or waiver of termination regarding anyoption.

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Pursuant to the Legacy Option Plan, as it will be amended in connection with this offering, the aggregate number of shares that may be issued pursuant to theexercise of options cannot represent more than 5,899,660 subordinate voting shares, which is equal to the number of subordinate voting shares underlyingoutstanding options under the Legacy Option Plan as of the date of this prospectus. Following completion of this offering, the subordinate voting shares issuableupon exercise of such options will represent, in the aggregate, approximately 6% of the aggregate number of subordinate voting shares and multiple voting sharesissued and outstanding upon completion of this offering (assuming no exercise of the underwriters’ over-allotment option).

An option granted under the Legacy Option Plan is exercisable no later than ten years after the date of grant. In order to facilitate the payment of the exercise priceof the options, the Legacy Option Plan allows for the participant to surrender options in order to “net exercise”, subject to the procedures set out in the LegacyOption Plan, including the consent of our board of directors.

TriggerEvents;ChangeofControl.The Legacy Option Plan provides that certain events, including termination for cause, termination without cause, retirement,disability or death, may trigger forfeiture or reduce the vesting period, where applicable, of the option, subject to the terms of the participant’s agreement. Ourboard of directors may, in its discretion, at any time prior to or following such events, permit the exercise of any or all options held by the optionee in the mannerand on the terms authorized by the board of directors, provided that the board of director cannot, in any case, authorize the exercise of an option beyond theexpiration of the exercise period of the particular option. Otherwise, options granted may generally only be exercised during the lifetime of the optionee by suchoptionee personally. The Legacy Option Plan also provides that, in connection with a subdivision or consolidation of our shares or any other capital reorganizationor a payment of a stock dividend (other than a stock dividend that is in lieu of a cash dividend), our board of directors may make certain adjustments to outstandingoptions and authorize such steps to be taken as may be equitable and appropriate to that end. In the event of an amalgamation, combination, plan of arrangement,merger or other reorganization, including by sale or lease of assets or otherwise, or of the payment of an extraordinary dividend, our board of directors may alsomake certain adjustments to outstanding options and authorize such steps to be taken as may be equitable and appropriate to that end. In the event of certain changeof control transactions, our board of directors may (i) provide for substitute or replacement options of similar value from, or the assumption of outstanding optionsby, the acquiring or surviving entity or one or more of its affiliates; (ii) provide that all options shall terminate, provided that any outstanding vested options shallremain exercisable until consummation of such change of control transaction or (iii) accelerate the vesting of any or all outstanding options.

AmendmentsandTermination.Our board of directors may, without notice, at any time from time to time, amend, suspend or terminate the Legacy Option Plan orany provisions hereof in such respects as it, in its sole discretion, determines appropriate, except that it may not without the consent of the optionee (or therepresentatives of his or her estate) materially alter or impair any rights or obligations arising from any option previously granted to such optionee under the LegacyOption Plan that remains outstanding.

Recapitalization.As a result of the Recapitalization, all of the outstanding options under the Legacy Option Plan became options to acquire Class A CommonShares thereunder. As of March 1, 2017, options to acquire a total of 5,899,660 Class A Common Shares are outstanding under the Legacy Option Plan.

In connection with this offering, the Legacy Option Plan will be amended and restated to, among other things, include terms and conditions required by the TSX fora stock option plan and to mirror the terms of the Omnibus Incentive Plan summarized above under “—Omnibus Incentive Plan” to the extent applicable to a“legacy” stock option plan under similar circumstances. For additional information relating to options outstanding under the Legacy Option Plan, see “Descriptionof Share Capital—Options to Purchase Securities.”

EmployeeSharePurchasePlan

Prior to the completion of this offering, we intend to adopt an employee share purchase plan, or ESPP, pursuant to which eligible employees will be able to acquiresubordinate voting shares in a convenient and systematic

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manner through payroll deductions. The following discussion is qualified in its entirety by the full text of the ESPP.

Unless otherwise determined by our board of directors, participation in the ESPP will be open to employees of Canada Goose in Canada and the United States whoare customarily employed for at least 20 hours per week and more than five months in any calendar year. We currently intend to allow participation in the ESPPonly by employees who are not employed in a director-level capacity or more senior capacity. Participation in the ESPP will be voluntary. Eligible employees willbe able to contribute up to 10% of their gross base earnings for purchases under the ESPP and we will match up to one third of the contributions made by suchemployees.

At our option, subordinate voting shares purchased under the ESPP will be issued from treasury at the market price of the subordinate voting shares on such date oracquired through open market purchases, in each case in accordance with all applicable laws and the terms and conditions of the ESPP. For the purposes of theESPP, the market price of the subordinate voting shares as at a given date shall be the closing price on TSX or the NYSE, depending on the currency in which theemployee’s compensation is paid, on the trading day preceding such date. The number of subordinate voting shares reserved for issuance under the ESPP will beequal to 500,000 subordinate voting shares (representing less than 1% of the issued and outstanding subordinate voting shares and multiple voting shares as of theclosing of this offering assuming no exercise of the underwriters’ over-allotment option). Under the ESPP, subordinate voting shares acquired by eligibleemployees will be required to be held for a period of one year.

The ESPP will be administered by our board of directors, which may delegate its authority thereunder as contemplated by the ESPP. Our board of directors willhave the authority, in the case of special dividends or distributions, specified reorganizations and other transactions, to determine appropriate equitable adjustments,if any, to be made under the ESPP, including adjustments to the number of subordinate voting shares which have been authorized for issuance under the ESPP. Ourboard of directors will have the right to amend, suspend or terminate the ESPP, in whole or in part, at any time, subject to applicable laws and requirements of anystock exchange or governmental or regulatory body (including any requirement for shareholder approval). Subject to certain exceptions, our board of directors willbe entitled to make amendments to the ESPP without shareholder approval.

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Certain Relationships and Related Party Transactions

Review, Approval or Ratification of Transactions with Related Parties

Prior to the completion of this offering, we expect to implement formal policies and procedures for the review, approval or ratification of related-party transactionsthat may be required to be reported under the disclosure rules applicable to us. As of the date of this prospectus, such transactions, if and when they are proposed orhave occurred, are reviewed by one or more of the board of directors, audit committee or the compensation committee (other than the directors or committeemembers involved, if any) on a case-by-case basis, depending on whether the nature of the transaction would otherwise be under the purview of the auditcommittee, the compensation committee or the board of directors.

Investor Rights Agreement

In connection with this offering, we expect to enter into an Investor Rights Agreement with Bain Capital and DTR LLC, an entity indirectly controlled by ourPresident and Chief Executive Officer, which we refer to as the Investor Rights Agreement. The Investor Rights Agreement will become effective upon thetermination of our existing shareholders agreement in connection with the closing of the offering.

The following is a summary of certain registration rights and nomination rights of our principal shareholders (including their permitted affiliates and transferees)under the Investor Rights Agreement, which summary is not intended to be complete. The following discussion is qualified in its entirety by the full text of theInvestor Rights Agreement.

RegistrationRights

Pursuant to the Investor Rights Agreement, Bain Capital will be entitled to certain demand registration rights which will enable it to require us to file a registrationstatement and/or a Canadian prospectus and otherwise assist with public offerings of subordinate voting shares (including subordinate voting shares issuable uponconversion of multiple voting shares) under the Securities Act and applicable Canadian securities laws, in accordance with the terms and conditions of the InvestorRights Agreement. DTR LLC will be entitled to similar demand registration rights at such time as Bain Capital no longer holds securities subject to registrationrights, as well as certain incidental registration rights in connection with demand registrations initiated by Bain Capital, and Bain Capital and DTR LLC will beentitled to certain “piggy-back” registration rights in the event that we propose to register securities as part of a public offering.

We will be entitled to postpone or suspend a registration request for a period of up to 60 days during any 12-month period where such registration request wouldrequire us to make any adverse disclosure. In addition, in connection with an underwritten offering, the number of securities to be registered thereunder may belimited, for marketing reasons, based on the opinion of the managing underwriter or underwriters for such offering.

All costs and expenses associated with any demand registration or “piggy-back” registration will be borne by us other than underwriting discounts, commissionsand transfer taxes, if any, attributable to the sale of the subordinate voting shares (including following the conversion of multiple voting shares) by the applicableselling shareholder. We will also be required to provide indemnification and contribution for the benefit of Bain Capital and DTR LLC and their respectiveaffiliates and representatives in connection with any demand registration or “piggy-back” registration.

As a result of the lock-up restrictions described under “Shares Eligible for Future Sale—Lock-up Restrictions,” the demand and incidental registration rightsgranted pursuant to the Investor Rights Agreement will not be exercisable, unless a waiver of the applicable lock-up restrictions is obtained, during a period of 180days after the date of this prospectus.

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NominationRights

Pursuant to the Investor Rights Agreement, Bain Capital will initially be entitled to designate 50% of our directors (rounding up to the next whole number) and willcontinue to be entitled to designate such percentage of our directors for so long as it holds at least 40% of the number of subordinate voting shares and multiplevoting shares outstanding, provided that this percentage will be reduced (i) to the greater of one director or 30% of our directors (rounding up to the next wholenumber) once Bain Capital holds less than 40% of the subordinate voting shares and multiple voting shares outstanding, (ii) to the greater of one director or 10% ofour directors (rounding up to the next whole number) once Bain Capital holds less than 20% of the subordinate voting shares and multiple voting sharesoutstanding, and (iii) to none once Bain Capital holds less than 5% of the subordinate voting shares and multiple voting shares outstanding. DTR LLC will beentitled to designate one director for as long as it holds 5% or more of the subordinate voting share and multiple voting shares outstanding.

The nomination rights contained in the Investor Rights Agreement will provide that Bain Capital and DTR LLC, at the relevant time, will cast all votes to whichthey are entitled to elect directors designated in accordance with the terms and conditions of the Investor Rights Agreement.

Management Agreement

In connection with the Acquisition, on December 9, 2013 we entered into a Management Agreement with certain affiliates of Bain Capital, L.P., which we refer toas the Manager for a term of five years, pursuant to which the Manager provides us with certain business consulting services. In exchange for these services, wepay the Manager a quarterly fee equal to four-tenths of one percent (0.4%) of our total revenue generated during the calendar quarter beginning six months prior tosuch payment date, not to exceed $2 million per year. In addition, the Manager is entitled to a transaction fee in connection with any financing, acquisition,disposition or change of control transaction. The fees paid for these services, including transaction fees in connection with the Acquisition, were US$0.8 million,US$0.7 million and US$1.5 million, respectively for fiscal 2016, fiscal 2015 and fiscal 2014. We also reimburse the Manager for out-of-pocket expenses incurredin connection with the provision of the services. The Management Agreement includes customary exculpation and indemnification provisions in favor of theManager and its affiliates. The Management Agreement will terminate pursuant to its terms upon the consummation of this offering, at which time we will pay theManager a lump sum amount of $9.6 million. The indemnification and exculpation provisions in favor of the Manager will survive such termination.

Promissory Notes and Continuing Subscription Agreement

In connection with the Acquisition, on December 9, 2013, we (i) issued a Senior Convertible Subordinated Note and a Junior Convertible Subordinated Note toBain Capital, which we refer to as the Subordinated Promissory Notes, and (ii) entered into a Continuing Subscription Agreement with Bain Capital. The SeniorConvertible Subordinated Note was issued in the amount of $79.716 million, and bearing interest at a rate of 6.7% per year. Any accrued and unpaid interest on theprincipal amount of each Subordinated Promissory Note was payable in cash annually on the last business day of November each year. Pursuant to the ContinuingSubscription Agreement, a substantial portion of the interest paid to Bain Capital on the Subordinated Promissory Notes each year was reinvested in the form of (i)a subscription for Class A Junior Preferred Shares and (ii) an additional loan under the Junior Convertible Subordinated Note. As a result, since December 9, 2013,we issued an aggregate of 3,426,892 Class A Junior Preferred Shares, for an aggregate subscription price of $3,726,904, and borrowed the aggregate amount of$5,590,354 under the Junior Convertible Subordinated Note, also bearing interest at a rate of 6.7% per year. In connection with the Recapitalization, onDecember 2, 2016 the entire unpaid principal and accrued interest amounts were repaid, all issued and outstanding Class A Junior Preferred Shares were redeemedand the Continuing Subscription Agreement was terminated. See “Recapitalization.”

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Promissory Note from DTR LLC

As part of the Recapitalization, we received a non-interest bearing promissory note in the amount of $63.6 million from DTR LLC, an entity indirectly controlledby our President and Chief Executive Officer, which we refer to as the DTR Promissory Note. The DTR Promissory Note is secured by a pledge of 63,576,003Class D Preferred Shares held by DTR LLC. On January 31, 2017, all of our Class D Preferred Shares were redeemed by the company in exchange for thecancellation of the DTR Promissory Note.

Interest of Management and Others in Material Transactions

Except as set out above or described elsewhere in this prospectus, there are no material interests, direct or indirect, of any of our directors or executive officers, anyshareholder that beneficially owns, or controls or directs (directly or indirectly), more than 10% of any class or series of our outstanding voting securities, or anyassociate or affiliate of any of the foregoing persons, in any transaction within the three years before the date in this prospectus that has materially affected or isreasonably expected to materially affect us or any of our subsidiaries.

Indebtedness of Directors, Executive Officers and Employees

Except as set out above or described elsewhere in this prospectus, as of the date of this prospectus, none of our directors, executive officers, employees, formerdirectors, former executive officers or former employees or any of our subsidiaries, and none of their respective associates, is indebted to us or any of oursubsidiaries or another entity whose indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar agreement or understandingprovided by us or any of our subsidiaries, except, as the case may be, for routine indebtedness as defined under applicable securities legislations.

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Principal and Selling Shareholders

The following table sets forth information relating to the beneficial ownership of our shares as of , by:

• each person, or group of affiliated persons, known by us to beneficially own more than 5% of our outstanding shares, which includes each of theselling shareholders;

• each of our directors;

• each of our named executive officers; and

• all directors and executive officers as a group.

Beneficial ownership is determined in accordance with SEC rules. The information is not necessarily indicative of beneficial ownership for any other purpose. Ingeneral, under these rules a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding,relationship or otherwise has or shares voting power or investment power with respect to such security. A person is also deemed to be a beneficial owner of asecurity if that person has the right to acquire beneficial ownership of such security within 60 days. Except as otherwise indicated, and subject to applicablecommunity property laws, the persons named in the table have sole voting and investment power with respect to all shares held by that person.

The percentage of voting shares beneficially owned is computed on the basis of 100,000,000 multiple voting shares and no subordinate voting shares outstandingprior to this offering. Shares that a person has the right to acquire within 60 days of this offering are deemed outstanding for purposes of computing the percentageownership of such person’s holdings, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respectto the percentage ownership of all directors and executive officers as a group. Unless otherwise indicated below, the address for each beneficial owner listed is c/oCanada Goose Holdings Inc., 250 Bowie Avenue, Toronto, Ontario, Canada, M6E 4Y2.

Shares Beneficially Owned Prior to the Offering % of Total

Voting PowerBefore Our

Initial Public Offering(1)

Number of Subordinate

Voting Shares

Offered(2)

Shares Beneficially Owned

After the Offering % of Total

Voting PowerAfter Our

Initial Public Offering(1)

(2) (Name and address of beneficial owner)

Subordinate

Voting Shares Multiple Voting

Shares Subordinate

Voting Shares Multiple Voting

Shares

Number Percent Number Percent Number Percent Number Percent 5% shareholders: Bain Capital Entity (3) — — 70,000,000 70% 70% 8,996,000 —(4) —(4) 61,004,000(4) 57%(4) 68%(4) Dani Reiss (5) — — 30,000,000 30% 30% 3,855,000 —(6) —(6) 26,145,000(6) 24%(6) 29%(6) Directors and named executive officers: Joshua Bekenstein (7) — — — — — Ryan Cotton (7) — — — — — Stephen Gunn — — — — — Jean-Marc Huët — — — — — Scott Cameron (8) — — — — — Paul Riddlestone (8)(9) — — — — — All executive officers and directors as a

group (18 persons) (9)(10) * 30.0% 30.4% * Less than 1%.

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(1) Percentage of total voting power represents voting power with respect to all of our multiple voting and subordinate voting shares, as a single class. Theholders of our multiple voting shares are entitled to 10 votes per share, and holders of our subordinate voting shares are entitled to one vote per share. Formore information about the voting rights of our multiple voting shares and subordinate voting shares, see “Description of Share Capital—Authorized ShareCapital.”

(2) Assumes no exercise of the underwriters’ over-allotment option to purchase up to 3,000,000 additional subordinate voting shares from the sellingshareholders. See “Underwriting.”

(3) Includes shares registered in the name of Brent (BC) Participation S.à r.l (the “Bain Capital Entity”), which is owned by Brent (BC) S.à r.l, which in turn isowned by Bain Capital Integral Investors 2008, L.P. Bain Capital Investors, LLC (“BCI”) is the general partner of Bain Capital Integral Investors 2008, L.P.Certain partners and other employees of the Bain Capital Entity may make a contribution of subordinate voting shares to one or more charities prior to thisoffering. In such case, a recipient charity, if it chooses to participate in this offering, will be the selling shareholder with respect to the donated subordinatevoting shares. The governance, investment strategy and decision-making process with respect to investments held by the Bain Capital Entity is directed bythe Global Private Equity Board of BCI. As a result of the relationships described above, BCI may be deemed to share beneficial ownership of the sharesheld by the Bain Capital Entity. The Bain Capital Entity has an address c/o Bain Capital Private Equity, LP, 200 Clarendon Street, Boston, Massachusetts02116.

(4) On a fully-diluted basis, 61,004,000 multiple voting shares and no subordinate voting shares, representing 68% of the total voting power of our shares uponcompletion of this offering (58,904,000 multiple voting shares and no subordinate voting shares, representing 68% of the total voting power of our shares,assuming the exercise in full of the underwriters’ over-allotment option to purchase additional subordinate voting shares).

(5) Includes shares registered in the name of DTR LLC, an entity indirectly controlled by Dani Reiss. As at December 31, 2016, DTR LLC also held 63,576,003Class D Preferred Shares; subsequently, on January 31, 2017, the Class D Preferred Shares were redeemed in settlement of the DTR Promissory Note.

(6) On a fully-diluted basis, 26,145,000 multiple voting shares and no subordinate voting shares, representing 29% of the total voting power of our shares uponcompletion of this offering (25,245,000 multiple voting shares and no subordinate voting shares, representing 29% of the total voting power of our sharesassuming the exercise in full of the underwriter’s option to purchase additional subordinate voting shares).

(7) Does not include shares held by the Bain Capital Entity. Each of Messrs. Cotton and Bekenstein is a Managing Director of BCI and as a result may bedeemed to share beneficial ownership of the shares held by the Bain Capital Entity. The address for Messrs. Cotton and Bekenstein is c/o Bain CapitalPrivate Equity, LP, 200 Clarendon Street, Boston, Massachusetts 02116.

(8) Mr. Cameron holds no vested options. Mr. Riddlestone is contractually restricted from exercising any options that otherwise would have vested until theexpiration of the lockup period pursuant to the terms of his separation agreement.

(9) Mr. Riddlestone’s employment with the company terminated on January 10, 2017.(10) Includes 656,205 vested options granted under the Legacy Option Plan which are exercisable into subordinate voting shares.

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Description of Indebtedness

Wesummarizebelowcertaintermsandprovisionsoftheagreementsthatgovernourasset-basedRevolvingFacilityandourTermLoanFacility.Wereferyoutotheexhibitstotheregistrationstatementrelatingtothisofferingforacopyoftheagreementsgoverningtheseniorsecuredcreditfacilitiesdescribedbelowasthissummarydoesnotpurporttobecompleteandissubjectto,andisqualifiedinitsentiretybyreferenceto,alloftheprovisionsoftheapplicableagreements.Unlessnotedotherwise,dollaramountshereinareCanadiandollars.

Revolving Facility

General

On June 3, 2016, Canada Goose Holdings Inc. and its wholly-owned subsidiaries, Canada Goose Inc. (“CGI Borrower”) and Canada Goose International AG(“Swiss Borrower”), entered into a senior secured asset-based revolving facility (the “Revolving Facility”), with Canadian Imperial Bank of Commerce, asadministrative agent, and certain financial institutions as lenders. The Revolving Facility has commitments of $150.0 million with a seasonal increase of up to$200.0 million during peak season (June 1 through November 30, the “Peak Season”). In addition, the Revolving Facility includes a letter of credit sub-facility of$25.0 million. In respect of letters of credit issued in a currency other than Canadian dollars, U.S. dollars or Euros, the letter of credit sub-facility is capped at $5.0million in such alternative currency.

The borrowing base under the Revolving Facility, subject to certain exceptions and customary reserves, equals (i) with respect to CGI Borrower, the sum of (a)90% of eligible credit card receivables, (b) 90% of credit enhanced eligible trade receivables (or 85% of non-credit enhanced eligible trade receivables) and (c)90% (or 92.5% during Peak Season) of the appraised net orderly liquidation value of eligible inventory (including eligible in-transit inventory and eligible letter ofcredit inventory), in each case, of CGI Borrower and other CGI borrowing base parties (the “CGI Borrowing Base”) and (ii) with respect to Swiss Borrower, thesum of (a) 90% of eligible credit card receivables, (b) 90% of credit enhanced eligible trade receivables (or 85% of non-credit enhanced eligible trade receivables)and (c) 90% (or 92.5% during Peak Season) of the appraised net orderly liquidation value of eligible inventory, in each case, of Swiss Borrower and any otherSwiss borrowing base parties (the “Swiss Borrowing Base”).

As of December 31, 2016 we had $59.8 million outstanding under the Revolving Facility. Amounts under the Revolving Facility may be borrowed, repaid and re-borrowed to fund our general corporate purposes.

InterestRatesandFees

Loans under the Revolving Facility, at our option may be maintained from time to time as (a) Prime Rate Loans, which bear interest at a rate per annum equal tothe Applicable Margin for Prime Rate Loans plus the Prime Rate, (b) Banker’s Acceptances funded on a discounted proceeds basis given the published discountrate plus a rate per annum equal to the Applicable Margin for stamping fees, (c) ABR Loans, which bear interest at a rate per annum equal to the Applicable Marginfor ABR Loans plus the ABR, (d) European Base Rate Loans, which bear interest at a rate per annum equal to the Applicable Margin for European Base RateLoans plus the European Base Rate, (e) LIBOR Loans, which bear interest at a rate per annum equal to the Applicable Margin for LIBOR Loans plus the LIBORate or (f) EURIBOR Loans, which bear interest at a rate per annum equal to the Applicable Margin for EURIBOR Loans plus the applicable EURIBOR.

A commitment fee will be charged on the average daily unused portion of the Revolving Facility of 0.25% per annum if average utilization under the RevolvingFacility is greater than 50% or 0.375% if average utilization under the Revolving Facility is less than 50%. A letter of credit fee, with respect to standby letters ofcredit will accrue on the aggregate face amount of outstanding letters of credit under the Revolving Facility equal to the

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relevant Applicable Margin for LIBOR Loans, and, with respect to trade or commercial letters of credit, 50% of the then applicable Applicable Margin on LIBORLoans. A fronting fee will be charged on the aggregate face amount of outstanding letters of credit equal to 0.125% per annum. In addition, we pay theadministrative agent under the Revolving Facility a monitoring fee of $1,000 per month.

Currencies

Borrowing will be available under the Revolving Facility in U.S. dollars, Canadian dollars, Euros and, subject to an aggregate cap of $40.0 million, such othercurrencies as are approved in accordance with the credit agreement governing the Revolving Facility, subject to any other items and conditions required by theadministrative agent and the lenders.

Collateral;Guarantees

All obligations under the Revolving Facility are unconditionally guaranteed by Canada Goose Holdings Inc. and subject to certain exceptions, our U.S., Swiss,U.K. and Canadian subsidiaries, which we refer to as the ABL Loan Parties. All obligations under the Revolving Facility, and the guarantees of those obligations,are secured, subject in each case to certain exceptions and thresholds, (i) on a first priority basis by substantially all personal property of the ABL Loan Partiesconsisting of accounts receivable, inventory, cash, deposit accounts, securities accounts, commodity accounts and proceeds thereof (the “Current Asset Collateral”)and (ii) on a second priority basis, (x) by a pledge of all capital stock of the CGI Borrower and all of the capital stock in material wholly-owned restrictedsubsidiaries directly held by the ABL Loan Parties (other than any capital stock in material wholly-owned restricted subsidiaries directly held by Swiss Borrower,which, if any, is secured under the Revolving Facility on a first priority basis) (the “Pledged Collateral”), (y) by all material fee-owned real property and equipmentof the ABL Loan Parties (other than any material fee-owned real property and equipment of Swiss Borrower, which, if any, is secured under the Revolving Facilityon a first priority basis) (the “PP&E Collateral”), and (z) by substantially all other personal property of the ABL Loan Parties (other than any other personalproperty of Swiss Borrower, which is secured under the Revolving Facility on a first priority basis).

Maturity;Prepayments

The maturity date of the Revolving Facility is June 3, 2021.

Except with respect to protective advances under the Revolving Facility, if at any time (a) the aggregate amount outstanding under the Revolving Facility exceedsthe lesser of (i) the total revolving commitment amount at such time and (ii) the aggregate borrowing base at such time (such lesser amount, the “Line Cap”),(b) the aggregate amount outstanding to the Swiss Borrower exceeds the line cap under the Swiss Borrowing Base or (c) the aggregate amount outstanding to theCGI Borrower exceeds the line cap under the CGI Borrowing Base, then we are required to repay outstanding loans and/or cash collateralize letters of credit in anaggregate amount equal to such excess, with no reduction of the commitment amount.

Voluntary prepayments of the Revolving Facility and voluntary reductions of the unutilized portion of the commitment amount may be made at any time (subject tominimum repayment amounts and customary notice periods) without premium or penalty, other than customary “breakage” costs, if applicable.

UncommittedIncrementalFacility

We are able, at our option and subject to certain other conditions described in the credit agreement governing our Revolving Facility, to request that the RevolvingFacility be increased in an aggregate amount not to exceed $100.0 million.

Amortization

There is no scheduled amortization under our Revolving Facility.

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Covenants

The Revolving Facility contains a number of customary affirmative covenants and customary negative covenants that, among other things, limit or restrict theability of CGI Borrower and its restricted subsidiaries, and, in the case of the passive activity covenant described below, Canada Goose Holdings Inc.’s ability to(in each case, subject to certain exceptions):

• incur additional indebtedness (including guarantee obligations);

• incur liens;

• engage in certain fundamental changes, including changes in the nature of business, mergers, amalgamations, liquidations and dissolutions;

• sell assets;

• pay dividends or make distributions, and make share repurchases and redemptions;

• make acquisitions, investments, loans and advances;

• prepay or modify the terms of certain subordinated indebtedness;

• modify organizational documents;

• engage in certain transactions with affiliates;

• in the case of Canada Goose Holdings Inc., engage in activities other than as a passive holding company;

• change our fiscal year; and

• enter into negative pledge clauses and clauses restricting subsidiary distributions.

FinancialCovenant

The Revolving Facility contains a springing consolidated fixed charge coverage ratio financial covenant that requires us to maintain a fixed charge coverage ratioof at least 1.00 to 1.00 when Excess Availability falls below the greater of (i) $7.5 million and (ii) 10% of the Line Cap, which financial covenant will be tested ona trailing four quarter basis immediately upon trigger based on the most recently completed fiscal quarter for which financial statements were required to bedelivered and on the last day of each subsequently completed fiscal quarter of CGI Borrower until Excess Availability exceeds the threshold specified above for 30consecutive calendar days. Excess Availability under the Revolving Facility equals the remainder of (i) the sum of (x) the Line Cap plus (y) the amount ofunrestricted cash and cash equivalents of CGI Borrower and the guarantors that are held in accounts for which the administrative agent under the RevolvingFacility has account control agreements in place, plus (z) the amount, if any, by which the aggregate borrowing base under the Revolving Facility exceeds theaggregate commitments under the Revolving Facility, over (ii) the sum of (x) the aggregate principal amount of all outstanding loans (including swingline loans)under the Revolving Facility and (y) all outstanding letters of credit under the Revolving Facility (plus, without duplication, all unreimbursed disbursements withrespect to any letters of credit under the Revolving Facility).

EventsofDefault

The Revolving Facility provides for customary events of default (in each case, subject to customary grace periods, baskets and materiality thresholds), including (i)nonpayment of any principal, interest or fees, subject to applicable grace periods, (ii) failure to perform or observe any covenants, subject to applicable graceperiods, (iii) material inaccuracy of representations and warranties, (iv) cross-default to indebtedness over $20 million (subject to certain limitations in the case ofdefaults under the Term Loan Facility), (v) bankruptcy events, (vi) judgments with respect to which $20 million or more is not covered by insurance or indemnitiesif not

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satisfied within 60 days of entry thereof, (vii) invalidity of any security or guarantee document, (viii) change of control, (ix) suspension of the operation ofbusiness, or liquidation of all or substantially all of the assets, in each case of CGI Borrower, Swiss Borrower and the guarantors, taken as a whole, (x) ERISA orCanadian Pension Plan liabilities which result in a material adverse effect and (xi) failure to maintain seniority of security interest.

Upon the occurrence of an event of default that is continuing and absent a waiver or an amendment from the lenders, the administrative agent at the discretion ofthe required lenders, can terminate the commitments and accelerate payment of all outstanding obligations under the Revolving Facility, subject to, in the case of afinancial covenant default, the applicable cure period.

Term Loan Facility

General

On December 2, 2016 (the “Term Loan Closing Date”), Canada Goose Holdings Inc. and Canada Goose Inc. (the “Borrower”) entered into a senior secured termloan facility (the “Term Loan Facility”), with Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and certain financialinstitutions as lenders. The original aggregate principal amount of the term loans borrowed under the Term Loan Facility was approximately $216.7 million, whichwere advanced in U.S. dollars and need to be repaid in U.S. dollars (approximately US$162.6 million).

The proceeds of the term loans borrowed under the Term Loan Facility were used to effect the steps described in this prospectus under “Recapitalization,” to paytransaction expenses in connection with the closing of the Term Loan Facility and for other general corporate purposes.

As of December 31, 2016, we had approximately $218.3 million aggregate principal amount of term loans outstanding under the Term Loan Facility. Amountsprepaid or repaid under the Term Loan Facility may not be re-borrowed.

InterestRatesandFees

The initial interest rate on the term loans outstanding under the Term Loan Facility is the LIBOR Rate (subject to a minimum rate of 1.00% per annum) plus anApplicable Margin of 5.00%. The term loans can also be maintained as ABR Loans which bear interest at ABR plus an Applicable Margin which is 1.00% less thanthat for LIBOR loans. Effective on the first day immediately following the 180-day anniversary of the Term Loan Closing Date and, the last day of each three-month period thereafter, the Applicable Margin shall increase by 0.50%, if, upon the completion of this offering and after giving effect to the prepayment of termloans under the Term Loan Facility with the net cash proceeds from this offering, the Borrower’s consolidated total net leverage ratio is not equal to or less than2.50 to 1.00; provided, however, that the Applicable Margin shall not, at any time, exceed for term loans that are LIBOR Loans, 7.00%, and for Initial Term Loansthat are ABR Loans, 6.00%. If upon the completion of this offering (or any other underwritten primary public offering of common equity by the Borrower or anydirect or indirect parent thereof) and after giving effect to the prepayment of term loans under the Term Loan Facility with the net cash proceeds from this offering,the Borrower has a consolidated total net leverage ratio of less than or equal to 2.50 to 1.00, the Applicable Margin then in effect shall not fluctuate and bepermanently reduced by 1.00%. We have not yet determined what the consolidated total net leverage ratio of the Borrower will be following the completion of thisoffering.

Collateral;Guarantees

All obligations under the Term Loan Facility are unconditionally guaranteed by Canada Goose Holdings Inc. and, subject to certain exceptions, our U.S., U.K. andCanadian subsidiaries (the “Term Loan Parties”). All obligations under the Term Loan Facility, and the guarantees of those obligations, are secured, subject, ineach

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case, to certain exceptions and thresholds, (i) on a first priority basis, (x) by a pledge of the Pledged Collateral directly held by the Term Loan Parties, (y) by thePP&E Collateral of the Term Loan Parties, and (z) by substantially all other personal property of the Term Loan Parties and (ii) on a second priority basis, by theCurrent Asset Collateral of the Term Loan Parties.

Maturity;Prepayments

The maturity date of the Term Loan Facility is December 2, 2021.

We are required to prepay outstanding term loans under the Term Loan Facility with the proceeds of non-ordinary course asset sales and casualty andcondemnation events (in each case, subject to certain exceptions and customary reinvestment rights) and certain issuances of indebtedness (other than certainpermitted indebtedness). A percentage (to be determined based upon the Borrower’s consolidated first lien net leverage ratio as of the test period ended on the lastday of the applicable fiscal year) of our excess cash flow (as defined in the credit agreement) for each fiscal year must also be applied to prepay term loansoutstanding under the Term Loan Facility commencing with and including the fiscal year ending March 31, 2018, except that such prepayment is only required inrespect of any fiscal year to the extent that the excess cash flow prepayment amount for such fiscal year exceeds $5.0 million.

Within ten business days of receipt of the net cash proceeds of this offering (or any other underwritten primary public offering of common equity by the Borroweror any direct or indirect parent thereof), until such time as the Borrower has prepaid term loans under the Term Loan Facility with the proceeds of this offering (orany such other offering), such that the Borrower’s consolidated total net leverage ratio is equal to or less than 2.50 to 1.00, the Borrower must prepay (or cause toprepay), in accordance with the credit agreement governing the Term Loan Facility, term loans under the Term Loan Facility in an aggregate principal amountequal to the lesser of (i) 100.0% of the net cash proceeds from such offering and (ii) an amount of such net cash proceeds such that, after giving pro forma effect tosuch prepayment of term loans with such amount, the Borrower’s consolidated total net leverage ratio would be equal to 2.50 to 1.00.

Voluntary prepayments of the Term Loan Facility may be made at any time (subject to minimum repayment amounts and customary notice periods) withoutpremium or penalty, other than customary “breakage” costs, if applicable.

UncommittedIncrementalFacility

We are able, at our option and subject to certain other conditions described in the credit agreement governing our Term Loan Facility, to request that the term loansunder the Term Loan Facility be increased, or additional term loans be incurred or revolving facilities be established under the Term Loan Facility, in an aggregateprincipal amount up to (i) at any date of determination occurring during the period from the Term Loan Closing Date until the earlier to occur of (x) the 180-dayanniversary of the Term Loan Closing Date and (y) consummation of an issuance by the Borrower or any direct or indirect parent thereof of its common equity inan underwritten primary public offering that, after giving effect to the prepayment of term loans under the Term Loan Facility with the net cash proceeds therefrom,results in a consolidated total net leverage ratio of the Borrower that is not greater than 2.50 to 1.00 and the prepayment of the term loans under the Term LoanFacility with net cash proceeds therefrom in accordance with the credit agreement governing the Term Loan Facility, $40.0 million and (ii) at any date ofdetermination thereafter, (x) an amount equal to the greater of (I) $80.0 million and (II) 100.0% of Consolidated EBITDA (as defined in the credit agreementgoverning the Term Loan Facility) for the most recently ended four fiscal quarter period for which financial statements have been delivered under the Term LoanFacility, plus (y) all voluntary prepayments of the term loans under the Term Loan Facility and permanent commitment reductions under the Revolving Facility(except to the extent funded with proceeds from incurrences of long-term indebtedness), plus (z) an unlimited amount so long as, under this clause (z) only, suchamount at such time could be incurred without causing, (1) in the case of debt secured on a pari passu basis with the Term Loan

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Facility, the pro forma consolidated first lien net leverage ratio of the Borrower to exceed 3.75 to 1.00 or (2) in the case of debt that is unsecured or secured on ajunior basis to the Term Loan Facility (excluding, for the avoidance of doubt, debt under the Revolving Facility), the pro forma consolidated total net leverage ratioof the Borrower to exceed 5.50 to 1.00.

Amortization

The term loans under the Term Loan Facility amortize in equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amountthereof, payable on the last business day of each March, June, September and December, commencing with the last business day of the second full fiscal quarterending after the closing date of the Term Loan Facility. The balance of the outstanding term loans is payable on the fifth anniversary of the Term Loan ClosingDate.

Covenants

The Term Loan Facility contains a number of customary affirmative covenants and customary negative covenants that, among other things, limit or restrict theability of the Borrower and its restricted subsidiaries, and, in the case of the passive activity covenant described below, Canada Goose Holdings Inc.’s ability to (ineach case, subject to certain exceptions):

• incur additional indebtedness (including guarantee obligations);

• incur liens;

• engage in certain fundamental changes, including changes in the nature of business, mergers, amalgamations, liquidations and dissolutions;

• sell assets;

• pay dividends or make distributions, and make share repurchases and redemptions;

• make acquisitions, investments, loans and advances;

• prepay or modify the terms of certain subordinated indebtedness;

• modify organizational documents;

• engage in certain transactions with affiliates;

• in the case of Canada Goose Holdings Inc., engage in activities other than as a passive holding company;

• change our fiscal year; and

• enter clauses restricting subsidiary distributions.

There is no financial maintenance covenant under the Term Loan Facility.

EventsofDefault

The Term Loan Facility provides for customary events of default (in each case, subject to customary grace periods, baskets and materiality thresholds), including(i) nonpayment of any principal, interest or fees, subject to applicable grace periods, (ii) failure to perform or observe any covenants, subject to applicable graceperiods, (iii) material inaccuracy of representations and warranties, (iv) cross-default to indebtedness over $20 million (subject to certain limitations in the case ofdefaults under the Revolving Facility), (v) bankruptcy events, (vi) judgments with respect to which $20 million or more is not covered by insurance or indemnitiesif not satisfied within 60 days of entry thereof, (vii) invalidity of any security or guarantee document, (viii) change of control, (ix) ERISA or Canadian Pension Planliabilities which result in a material adverse effect, and (x) failure to maintain seniority of security interest.

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Upon the occurrence of an event of default and absent a waiver or an amendment from the lenders, the administrative agent, at the direction of the required lenders,can accelerate payment of all outstanding obligations under the Term Loan Facility.

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Description of Share Capital

General

Following the Recapitalization, as of December 2, 2016, ownership of our securities was as follows:

• 100,000,000 Class A Common Shares outstanding and held by investment funds advised by Bain Capital and by DTR LLC, an entity indirectlycontrolled by Dani Reiss;

• 63,576,003 Class D Preferred Shares held by DTR LLC; and

• no Class B Common Shares, Class A Senior Preferred Shares, Class B Senior Preferred Shares, Class A Junior Preferred Shares, Class B JuniorPreferred Shares or Class C Junior Preferred Shares were issued and outstanding.

On January 31, 2017, all of our Class D Preferred Shares were redeemed by the company for cancellation and the DTR Promissory Note was extinguished inexchange for the redemption of the Class D Preferred Shares. See “Recapitalization.”

In connection with this offering we will amend and restate our articles in order to, among other things:

• amend and redesignate our Class A Common Shares as multiple voting shares;

• eliminate our Class B Common Shares, Class A Senior Preferred Shares, Class B Senior Preferred Shares, Class A Junior Preferred Shares, Class BJunior Preferred Shares, Class C Junior Preferred Shares and the Class D Preferred Shares from our share capital; and

• create our subordinate voting shares.

Our articles will also provide for an unlimited number of preferred shares, issuable in series. The following is a summary of the terms of our subordinate votingshares, multiple voting shares and preferred shares, as set forth in our articles (as used herein, reference to our articles are to such articles as they will be amendedand restated in connection with this offering), and certain related sections of the BCBCA. The following summary is subject to, and is qualified in its entirety byreference to, the provisions of our articles, the form of which is filed as an exhibit to the registration statement relating to this offering, and the applicableprovisions of the BCBCA. You may obtain copies of our articles as described under “Where You Can Find More Information” in this prospectus.

Authorized Share Capital

Effective upon the closing of this offering, our share capital will consist of an unlimited number of subordinate voting shares, an unlimited number of multiplevoting shares and an unlimited number of preferred shares, issuable in series. Immediately following the closing of this offering, we expect to have 20,000,000subordinate voting shares issued and outstanding and 87,149,000 multiple voting shares issued and outstanding (assuming, in each case, no exercise of the over-allotment option), and no preferred shares issued and outstanding. All of the issued and outstanding multiple voting shares will, directly or indirectly, be held byBain Capital, Dani Reiss and their respective Permitted Holders (as defined below).

The subordinate voting shares are “restricted securities” within the meaning of such term under applicable securities laws in Canada. We are exempt from therequirements of Section 12.3 of National Instrument 41-101— GeneralProspectusRequirementson the basis that we were a private issuer within the meaning ofsuch term under applicable securities laws in Canada immediately before filing this prospectus.

We will file an undertaking with the Ontario Securities Commission pursuant to which we will agree to provide reasonable prior notice to the Ontario SecuritiesCommission in the event that we intend to issue a series of preferred shares that would restrict the rights of the subordinate voting shares, regardless of any existingrestrictions on the subordinate voting shares due to the existence of the multiple voting shares.

Subordinate Voting Shares and Multiple Voting Shares

Holders of our multiple voting shares are entitled to 10 votes per multiple voting share and holders of subordinate voting shares are entitled to one vote persubordinate voting share on all matters upon which holders of shares are

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entitled to vote. After giving effect to the offering, the subordinate voting shares will collectively represent 19% of our total issued and outstanding shares and 2%of the voting power attached to all of our issued and outstanding shares (21% and 3%, respectively, if the over-allotment option is exercised in full). Subject to theprior rights of the holders of our preferred shares, the holders of our multiple voting shares and subordinate voting shares are entitled to receive dividends as andwhen declared by our board of directors, without preference or distinction among or between the subordinate voting shares and the multiple voting shares. See thesection entitled “Dividend Policy.” Subject to the prior payment to the holders of our preferred shares, in the event of our liquidation, dissolution or winding-up orother distribution of our assets among our shareholders, the holders of our multiple voting shares and subordinate voting shares are entitled to share pro rata in thedistribution of the balance of our assets, without preference or distinction among or between the subordinate voting shares and the multiple voting shares. Holdersof multiple voting shares and subordinate voting shares have no pre-emptive or conversion or exchange rights or other subscription rights, except that eachoutstanding multiple voting share may at any time, at the option of the holder, be converted into one subordinate voting share and our multiple voting shares willautomatically convert into shares of our subordinate voting shares upon certain transfers and other events, as described below under “—Conversion.” There are noredemption, retraction, purchase for cancellation or surrender provisions or sinking or purchase fund provisions applicable to our subordinate voting shares ormultiple voting shares. There is no provision in our articles requiring holders of subordinate voting shares or multiple voting shares to contribute additional capital,or permitting or restricting the issuance of additional securities or any other material restrictions. The special rights or restrictions attached to the subordinate votingshares and multiple voting shares are subject to and may be adversely affected by, the rights attached to any series of preferred shares that we may designate in thefuture.

Conversion

The subordinate voting shares are not convertible into any other class of shares. Each outstanding multiple voting share may at any time, at the option of the holder,be converted into one subordinate voting share. Upon the first date that any multiple voting share shall be held by a person other than by a Permitted Holder (asdefined below), the Permitted Holder which held such multiple voting share until such date, without any further action, shall automatically be deemed to haveexercised his, her or its rights to convert such multiple voting share into a fully paid and non-assessable subordinate voting share.

In addition:

• all multiple voting shares held by the Bain Group Permitted Holders will convert automatically into subordinate voting shares at such time as the Bain

Group Permitted Holders that hold multiple voting shares no longer as a group beneficially own, directly or indirectly and in the aggregate, at least15% of the issued and outstanding subordinate voting shares and multiple voting shares; and

• all multiple voting shares held by the Reiss Group Permitted Holders will convert automatically into subordinate voting shares at such time that is theearlier to occur of the following: (i) the Reiss Group Permitted Holders that hold multiple voting shares no longer as a group beneficially own, directlyor indirectly and in the aggregate, at least 15% of the issued and outstanding subordinate voting shares and multiple voting shares, and (ii) Dani Reissis no longer serving as a director or in a senior management position at our company.

For the purposes of the foregoing:

“Affiliate” means, with respect to any specified Person, any other Person which directly or indirectly through one or more intermediaries controls, is controlled by,or is under common control with such specified Person;

“Bain Group Permitted Holders” means Brent (B.C.) Participation S.à r.l. and any of its Affiliates, and entities controlled, directly or indirectly, or managed byBain Capital or an Affiliate of Bain Capital;

“Members of the Immediate Family” means with respect to any individual, each parent (whether by birth or adoption), spouse, or child (including any step-child) orother descendants (whether by birth or adoption) of such

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individual, each spouse of any of the aforementioned Persons, each trust created solely for the benefit of such individual and/or one or more of the aforementionedPersons and each legal representative of such individual or of any aforementioned Persons (including without limitation a tutor, curator, mandatary due toincapacity, custodian, guardian or testamentary executor), acting in such capacity under the authority of the law, an order from a competent tribunal, a will or amandate in case of incapacity or similar instrument. For the purposes of this definition, a Person shall be considered the spouse of an individual if such Person islegally married to such individual, lives in a civil union with such individual or is the common law partner (as defined in the IncomeTaxAct(Canada) as amendedfrom time to time) of such individual. A Person who was the spouse of an individual within the meaning of this paragraph immediately before the death of suchindividual shall continue to be considered a spouse of such individual after the death of such individual;

“Permitted Holders” means any of (i) the Bain Group Permitted Holders, and (ii) the Reiss Group Permitted Holders;

“Person” means any individual, partnership, corporation, company, association, trust, joint venture or limited liability company;

“Reiss Group Permitted Holders” means (i) Dani Reiss and any Members of the Immediate Family of Dani Reiss, and (ii) any Person controlled, directly orindirectly by one or more of the Persons referred to in clause (i) above; and

A Person is “controlled” by another Person or other Persons if: (i) in the case of a company or other body corporate wherever or however incorporated:(A) securities entitled to vote in the election of directors carrying in the aggregate at least a majority of the votes for the election of directors and representing in theaggregate at least a majority of the participating (equity) securities are held, other than by way of security only, directly or indirectly, by or solely for the benefit ofthe other Person or Persons; and (B) the votes carried in the aggregate by such securities are entitled, if exercised, to elect a majority of the board of directors ofsuch company or other body corporate; or (ii) in the case of a Person that is not a company or other body corporate, at least a majority of the participating (equity)and voting interests of such Person are held, directly or indirectly, by or solely for the benefit of the other Person or Persons; and “controls”, “controlling” and“under common control with” shall be interpreted accordingly.

Preferred Shares

Under our articles, the preferred shares may be issued in one or more series. Accordingly, our board of directors is authorized, without shareholder approval butsubject to the provisions of the BCBCA, to determine the maximum number of shares of each series, create an identifying name for each series and attach suchspecial rights or restrictions, including dividend, liquidation and voting rights, as our board of directors may determine, and such special rights or restrictions,including dividend, liquidation and voting rights, may be superior to those of each of the subordinate voting shares and the multiple voting shares. The issuance ofpreferred shares, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect ofdelaying, deferring or preventing a change of control of our company and might adversely affect the market price of our subordinate voting shares and multiplevoting shares and the voting and other rights of the holders of subordinate voting shares and multiple voting shares. We have no current plan to issue any preferredshares.

Certain Important Provisions of our Articles and the BCBCA

The following is a summary of certain important provisions of our articles and certain related sections of the BCBCA. Please note that this is only a summary and isnot intended to be exhaustive. This summary is subject to, and is qualified in its entirety by reference to, the provisions of our articles and the BCBCA.

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Stated Objects or Purposes

Our articles do not contain stated objects or purposes and do not place any limitations on the business that we may carry on.

Directors

Powertovoteonmattersinwhichadirectorismateriallyinterested. Under the BCBCA a director who has a material interest in a contract or transaction, whethermade or proposed, that is material to us, must disclose such interest to us, subject to certain exceptions such as if the contract or transaction: (i) is an arrangementby way of security granted by us for money loaned to, or obligations undertaken by, the director for our benefit or for one of our affiliates’ benefit; (ii) relates to anindemnity or insurance permitted under the BCBCA; (iii) relates to the remuneration of the director in his or her capacity as director, officer, employee or agent ofour company or of one of our affiliates; (iv) relates to a loan to our company while the director is the guarantor of some or all of the loan; or (v) is with acorporation that is affiliated to us while the director is also a director or senior officer of that corporation or an affiliate of that corporation.

A director who holds such disclosable interest in respect of any material contract or transaction into which we have entered or propose to enter may be required toabsent himself or herself from the meeting while discussions and voting with respect to the matter are taking place. Directors will also be required to comply withcertain other relevant provisions of the BCBCA regarding conflicts of interest.

Directors’powertodeterminetheremunerationofdirectors.The remuneration of our directors, if any, may be determined by our directors subject to our articles.The remuneration may be in addition to any salary or other remuneration paid to any of our employees (including executive officers) who are also directors.

Numberofsharesrequiredtobeownedbyadirector.Neither our articles nor the BCBCA provide that a director is required to hold any of our shares as aqualification for holding his or her office. Our board of directors has discretion to prescribe minimum share ownership requirements for directors.

Issuance of Additional Multiple Voting Shares

We may not issue multiple voting shares without the approval of at least two-thirds of the votes cast at a meeting of the holders of subordinate voting shares dulyheld for that purpose. However, approval is not required in connection with a subdivision or consolidation on a pro rata basis as between the subordinate votingshares and the multiple voting shares.

Subdivision or Consolidation

No subdivision or consolidation of the subordinate voting shares or the multiple voting shares may be carried out unless, at the same time, the multiple votingshares or the subordinate voting shares, as the case may be, are subdivided or consolidated in the same manner and on the same basis.

Certain Amendments and Change of Control

In addition to any other voting right or power to which the holders of subordinate voting shares shall be entitled by law or regulation or other provisions of ourarticles from time to time in effect, but subject to the provisions of our articles, holders of subordinate voting shares shall be entitled to vote separately as a class, inaddition to any other vote of our shareholders that may be required, in respect of any alteration, repeal or amendment of our articles which would adversely affectthe rights or special rights of the holders of subordinate voting shares or affect the holders of subordinate voting shares and multiple voting shares differently, on aper share basis, including an amendment to our articles that provide that any multiple voting shares sold or transferred to a Person that is not a Permitted Holdershall be automatically converted into subordinate voting shares.

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Pursuant to our articles, holders of subordinate voting shares and multiple voting shares will be treated equally and identically, on a per share basis, in certainchange of control transactions that require approval of our shareholders under the BCBCA, unless different treatment of the shares of each such class is approvedby a majority of the votes cast by the holders of our subordinate voting shares and multiple voting shares, each voting separately as a class.

Our articles do not otherwise contain any change of control limitations with respect to a merger, acquisition or corporate restructuring that involves us.

Shareholder Meetings

Subject to applicable stock exchange requirements, we must hold a general meeting of our shareholders at least once every year at a time and place determined byour board of directors, provided that the meeting must not be held later than 15 months after the preceding annual general meeting. A meeting of our shareholdersmay be held anywhere in or outside British Columbia.

A notice to convene a meeting, specifying the date, time and location of the meeting, and, where a meeting is to consider special business, the general nature of thespecial business must be sent to each shareholder entitled to attend the meeting and to each director not less than 21 days and no more than 60 days prior to themeeting, although, as a result of applicable securities laws, the minimum time for notice is effectively longer in most circumstances. Under the BCBCA,shareholders entitled to notice of a meeting may waive or reduce the period of notice for that meeting, provided applicable securities laws are met. The accidentalomission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any person entitled to notice does not invalidate any proceedings atthat meeting.

A quorum for meetings of shareholders is present if shareholders who, in the aggregate, hold at least 25% of the issued shares plus at least a majority of multiplevoting shares entitled to be voted at the meeting are present in person or represented by proxy. If a quorum is not present at the opening of any meeting ofshareholders, the meeting stands adjourned to the same day in the next week at the same time and place, unless the meeting was requisitioned by shareholders, inwhich case the meeting is dissolved.

Holders of our subordinate voting shares and multiple voting shares are entitled to attend and vote at meetings of our shareholders except meetings at which onlyholders of a particular class are entitled to vote. Except as otherwise provided with respect to any particular series of preferred shares, and except as otherwiserequired by law, the holders of our preferred shares are not entitled as a class to receive notice of, or to attend or vote at any meetings of our shareholders. Ourdirectors, our secretary (if any), our auditor and any other persons invited by our chairman or directors or with the consent of those at the meeting are entitled toattend any meeting of our shareholders but will not be counted in the quorum or be entitled to vote at the meeting unless he or she is a shareholder or proxyholderentitled to vote at the meeting.

Shareholder Proposals and Advance Notice Procedures

Under the BCBCA, qualified shareholders holding at least one percent (1%) of our issued voting shares may make proposals for matters to be considered at theannual general meeting of shareholders. Such proposals must be sent to us in advance of any proposed meeting by delivering a timely written notice in proper formto our registered office in accordance with the requirements of the BCBCA. The notice must include information on the business the shareholder intends to bringbefore the meeting. To be a qualified shareholder, a shareholder must currently be and have been a registered or beneficial owner of at least one share of thecompany for at least two years before the date of signing the proposal.

We have included certain advance notice provisions with respect to the election of our directors in our articles (the “Advance Notice Provisions”). The AdvanceNotice Provisions are intended to: (i) facilitate orderly and

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efficient annual general meetings or, where the need arises, special meetings; (ii) ensure that all shareholders receive adequate notice of board nominations andsufficient information with respect to all nominees; and (iii) allow shareholders to register an informed vote. Only persons who are nominated in accordance withthe Advance Notice Provisions will be eligible for election as directors at any annual meeting of shareholders, or at any special meeting of shareholders if one ofthe purposes for which the special meeting was called was the election of directors.

Under the Advance Notice Provisions, a shareholder wishing to nominate a director would be required to provide us notice, in the prescribed form, within theprescribed time periods. These time periods include, (i) in the case of an annual meeting of shareholders (including annual and special meetings), not less than 30days prior to the date of the annual meeting of shareholders; provided, that if the first public announcement of the date of the annual meeting of shareholders (the“Notice Date”) is less than 50 days before the meeting date, not later than the close of business on the 10 th day following the Notice Date; and (ii) in the case of aspecial meeting (which is not also an annual meeting) of shareholders called for any purpose which includes electing directors, not later than the close of businesson the 15 th day following the Notice Date, provided that, in either instance, if notice-and-access (as defined in National Instrument 54-101— CommunicationwithBeneficialOwnersofSecuritiesofaReportingIssuer) is used for delivery of proxy related materials in respect of a meeting described above, and the Notice Datein respect of the meeting is not less than 50 days prior to the date of the applicable meeting, the notice must be received not later than the close of business on the40 th day before the applicable meeting.

These provisions could have the effect of delaying until the next shareholder meeting the nomination of certain persons for director that are favored by the holdersof a majority of our outstanding voting securities.

Take-Over Bid Protection

Under applicable securities laws in Canada, an offer to purchase multiple voting shares would not necessarily require that an offer be made to purchase subordinatevoting shares. In accordance with the rules of the TSX designed to ensure that, in the event of a take-over bid, the holders of subordinate voting shares will beentitled to participate on an equal footing with holders of multiple voting shares, the holders of multiple voting shares upon completion of this offering will enterinto a customary coattail agreement with us and a trustee (the “Coattail Agreement”). The Coattail Agreement will contain provisions customary for dual-class,TSX-listed corporations designed to prevent transactions that otherwise would deprive the holders of subordinate voting shares of rights under applicable securitieslaws in Canada to which they would have been entitled if the multiple voting shares had been subordinate voting shares.

The undertakings in the Coattail Agreement will not apply to prevent a sale by the holders of multiple voting shares or their Permitted Holders of multiple votingshares if concurrently an offer is made to purchase subordinate voting shares that:

(a) offers a price per subordinate voting share at least as high as the highest price per share to be paid pursuant to the take-over bid for the multiple votingshares;

(b) provides that the percentage of outstanding subordinate voting shares to be taken up (exclusive of shares owned immediately prior to the offer by the

offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of multiple voting shares to be sold (exclusive ofmultiple voting shares owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror);

(c) has no condition attached other than the right not to take up and pay for subordinate voting shares tendered if no shares are purchased pursuant to theoffer for multiple voting shares; and

(d) is in all other material respects identical to the offer for multiple voting shares.

In addition, the Coattail Agreement will not prevent the transfer of multiple voting shares to Permitted Holders, provided such transfer is not or would not havebeen subject to the requirements to make a take-over bid (if the

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vendor or transferee were in Canada) or constitutes or would be exempt from certain requirements applicable to take-over bids under applicable securities laws inCanada. The conversion of multiple voting shares into subordinate voting shares, whether or not such subordinate voting shares are subsequently sold, would notconstitute a disposition of multiple voting shares for the purposes of the Coattail Agreement.

Under the Coattail Agreement, any sale of multiple voting shares by a holder of multiple voting shares party to the Coattail Agreement will be conditional upon thetransferee becoming a party to the Coattail Agreement, to the extent such transferred multiple voting shares are not automatically converted into subordinate votingshares in accordance with our articles.

The Coattail Agreement will contain provisions for authorizing action by the trustee to enforce the rights under the Coattail Agreement on behalf of the holders ofthe subordinate voting shares. The obligation of the trustee to take such action will be conditional on us or holders of the subordinate voting shares providing suchfunds and indemnity as the trustee may reasonably require. No holder of subordinate voting shares will have the right, other than through the trustee, to institute anyaction or proceeding or to exercise any other remedy to enforce any rights arising under the Coattail Agreement unless the trustee fails to act on a requestauthorized by holders of not less than 10% of the outstanding subordinate voting shares and reasonable funds and indemnity have been provided to the trustee.

Other than in respect of non-material amendments and waivers that do not adversely affect the interests of holders of subordinate voting shares, the CoattailAgreement will provide that, among other things, it may not be amended, and no provision thereof may be waived, unless, prior to giving effect to such amendmentor waiver, the following have been obtained: (a) the consent of the TSX and any other applicable securities regulatory authority in Canada; and (b) the approval ofat least two-thirds of the votes cast by holders of subordinate voting shares represented at a meeting duly called for the purpose of considering such amendment orwaiver, excluding votes attached to subordinate voting shares held by the holders of multiple voting shares or their affiliates and related parties and any personswho have an agreement to purchase multiple voting shares on terms which would constitute a sale or disposition for purposes of the Coattail Agreement, other thanas permitted thereby.

No provision of the Coattail Agreement will limit the rights of any holders of subordinate voting shares under applicable law.

Forum Selection

We have included a forum selection provision in our articles that provides that, unless we consent in writing to the selection of an alternative forum, the SuperiorCourt of Justice of the Province of Ontario, Canada and the appellate courts therefrom, will be the sole and exclusive forum for (i) any derivative action orproceeding brought on our behalf; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or otheremployees to us; (iii) any action or proceeding asserting a claim arising pursuant to any provision of the BCBCA or our articles; or (iv) any action or proceedingasserting a claim otherwise related to the relationships among us, our affiliates and their respective shareholders, directors and/or officers, but excluding claimsrelated to our business or such affiliates. The forum selection provision also provides that our securityholders are deemed to have consented to personal jurisdictionin the Province of Ontario and to service of process on their counsel in any foreign action initiated in violation of the foregoing provisions.

Limitation of Liability and Indemnification

Under the BCBCA, a company may indemnify: (i) a current or former director or officer of that company; (ii) a current or former director or officer of anothercorporation if, at the time such individual held such office, the corporation was an affiliate of the company, or if such individual held such office at the company’srequest; or (iii) an individual who, at the request of the company, held, or holds, an equivalent position in another entity (an

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“indemnifiable person”) against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him orher in respect of any civil, criminal, administrative or other legal proceeding or investigative action (whether current, threatened, pending or completed) in which heor she is involved because of that person’s position as an indemnifiable person, unless: (i) the individual did not act honestly and in good faith with a view to thebest interests of such company or the other entity, as the case may be; or (ii) in the case of a proceeding other than a civil proceeding, the individual did not havereasonable grounds for believing that the individual’s conduct was lawful. A company cannot indemnify an indemnifiable person if it is prohibited from doing sounder its articles or by applicable law. A company may pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actuallyand reasonably incurred by an indemnifiable person in respect of that proceeding only if the indemnifiable person has provided an undertaking that, if it isultimately determined that the payment of expenses was prohibited, the indemnifiable person will repay any amounts advanced. Subject to the aforementionedprohibitions on indemnification, a company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by anindemnifiable person in respect of such eligible proceeding if such indemnifiable person has not been reimbursed for such expenses, and was wholly successful, onthe merits or otherwise, in the outcome of such eligible proceeding or was substantially successful on the merits in the outcome of such eligible proceeding. Onapplication from an indemnifiable person, a court may make any order the court considers appropriate in respect of an eligible proceeding, including theindemnification of penalties imposed or expenses incurred in any such proceedings and the enforcement of an indemnification agreement. As permitted by theBCBCA, our articles require us to indemnify our directors, officers, former directors or officers (and such individual’s respective heirs and legal representatives)and permit us to indemnify any person to the extent permitted by the BCBCA.

Transfer Agent and Registrar

The transfer agent and registrar for our subordinate voting shares in the United States is Computershare Trust Company, N.A. at its principal office in Canton,Massachusetts, and in Canada is Computershare Investor Services Inc. at its principal office in Toronto, Ontario.

Ownership and Exchange Controls

There is no limitation imposed by Canadian law or by our articles on the right of a non-resident to hold or vote our subordinate voting shares or multiple votingshares, other than discussed below.

Competition Act

Limitations on the ability to acquire and hold our subordinate voting shares and multiple voting shares may be imposed by the CompetitionAct(Canada). Thislegislation permits the Commissioner of Competition, or Commissioner, to review any acquisition or establishment, directly or indirectly, including through theacquisition of shares, of control over or of a significant interest in us. This legislation grants the Commissioner jurisdiction, for up to one year after the acquisitionhas been substantially completed, to challenge this type of acquisition by seeking a remedial order, including an order to prohibit the acquisition or requiredivestitures, from the Canadian Competition Tribunal, which may be granted where the Competition Tribunal finds that the acquisition substantially prevents orlessens, or is likely to substantially prevent or lessen, competition.

This legislation also requires any person or persons who intend to acquire more than 20% of our voting shares or, if such person or persons already own more than20% of our voting shares prior to the acquisition, more than 50% of our voting shares, to file a notification with the Canadian Competition Bureau if certainfinancial thresholds are exceeded. Where a notification is required, unless an exemption is available, the legislation prohibits completion of the acquisition until theexpiration of the applicable statutory waiting period, unless the Commissioner either waives or terminates such waiting period or issues an advance rulingcertificate. The Commissioner’s review of a notifiable transaction for substantive competition law considerations may take longer than the statutory waiting period.

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Investment Canada Act

The InvestmentCanadaActrequires each “non Canadian” (as defined in the InvestmentCanadaAct) who acquires “control” of an existing “Canadian business,”to file a notification in prescribed form with the responsible federal government department or departments not later than 30 days after closing, provided theacquisition of control is not a reviewable transaction under the InvestmentCanadaAct. Subject to certain exemptions, a transaction that is reviewable under theInvestmentCanadaActmay not be implemented until an application for review has been filed and the responsible Minister of the federal cabinet has determinedthat the investment is likely to be of “net benefit to Canada” taking into account certain factors set out in the InvestmentCanadaAct. Under the InvestmentCanadaAct, an investment in our subordinate voting shares or multiple voting shares by a non-Canadian who is a World Trade Organization member country investor,including a United States investor would be reviewable only if it were an investment to acquire control of us pursuant to the InvestmentCanadaActand ourenterprise value (as determined pursuant to the InvestmentCanadaActand its regulations) was equal to or greater than $600 million for a transaction closing priorto April 24, 2017 and $800 million for a transaction closing on or after April 24, 2017. Under Bill C-30, the enterprise value threshold will increase on a date to bedetermined to $1.5 billion for “trade agreement investors.” The federal government announced on November 1, 2016 in the 2016 Fall Economic Statement that forother investors who are not state-owned enterprises the threshold will increase in 2017 to $1 billion.

The InvestmentCanadaActcontains various rules to determine if there has been an acquisition of control. Generally, for purposes of determining whether aninvestor has acquired control of a corporation by acquiring shares, the following general rules apply, subject to certain exceptions: the acquisition of a majority ofthe undivided ownership interests in the voting shares of the corporation is deemed to be acquisition of control of that corporation; the acquisition of less than amajority, but one-third or more, of the voting shares of a corporation or of an equivalent undivided ownership interest in the voting shares of the corporation ispresumed to be acquisition of control of that corporation unless it can be established that, on the acquisition, the corporation is not controlled in fact by the acquirerthrough the ownership of voting shares; and the acquisition of less than one third of the voting shares of a corporation or of an equivalent undivided ownershipinterest in the voting shares of the corporation is deemed not to be acquisition of control of that corporation.

Under the national security review regime in the InvestmentCanadaAct, review on a discretionary basis may also be undertaken by the federal government inrespect to a much broader range of investments by a non-Canadian to “acquire, in whole or part, or to establish an entity carrying on all or any part of its operationsin Canada.” No financial threshold applies to a national security review. The relevant test is whether such investment by a non-Canadian could be “injurious tonational security.” The responsible ministers have broad discretion to determine whether an investor is a non-Canadian and therefore subject to national securityreview. Review on national security grounds is at the discretion of the responsible ministers, and may occur on a pre- or post-closing basis.

Certain transactions relating to our subordinate voting shares and multiple voting shares will generally be exempt from the InvestmentCanadaAct, subject to thefederal government’s prerogative to conduct a national security review, including:

• the acquisition of our subordinate voting shares and multiple voting shares by a person in the ordinary course of that person’s business as a trader ordealer in securities;

• the acquisition of control of us in connection with the realization of security granted for a loan or other financial assistance and not for any purposerelated to the provisions of the InvestmentCanadaAct; and

• the acquisition of control of us by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct orindirect control in fact of us, through ownership of our subordinate voting shares and multiple voting shares, remains unchanged.

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Other

There is no law, governmental decree or regulation in Canada that restricts the export or import of capital, or that would affect the remittance of dividends (if any)or other payments by us to non-resident holders of our subordinate voting shares and multiple voting shares, other than withholding tax requirements.

Listing

Our subordinate voting shares have been approved for listing on the NYSE and conditionally approved for listing on the TSX under the symbol “GOOS.” Oursubordinate voting shares will trade in U.S. dollars on the NYSE and in Canadian dollars on the TSX.

Options to Purchase Securities

We have previously granted options under the Legacy Option Plan. The following table shows the aggregate number of options outstanding as at February 6, 2017,including after giving effect to the Recapitalization. As a result of the reorganization of our share capital completed as part of the Recapitalization, all of theoutstanding options to acquire Class B Common Shares and Class A Junior Preferred Shares under the Legacy Option Plan became options to acquire Class ACommon Shares under the Legacy Option Plan. See “Recapitalization.”

As described herein, in connection with this offering we will amend our articles in order to amend and redesignate our Class A Common Shares as multiple votingshares and create our subordinate voting shares. As of such time, the Legacy Option Plan will be amended such that options to acquire Class A Common Shareswill constitute options to purchase an equal number of subordinate voting shares at the same exercise price. The terms and conditions of the Legacy Option Plan aredescribed under “Executive Compensation—Equity Incentive Plans—Legacy Option Plan.”

Category of Holder Number of Options (1)

Exercise Priceper Option

($) (1) Expiration DateAll of our executive officers and past executive officers, as a

group (16 in total) 4,233,300 $ 1.25 From April 17, 2014 to April 26, 2026All of our directors and past directors who are not also

executive officers, as a group (4 in total) 111,110 $ 8.94 From February 1, 2017 to February 1, 2027All directors of our subsidiaries who are not also executive

officers of the subsidiary, as a group (2 in total) 22,222 $ 8.94 From February 1, 2017 to February 1, 2027All of our other employees and past employees, as a group (11

in total) 1,533,028 $ 2.03 From April 17, 2014 to December 5, 2026 (1) Represents the weighted average exercise price of all outstanding options to purchase Class A Common Shares, whether vested or unvested.

Prior Sales

The following table summarizes the issuance by Canada Goose Holdings Inc. of the securities of the class distributed under this prospectus and of securities that areconvertible or exchangeable into securities of the class distributed under this prospectus during the 12-month period preceding the date of this prospectus. As partof the Recapitalization, all of our outstanding Class A Common Shares, Class B Common Shares, Class A Senior Preferred Shares, Class B Senior PreferredShares, Class A Junior Preferred Shares and Class B Junior Preferred Shares were subdivided, repurchased for cancellation or exchanged, as applicable, and all ofthe outstanding options to acquire Class B Common Shares and Class A Junior Preferred Shares under the Legacy Option Plan became options to acquire Class ACommon Shares under the

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Legacy Option Plan. Prior to the closing of this offering, the Legacy Option Plan will be amended such that options to acquire Class A Common Shares willconstitute options to purchase an equal number of subordinate voting shares at the same exercise price. Upon completion of this offering, our share capital willconsist of an unlimited number of multiple voting shares and subordinate voting shares and an unlimited number of preferred shares, issuable in series (noneoutstanding). See “Description of Share Capital” and “Recapitalization.” As Adjusted for the Recapitalization

Date of issuance Type of Security

Number of Securities

Issued

Issuance/ Exercise Price per

Security ($) Type of Security

Number of Securities

Issued

Issuance/ Exercise Price per

Security ($) January 4, 2016

Options to purchase Class B Common Shares

337,162

3.55

Options to purchase Class A Common Shares

177,641

4.62

January 4, 2016

Options to purchase Class A Junior Preferred Shares

505,745

3.55

Options to purchase Class A Common Shares

266,461

4.62

April 1, 2016

Options to purchase Class B Common Shares

319,197

3.55

Options to purchase Class A Common Shares

168,175

4.62

April 1, 2016

Options to purchase Class A Junior Preferred Shares

478,797

3.55

Options to purchase Class A Common Shares

252,263

4.62

April 18, 2016

Options to purchase Class B Common Shares

42,178

3.55

Options to purchase Class A Common Shares

22,222

4.62

April 18, 2016

Options to purchase Class A Junior Preferred Shares

63,266

3.55

Options to purchase Class A Common Shares

33,333

4.62

April 26, 2016

Options to purchase Class B Common Shares

120,400

3.55

Options to purchase Class A Common Shares

63,435

4.62

April 26, 2016

Options to purchase Class A Junior Preferred Shares

180,599

3.55

Options to purchase Class A Common Shares

95,152

4.62

December 5, 2016

Options to purchase Class A Common Shares

53,183

8.94

February 1, 2017

Options to purchase Class A Common Shares

133,332

8.94

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Comparison of Shareholder Rights

We are a corporation governed by the BCBCA. The following discussion summarizes material differences between the rights of holders of our subordinate votingshares and multiple voting shares and the rights of holders of the common stock of a typical corporation incorporated under the laws of the state of Delaware,which result from differences in governing documents and the laws of British Columbia and Delaware. This summary is qualified in its entirety by reference to theDelaware General Corporation Law, or the DGCL, the BCBCA, and our articles (as used herein, reference to our articles are to such articles as they will beamended in connection with this offering). Delaware British Columbia

Stockholder/Shareholder Approval

of BusinessCombinations;

Fundamental Changes

Under the DGCL, certain fundamental changes such asamendments to the certificate of incorporation, a merger,consolidation, sale, lease, exchange or other dispositionof all or substantially all of the property of a corporationnot in the usual and regular course of the corporation’sbusiness, or a dissolution of the corporation, aregenerally required to be approved by the holders of amajority of the outstanding stock entitled to vote on thematter, unless the certificate of incorporation requires ahigher percentage. However, under the DGCL, mergers in which less than20% of a corporation’s stock outstanding immediatelyprior to the effective date of the merger is issuedgenerally do not require stockholder approval. In certainsituations, the approval of a business combination mayrequire approval by a certain number of the holders of aclass or series of shares. In addition, Section 251(h) ofthe DGCL provides that stockholders of a constituentcorporation need not vote to approve a merger if: (i) themerger agreement permits or requires the merger to beeffected under Section 251(h) and provides that themerger shall be effected as soon as practicable followingthe tender offer or exchange offer, (ii) a corporationconsummates a tender or exchange offer for any and allof the outstanding stock of such constituent corporationthat would otherwise be entitled to vote to approve themerger, (iii) following the consummation of the offer,the stock

Under the BCBCA and our articles, certain extraordinarycompany alterations, such as changes to authorized sharestructure, continuances, into or out of province, certainamalgamations, sales, leases or other dispositions of allor substantially all of the undertaking of a company(other than in the ordinary course of business)liquidations, dissolutions, and certain arrangements arerequired to be approved by ordinary or special resolutionas applicable. An ordinary resolution is a resolution (i) passed at ashareholders’ meeting by a simple majority, or(ii) passed, after being submitted to all of theshareholders, by being consented to in writing byshareholders who, in the aggregate, hold shares carryingat least two-thirds of the votes entitled to be cast on theresolution. A special resolution is a resolution (i) passed by not lessthan two-thirds of the votes cast by the shareholders whovoted in respect of the resolution at a meeting duly calledand held for that purpose or (ii) passed by beingconsented to in writing by all shareholders entitled tovote on the resolution. Holders of multiple voting shares and subordinate votingshares vote together at all meetings of shareholdersexcept meetings at which only holders of a particularclass are entitled to vote.

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accepted for purchase or exchanges plus the stock ownedby the consummating corporation equals at least the percentageof stock that would be required to adopt the agreement ofmerger under the DGCL, (iv) the corporationconsummating the offer merges with or into suchconstituent corporation and (v) each outstanding share ofeach class or series of stock of the constituentcorporation that was the subject of and not irrevocablyaccepted for purchase or exchange in the offer is to beconverted in the merger into, or the right to receive, thesame consideration to be paid for the shares of such classor series of stock of the constituent corporationirrevocably purchased or exchanged in such offer. The DGCL does not contain a procedure comparable to aplan of arrangement under BCBCA.

Under the BCBCA, an action that prejudices or interfereswith a right or special right attached to issued shares of aclass or series of shares must be approved by a specialseparate resolution of the holders of the class or series ofshares being affected.Under the BCBCA, arrangements are permitted and acompany may make any proposal it considersappropriate “despite any other provision” of theBCBCA. In general, a plan of arrangement is approvedby a company’s board of directors and then is submittedto a court for approval. It is customary for a company insuch circumstances to apply to a court initially for aninterim order governing various procedural matters priorto calling any security holder meeting to consider theproposed arrangement. Plans of arrangement involvingshareholders must be approved by a special resolution ofshareholders, including holders of shares not normallyentitled to vote. The court may, in respect of anarrangement proposed with persons other thanshareholders and creditors, require that those personsapprove the arrangement in the manner and to the extentrequired by the court. The court determines, among otherthings, to whom notice shall be given and whether, andin what manner, approval of any person is to be obtainedand also determines whether any shareholders maydissent from the proposed arrangement and receivepayment of the fair value of their shares. Followingcompliance with the procedural steps contemplated inany such interim order (including as to obtaining securityholder approval), the court would conduct a finalhearing, which would, among other things, assess thefairness of the arrangement and approve or reject theproposed arrangement.

The BCBCA does not contain a provision comparable toSection 251(h) of the DGCL.

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Delaware British ColumbiaSpecial Vote Requiredfor Combinations with

InterestedStockholders/Shareholders

Section 203 of the DGCL provides (in general) that acorporation may not engage in a business combinationwith an interested stockholder for a period of three yearsafter the time of the transaction in which the personbecame an interested stockholder.The prohibition on business combinations with interestedstockholders does not apply in some cases, including if:(i) the board of directors of the corporation, prior to thetime of the transaction in which the person became aninterested stockholder, approves (a) the businesscombination or (b) the transaction in which thestockholder becomes an interested stockholder; (ii) uponconsummation of the transaction which resulted in thestockholder becoming an interested stockholder, theinterested stockholder owned at least 85% of the votingstock of the corporation outstanding at the time thetransaction commenced; or (iii) the board of directorsand the holders of at least two-thirds of the outstandingvoting stock not owned by the interested stockholderapprove the business combination on or after the time ofthe transaction in which the person became an interestedstockholder. For the purpose of Section 203, the DGCL, subject tospecified exceptions, generally defines an interestedstockholder to include any person who, together withthat person’s affiliates or associates, (i) owns 15% ormore of the outstanding voting stock of the corporation(including any rights to acquire stock pursuant to anoption, warrant, agreement, arrangement orunderstanding, or upon the exercise of conversion orexchange rights, and stock with respect to which theperson has voting rights only), or (ii) is an affiliate orassociate of the corporation and owned 15% or more ofthe outstanding voting stock of the corporation at anytime within the previous three years.

The BCBCA does not contain a provision comparable toSection 203 of the DGCL with respect to businesscombinations.

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Delaware British ColumbiaAppraisal Rights;Rights to Dissent

Under the DGCL, a stockholder of a corporationparticipating in some types of major corporatetransactions may, under varying circumstances, beentitled to appraisal rights pursuant to which thestockholder may receive cash in the amount of the fairmarket value of his or her shares in lieu of theconsideration he or she would otherwise receive in thetransaction. For example, a stockholder is entitled to appraisal rightsin the case of a merger or consolidation if theshareholder is required to accept in exchange for theshares anything other than: (i) shares of stock of thecorporation surviving or resulting from the merger orconsolidation, or depository receipts in respect thereof;(ii) shares of any other corporation, or depositoryreceipts in respect thereof, that on the effective date ofthe merger or consolidation will be either listed on anational securities exchange or held of record by morethan 2,000 shareholders; (iii) cash instead of fractionalshares of the corporation or fractional depository receiptsof the corporation; or (iv) any combination of the sharesof stock, depository receipts and cash instead of thefractional shares or fractional depository receipts.

The BCBCA provides that shareholders of a companyare entitled to exercise dissent rights in respect of certainmatters and to be paid the fair value of their shares inconnection therewith. The dissent right is applicablewhere the company resolves to (i) alter its articles toalter the restrictions on the powers of the company or onthe business it is permitted to carry on; (ii) approvecertain amalgamations; (iii) approve an arrangement,where the terms of the arrangement or court ordersrelating thereto permit dissent; (iv) sell, lease orotherwise dispose of all or substantially all of itsundertaking; or (v) continue the company into anotherjurisdiction. Dissent may also be permitted if authorized byresolution. A court may also make an order permitting ashareholder to dissent in certain circumstances.

Compulsory Acquisition

Under the DGCL, mergers in which one corporationowns 90% or more of each class of stock of a secondcorporation may be completed without the vote of thesecond corporation’s board of directors or shareholders.

The BCBCA provides that if, within 4 months after themaking of an offer to acquire shares, or any class ofshares, of a company, the offer is accepted by the holdersof not less than 90% of the shares (other than the sharesheld by the offeror or an affiliate of the offeror) of anyclass of shares to which the offer relates, the offeror isentitled, upon giving proper notice within 5 months afterthe date of the offer, to acquire (on the same terms onwhich the offeror acquired shares from those holders ofshares who accepted the offer) the shares held by thoseholders of shares of that class who did not accept theoffer. Offerees may apply to the court, within 2 monthsof receiving

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notice, and the court may set a different price or terms ofpayment and may make any consequential orders ordirections as it considers appropriate.

Stockholder/Shareholder Consent

to Action WithoutMeeting

Under the DGCL, unless otherwise provided in thecertificate of incorporation, any action that can be takenat a meeting of the stockholders may be taken without ameeting if written consent to the action is signed by theholders of outstanding stock having not less than theminimum number of votes necessary to authorize or takethe action at a meeting of the stockholders.

Although it is not customary for public companies to doso, under the BCBCA, shareholder action without ameeting may be taken by a consent resolution ofshareholders provided that it satisfies the thresholds forapproval in a company’s articles, the BCBCA and theregulations thereunder. A consent resolution is as validand effective as if it was a resolution passed at a meetingof shareholders.

Special Meetings of Stockholders/Shareholders

Under the DGCL, a special meeting of shareholders maybe called by the board of directors or by such personsauthorized in the certificate of incorporation or thebylaws.

Under the BCBCA, the holders of not less than 5% ofthe issued shares of a company that carry the right tovote at a general meeting may requisition that thedirectors call a meeting of shareholders for the purposeof transacting any business that may be transacted at ageneral meeting. Upon receiving a requisition thatcomplies with the technical requirements set out in theBCBCA, the directors must, subject to certain limitedexceptions, call a meeting of shareholders to be held notmore than 4 months after receiving the requisition. If thedirectors do not call such a meeting within 21 days afterreceiving the requisition, the requisitioning shareholdersor any of them holding in aggregate not less than 2.5%of the issued shares of the company that carry the right tovote at general meetings may call the meeting.

Distributions and Dividends;Repurchases and

Redemptions

Under the DGCL, subject to any restrictions contained inthe certificate of incorporation, a corporation may paydividends out of capital surplus or, if there is no surplus,out of net profits for the current and/or the precedingfiscal year in which the dividend is declared, as long asthe amount of capital of the corporation following the

Under the BCBCA, a company may pay a dividend inmoney or other property unless there are reasonablegrounds for believing that the company is insolvent, orthe payment of the dividend would render the companyinsolvent.

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declaration and payment of the dividend is not less thanthe aggregate amount of the capital represented by issuedand outstanding shares having a preference upon thedistribution of assets. Surplus is defined in the DGCL asthe excess of the net assets over capital, as such capitalmay be adjusted by the board. A Delaware corporation may purchase or redeem sharesof any class except when its capital is impaired or wouldbe impaired by the purchase or redemption. Acorporation may, however, purchase or redeem out ofcapital shares that are entitled upon any distribution of itsassets to a preference over another class or series of itsshares if the shares are to be retired and the capitalreduced.

The BCBCA provides that no special rights orrestrictions attached to a series of any class of sharesconfer on the series a priority in respect of dividends orreturn of capital over any other series of shares of thesame class. Under the BCBCA, the purchase or other acquisition bya company of its shares is generally subject to solvencytests similar to those applicable to the payment ofdividends (as set out above). Our company is permitted,under its articles, to acquire any of its shares, subject tothe special rights and restrictions attached to such classor series of shares and the approval of its board ofdirectors. Under the BCBCA, subject to solvency tests similar tothose applicable to the payment of dividends (as set outabove), a company may redeem, on the terms and in themanner provided in its articles, any of its shares that hasa right of redemption attached to it. Our subordinatevoting shares and multiple voting shares are not subjectto a right of redemption.

Vacancies on Board ofDirectors

Under the DGCL, a vacancy or a newly createddirectorship may be filled by a majority of the directorsthen in office, although less than a quorum, or by thesole remaining director, unless otherwise provided in thecertificate of incorporation or bylaws. Any newly electeddirector usually holds office for the remainder of the fullterm expiring at the annual meeting of stockholders atwhich the term of the class of directors to which thenewly elected director has been elected expires.

Under the BCBCA and our articles, a vacancy among thedirectors created by the removal of a director may befilled by the shareholders at the meeting at which thedirector is removed or, if not filled by the shareholders atsuch meeting, by the shareholders or by the remainingdirectors. In the case of a casual vacancy, the remainingdirectors may fill the vacancy. Under the BCBCA,directors may increase the size of the board of directorsby one third of the number of current directors. Under the BCBCA and our articles, if as a result of oneor more vacancies, the number of directors in office fallsbelow the number required for a quorum, the remainingdirectors may appoint as directors the number ofindividuals that, when added to the

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number of remaining directors, will constitute a quorumand/or call a shareholders’ meeting to fill any or allvacancies among directors and to conduct such otherbusiness that may be dealt with at that meeting, but mustnot take any other action until a quorum is obtained.

Constitution andResidency Of

Directors

The DGCL does not have residency requirements, but acorporation may prescribe qualifications for directorsunder its certificate of incorporation or bylaws.

The BCBCA does not place any residency restrictions onthe boards of directors.

Removal of Directors;Terms of Directors

Under the DGCL, except in the case of a corporationwith a classified board or with cumulative voting, anydirector or the entire board may be removed, with orwithout cause, by the holders of a majority of the sharesentitled to vote at an election of directors.

Our articles allow for the removal of a director byspecial resolution of the shareholders. According to our articles, all directors cease to holdoffice immediately before the election or appointment ofdirectors at every annual general meeting, but areeligible for re-election or re- appointment.

Inspection of Booksand Records

Under the DGCL, any holder of record of stock or aperson who is the beneficial owner of shares of suchstock held either in a voting trust or by a nominee onbehalf of such person may inspect the corporation’sbooks and records for a proper purpose.

Under the BCBCA, directors and shareholders may,without charge, inspect certain of the records of acompany. Former shareholders and directors may alsoinspect certain of the records, free of charge, but onlythose records pertaining to the times that they wereshareholders or directors. Public companies must allow all persons to inspectcertain records of the company free of charge.

Amendment ofGoverning Documents

Under the DGCL, a certificate of incorporation may beamended if: (i) the board of directors adopts a resolutionsetting forth the proposed amendment, declares theadvisability of the amendment and directs that it besubmitted to a vote at a meeting of shareholders;provided that unless required by the certificate ofincorporation, no meeting or vote is required to adopt anamendment for certain specified changes; and (ii) the

Under the BCBCA, a company may amend its articles ornotice of articles by (i) the type of resolution specified inthe BCBCA, (ii) if the BCBCA does not specify a typeof resolution, then by the type specified in thecompany’s articles, or (iii) if the company’s articles donot specify a type of resolution, then by specialresolution. The BCBCA permits many substantivechanges to a company’s articles (such as a change in thecompany’s

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holders of a majority of shares of stock entitled to voteon the matter approve the amendment, unless thecertificate of incorporation requires the vote of a greaternumber of shares. If a class vote on the amendment is required by theDGCL, a majority of the outstanding stock of the class isrequired, unless a greater proportion is specified in thecertificate of incorporation or by other provisions of theDGCL. Under the DGCL, the board of directors may amend acorporation’s bylaws if so authorized in the certificate ofincorporation. The shareholders of a Delawarecorporation also have the power to amend bylaws.

authorized share structure or a change in the specialrights or restrictions that may be attached to a certainclass or series of shares) to be changed by the resolutionspecified in that company’s articles. Our articles provide that certain changes to our sharestructure and any creation or alteration of special rightsand restrictions attached to a series or class of shares bedone by way of ordinary resolution. However, if a rightor special right attached to a class or series of shareswould be prejudiced or interfered with by such analteration, the BCBCA requires that holders of such classor series of shares must approve the alteration by aspecial separate resolution of those shareholders. Our articles also provide that the shareholders may fromtime to time, by ordinary resolution, make any alterationto our notice of articles and articles as permitted by theBCBCA.

Indemnification ofDirectors and Officers

Under the DGCL, subject to specified limitations in thecase of derivative suits brought by a corporation’sstockholders in its name, a corporation may indemnifyany person who is made a party to any action, suit orproceeding on account of being a director, officer,employee or agent of the corporation (or was serving atthe request of the corporation in such capacity foranother corporation, partnership, joint venture, trust orother enterprise) against expenses (including attorneys’fees), judgments, fines and amounts paid in settlementactually and reasonably incurred by him or her inconnection with the action, suit or proceeding, providedthat there is a determination that: (i) the individual actedin good faith and in a manner reasonably believed to bein or not opposed to the best interests of the corporation;and (ii) in a criminal action or proceeding, the individual

Under the BCBCA, a company may indemnify: (i) acurrent or former director or officer of that company;(ii) a current or former director or officer of anothercorporation if, at the time such individual held suchoffice, the corporation was an affiliate of the company,or if such individual held such office at the company’srequest; or (iii) an indemnifiable person (as defined inthe “Description of Share Capital” section above) againstall costs, charges and expenses, including an amountpaid to settle an action or satisfy a judgment, reasonablyincurred by him or her in respect of any civil, criminal,administrative or other legal proceeding or investigativeaction (whether current, threatened, pending orcompleted) in which he or she is involved because ofthat person’s position as an indemnifiable person, unless:(i) the individual did not act honestly and in good faithwith a view

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had no reasonable cause to believe his or her conductwas unlawful.Without court approval, however, no indemnificationmay be made in respect of any derivative action in whichan individual is adjudged liable to the corporation,except to the extent the Court of Chancery or the court inwhich such action or suit was brought shall determineupon application that, despite the adjudication but inview of all the circumstances of the case, such person isfairly and reasonably entitled to indemnity. The DGCL requires indemnification of directors andofficers for expenses (including attorneys’ fees) actuallyand reasonably relating to a successful defense on themerits or otherwise of a derivative or third-party action. Under the DGCL, a corporation may advance expensesrelating to the defense of any proceeding to directors andofficers upon the receipt of an undertaking by or onbehalf of the individual to repay such amount if it shallultimately be determined that such person is not entitledto be indemnified.

to the best interests of such company or the other entity,as the case may be; or (ii) in the case of a proceedingother than a civil proceeding, the individual did not havereasonable grounds for believing that the individual’sconduct was lawful. A company cannot indemnify anindemnifiable person if it is prohibited from doing sounder its articles. In addition, a company must notindemnify an indemnifiable person in proceedingsbrought against the indemnifiable person by or on behalfof the company or an associated company. A companymay pay, as they are incurred in advance of the finaldisposition of an eligible proceeding, the expensesactually and reasonably incurred by an indemnifiableperson in respect of that proceeding only if theindemnifiable person has provided an undertaking that, ifit is ultimately determined that the payment of expenseswas prohibited, the indemnifiable person will repay anyamounts advanced. Subject to the aforementionedprohibitions on indemnification, a company must, afterthe final disposition of an eligible proceeding, pay theexpenses actually and reasonably incurred by anindemnifiable person in respect of such eligibleproceeding if such indemnifiable person has not beenreimbursed for such expenses, and was whollysuccessful, on the merits or otherwise, in the outcome ofsuch eligible proceeding or was substantially successfulon the merits in the outcome of such eligible proceeding.On application from an indemnifiable person, a courtmay make any order the court considers appropriate inrespect of an eligible proceeding, including theindemnification of penalties imposed or expensesincurred in any such proceedings and the enforcement ofan indemnification agreement.

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As permitted by the BCBCA, our articles require us toindemnify our directors, officers, former directors orofficers (and such individual’s respective heirs and legalrepresentatives) and permit us to indemnify any personto the extent permitted by the BCBCA.

Limited Liability ofDirectors

The DGCL permits the adoption of a provision in acorporation’s certificate of incorporation limiting oreliminating the monetary liability of a director to acorporation or its shareholders by reason of a director’sbreach of the fiduciary duty of care. The DGCL does notpermit any limitation of the liability of a director for: (i)breaching the duty of loyalty to the corporation or itsshareholders; (ii) acts or omissions not in good faith; (iii)engaging in intentional misconduct or a known violationof law; (iv) obtaining an improper personal benefit fromthe corporation; or (v) paying a dividend or approving astock repurchase that was illegal under applicable law.

Under the BCBCA, a director or officer of a companymust (i) act honestly and in good faith with a view to thebest interests of the company; (ii) exercise the care,diligence and skill that a reasonably prudent individualwould exercise in comparable circumstances; (iii) act inaccordance with the BCBCA and the regulationsthereunder; and (iv) subject to (i) to (iii), act inaccordance with the articles of the company. Thesestatutory duties are in addition to duties under commonlaw and equity. No provision in a contract or the articles of a companymay relieve a director or officer of a company from theabove duties. Under the BCBCA, a director is not liable for certainacts if the director has otherwise complied with his orher duties and relied, in good faith, on (i) financialstatements of the company represented to the director byan officer of the company or in a written report of theauditor of the company to fairly reflect the financialposition of the company, (ii) a written report of a lawyer,accountant, engineer, appraiser or other person whoseprofession lends credibility to a statement made by thatperson, (iii) a statement of fact represented to thedirector by an officer of the company to be correct, or(iv) any record, information or representation that thecourt considers provides reasonable grounds for theactions of the director, whether or not that record wasforged, fraudulently made or inaccurate or thatinformation or representation was fraudulently

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made or inaccurate. Further, a director is not liable if thedirector did not know and could not reasonably haveknown that the act done by the director or authorized bythe resolution voted for or consented to by the directorwas contrary to the BCBCA.

Stockholder/Shareholder Lawsuits

Under the DGCL, a stockholder may bring a derivativeaction on behalf of the corporation to enforce the rightsof the corporation; provided, however, that underDelaware case law, the plaintiff generally must be astockholder not only at the time of the transaction whichthe subject of the suit, but through the duration of thederivative suit. Delaware law also requires that thederivative plaintiff make a demand on the directors ofthe corporation to assert the corporate claim before thesuit may be prosecuted by the derivative plaintiff, unlesssuch demand would be futile. An individual also maycommence a class action suit on behalf of himself orherself and other similarly situated stockholders wherethe requirements for maintaining a class action havebeen met.

Under the BCBCA, a shareholder (including a beneficialshareholder) or director of a company and any personwho, in the discretion of the court, is an appropriateperson to make an application to court to prosecute ordefend an action on behalf of a company (a derivativeaction) may, with judicial leave: (i) bring an action in thename and on behalf of the company to enforce a right,duty or obligation owed to the company that could beenforced by the company itself or to obtain damages forany breach of such right, duty or obligation or(ii) defend, in the name and on behalf of the company, alegal proceeding brought against the company. Under the BCBCA, the court may grant leave if: (i) thecomplainant has made reasonable efforts to cause thedirectors of the company to prosecute or defend theaction; (ii) notice of the application for leave has beengiven to the company and any other person that the courtmay order; (iii) the complainant is acting in good faith;and (iv) it appears to the court to be in the interests of thecompany for the action to be prosecuted or defended. Under the BCBCA, upon the final disposition of aderivative action, the court may make any order itdetermines to be appropriate. In addition, under theBCBCA, a court may order a company to pay thecomplainant’s interim costs, including legal fees anddisbursements. However, the complainant may be heldaccountable for the costs on final disposition of theaction.

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Delaware British ColumbiaOppression Remedy

Although the DGCL imposes upon directors and officersfiduciary duties of loyalty (i.e., a duty to act in a mannerbelieved to be in the best interest of the corporation andits stockholders) and care, there is no remedy under theDGCL that is comparable to the BCBCA’s oppressionremedy.

The BCBCA’s oppression remedy enables a court tomake an order (interim or final) to rectify the matterscomplained of if the court is satisfied upon applicationby a shareholder (as defined below) that the affairs of thecompany are being conducted or that the powers of thedirectors have been exercised in a manner that isoppressive, or that some action of the company orshareholders has been or is threatened to be taken whichis unfairly prejudicial, in each case to one or moreshareholders. The applicant must be one of the personsbeing oppressed or prejudiced and the application mustbe brought in a timely manner. A “shareholder” for thepurposes of the oppression remedy includes legal andbeneficial owners of shares as well as any other personwhom the court considers appropriate. The oppression remedy provides the court withextremely broad and flexible jurisdiction to intervene incorporate affairs to protect shareholders.

Blank CheckPreferred

Stock/Shares

Under the DGCL, the certificate of incorporation of acorporation may give the board the right to issue newclasses of preferred shares with voting, conversion,dividend distribution, and other rights to be determinedby the board at the time of issuance, which could preventa takeover attempt and thereby preclude shareholdersfrom realizing a potential premium over the market valueof their shares.In addition, the DGCL does not prohibit a corporationfrom adopting a shareholder rights plan, or “poison pill,”which could prevent a takeover attempt and alsopreclude shareholders from realizing a potentialpremium over the market value of their shares.

Under our articles, the preferred shares may be issued inone or more series. Accordingly, our board of directors isauthorized, without shareholder approval, but subject tothe provisions of the BCBCA, to determine themaximum number of shares of each series, create anidentifying name for each series and attach such specialrights or restrictions, including dividend, liquidation andvoting rights, as our board of directors may determine,and such special rights or restrictions, includingdividend, liquidation and voting rights, may be superiorto those of the subordinate voting shares and multiplevoting shares. The issuance of preferred shares, whileproviding flexibility in connection with possibleacquisitions and other corporate purposes, could, amongother things, have the effect of delaying, deferring orpreventing a

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change of control of our company and might adverselyaffect the market price of our subordinate voting sharesand the voting and other rights of the holders ofsubordinate voting shares and multiple votingshares. Under the BCBCA, each share of a series ofshares must have the same special rights or restrictionsas are attached to every other share of that series ofshares. In addition, the special rights or restrictionsattached to shares of a series of shares must be consistentwith the special rights or restrictions attached to the classof shares of which the series of shares is part. In addition, the BCBCA does not prohibit a corporationfrom adopting a shareholder rights plan, or “poison pill,”which could prevent a takeover attempt and alsopreclude shareholders from realizing a potentialpremium over the market value of their shares.

Advance Notification Requirements forProposals of

Stockholders/Shareholders

Delaware corporations typically have provisions in theirbylaws that require a stockholder proposing a nomineefor election to the board of directors or other proposals atan annual or special meeting of the stockholders toprovide notice of any such proposals to the secretary ofthe corporation in advance of the meeting for any suchproposal to be brought before the meeting of thestockholders. In addition, advance notice bylawsfrequently require the stockholder nominating a personfor election to the board of directors to provideinformation about the nominee, such as his or her age,address, employment and beneficial ownership of sharesof the corporation’s capital stock. The stockholder mayalso be required to disclose, among other things, his orher name, share ownership and agreement, arrangementor understanding with respect to such nomination.

Under the BCBCA, qualified shareholders holding atleast one percent (1%) of our issued voting shares orwhose shares have a fair market value in excess of$2,000 in the aggregate may make proposals for mattersto be considered at the annual general meeting ofshareholders. Such proposals must be sent to us inadvance of any proposed meeting by delivering a timelywritten notice in proper form to our registered office inaccordance with the requirements of the BCBCA. Thenotice must include information on the business theshareholder intends to bring before the meeting. To be aqualified shareholder, a shareholder must currently beand have been a registered or beneficial owner of at leastone share of the company for at least 2 years before thedate of signing the proposal. If the proposal and a written statement in support of theproposal (if any) are submitted at least three monthsbefore

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Delaware British Columbia

For other proposals, the proposing stockholder is oftenrequired by the bylaws to provide a description of theproposal and any other information relating to suchstockholder or beneficial owner, if any, on whose behalfthat proposal is being made, required to be disclosed in aproxy statement or other filings required to be made inconnection with solicitation of proxies for the proposaland pursuant to and in accordance with the ExchangeAct and the rules and regulations promulgatedthereunder.

the anniversary date of the previous annual meeting andthe proposal and written statement (if any) meet otherspecified requirements, then the company must either setout the proposal, including the names and mailingaddresses of the submitting person and supporters andthe written statement (if any), in the proxy circular of thecompany or attach the proposal and written statementthereto. In certain circumstances, the company may refuse toprocess a proposal. We have included Advance Notice Provisions (asdefined in the “Description of Share Capital” sectionabove) in our articles. Under the Advance NoticeProvisions, a shareholder wishing to nominate a directorwould be required to provide us notice, in the prescribedform, within the prescribed time periods.

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Shares Eligible for Future Sale

Before this offering, there has been no public market for our subordinate voting shares. As described below, only a limited number of subordinate voting sharescurrently outstanding will be available for sale immediately after this offering due to contractual and legal restrictions on resale. Nevertheless, future sales ofsubstantial amounts of our subordinate voting shares, including subordinate voting shares issuable upon the conversion of multiple voting shares or upon theexercise of outstanding options, in the public market after this offering, or the perception that those sales may occur, could cause the prevailing market price for oursubordinate voting shares to fall or impair our ability to raise capital through sales of our equity securities.

Upon the closing of this offering, we will have outstanding 20,000,000 subordinate voting shares, after giving effect to the issuance of 7,149,000 subordinate votingshares in this offering and sale by the selling shareholders of 12,851,000 shares in this offering, assuming no exercise by the underwriters of the over-allotmentoption, and no exercise of options outstanding as of March 1, 2017. Based on the same assumptions, upon the closing of this offering, we will have outstanding87,149,000 multiple voting shares. The subordinate voting shares issuable upon the conversion of the multiple voting shares that will be held by certain of ourexisting shareholders upon closing of this offering will be available for sale in the public market after the expiration or waiver of the lock-up arrangementsdescribed below, subject to limitations imposed by U.S. and Canadian securities laws on resale by our affiliates.

We expect that all of the subordinate voting shares to be sold in this offering will be freely tradable without restriction under the Securities Act unless purchased byour “affiliates,” as that term is defined in Rule 144 under the Securities Act. Shares purchased by our affiliates may not be resold except pursuant to an effectiveregistration statement or an exemption from registration, including the safe harbor under Rule 144 of the Securities Act described below. In addition, following thisoffering, subordinate voting shares issuable pursuant to awards granted under certain of our equity plans that are expected to be covered by a registration statementon Form S-8 will eventually be freely tradable in the public market, subject to certain contractual and legal restrictions described below.

The remaining multiple voting shares outstanding after this offering will be “restricted securities,” as that term is defined in Rule 144 of the Securities Act, and weexpect that substantially all of these restricted securities will be subject to the lock-up agreements described below. These subordinate voting shares andsubordinate voting shares issuable upon conversion of multiple voting shares may be sold in the public market only if the sale is registered or pursuant to anexemption from registration, such as the safe harbor provided by Rule 144, or in compliance with applicable Canadian Securities laws.

Lock-up Restrictions

We and each of our directors, executive officers and holders of all of our outstanding multiple voting shares, have agreed that, without the prior written consent ofcertain of the underwriters, we and they will not, subject to limited exceptions, directly or indirectly sell or dispose of any subordinate voting shares or multiplevoting shares or any securities convertible into or exchangeable or exercisable for subordinate voting shares or multiple voting shares for a period of 180 days afterthe date of this prospectus, unless extended pursuant to its terms. The lock-up restrictions and specified exceptions are described in more detail under“Underwriting.”

Rule 144

In general, under Rule 144, beginning 90 days after the date of this prospectus, any person who is not our affiliate and has held their shares for at least six months,including the holding period of any prior owner other than one of our affiliates, may sell shares without restriction, subject to the availability of current publicinformation about us. In addition, under Rule 144, any person who is not our affiliate and has not been our affiliate at any time during the preceding three monthsand has held their shares for at least one year, including the holding period of any prior owner other than one of our affiliates, would be entitled to sell an unlimitednumber of shares immediately upon the closing of this offering without regard to whether current public information about us is available.

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Beginning 90 days after the date of this prospectus, a person who is our affiliate or who was our affiliate at any time during the preceding three months and who hasbeneficially owned restricted securities for at least six months, including the holding period of any prior owner other than one of our affiliates, is entitled to sell anumber of subordinate voting shares within any three-month period that does not exceed the greater of: (i) 1% of the number of our shares outstanding, which willequal approximately 1.07 million shares immediately after this offering; and (ii) the average weekly trading volume of our subordinate voting shares on the NYSEduring the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales under Rule 144 by our affiliates are also subject to certain manner of sale provisions, notice requirements and to the availability of current public informationabout us.

Rule 701

In general, under Rule 701 under the Securities Act, beginning 90 days after we become subject to the public company reporting requirements of the Exchange Act,any of our employees, directors, officers, consultants or advisors who acquired subordinate voting shares from us in connection with a written compensatory stockor option plan or other written agreement in compliance with Rule 701 is entitled to sell such shares in reliance on Rule 144 but without compliance with certain ofthe requirements contained in Rule 144. Accordingly, subject to any applicable lock-up restrictions, beginning 90 days after we become subject to the publiccompany reporting requirements of the Exchange Act, under Rule 701 persons who are not our affiliates may resell those shares without complying with theminimum holding period or public information requirements of Rule 144, and persons who are our affiliates may resell those shares without compliance withRule 144’s minimum holding period requirements.

Canadian Resale Restrictions

Any sale of any of our shares which constitutes a “control distribution” under Canadian securities laws (generally a sale by a person or a group of persons holdingmore than 20% of our outstanding voting securities) will be subject to restrictions under Canadian securities laws in addition to those restrictions noted above,unless the sale is qualified under a prospectus filed with Canadian securities regulatory authorities, or if prior notice of the sale is filed with the Canadian securitiesregulatory authorities at least seven days before any sale and there has been compliance with certain other requirements and restrictions regarding the manner ofsale, payment of commissions, reporting and availability of current public information about us and compliance with applicable Canadian securities laws.

Equity Incentive Plans

Following this offering, we intend to file with the SEC a registration statement on Form S-8 under the Securities Act covering the subordinate voting shares that aresubject to outstanding options and other awards that may be granted pursuant to our equity incentive plans. Shares covered by such registration statement will beavailable for sale in the open market following its effective date, subject to certain Rule 144 limitations applicable to affiliates and the terms of lock-up restrictionsapplicable to those shares.

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Material United States Federal Income Tax Considerations for U.S. Holders

Subject to the limitations and qualifications stated herein, this discussion sets forth certain material U.S. federal income tax considerations relating to the ownershipand disposition by U.S. Holders (as defined below) of the subordinate voting shares. The discussion is based on the U.S. Internal Revenue Code of 1986, asamended (the “Code”), its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, all as currently in effect and allsubject to change at any time, possibly with retroactive effect. This summary applies only to U.S. Holders and does not address tax consequences to a non-U.S.Holder (as defined below) investing in our subordinate voting shares.

This discussion of a U.S. Holder’s tax consequences addresses only those persons that acquire their subordinate voting shares in this offering and that hold thosesubordinate voting shares as capital assets and does not address the tax consequences to any special class of holders, including without limitation, holders (directly,indirectly or constructively) of 10% or more of our equity (based on voting power), dealers in securities or currencies, banks, tax-exempt organizations, insurancecompanies, financial institutions, broker-dealers, regulated investment companies, real estate investment trusts, traders in securities that elect the mark-to-marketmethod of accounting for their securities holdings, persons that hold securities that are a hedge or that are hedged against currency or interest rate risks or that arepart of a straddle, conversion or “integrated” transaction, U.S. expatriates, partnerships or other pass-through entities for U.S. federal income tax purposes and U.S.Holders whose functional currency for U.S. federal income tax purposes is not the U.S. dollar. This discussion does not address the effect of the U.S. federalalternative minimum tax, U.S. federal estate and gift tax, the 3.8% Medicare contribution tax on net investment income or any state, local or non-U.S. tax laws on aholder of subordinate voting shares.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of subordinate voting shares that is for U.S. federal income tax purposes: (a) an individualwho is a citizen or resident of the United States; (b) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created ororganized in or under the laws of the United States, any state thereof or the District of Columbia; (c) an estate the income of which is subject to U.S. federal incometaxation regardless of its source; or (d) a trust (i) if a court within the United States can exercise primary supervision over its administration, and one or more U.S.persons have the authority to control all of the substantial decisions of that trust, or (ii) that has a valid election in effect under applicable Treasury regulations to betreated as a U.S. person. The term “non-U.S. Holder” means any beneficial owner of our subordinate voting shares that is not a U.S. Holder, a partnership (or anentity or arrangement that is treated as a partnership or other pass-through entity for U.S. federal income tax purposes) or a person holding our subordinate votingshares through such an entity or arrangement.

If a partnership or an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes holds our subordinate voting shares, the taxtreatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Partners in partnerships that hold our subordinatevoting shares should consult their own tax advisors.

You are urged to consult your own independent tax advisor regarding the specific U.S. federal, state, local and non-U.S. income and other taxconsiderations relating to the ownership and disposition of our subordinate voting shares.

Cash Dividends and Other Distributions

As described in the section entitled “Dividend Policy” above, we currently intend to retain any future earnings to fund business development and growth, and we donot expect to pay any dividends in the foreseeable future. However, to the extent there are any distributions made with respect to our subordinate voting shares,subject to the passive foreign investment company, or “PFIC,” rules discussed below, a U.S. Holder generally will be required to treat distributions received withrespect to its subordinate voting shares (including the amount of

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Canadian taxes withheld, if any) as dividend income to the extent of our current or accumulated earnings and profits (computed using U.S. federal income taxprinciples), with the excess treated as a non-taxable return of capital to the extent of the holder’s adjusted tax basis in its subordinate voting shares and, thereafter,as capital gain recognized on a sale or exchange on the day actually or constructively received by you. There can be no assurance that we will maintain calculationsof our earnings and profits in accordance with U.S. federal income tax accounting principles. U.S. Holders should therefore assume that any distribution withrespect to our subordinate voting shares will constitute ordinary dividend income. Dividends paid on the subordinate voting shares will not be eligible for thedividends received deduction allowed to U.S. corporations.

Dividends paid to a non-corporate U.S. Holder by a “qualified foreign corporation” may be subject to reduced rates of taxation if certain holding period and otherrequirements are met. A qualified foreign corporation generally includes a foreign corporation (other than a PFIC) if (i) its subordinate voting shares are readilytradable on an established securities market in the United States or (ii) it is eligible for benefits under a comprehensive U.S. income tax treaty that includes anexchange of information program and which the U.S. Treasury Department has determined is satisfactory for these purposes. Our subordinate voting shares areexpected to be readily tradable on an established securities market, the NYSE. U.S. Holders should consult their own tax advisors regarding the availability of thereduced tax rate on dividends in light of their particular circumstances.

Non-corporate U.S. Holders will not be eligible for reduced rates of taxation on any dividends received from us if we are a PFIC in the taxable year in which suchdividends are paid or in the preceding taxable year.

Distributions paid in a currency other than U.S. dollars will be included in a U.S. Holder’s gross income in a U.S. dollar amount based on the spot exchange rate ineffect on the date of actual or constructive receipt, whether or not the payment is converted into U.S. dollars at that time. The U.S. Holder will have a tax basis insuch currency equal to such U.S. dollar amount, and any gain or loss recognized upon a subsequent sale or conversion of the foreign currency for a different U.S.dollar amount will be U.S. source ordinary income or loss. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder generally should notbe required to recognize foreign currency gain or loss in respect of the dividend income.

A U.S. Holder who pays (whether directly or through withholding) Canadian taxes with respect to dividends paid on our subordinate voting shares may be entitledto receive either a deduction or a foreign tax credit for such Canadian taxes paid. Complex limitations apply to the foreign tax credit, including the generallimitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxableincome bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must beclassified, under complex rules, as either “foreign source” or “U.S. source.” In addition, this limitation is calculated separately with respect to specific categories ofincome. Dividends paid by us generally will constitute “foreign source” income and generally will be categorized as “passive category income.” However, if 50%or more of our equity (based on voting power or value) is treated as held by U.S. persons, we will be treated as a “United States-owned foreign corporation,” inwhich case dividends may be treated for foreign tax credit limitation purposes as “foreign source” income to the extent attributable to our non-U.S. source earningsand profits and as “U.S. source” income to the extent attributable to our U.S. source earnings and profits. Because the foreign tax credit rules are complex, eachU.S. Holder should consult its own tax advisor regarding the foreign tax credit rules.

Sale or Disposition of Subordinate Voting Shares

A U.S. Holder generally will recognize gain or loss on the taxable sale or exchange of its subordinate voting shares in an amount equal to the difference betweenthe U.S. dollar amount realized on such sale or exchange (determined in the case of subordinate voting shares sold or exchanged for currencies other than U.S.dollars by reference to the spot exchange rate in effect on the date of the sale or exchange or, if the subordinate voting shares sold or exchanged are traded on anestablished securities market and the U.S. Holder is a cash basis

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taxpayer or an electing accrual basis taxpayer, the spot exchange rate in effect on the settlement date) and the U.S. Holder’s adjusted tax basis in the subordinatevoting shares determined in U.S. dollars. The initial tax basis of the subordinate voting shares to a U.S. Holder will be the U.S. Holder’s U.S. dollar purchase pricefor the subordinate voting shares (determined by reference to the spot exchange rate in effect on the date of the purchase, or if the subordinate voting sharespurchased are traded on an established securities market and the U.S. Holder is a cash basis taxpayer or an electing accrual basis taxpayer, the spot exchange rate ineffect on the settlement date).

Assuming we are not a PFIC and have not been treated as a PFIC during your holding period for our subordinate voting shares, such gain or loss will be capitalgain or loss and will be long-term gain or loss if the subordinate voting shares have been held for more than one year. Under current law, long-term capital gains ofnon-corporate U.S. Holders generally are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Capital gain or loss, ifany, recognized by a U.S. Holder generally will be treated as U.S. source income or loss for U.S. foreign tax credit purposes. U.S. Holders are encouraged toconsult their own tax advisors regarding the availability of the U.S. foreign tax credit in their particular circumstances.

Passive Foreign Investment Company Considerations

StatusasaPFIC

The rules governing PFICs can have adverse tax effects on U.S. Holders. We generally will be classified as a PFIC for U.S. federal income tax purposes if, for anytaxable year, either: (1) 75% or more of our gross income consists of certain types of passive income, or (2) the average value (determined on a quarterly basis), ofour assets that produce, or are held for the production of, passive income is 50% or more of the value of all of our assets.

Passive income generally includes dividends, interest, rents and royalties (other than certain rents and royalties derived in the active conduct of a trade or business),annuities and gains from assets that produce passive income. If a non-U.S. corporation owns at least 25% by value of the stock of another corporation, the non-U.S.corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation and as receiving directly itsproportionate share of the other corporation’s income.

Additionally, if we are classified as a PFIC in any taxable year with respect to which a U.S. Holder owns subordinate voting shares, we generally will continue tobe treated as a PFIC with respect to such U.S. Holder in all succeeding taxable years, regardless of whether we continue to meet the tests described above, unlessthe U.S. Holder makes the “deemed sale election” described below.

We do not believe that we are currently a PFIC, and we do not anticipate becoming a PFIC in the foreseeable future. Notwithstanding the foregoing, thedetermination of whether we are a PFIC is made annually and depends on the particular facts and circumstances (such as the valuation of our assets, includinggoodwill and other intangible assets) and also may be affected by the application of the PFIC rules, which are subject to differing interpretations. The fair marketvalue of our assets is expected to depend, in part, upon (a) the market price of our subordinate voting shares, which is likely to fluctuate, and (b) the composition ofour income and assets, which will be affected by how, and how quickly, we spend any cash that is raised in any financing transaction, including this offering. Inlight of the foregoing, no assurance can be provided that we are not currently a PFIC or that we will not become a PFIC in any future taxable year. Prospectiveinvestors should consult their own tax advisors regarding our potential PFIC status.

U.S.federalincometaxtreatmentofashareholderofaPFIC

If we are classified as a PFIC for any taxable year during which a U.S. Holder owns subordinate voting shares, the U.S. Holder, absent certain elections (includingthe mark-to-market and QEF elections described below),

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generally will be subject to adverse rules (regardless of whether we continue to be classified as a PFIC) with respect to (i) any “excess distributions” (generally, anydistributions received by the U.S. Holder on its subordinate voting shares in a taxable year that are greater than 125% of the average annual distributions receivedby the U.S. Holder in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for its subordinate voting shares) and (ii) any gain realizedon the sale or other disposition, including a pledge, of its subordinate voting shares.

Under these adverse rules (a) the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period, (b) the amount allocated to the currenttaxable year and any taxable year prior to the first taxable year in which we are classified as a PFIC will be taxed as ordinary income and (c) the amount allocatedto each other taxable year during the U.S. Holder’s holding period in which we were classified as a PFIC (i) will be subject to tax at the highest rate of tax in effectfor the applicable category of taxpayer for that year and (ii) will be subject to an interest charge at a statutory rate with respect to the resulting tax attributable toeach such other taxable year.

If we are classified as a PFIC, a U.S. Holder will generally be treated as owning a proportionate amount (by value) of stock or shares owned by us in any direct orindirect subsidiaries that are also PFICs and will be subject to similar adverse rules with respect to any distributions we receive from, and dispositions we make of,the stock or shares of such subsidiaries. You are urged to consult your tax advisors about the application of the PFIC rules to any of our subsidiaries.

If we are classified as a PFIC and then cease to be so classified, a U.S. Holder may make an election (a “deemed sale election”) to be treated for U.S. federalincome tax purposes as having sold such U.S. Holder’s subordinate voting shares on the last day our taxable year during which we were a PFIC. A U.S. Holder thatmakes a deemed sale election would then cease to be treated as owning stock in a PFIC by reason of ownership of our subordinate voting shares. However, gainrecognized as a result of making the deemed sale election would be subject to the adverse rules described above and loss would not be recognized.

PFIC“mark-to-market”election

In certain circumstances, a U.S. Holder can avoid certain of the adverse rules described above by making a mark-to-market election with respect to its subordinatevoting shares, provided that the subordinate voting shares are “marketable.” Subordinate voting shares will be marketable if they are “regularly traded” on a“qualified exchange” or other market within the meaning of applicable U.S. Treasury Regulations. The NYSE is a “qualified exchange.” You should consult yourown tax advisor with respect to such rules.

A U.S. Holder that makes a mark-to-market election must include in gross income, as ordinary income, for each taxable year that we are a PFIC an amount equal tothe excess, if any, of the fair market value of the U.S. Holder’s subordinate voting shares at the close of the taxable year over the U.S. Holder’s adjusted tax basis inits subordinate voting shares. An electing U.S. Holder may also claim an ordinary loss deduction for the excess, if any, of the U.S. Holder’s adjusted tax basis in itssubordinate voting shares over the fair market value of its subordinate voting shares at the close of the taxable year, but this deduction is allowable only to theextent of any net mark-to-market gains previously included in income. A U.S. Holder that makes a mark-to-market election generally will adjust such U.S.Holder’s tax basis in its subordinate voting shares to reflect the amount included in gross income or allowed as a deduction because of such mark-to-marketelection. Gains from an actual sale or other disposition of subordinate voting shares in a year in which we are a PFIC will be treated as ordinary income, and anylosses incurred on a sale or other disposition of subordinate voting shares will be treated as ordinary losses to the extent of any net mark-to-market gains previouslyincluded in income.

If we are classified as a PFIC for any taxable year in which a U.S. Holder owns subordinate voting shares but before a mark-to-market election is made, the adversePFIC rules described above will apply to any mark-to-

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market gain recognized in the year the election is made. Otherwise, a mark-to-market election will be effective for the taxable year for which the election is madeand all subsequent taxable years. The election cannot be revoked without the consent of the Internal Revenue Service (“IRS”) unless the subordinate voting sharescease to be marketable, in which case the election is automatically terminated.

A mark-to-market election is not permitted for the shares of any of our subsidiaries that are also classified as PFICs. Prospective investors should consult their owntax advisors regarding the availability of, and the procedure for making, a mark-to-market election.

PFIC“QEF”election

In some cases, a shareholder of a PFIC can avoid the interest charge and the other adverse PFIC consequences described above by obtaining certain informationfrom such PFIC and by making a QEF election to be taxed currently on its share of the PFIC’s undistributed income. We do not, however, expect to provide theinformation regarding our income that would be necessary in order for a U.S. Holder to make a QEF election with respect to subordinate voting shares if we areclassified as a PFIC.

PFICinformationreportingrequirements

If we are a PFIC in any year, a U.S. Holder of subordinate voting shares in such year will be required to file an annual information return on IRS Form 8621regarding distributions received on such subordinate voting shares and any gain realized on disposition of such subordinate voting shares. In addition, if we are aPFIC, a U.S. Holder will generally be required to file an annual information return with the IRS (also on IRS Form 8621, which PFIC shareholders are required tofile with their U.S. federal income tax or information return) relating to their ownership of subordinate voting shares. This new filing requirement is in addition tothe pre-existing reporting requirements described above that apply to a U.S. Holder’s interest in a PFIC (which this requirement does not affect).

NO ASSURANCE CAN BE GIVEN THAT WE ARE NOT CURRENTLY A PFIC OR THAT WE WILL NOT BECOME A PFIC IN THE FUTURE. U.S.HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE OPERATION OF THE PFIC RULES AND RELATEDREPORTING REQUIREMENTS IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE ADVISABILITY OF MAKING ANYELECTION THAT MAY BE AVAILABLE.

Reporting Requirements and Backup Withholding

Information reporting to the U.S. Internal Revenue Service generally will be required with respect to payments on the subordinate voting shares and proceeds of thesale, exchange or redemption of the subordinate voting shares paid within the United States or through certain U.S.-related financial intermediaries to holders thatare U.S. taxpayers, other than exempt recipients. A “backup” withholding tax may apply to those payments if such holder fails to provide a taxpayer identificationnumber to the paying agent or fails to certify that no loss of exemption from backup withholding has occurred (or if such holder otherwise fails to establish anexemption). We or the applicable paying agent will withhold on a distribution if required by applicable law. The amounts withheld under the backup withholdingrules are not an additional tax and may be refunded, or credited against the holder’s U.S. federal income tax liability, if any, provided the required information istimely furnished to the IRS.

U.S. Holders that own certain “foreign financial assets” (which may include the subordinate voting shares) are required to report information relating to such assets,subject to certain exceptions, on IRS Form 8938. In addition to these requirements, U.S. Holders may be required to annually file FinCEN Report 114, Report ofForeign Bank and Financial Accounts (“FBAR”) with the U.S. Department of Treasury. U.S. Holders should consult their own tax advisors regarding theapplicability of FBAR and other reporting requirements in light of their individual circumstances.

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THE ABOVE DISCUSSION DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PARTICULAR INVESTOR. YOUARE STRONGLY URGED TO CONSULT YOUR OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO YOU OF AN INVESTMENT INTHE SUBORDINATE VOTING SHARES.

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Canadian Tax Implications For Non-Canadian Holders

The following summary describes, as of the date hereof, the principal Canadian federal income tax considerations generally applicable to a purchaser who acquires,as a beneficial owner, subordinate voting shares pursuant to this offering and who, at all relevant times, for the purposes of the application of the IncomeTaxAct(Canada) and the Income Tax Regulations (collectively, the “Canadian Tax Act”), (1) is not, and is not deemed to be, resident in Canada for purposes of theCanadian Tax Act and any applicable income tax treaty or convention; (2) deals at arm’s length with us; (3) is not affiliated with us; (4) does not use or hold, and isnot deemed to use or hold, subordinate voting shares in a business carried on in Canada; (5) has not entered into, with respect to the subordinate voting shares, a“derivative forward agreement” as that term is defined in the Canadian Tax Act and (6) holds the subordinate voting shares as capital property (a “Non-CanadianHolder”). Special rules, which are not discussed in this summary, may apply to a Non-Canadian Holder that is an insurer carrying on an insurance business inCanada and elsewhere.

This summary is based on the current provisions of the Canadian Tax Act, and an understanding of the current administrative policies of the Canada RevenueAgency (“CRA”) published in writing prior to the date hereof. This summary takes into account all specific proposals to amend the Canadian Tax Act and theCanada-United States Tax Convention (1980), as amended (the “Canada-U.S. Tax Treaty”) publicly announced by or on behalf of the Minister of Finance (Canada)prior to the date hereof (the “Proposed Amendments”) and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurancescan be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes inlaw or administrative policy or assessing practice whether by legislative, regulatory, administrative or judicial action nor does it take into account tax legislation orconsiderations of any province, territory or foreign jurisdiction, which may differ from those discussed herein.

This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any particular shareholder. This summary is not exhaustive ofall Canadian federal income tax considerations. Accordingly, you should consult your own tax advisor with respect to your particular circumstances.

Generally, for purposes of the Canadian Tax Act, all amounts relating to the acquisition, holding or disposition of the subordinate voting shares must be convertedinto Canadian dollars based on the exchange rates as determined in accordance with the Canadian Tax Act. The amount of any dividends required to be included inthe income of, and capital gains or capital losses realized by, a Non-Canadian Holder may be affected by fluctuations in the Canadian exchange rate.

Dividends

Dividends paid or credited on the subordinate voting shares or deemed to be paid or credited on the subordinate voting shares to a Non-Canadian Holder will besubject to Canadian withholding tax at the rate of 25%, subject to any reduction in the rate of withholding to which the Non-Canadian Holder is entitled under anyapplicable income tax convention between Canada and the country in which the Non-Canadian Holder is resident. For example, under the Canada-U.S. Tax Treaty,where dividends on the subordinate voting shares are considered to be paid to or derived by a Non-Canadian Holder that is a beneficial owner of the dividends andis a U.S. resident for the purposes of, and is entitled to benefits of, the Canada-U.S. Tax Treaty, the applicable rate of Canadian withholding tax is generallyreduced to 15%.

Dispositions

A Non-Canadian Holder will not be subject to tax under the Canadian Tax Act on any capital gain realized on a disposition or deemed disposition of a subordinatevoting share, unless the subordinate voting shares are “taxable Canadian property” to the Non-Canadian Holder for purposes of the Canadian Tax Act and the Non-Canadian Holder is not entitled to relief under an applicable income tax convention between Canada and the country in which the Non-Canadian Holder is resident.

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Generally, the subordinate voting shares will not constitute “taxable Canadian property” to a Non-Canadian Holder at a particular time provided that thesubordinate voting shares are listed at that time on a “designated stock exchange” (as defined in the Canadian Tax Act), which includes the NYSE and the TSX,unless at any particular time during the 60-month period that ends at that time (i) one or any combination of (a) the Non-Canadian Holder, (b) persons with whomthe Non-Canadian Holder does not deal at arm’s length, and (c) partnerships in which the Non-Canadian Holder or a person described in (b) holds a membershipinterest directly or indirectly through one or more partnerships, has owned 25% or more of the issued shares of any class or series of our capital stock, and (ii) morethan 50% of the fair market value of the subordinate voting shares was derived, directly or indirectly, from one or any combination of : (i) real or immoveableproperty situated in Canada, (ii) “Canadian resource properties” (as defined in the Canadian Tax Act), (iii) “timber resource properties” (as defined in the CanadianTax Act) and (iv) options in respect of, or interests in, or for civil law rights in, property in any of the foregoing whether or not the property exists. Notwithstandingthe foregoing, in certain circumstances set out in the Canadian Tax Act, subordinate voting shares could be deemed to be “taxable Canadian property.” Non-Canadian Holders whose subordinate voting shares may constitute “taxable Canadian property” should consult their own tax advisors .

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Underwriting

The company, the selling shareholders and the underwriters named below have entered into an underwriting agreement dated with respect to the subordinatevoting shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of subordinate voting shares indicated inthe following table at a price of $ per share payable in cash on the closing date of this offering. CIBC World Markets Inc., Credit Suisse Securities (USA) LLC,Goldman, Sachs & Co. and RBC Capital Markets, LLC are the representatives of the underwriters.

Underwriters Number of Shares CIBC World Markets Inc. Credit Suisse Securities (USA) LLC Goldman, Sachs & Co. RBC Capital Markets, LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC Barclays Capital Inc. BMO Nesbitt Burns Inc. TD Securities Inc. Wells Fargo Securities, LLC Canaccord Genuity Inc. Nomura Securities International, Inc.* Robert W. Baird & Co. Incorporated*

Total 20,000,000

* Nomura Securities International, Inc., Robert W. Baird & Co. Incorporated and their affiliates are not registered to sell securities in any Canadian jurisdictionand, accordingly, will only sell subordinate voting shares outside of Canada.

The offering is being made concurrently in the United States and in each of the provinces and territories of Canada. The subordinate voting shares will be offered inthe United States through those underwriters who are registered to offer the subordinate voting shares for the sale in the United States and such other registereddealers as may be designated by the underwriters. The subordinate voting shares will be offered in each of the provinces and territories of Canada through thoseunderwriters or their Canadian affiliates who are registered to offer the subordinate voting shares for sale in such provinces and territories and such other registereddealers as may be designated by the underwriters. Subject to applicable law, the underwriters, or such other registered dealers as may be designated by theunderwriters, may offer the subordinate voting shares outside of the United States and Canada.

The obligations of the underwriters under the underwriting agreement are subject to customary conditions, including the delivery of certain documents and legalopinions and the condition that there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on theNYSE and the TSX; (ii) a suspension or material limitation in trading in our securities on the NYSE and the TSX; (iii) a general moratorium on commercialbanking activities in the United States or Canada declared by the relevant authorities, or a material disruption in commercial banking or securities settlement orclearance services in the United States or Canada; (iv) the outbreak or escalation of hostilities involving the United States or Canada or the declaration by theUnited States or Canada of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economicconditions in the United States or Canada or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the underwriters’ judgment makes itimpracticable or inadvisable to proceed with our initial public offering or the delivery of our subordinate voting shares. The underwriters, however, are obligated totake and pay for all of the subordinate voting shares being offered, if any are taken, other than the subordinate voting shares covered by the option described belowunless and until this option is exercised.

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The underwriters have an option to buy up to an additional 3,000,000 subordinate voting shares from the selling shareholders to cover sales by the underwriters of agreater number of subordinate voting shares than the total number set forth in the table above. They may exercise that option for 30 days. If any subordinate votingshares are purchased pursuant to this option, the underwriters will severally purchase subordinate voting shares in approximately the same proportion as set forth inthe table above. If any additional subordinate voting shares are purchased, the underwriters will offer the additional subordinate voting shares on the same terms asthose on which the subordinate voting shares are being offered under this prospectus.

The following tables show the per share and total underwriting commissions to be paid to the underwriters by the company and the selling shareholders. We haveagreed to reimburse the underwriters for certain of their expenses in an amount up to $ as set forth in the underwriting agreement. Such amounts are shownassuming both no exercise and full exercise of the underwriters’ over-allotment option.

Paid by the Company

No Exercise Full Exercise Per subordinate voting share $ $ Total $ $

Paid by the Selling Shareholders

No Exercise Full Exercise Per subordinate voting share $ $ Total $ $

Subordinate voting shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of thisprospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $ per share from the initial public offering price. Afterthe underwriters have made a reasonable effort to sell all of the shares offered by this prospectus at the initial public offering price stated on the cover page of thisprospectus, the underwriters may decrease the offering price from time to time, and the compensation realized by the underwriters will be decreased by the amountthat the aggregate price paid by the purchasers for the shares is less than the gross proceeds paid by the underwriters to us and the selling shareholders. The offeringof the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part, and the right isreserved to close the subscription books at any time without notice.

The company, its officers, directors, and holders of substantially all of the company’s shares prior to the completion of this offering, including the sellingshareholders, have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their subordinate voting shares or multiple votingshares or securities convertible into or exchangeable for subordinate voting shares or multiple voting shares during the period from the date of this prospectuscontinuing through the date 180 days after the date of this prospectus, except with the prior written consent of the representatives. This agreement does not apply toany existing employee benefit plans. See “Shares Eligible for Future Sale” for a discussion of certain transfer restrictions.

At our request, the underwriters have reserved up to five percent of subordinate voting shares to be sold by us and the selling shareholders and offered by thisprospectus for sale, at the public offering price, to certain individuals, through a directed share program, including employees, directors and other personsassociated with us who have expressed an interest in purchasing shares in the offering. The number of subordinate voting shares available for sale to the generalpublic will be reduced by the number of reserved shares sold to these individuals. Any reserved shares not purchased by these individuals will be offered by theunderwriters to the general public on the same basis as the other subordinate voting shares offered under this prospectus.

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Prior to the offering, there has been no public market for the subordinate voting shares. The initial public offering price has been negotiated among the companyand the representatives. Among the factors to be considered in determining the initial public offering price of the subordinate voting shares, in addition toprevailing market conditions, will be the company’s historical performance, estimates of the business potential and earnings prospects of the company, anassessment of the company’s management and the consideration of the above factors in relation to market valuation of companies in related businesses.

Our subordinate voting shares have been approved for listing on the NYSE in the United States and conditionally approved for listing on the TSX under the symbol“GOOS.”

In connection with the offering, the underwriters may purchase and sell subordinate voting shares in the open market. These transactions may include short sales,stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares thanthey are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A“covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may beexercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares or purchasing subordinate votingshares in the open market. In determining the source of subordinate voting shares to cover the covered short position, the underwriters will consider, among otherthings, the price of subordinate voting shares available for purchase in the open market as compared to the price at which they may purchase additional subordinatevoting shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional sharesfor which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing subordinate voting shares in theopen market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of thesubordinate voting shares in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist ofvarious bids for or purchases of subordinate voting shares made by the underwriters in the open market prior to the completion of the offering.

Any naked short position would form part of the underwriters’ over-allocation position and a purchaser who acquires subordinate voting shares forming part of theunderwriters’ over-allocation position acquires such subordinate voting shares under this prospectus, regardless of whether the over-allocation position is ultimatelyfilled through the exercise of the underwriters’ option to purchase additional subordinate voting shares or secondary market purchases.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting commissionsreceived by it because the representatives have repurchased subordinate voting shares sold by or for the account of such underwriter in stabilizing or short coveringtransactions.

In accordance with rules and policy statements of certain Canadian securities regulatory authorities and the Universal Market Integrity Rules for CanadianMarketplaces (“UMIR”), the underwriters may not, at any time during the period of distribution, bid for or purchase subordinate voting shares. The foregoingrestriction is, however, subject to exceptions as permitted by such rules and policy statements and UMIR. These exceptions include a bid or purchase permittedunder such rules and policy statements and UMIR, relating to market stabilization and market balancing activities and a bid or purchase on behalf of a customerwhere the order was not solicited.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect ofpreventing or retarding a decline in the market price of the company’s subordinate voting shares, and together with the imposition of the penalty bid, may stabilize,maintain or otherwise affect the market price of the subordinate voting shares. As a result, the price of the subordinate voting

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shares may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end anyof these activities at any time. These transactions may be effected on the NYSE, TSX, in the over-the-counter market or otherwise.

Certain of the underwriters are not U.S.-registered broker-dealers and, therefore, to the extent that they intend to effect any sales of the securities in the UnitedStates, they will do so through one or more U.S. registered broker-dealers, which may be affiliates of such underwriters, in accordance with the applicable U.S.securities laws and regulations.

Selling Restrictions

Other than in the United States and each of the Canadian provinces and territories, no action has been taken by us or the underwriters that would permit a publicoffering of the subordinate voting shares offered by this prospectus in any jurisdiction where action for that purpose is required. The subordinate voting sharesoffered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connectionwith the offer and sale of any such subordinate voting shares be distributed or published in any jurisdiction, except under circumstances that will result incompliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselvesabout and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or asolicitation of an offer to buy any subordinate voting shares offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

EuropeanEconomicArea

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer tothe public of any of our subordinate voting shares may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member Stateof any of our subordinate voting shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented inthat Relevant Member State:

(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons(other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent ofthe representatives for any such offer; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of our subordinate voting shares shall result ina requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any of our subordinate voting shares in any Relevant Member State meansthe communication in any form and by any means of sufficient information on the terms of the offer and any of our subordinate voting shares to be offered so as toenable an investor to decide to purchase any of our subordinate voting shares, as the same may be varied in that Member State by any measure implementing theProspectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PDAmending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State,and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

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UnitedKingdom

Each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage ininvestment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”) received by it in connection with the issueor sale of our subordinate voting shares in circumstances in which Section 21(1) of the FSMA does not apply to us; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to our subordinate voting sharesin, from or otherwise involving the United Kingdom.

Switzerland

The subordinate voting shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”), or on any other stockexchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of, and has been prepared without regardto the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listingprospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither thisdocument nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available inSwitzerland.

Neither this document nor any other offering or marketing material relating to the offering, us or the shares have been or will be filed with or approved by anySwiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial MarketSupervisory Authority FINMA (“FINMA”), and the offer of the shares has not been and will not be authorized under the Swiss Federal Act on CollectiveInvestment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend toacquirers of the shares.

Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and InvestmentsCommission (“ASIC”), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure documentunder the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a prospectus, product disclosure statementor other disclosure document under the Corporations Act.

Any offer in Australia of the shares may only be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section 708(8)of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or moreexemptions contained in section 708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of theCorporations Act.

The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under theoffering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption undersection 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the CorporationsAct. Any person acquiring shares must observe such Australian on-sale restrictions.

This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particularperson. It does not contain any securities

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recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus isappropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

HongKong

The subordinate voting shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to“professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in othercircumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitutean offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares has been or may be issued or has beenor may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely tobe accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which areor are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance(Cap. 571) and any rules made under that Ordinance.

Japan

The subordinate voting shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, asamended) (the “FIEL”) and, accordingly, the subordinate voting shares have not been and will not be offered or sold, directly or indirectly, in Japan or to, or for thebenefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the lawsof Japan) or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption fromthe registration requirements of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations and ministerial guidelines promulgated byrelevant Japanese governmental or regulatory authorities in effect at the relevant time.

People’sRepublicofChina

This prospectus may not be circulated or distributed in the PRC and the subordinate voting shares may not be offered or sold, and will not offer or sell to anyperson for re-offering or resale directly or indirectly to any resident of the PRC except pursuant to applicable laws and regulations of the PRC.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or materialin connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered orsold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutionalinvestor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or anyperson pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordancewith the conditions of, any other applicable provision of the SFA.

Where the subordinate voting shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

• a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and theentire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

• a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual whois an accredited investor,

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securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not betransferred within six months after that corporation or that trust has acquired the subordinate voting shares pursuant to an offer made under Section 275 of the SFAexcept:

• to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to inSection 275(1A) or Section 276(4)(i)(B) of the SFA;

• where no consideration is or will be given for the transfer;

• where the transfer is by operation of law;

• as specified in Section 276(7) of the SFA; or

• as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

The underwriters do not expect sales to discretionary accounts to exceed five percent of the total number of subordinate voting shares offered.

The company and the selling shareholders estimate that their share of the total expenses of the offering, excluding underwriting commissions, will beapproximately $ .

The company and the selling shareholders have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Actof 1933 and applicable Canadian securities laws.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercialand investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial andnon-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of theseservices to the issuer and to persons and entities with relationships with the issuer, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell orhold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments fortheir own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instrumentsof the issuer (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the issuer. The underwriters and theirrespective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent researchviews in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions insuch assets, securities and instruments.

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Legal Matters

Certain legal matters in connection with this offering will be passed upon for us by Ropes & Gray LLP, San Francisco, CA. Ropes & Gray LLP and some of itsattorneys are limited partners of RGIP, LP, which is an investor in certain investment funds advised by Bain Capital Partners LLC and often a co-investor with suchfunds. Upon the consummation of the offering, RGIP, LP will directly or indirectly own less than 1% of the voting power of our outstanding voting shares. Thevalidity of the issuance of our subordinate voting shares offered in this prospectus and certain other legal matters as to Canadian law will be passed upon for us byStikeman Elliott LLP, Canada. Certain legal matters as to Canadian law will be passed upon for the underwriters by Osler, Hoskin & Harcourt LLP, Toronto,Canada. The partners, counsel and associates of each of Stikeman Elliott LLP and Osler, Hoskin & Harcourt LLP, respectively as a group, beneficially own directlyand indirectly, less than 1% of our outstanding securities of any class. The underwriters are being represented by Latham & Watkins LLP, New York, NY.

Experts

Our auditors are Deloitte LLP located at 22 Adelaide Street West, Suite 200, Toronto, Ontario, M5H 0A9. Deloitte LLP is independent with respect to the companywithin the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of Ontario, and within the meaning of the Securities Act of1933 and the applicable rules and regulations thereunder adopted by the Securities and Exchange Commission (SEC) and the Public Company AccountingOversight Board (United States) (PCAOB).

The financial statements as of March 31, 2016 and 2015, and for each of the two years in the period ended March 31, 2016, and the period from December 9, 2013to March 31, 2014 and the period from April 1, 2013 to December 8, 2013, and the related financial statement schedule included in this prospectus, have beenaudited by Deloitte LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements and financialstatement schedule have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

OtherConsiderations

Our independent registered public accounting firm, Deloitte LLP, informed our management and audit committee that Deloitte Touche Tomatsu Limited memberfirms had provided impermissible ministerial services deemed to be management functions at two portfolio companies of Bain Capital during the audited fiscalyears included within this prospectus and such services were not consistent with the SEC’s auditor independence rules. The Deloitte member firms were paid lessthan $10,000 in aggregate for these services. None of the services were provided to, paid for by, or involved any Canada Goose entity.

In light of the circumstances noted above, Deloitte LLP advised us that their integrity, objectivity or impartiality were not impaired with respect to planning andperforming the audits included in this prospectus. We also reviewed and considered the impact these matters may have had on Deloitte LLP’s independence withrespect to it under the applicable SEC, PCAOB and Chartered Professional Accountants of Ontario independence rules. After considering all the facts andcircumstances noted above, our audit committee determined that the matter would not impair Deloitte LLP’s ability to exercise objective and impartial judgment onall issues encompassed within their audit engagements for the periods included in this prospectus.

Enforcement of Civil Liabilities

We are incorporated under the laws of British Columbia. Some of our directors and officers, and some of the experts named in this prospectus, are residents ofCanada or otherwise reside outside of the United States, and all or a substantial portion of their assets, and all or a substantial portion of our assets, are locatedoutside of the United States. We have appointed an agent for service of process in the United States, but it may be difficult for

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shareholders who reside in the United States to effect service within the United States upon those directors, officers and experts who are not residents of the UnitedStates. It may also be difficult for shareholders who reside in the United States to realize in the United States upon judgments of courts of the United Statespredicated upon our civil liability and the civil liability of our directors, officers and experts under the United States federal securities laws. There can be noassurance that U.S. investors will be able to enforce against us, members of our board of directors, officers or certain experts named herein who are residents ofCanada or other countries outside the United States, any judgments in civil and commercial matters, including judgments under the federal securities laws.

Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses, other than the underwriting commissions, payable by the registrant in connection with the sale of subordinatevoting shares being registered. All amounts listed below are estimates except the SEC registration fee, Canadian securities regulatory filing fees, NYSE listing fee,TSX listing fee and FINRA filing fee.

Item Amount to be paidSEC registration fee $ 42,659(1) Canadian securities regulatory filing fees 84,525 FINRA filing fee 55,865(1) NYSE listing fee 229,355(1) TSX filing fee 237,300 Blue sky fees and expenses 13,106(1) Printing and engraving expenses 622,535(1) Legal fees and expenses 2,750,000 Accounting fees and expenses 600,000 Transfer Agent fees and expenses 8,588 Miscellaneous expenses 556,067

Total $ 5,200,000

(1) Exchange rate calculated based on the noon buying rate of US$1.00=C$1.3106 certified for customs purposes by the U.S. Federal Reserve Bank of NewYork on February 24, 2017.

Where You Can Find More Information

We have filed with the SEC a registration statement on Form F-1 under the Securities Act with respect to the subordinate voting shares offered hereby. Thisprospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits andschedules filed therewith. For further information with respect to us and the subordinate voting shares offered hereby, please refer to the registration statement andthe exhibits and schedules filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as anexhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract orother document filed as an exhibit to the registration statement. A copy of the registration statement and the exhibits and schedules filed therewith may be inspectedwithout charge at the public reference room maintained by the SEC, located at 100 F Street N.E., Washington, D.C. 20549, and copies of all or any part of theregistration statement may be obtained from such offices upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for furtherinformation about the public reference room. The SEC also maintains a website that contains reports, proxy and information statements and other informationregarding registrants that file electronically with the SEC. The address is www.sec.gov.

Upon completion of this offering, we will be subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign privateissuers. Accordingly, we are required to file reports,

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including annual reports on Form 20-F, and other information with the SEC. Although we are not required to prepare and issue quarterly reports as a foreign privateissuer, we currently intend to file quarterly reports on Form 6-K with the SEC. As a foreign private issuer, we are exempt from the rules of the Exchange Actprescribing the furnishing and content of proxy statements to shareholders and Section 16 short-swing profit reporting for our officer, directors and holders of morethan 10% of our voting shares.

We will also be subject to the full informational requirements of the securities commissions in all provinces and territories of Canada. You are invited to read andcopy any reports, statements or other information, other than confidential filings, that we intend to file with the Canadian provincial and territorial securitiescommissions. These filings are also electronically available from the Canadian System for Electronic Document Analysis and Retrieval (SEDAR)(http://www.sedar.com), the Canadian equivalent of the SEC’s Electronic Document Gathering and Retrieval System. Documents filed on SEDAR are not, andshould not be considered, part of this prospectus.

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Index to Consolidated Financial Statementsand Financial Statement Schedules

Report of Independent Registered Public Accounting Firm dated January 13, 2017 F-2

Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the years ended March 31, 2016, March 31, 2015, and the periodsfrom December 9, 2013 to March 31, 2014 and April 1, 2013 to December 8, 2013 F-3

Consolidated Statements of Financial Position as at March 31, 2016 and March 31, 2015 F-4Consolidated Statements of Changes in Equity as at March 31, 2016, March 31, 2015, March 31, 2014, December 9, 2013 and April 1, 2013 F-5Consolidated Statements of Cash Flows for the years ended March 31, 2016, March 31, 2015, and the periods from December 9, 2013 to March 31,

2014 and April 1, 2013 to December 8, 2013 F-6Notes to the Consolidated Financial Statements F-7

Schedule 1 Condensed Parent Company Financial Information F-48

Unaudited financial information: Condensed Interim Consolidated Statements of Income and Comprehensive Income for the three and nine months ended December 31, 2016 and

December 31, 2015 F-53Condensed Interim Consolidated Statements of Financial Position as at December 31, 2016 and March 31, 2016 F-54Condensed Interim Consolidated Statements of Changes in Equity for the nine months ended December 31, 2016 and December 31, 2015 F-55Condensed Interim Consolidated Statements of Cash Flows for the nine months ended December 31, 2016 and December 31, 2015 F-56Notes to the Condensed Interim Consolidated Financial Statements F-57

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders ofCanada Goose Holdings Inc.Toronto, Canada

We have audited the accompanying consolidated statements of financial position of Canada Goose Holdings Inc. and subsidiaries (the “Company”), as ofMarch 31, 2016 and 2015, and the related consolidated statements of income (loss) and comprehensive income (loss), consolidated statements of changes in equity,and consolidated statements of cash flows for each of the years then ended, and the period from December 9, 2013 to March 31, 2014 and the period from April 1,2013 to December 8, 2013. Our audits also included the financial statement schedule of Condensed Parent Company Financial Information. These financialstatements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financialstatements and the financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) and Canadian generally acceptedauditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free ofmaterial misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our auditsincluded consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for thepurpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Anaudit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basisfor our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Canada Goose Holdings Inc. and subsidiariesas of March 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years then ended, and the period from December 9, 2013 toMarch 31, 2014 and the period from April 1, 2013 to December 8, 2013, in accordance with International Financial Reporting Standards as issued by theInternational Accounting Standards Board. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financialstatements taken as a whole, present fairly in all material respects the information set forth therein.

/s/ Deloitte LLP

Chartered Professional AccountantsLicensed Public AccountantsToronto, CanadaJanuary 13, 2017

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Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

For the years ended

(in thousands of Canadian dollars, except per share amounts) Successor Predecessor

Notes March 31

2016 March 31

2015

December 9, 2013 to

March 31, 2014

April 1 to December 8,

2013 $ $ $ $ Revenue 6 290,830 218,414 17,263 134,822

Cost of sales 10 145,206 129,805 14,708 81,613

Gross profit 145,624 88,609 2,555 53,209 Selling, general and administrative expenses 100,103 59,317 20,494 30,119 Depreciation and amortization 11, 12 4,567 2,623 804 447

Operating income (loss) 40,954 26,669 (18,743) 22,643 Net interest and other finance costs 16 7,996 7,537 1,788 1,815

Income (loss) before income taxes 32,958 19,132 (20,531) 20,828 Income tax expense (recovery) 7 6,473 4,707 (5,054) 5,550

Net income (loss) 26,485 14,425 (15,477) 15,278 Other comprehensive loss Items that will not be reclassified to earnings: Assumption of actuarial loss on post-employment obligation, net of tax of $70 (692) — — —

Other comprehensive loss (692) — — —

Comprehensive income (loss) 25,793 14,425 (15,477) 15,278

Earnings (loss) per share 8, 22 Basic 0.26 0.14 (0.15) 157,505.15 Diluted 0.26 0.14 (0.15) 157,505.15

The accompanying notes to the consolidated financial statements are an integral part of this financial statement.

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Consolidated Statements of Financial Position

As at March 31

(in thousands of Canadian dollars) Notes 2016 2015

Assets $ $ Current assets

Cash 7,226 5,918 Trade receivables 9 17,475 14,109 Inventories 10 119,506 69,776 Other current assets 18 10,525 4,087

Total current assets 154,732 93,890 Deferred income taxes 7 3,642 1,781 Property, plant and equipment 11 24,430 12,571 Intangible assets 12 125,677 122,046 Goodwill 13 44,537 44,537

Total assets 353,018 274,825

Liabilities Current liabilities

Accounts payable and accrued liabilities 14 38,451 23,369 Provisions 15 3,125 4,080 Income taxes payable 7 7,155 398 Current portion of credit facility 16 1,250 1,250

Total current liabilities 49,981 29,097 Provisions 15 8,554 6,211 Deferred income taxes 7 12,769 14,951 Credit facility 16 52,944 27,791 Subordinated debt 16 85,306 82,342 Other long-term liabilities 762 —

Total liabilities 210,316 160,392 Shareholders’ equity 17 142,702 114,433

Total liabilities and shareholders’ equity 353,018 274,825

The accompanying notes to the consolidated financial statements are an integral part of this financial statement.

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Consolidated Statements of Changes in Equity

Balances as at March 31, 2016

(in thousands of Canadian dollars) Share Capital

Contributed Surplus

Retained Earnings (Deficit)

Accumulated other

comprehensive loss

Total Notes Common

Shares Preferred

Shares Total $ $ $ $ $ $ $ Balance as at April 1, 2013 100 1 101 — 6,694 — 6,795

Net income and comprehensive income for the period — — — — 15,278 — 15,278 Equity transactions 1 — 1 — — — 1

Ending balance as at December 8, 2013 101 1 102 — 21,972 — 22,074

Opening Balance as at November 21, 2013 — — — — — —

Issuance of share capital for the Acquisition on December 9, 2013 5 53,144 53,144 56,940 — — 110,084

Balance as at December 9, 2013 53,144 53,144 56,940 — — 110,084

Net loss and comprehensive loss for the period — — — — (15,477) — (15,477) Issuance of common shares 5, 17 3,350 — 3,350 — — — 3,350

Balance as at March 31, 2014 3,350 53,144 56,494 56,940 (15,477) — 97,957

Net income and comprehensive income for the year — — — — 14,425 — 14,425 Issuance of preferred shares 16, 17 — 1,751 1,751 — — — 1,751 Recognition of share-based compensation 17 — — — 300 — — 300

Balance as at March 31, 2015 3,350 54,895 58,245 57,240 (1,052) — 114,433

Net income for the year — — — — 26,485 — 26,485 Other comprehensive loss (692) (692) Issuance of preferred shares 16, 17 — 1,976 1,976 — — — 1,976 Recognition of share-based compensation 17 — — — 500 — — 500

Balance as at March 31, 2016 3,350 56,871 60,221 57,740 25,433 (692) 142,702

The accompanying notes to the consolidated financial statements are an integral part of this financial statement.

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Consolidated Statements of Cash Flows

For the years ended March 31

(in thousands of Canadian dollars) Successor Predecessor

March 31 March 31

December 9,2013 to

March 31, April 1 to

December 8, Notes 2016 2015 2014 2013 $ $ $ $ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) 26,485 14,425 (15,477) 15,278 Items not affecting cash

Depreciation and amortization 11 5,916 3,394 1,029 966 Income tax expense (recovery) 7 6,473 4,707 (5,054) 5,550 Interest expense 7,851 7,058 1,688 1,815 Unrealized (gain) loss on forward exchange contracts (5,366) (138) 339 — Share-based compensation 17 500 300 — — Loss on disposal of assets 486 913 — —

Changes in non-cash operating items 21 (37,848) (17,493) 5,636 (3,873) Income taxes paid (3,669) (1,936) 509 (2,719) Interest paid (7,270) (6,270) (263) (1,815)

Net cash from (used in) operating activities (6,442) 4,960 (11,593) 15,202

CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment 11 (15,070) (3,831) (689) (5,353) Investment in intangible assets 12 (6,772) (2,172) (474) (1,008) Acquisition of assets, net of cash acquired of $4,477) 5 — — (148,268) — Other business combinations 5 — (1,260) — —

Net cash from (used in) investing activities (21,842) (7,263) (149,431) (6,361)

CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of long-term debt — — — (4,188) Borrowings on credit facility 25,902 1,824 28,397 — Repayments of credit facility (1,250) (1,250) (313) — Repayment of shareholder advances — — — (1,527) Issuance of subordinated debt 16 2,964 2,626 79,716 — Issuance of Class A senior preferred shares 17 — — 53,144 — Issuance of Class A junior preferred shares 1,976 1,751 — — Issuance of common shares 17 — — 3,350 —

Net cash from (used in) financing activities 29,592 4,951 164,294 (5,715)

Increase in cash 1,308 2,648 3,270 3,126 Cash, beginning of period 5,918 3,270 — 1,351

Cash, end of period 7,226 5,918 3,270 4,477

The accompanying notes to the consolidated financial statements are an integral part of this financial statement.

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Notes to the Consolidated Financial Statements

March 31, 2016

(in thousands of Canadian dollars, except per share data)

Note 1. The Company

Organization:

Canada Goose Holdings Inc. and its subsidiaries (the “Company”) design, manufacture, and sell premium outdoor apparel for men, women, youth, children, andbabies. The Company’s apparel collections include various styles of parkas, jackets, shells, vests, and accessories for fall, winter, and spring seasons. TheCompany’s head office is located at 250 Bowie Avenue, Toronto, Canada. The use of the terms “Canada Goose” “we,” “us” and “our” throughout these notes to theconsolidated financial statements refer to the Company. Our fiscal year ends on March 31.

Statementofcompliance

The accompanying consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by theInternational Accounting Standards Board (“IASB”).

These consolidated financial statements were authorized for issuance by the Company’s Board of Directors on January 13, 2017.

Basisofconsolidation

Subsidiaries are entities controlled by the Company. Control exists when the Company has power over, exposure or rights to variable returns from the Company’sinvolvement with the entity, and the ability to use its power over the entity to affect the amount of the Company’s returns. The financial accounts and results ofsubsidiaries are included in the consolidated financial statements of the Company from the date that control commences until the date that control ceases.

The accompanying consolidated financial statements include the accounts and results of the Company and its wholly owned subsidiaries: Subsidiaries LocationCanada Goose Inc. CanadaCanada Goose International Holdings Limited United KingdomCanada Goose Europe AB SwedenCanada Goose International AG SwitzerlandCanada Goose Services Limited United KingdomCanada Goose US, Inc. USACanada Goose Trading Inc. Canada

Basisofpresentation:

On November 21, 2013, an investment fund advised by Bain Capital Private Equity LP (along with certain affiliates and any successor to its investmentmanagement business, “Bain Capital”), incorporated Canada Goose Holdings Inc. (a British Columbia corporation) (the “Successor”). Pursuant to the purchase andsale agreement dated December 9, 2013 (the “Agreement”), a wholly owned subsidiary of the Successor, Canada Goose Products Inc. (a British Columbiacorporation, which later continued as an Ontario corporation under the name Canada Goose Inc.) acquired all the operating assets of the former Canada Goose Inc.(a corporation indirectly controlled by the President and Chief Executive Officer of the Company, “Former Canada Goose Inc.” or the “Predecessor”) and sales anddistribution companies owned by Former Canada Goose Inc. which consisted of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data) Canada Goose Europe AB, Canada Goose US, Inc. and Canada Goose Trading Inc. (the “Acquisition”). As a result of the completion of the Acquisition, fundsadvised by Bain Capital own 70% of the Company and Former Canada Goose Inc. (currently named Black Feather Holdings Incorporated) indirectly owns 30% ofthe Company.

As further described in Note 5 to these consolidated financial statements, the Acquisition was accounted for as a business combination using the acquisition methodof accounting and the Successor financial statements reflect a new basis of accounting that is based on the fair value of assets acquired and liabilities assumed as ofthe effective time of the Agreement. Periods presented prior to December 9, 2013 represent the operations of the Predecessor and the periods presented on and afterDecember 9, 2013 represent the operations of the Successor.

The fiscal year ended March 31, 2014 includes the 252 day Predecessor period from April 1, 2013 through December 8, 2013 (“Predecessor Period”) and the 113day Successor period from December 9, 2013 through March 31, 2014 (“Successor Period”). Accordingly, the Company’s accumulated deficit as of March 31,2014 and March 31, 2015, and the Company’s retained earnings as at March 31, 2016 represent only the results of operations subsequent to December 9, 2013, thedate of the Acquisition. The Predecessor and Successor periods have been separated by a black line on the consolidated financial statements to highlight the factthat the financial information for such periods has been prepared under two different cost bases of accounting. All intercompany transactions have been eliminated.

Note 2. Significant accounting policies

(a) Business combinations

Acquisitions of businesses are accounted for using the acquisition method as of the acquisition date, which is the date when control is transferred tothe Company. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition datefair values of the assets transferred, liabilities incurred by the Company and the equity interests issued by the Company in exchange for control of theacquiree. Transaction costs that the Company incurs in connection with a business combination are recognized in the statement of income as incurred.

Goodwill is measured as the excess of the sum of the fair value of consideration transferred over the net of the acquisition-date amounts of theidentifiable assets acquired and the liabilities assumed.

When the consideration transferred in a business combination includes contingent consideration, the contingent consideration is measured at itsacquisition date fair value. Contingent consideration is remeasured at subsequent reporting dates at its fair value, and the resulting gain or lossrecognized in the statement of income.

(b) Foreign currency translation

Functional and presentation currency

Items included in the consolidated financial statements of the Company’s subsidiaries are measured using the currency of the primary economicenvironment in which each entity operates (the functional currency). The consolidated financial statements are presented in Canadian dollars, which isthe Company’s functional currency and the presentation currency.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transactions or valuationwhen items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the changes at period-end

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data)

exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of income under the captionselling, general and administrative expenses.

Foreign operations

The Company’s foreign operations were principally conducted through Canada Goose Europe AB and Canada Goose US, Inc. Although theseoperations may expose the Company to certain levels of foreign currency risk, the underlying transactions are carried out as an extension of theCompany, and as a result these foreign operations have a Canadian dollar functional currency.

The financial statements of these foreign operations are translated using the exchange rate at the date of the statement of financial position except forproperty, plant and equipment and equity, which are translated at historical rates. Transactions in currencies other than the functional currency aretranslated at the exchange rate in effect at the date of each transaction. Differences in exchange rates during the period between the date a transactiondenominated in a foreign currency is consummated and the date on which it is either settled or translated, are recognized in selling, general andadministrative expenses.

(c) Seasonality

We experience seasonal fluctuations in our revenue and operating results and historically have realized a significant portion of our revenue and incomefor the year during our second and third fiscal quarters. Thus, lower-than-expected second and third quarter net revenue could have an adverse impacton our annual operating results.

Working capital requirements typically increase during the first and second quarters of the fiscal year as inventory builds to support peak shipping andselling periods and, accordingly, typically decrease during the fourth quarter of the fiscal year as inventory is shipped and sold. Cash flows fromoperating activities is typically higher in the fourth quarter of the fiscal year due to reduced working capital requirements during that period.

(d) Revenue recognition

Revenue comprises the fair value of consideration received or receivable for the sale of goods in the ordinary course of the Company’s activities.Revenue is presented net of sales tax, estimated returns, sales allowances, and discounts. The Company recognizes revenue when the amount can bereliably measured, it is probable that future economic benefits will flow to the Company, and when specific criteria have been met for each of theCompany’s activities, as described below.

i) Wholesale

Wholesale revenue comprises sales to third party resellers (which includes distributors and retailers) of the Company’s products. Wholesalerevenue from the sale of goods is recognized when the significant risks and rewards of ownership of the goods have passed to the reseller,which is as soon as the products have been shipped to the reseller, there is no continuing management involvement or obligation affecting theacceptance of the goods, net of an estimated allowance for sales returns.

The Company, at its discretion, may cancel all or a portion of any firm wholesale sales order. The Company is therefore obligated to returnany prepayments or deposits made by resellers for which the product is not provided. All advance payments are included in accrued liabilitiesin the balance sheet.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data) ii) DirecttoConsumer

Direct to Consumer revenue consists of sales through the Company’s e-commerce operations. Sales through e-commerce operations arerecognized upon delivery of the goods to the customer and when collection is reasonably assured, net of an estimated allowance for salesreturns.

It is the Company’s policy to sell merchandise to the consumer with a right to return within a specific period. Accumulated experience is usedto estimate and provide for such returns.

The Company’s warranty obligation is to provide an exchange or repair for faulty products under the standard warranty terms and conditions. Thewarranty obligation is recognized as a provision.

(e) Operating segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses,including revenues and expenses that relate to transactions with any of the Company’s other components. Segment operating results are reviewedregularly to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information isavailable.

The Company classifies its business in two operating and reportable segments: Wholesale and Direct to Consumer. The Wholesale business comprisessales made to a mix of functional and fashionable retailers, including major luxury department stores, outdoor speciality stores, and individual shops.The Company’s products reach these retailers through a network of international distributors and direct delivery.

The Direct to Consumer business comprises sales through the country-specific e-commerce platforms. For periods subsequent to these consolidatedfinancial statements, this segment will also include the operating performance of Company-owned retail stores.

(f) Earnings per share

Basic earnings (loss) per share is calculated by dividing net income for the year attributable to ordinary equity holders of the common shares by theweighted average number of ordinary Class A and Class B common shares outstanding during the year.

Diluted earnings (loss) per share is calculated by dividing the net income attributable to ordinary equity holders of the Company by the weightedaverage number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on theconversion of subordinated debt, the conversion of preferred shares and the exercise of stock options.

(g) Income taxes

Current and deferred income taxes are recognized in the consolidated statements of income and other comprehensive income, except when it relates toa business combination, or items recognized in equity or in other comprehensive income.

Current income tax

Current income tax is the expected income tax payable or receivable on the taxable income or loss for the period, using tax rates enacted orsubstantively enacted at the reporting date, and any adjustment to income tax payable in respect of previous years.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data)

Deferred income tax

Deferred income tax is provided using the liability method for temporary differences at the reporting date between the income tax bases of assets andliabilities and their carrying amounts for financial reporting purposes.

Deferred income tax is measured using enacted or substantively enacted income tax rates expected to apply in the years in which those temporarydifferences are expected to be recovered or settled. A deferred tax asset is recognized for unused income tax losses and credits to the extent that it isprobable that future taxable income will be available against which they can be utilized.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficienttaxable income will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at eachreporting date and are recognized to the extent that it has become probable that future taxable income will allow the deferred tax asset to be recovered.

Deferred income tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized incorrelation to the underlying transaction either in other comprehensive income or directly in equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current income tax assets against current incometax liabilities and the deferred tax relates to the same taxable entity and the same taxation authority.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of thetemporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future.

(h) Cash

Cash comprises cash at banks and on hand. The Company uses the indirect method of reporting cash flow from operating activities.

(i) Trade receivables

Trade receivables consist of amounts outstanding from customers as a result of product sales and are initially recognized at fair value and subsequentlymeasured at amortized cost using the effective interest method, less expected credit losses. Provisions for uncollectible amounts are recorded againsttrade receivables and are based on historical experience.

(j) Inventories

Raw materials, work-in-process and finished goods are valued at the lower of cost and net realizable value. Cost is determined using the weightedaverage cost method. The cost of work-in-process and finished goods inventories include the cost of raw materials and an applicable share of the costof labour and fixed and variable production overhead, including depreciation of property, plant and equipment used in the production of finishedgoods and design costs, and other costs incurred in bringing the inventories to their present location and condition.

The Company estimates net realizable value as the amount at which inventories are expected to be sold, taking into consideration fluctuations inselling prices due to seasonality, less estimated costs necessary to complete the sale.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data)

Inventories are written down to net realizable value when the cost of inventories is estimated to be unrecoverable due to obsolescence, damage ordeclining selling prices. When circumstances that previously caused inventories to be written down below cost no longer exist or when there is clearevidence of an increase in selling prices, the amount of the write-down previously recorded is reversed.

Storage costs, indirect administrative overhead and certain selling costs related to inventories are expensed in the period that these costs are incurred.

(k) Property, plant and equipment

Property, plant and equipment is stated at cost, net of accumulated depreciation and any accumulated impairment losses. Cost includes expendituresthat are directly attributable to the acquisition of the asset, including costs incurred to prepare the asset for its intended use and capitalized borrowingcosts, when the recognition criteria are met. The commencement date for capitalization of costs occurs when the Company first incurs expenditures forthe qualifying assets and undertakes the required activities to prepare the assets for their intended use.

Property, plant and equipment assets are depreciated on a straight-line basis over their estimated useful lives to their estimated residual value when theassets are available for use. When significant parts of a fixed asset have different useful lives, they are accounted for as separate components anddepreciated separately. Depreciation methods, useful lives and residual values are reviewed annually and are adjusted for prospectively, if appropriate.Estimated useful lives are as follows:

Asset Estimated Useful Life Plant equipment 10 to 15 years Computer equipment 5 to 8 years Leasehold improvements

Lesser of thelease term plus

one renewal termor useful

life of the asset

Show displays 3 to 10 years Furniture and fixtures 8 to 12 years

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economicbenefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset, calculated as the difference between the netdisposal proceeds and the carrying amount of the asset, is included in the statement of income and other comprehensive income when the asset isderecognized.

The cost of repairs and maintenance of fixed assets is expensed as incurred and recognized in the statement of income.

Property, plant and equipment are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If thepossibility of impairment is indicated, the entity will estimate the recoverable amount of the asset and record any impairment loss in the statement ofincome.

(l) Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is itsfair value as of the date of acquisition. Following initial recognition, intangible assets with finite lives are carried at cost less any accumulatedamortization and any accumulated impairment losses.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data)

The useful lives of intangible assets are assessed as either finite or indefinite.

Asset Estimated Useful Life Brand name Indefinite Domain name Indefinite Customer lists 4 Years ERP software 15 years

Intangible assets with indefinite useful lives pertain to the Canada Goose brand name and domain name which were acquired as part of theAcquisition. The brand name and domain name are considered to have an indefinite life based on a history of strong revenue and cash flowperformance and the intent and ability of the Company to support the brand with spending to maintain its value for the foreseeable future. The brandname is tested at least annually, at the cash-generating unit level for impairment. The assessment of indefinite life is reviewed annually to determinewhether indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is made on aprospective basis.

Intangible assets with finite lives are amortized over the useful economic life on straight line basis and assessed for impairment whenever there is anindication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite usefullife are reviewed at least at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economicbenefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and treated as changes in accountingestimates. The amortization expense on intangible assets with finite lives is recognized in the statement of income over its estimated useful life.

An item of intangible assets is derecognized on disposal or when no future economic benefits are expected from its use or disposal. Gains or lossesarising from derecognition (that is, on disposal or retirement from use) of an intangible asset are measured as the difference between the net disposalproceeds and the carrying amount of the asset and are recognized in the statement of income when the asset is derecognized.

(m) Goodwill

Goodwill represents the difference between the purchase price of an acquired business and the Company’s share of the net identifiable assets acquiredand liabilities and certain contingent liabilities assumed. It is initially recorded at cost and subsequently measured at cost less any accumulatedimpairment losses.

For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to cash-generating units(“CGU”) based on the lowest level within the entity in which the goodwill is monitored for internal management purposes. The allocation is made tothose CGUs that are expected to benefit from the business combination in which the goodwill arose. Any potential impairment of goodwill isidentified by comparing the recoverable amount of a CGU to its carrying value. Goodwill is reduced by the amount of deficiency, if any. If thedeficiency exceeds the carrying amount of goodwill, the carrying values of the remaining assets in the CGU are reduced by the excess on a pro-ratabasis. The Company tests goodwill for impairment annually in the fourth quarter of the year.

The recoverable amount of a CGU is the higher of the estimated fair value less costs of disposal or value-in-use of the CGU. In assessing value-in-use,the estimated future cash flows are discounted

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data)

using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

The Company has evaluated that the goodwill contributes to the cash flows of three CGUs.

(n) Provisions

Provisions are recognized when the Company has a present obligation, legal or constructive, as a result of a past event, it is probable that an outflow ofresources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.Where the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized asa separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of income netof any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, whereappropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized in thestatement of income.

The provision for warranty returns relates to the Company’s obligation for defective goods sold to customers that have yet to be returned. Accruals forsales and warranty returns are estimated on the basis of historical returns and are recorded so as to allocate them to the same period the correspondingrevenue is recognized.

(o) Employee future benefits

The Company sponsors a defined benefit pension plan, which is limited to certain employees of Canada Goose International AG and is based onstatutory requirements of Switzerland.

The measurement date for the defined benefit pension plan is March 31. The obligations associated with the Company’s defined benefit pension planis actuarially valued using the projected unit credit method, management’s best estimate assumptions, salary escalation, inflation, life expectancy, anda current market discount rate. Assets are measured at fair value. The obligation in excess of plan assets is recorded as a liability. All actuarial gains orlosses are recognized immediately through Other comprehensive income.

(p) Financial instruments

Fairvalues

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at themeasurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes placeeither:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or liability.

The Company uses valuation techniques that it believes are appropriate in the circumstances and for which sufficient data are available to measure fairvalue, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. All assets and liabilities for which fair value ismeasured or disclosed in the financial statements are categorized within the fair value hierarchy,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data)

described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at themeasurement date.

Level 2: inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3: are unobservable inputs for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observableinputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at themeasurement date.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics andrisks of the asset or liability and the level of the fair value hierarchy as explained above.

The determination of the fair value of financial instruments is performed by the Company’s treasury and financial reporting departments on a quarterlybasis. There was no change in the valuation techniques applied to financial instruments during all periods presented. The following table describes thevaluation techniques used in the determination of the fair values of financial instruments:

Type Valuation ApproachCash,tradereceivables,accountspayableandaccruedliabilities,currentportionoflong-termdebt

The carryingamountapproximates fair value due to theshort term maturityof these instruments.

Derivatives(included in other current assets or accounts payable andaccrued liabilities)

Specific valuationtechniques used to value derivativefinancialinstruments include:

- Quoted marketprices or dealerquotes for similarinstruments;

- Observablemarket informationas well as valuationsdetermined byexternal valuators withexperience in thefinancial markets.

Creditfacility

The fair value isbased on thepresent value ofcontractual cashflows, discounted at theCompany’s currentincrementalborrowing rate forsimilar types of borrowingarrangements or,where applicable, quotedmarket prices.

Subordinateddebt

The fair value isbased on theequivalent dollar amount ofcommon sharesthat are to be receivedupon conversion ofthe subordinated debt.

Financialinstruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data)

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue offinancial assets and financial liabilities (other than financial assets and financial liabilities classified at fair value through profit or loss) are added to, ordeducted from, the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributableto the acquisition of financial assets or financial liabilities classified at fair value through profit or loss are recognized immediately in profit or loss.

Financial assets and financial liabilities are measured subsequently as described below.

a. Non-derivative financial assets

Non-derivative financial assets include cash and trade receivables and are classified as loans and receivables and measured at amortizedcost. The Company initially recognizes receivables and deposits on the date that they are originated. The Company derecognizes afinancial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractualcash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset aretransferred.

b. Non-derivative financial liabilities

Non-derivative financial liabilities include accounts payable, accrued liabilities, credit facility and subordinated debt. The Companyinitially recognizes debt instruments issued on the date that they are originated. All other financial liabilities are recognized initially onthe trade date at which the Company becomes a party to the contractual provisions of the instrument. Financial liabilities are recognizedinitially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities aremeasured at amortized cost using the effective interest method. The Company derecognizes a financial liability when its contractualobligations are discharged or cancelled or expire.

c. Derivative financial instruments

The Company is exposed to the risk of currency fluctuations and has entered into currency derivative contracts to hedge its exposure onthe basis of planned transactions. These contracts generally cover a period of less than one year. The Company’s hedging activities arenot designated as hedges for accounting purposes. Derivative financial instruments are recognized initially at fair value; attributabletransaction costs are recognized in the statement of income as incurred. Subsequent to initial recognition, derivative financialinstruments are measured at fair value, and changes therein are recognized immediately in the statement of income.

Embedded derivatives are separated from a host contract and accounted for separately if the economic characteristics and risks of thehost contract and the embedded derivative are not closely related. The Company measures all derivative financial instruments fromoption pricing models. The Company has reviewed all significant contractual agreements and determined that these mandatoryconversion features on the Company’s subordinated debt, which are contingent upon a liquidity event or sale of shares event, qualify asan embedded derivative. Given the remote probability of occurrence, the Company has determined the fair value of these embeddedderivatives to be nil.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data) (q) Share-based payments

Share-based payments are valued based on the grant date fair value of these awards and the Company records compensation expense over thecorresponding service period. The fair value of the share-based payments is determined using acceptable valuation techniques, which incorporate theCompany’s discounted cash flow estimates and other market assumptions. On December 9, 2013, a stock option plan (“the Plan”) was put in placewhich allows stock options to be granted to selected executives of the Company with vesting contingent upon meeting the service, performance goalsand exit event conditions of the Plan. There are three types of stock options: Tranche A options are time based which generally vest over 5 years ofservice, with 40% on the second anniversary, 20% on each of the third, fourth, and fifth anniversary. Tranche B and Tranche C options areperformance based awards that vest upon attainment of performance conditions and the occurrence of an exit event. The expense related to theTranche B and Tranche C options is recognized ratably over the requisite service period, provided it is probable that the vesting conditions will beachieved and the occurrence of such exit event is probable.

(r) Leases

Operating lease payments net of any lease inducements are recognized as an expense in the statement of profit or loss on a straight line basis over thelease term.

Note 3. Significant accounting judgments, estimates, and assumptions

The preparation of the consolidated financial statements requires management to make estimates and judgments in applying the Company’s accounting policies thataffect the reported amounts and disclosures made in the consolidated financial statements and accompanying notes.

Estimates and assumptions are used mainly in determining the measurement of balances recognized or disclosed in the consolidated financial statements and arebased on a set of underlying data that may include management’s historical experience, knowledge of current events and conditions and other factors that arebelieved to be reasonable under the circumstances. Management continually evaluates the estimates and judgments it uses. These estimates and judgments havebeen applied in a manner consistent with prior periods and there are no known trends, commitments, events or uncertainties that we believe will materially affectthe methodology or assumptions utilized in making these estimates and judgements in these financial statements.

The following are the accounting policies subject to judgements and key sources of estimation uncertainty that the Company believes could have the mostsignificant impact on the amounts recognized in the consolidated financial statements.

Inventories

KeySourcesofEstimationInventories are carried at the lower of cost and net realizable value; in estimating net realizable value, the Company uses estimatesrelated to fluctuations in inventory levels, customer behaviour, obsolescence, future selling prices, seasonality and costs necessary to sell the inventory.

Inventory is adjusted to reflect estimated loss (“shrinkage”) incurred since the last inventory count. Shrinkage is based on historical experience.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data) Impairment of non-financial assets (goodwill, intangible assets, and property, plant & equipment)

JudgmentsMadeinRelationtoAccountingPoliciesAppliedManagement is required to use judgment in determining the grouping of assets to identify their CGUsfor the purposes of testing non-financial assets for impairment. Judgment is further required to determine appropriate groupings of CGUs for the level at whichgoodwill and intangible assets are tested for impairment. For the purpose of goodwill and intangible assets impairment testing, CGUs are grouped at the lowestlevel at which goodwill and intangible assets are monitored for internal management purposes. In addition, judgment is used to determine whether a triggeringevent has occurred requiring an impairment test to be completed. The Company has concluded that it has three CGUs and tests goodwill and these intangible assetsfor impairment on that basis.

KeySourcesofEstimationIn determining the recoverable amount of a CGU or a group of CGUs, various estimates are employed. The Company determines valuein use by using estimates including projected future revenues, margins, and capital investment consistent with strategic plans presented to the Board. Fair value lesscosts of disposal are estimated with reference to observable market transactions. Discount rates are consistent with external industry information reflecting the riskassociated with Company and cash flows.

Income and other taxes

KeySourcesofEstimationIn determining the recoverable amount of deferred tax assets, the Company forecasts future taxable income by legal entity and the periodin which the income occurs to ensure that sufficient taxable income exists to utilize the attributes. Inputs to those projections are Board-approved financial forecastsand statutory tax rates.

JudgmentsMadeinRelationtoAccountingPoliciesAppliedThe calculation of current and deferred income taxes requires management to make certain judgmentsregarding the tax rules in jurisdictions where the Company performs activities. Application of judgments is required regarding the classification of transactions andin assessing probable outcomes of claimed deductions including expectations about future operating results, the timing and reversal of temporary differences andpossible audits of income tax and other tax filings by the tax authorities.

Functional currency

JudgmentsMadeinRelationtoAccountingPoliciesAppliedThe Company assesses the relevant factors related to the primary economic environment in which itsentities operate to determine the functional currency. Where the assessment of primary indicators is mixed, Management assesses the secondary indicators,including the relationship between the foreign operations and reporting entity.

Financial instruments

KeySourcesofEstimationThe critical assumptions and estimates used in determining the fair value of financial instruments are: equity prices; future interest rates;the relative creditworthiness of the Company to its counterparties; estimated future cash flows; discount rates; and volatility utilized in option valuations.

JudgmentsMadeinRelationtoAccountingPoliciesAppliedThe Company’s subordinated debt and preferred shares contain redemption features upon theoccurrence of a qualifying liquidity event. These features give rise to derivatives which have been determined not to be closely related to the host. No value hasbeen attributed to these derivatives.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data) Trade receivables

KeySourcesofEstimation:The Company has a significant number of customers which minimizes the concentration of credit risk. The Company does not have anycustomers which account for more than 10% of sales or accounts receivable. We make ongoing estimates relating to the ability to collect our accounts receivableand maintain an allowance for estimated losses resulting from the inability of our customers to make required payments. In determining the amount of theallowance, we consider our historical level of credit losses and make judgments about the creditworthiness of significant customers based on ongoing creditevaluations.

Share-based payments

KeySourcesofEstimationThe critical assumptions and estimates used in determining the fair value of share-based payments on their grant date are: fair value ofthe entity on the grant date; volatility of share price for a non-publicly traded entity; expected forfeiture rate; and expected term.

JudgmentsMadeinRelationtoAccountingPoliciesAppliedThe Company’s share-based payment arrangements contain both market and non-market performanceconditions in relation to a liquidity event, the timing of which cannot be certain on the grant date. As a result, Management has applied judgment in relation to thetiming of such an event and the impact on probability of vesting.

Warranty

KeySourcesofEstimationThe critical assumptions and estimates used in determining the warranty provision at the statement of financial position date are: numberof jackets expected to require repair or replacement; proportion to be repaired versus replaced; period in which the warranty claim is expected to occur; cost ofrepair; cost of jacket replacement; risk-free rate used to discount the provision to present value.

Business combinations

KeySourcesofEstimationIn a business combination, the identifiable assets acquired and liabilities assumed will be recognized at their fair values. The Companymakes judgements and estimates in determining the fair values. The excess of the purchase price over the fair values of identifiable assets acquired and liabilitiesassumed will be recognized as goodwill, if positive, and if negative, it is recognised in the statement of income.

Note 4. Standards issued but not yet effective

Certain new standards, amendments, and interpretations to existing IFRS standards have been published but are not yet effective and have not been adopted earlyby the Company. Management anticipates that all of the pronouncements will be adopted in the Company’s accounting policy for the first period beginning afterthe effective date of the pronouncement. Information on new standards, amendments, and interpretations are provided below.

In 2016, the IASB issued IFRS 16, “Leases” (“IFRS 16”), replacing IAS 17, “Leases” and related interpretations. The standard introduces a single on-statement offinancial position recognition and measurement model for lessees, eliminating the distinction between operating and finance leases. Lessors continue to classifyleases as finance and operating leases. IFRS 16 becomes effective for annual periods beginning on or after January 1, 2019, and is to be applied retrospectively.Early adoption is permitted if IFRS 15, “Revenue from Contracts with Customers” (“IFRS 15”) has been adopted. The Company is currently assessing the impactof the new standard on its consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data) In 2014, the IASB issued IFRS 15, replacing IAS 18, “Revenue”, IAS 11, “Construction Contracts”, and related interpretations. The new standard provides acomprehensive framework for the recognition, measurement and disclosure of revenue from contracts with customers, excluding contracts within the scope of theaccounting standards on leases, insurance contracts and financial instruments. IFRS 15 becomes effective for annual periods beginning on or after January 1, 2018,and is to be applied retrospectively. Early adoption is permitted. The Company is currently assessing the impact of the new standard on its consolidated financialstatements.

In July 2014, the IASB issued the final version of IFRS 9, which reflects all phases of the financial instruments project and replaces IAS 39, “FinancialInstruments: Recognition and Measurement,” and all previous versions of IFRS 9. The standard introduces new requirements for classification and measurement,impairment, and hedge accounting. IFRS 9 is mandatorily effective for annual periods beginning on or after January 1, 2018. Early adoption is permitted. TheCompany is currently assessing the impact of the new standard on its consolidated financial statements.

Amendments to IAS 7, Statement of Cash Flows (“IAS 7”) were issued by the IASB in January 2016. The amendment clarifies that entities shall providedisclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities. The amendment to IAS 7 is effective forannual periods beginning on or after January 1, 2017. The Company is currently assessing the impact of the new standard on its consolidated financial statements.

In January 2016, the International Accounting Standards Board (IASB) issued amendments to clarify the requirements for recognizing deferred tax assets onunrealized losses. The amendments clarify the accounting for deferred tax where an asset is measured at fair value and that fair value is below the asset’s tax base.They also clarify certain other aspects of accounting for deferred tax assets. The amendments are effective for the year beginning on or after January 1, 2017. TheCompany is currently assessing the impact of these amendments on its financial statements.

In June 2016, the IASB issued an amendment to IFRS 2, Share-based Payment, clarifying the accounting for certain types of share-based payment transactions. Theamendments provide requirements on accounting for the effects of vesting and non-vesting conditions of cash-settled share-based payments, withholding taxobligations for share-based payments with a net settlement feature, and when a modification to the terms of a share-based payment changes the classification of thetransaction from cash-settled to equity-settled. The amendments are effective for the year beginning on or after January 1, 2018. The Company is currentlyassessing the impact of this amendment on its financial statements.

Amendments to IAS 1, Presentation of Financial Statements (“IAS 1”) were issued by the IASB in December 2014. The amendments clarify principles for thepresentation and materiality considerations for the financial statements and notes to improve understandability and comparability. The amendments to IAS 1 areeffective for annual periods beginning on or after January 1, 2016. The Company is evaluating the impact of this standard on its consolidated financial statements.

Note 5. Business combinations

Acquisition of the Former Canada Goose Inc.

On December 9, 2013, the Company entered into a purchase agreement whereby it purchased and assumed all of the assets and liabilities of the former CanadaGoose Inc. and its wholly-owned subsidiaries. The Acquisition was

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data) recorded using the acquisition method of accounting in accordance with the guidance for business combinations resulting in an adjustment to the basis of all theacquired net assets to their respective fair values and the recording of intangible assets and goodwill as of the Acquisition date of December 9, 2013.

The total purchase price of $209,685 was allocated to tangible assets acquired, liabilities assumed and identifiable intangible assets based on their respective fairvalues as follows:

Net assets $ Cash acquired 4,477 Trade receivables 34,384 Inventories 43,544 Other current assets 2,118 Property, plant and equipment 9,398 Accounts payable and accrued liabilities (28,663) Provisions (6,593) Income taxes payable (1,161) Deferred income taxes (14,182)

Total net assets 43,322

Identifiable intangible assets Brand name 112,977 Domain name 337 Customer list 8,655 ERP software 1,447

Total identifiable intangible assets 123,416

Goodwill 42,947

Allocated purchase price 209,685

The consideration paid comprised the following:

Cash, financed through: $ Class A senior preferred shares 53,144 Subordinated debt 79,716 Long-term debt 19,885

152,745

Issuance of: 1 Class B senior preferred shares 22,776 Class B junior preferred shares 34,164

56,940

209,685

1 As the combined value of these preferred shares was in excess of their respective legal stated capital, the value was allocated to contributed surplus.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data) Trade receivables and other current assets, accounts payable, accrued liabilities, income taxes payable and provisions were stated at their historical carrying values,which approximate their fair value given the short term nature of these assets and liabilities.

Inventories were recorded at estimated fair value, based on net realizable value. In this valuation approach, fair value is estimated based on an approximation of theselling price less the sum of cost to complete and a profit allowance for the completing and selling effort of the buyer.

The estimate of fair value of property, plant and equipment was based on management’s assessment of the acquired assets’ condition, as well as an evaluation ofthe current market value for such assets. In addition, the Company also considered the length of time over which the economic benefit of these assets is expected tobe realized and adjusted the useful life of such assets accordingly as of the valuation date.

The Company recorded identifiable intangible assets based on their estimated fair value; the value of the intangible assets derives primarily from the Canada Goosebrand. Management used the relief from royalty approach to calculate fair value. This method entails quantifying royalty payments which would be required if theasset was owned by a third party and licensed to a company. The imputed royalty payment stream is then adjusted for taxes and discounted to present value using arisk-adjusted discount rate.

The excess of the purchase price over the amounts allocated to specific assets and liabilities is included in goodwill. The premium in the purchase price paidreflects the expected future growth potential from operating the Company’s business. None of the goodwill recognized is expected to be deductible for income taxpurposes.

Total acquisition costs recognized during the Successor period December 9, 2013 – March 31, 2014 and the Predecessor period April 1, 2013 – December 8, 2013were $3,268 and $2,293, respectively . During the period ended March 31, 2014, 6 Class A common shares were issued in exchange for reimbursement of expensesin the amount of $3,350 related to the Acquisition.

If the Acquisition had occurred on April 1, 2013, pro forma revenue and net income for the 12-month period ended March 31, 2014 would have been $152,085 and$3,023, respectively.

Other Acquisitions

On January 8, 2015, the Company acquired the assets of a manufacturing business for total cash consideration of $1,800. The acquisition provides the Companywith additional manufacturing capacity and capabilities and has been accounted for as a business combination. The results of operations have been consolidatedwith those of the Company beginning January 8, 2015.

The fair value of the tangible assets acquired is a follows, with the excess of the purchase price over the fair value of the tangible assets acquired accounted for asgoodwill.

Assets acquired: $ Tangibleassets Property, plant and equipment (note 11) 200 Inventory 10

210 Goodwill 1,590

Total assets acquired 1,800

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data) The purchase price was paid as to $1,260 on the closing date of the transaction, with the remaining balance payable $270 six months following the closing date and$270 payable twelve months following the closing date.

Note 6. Segment Information

The Company has two reportable operating segments: Wholesale and Direct to Consumer. The accounting policies of the reportable operating segments are thesame as those described in the Company’s summary of significant accounting policies. The Company measures each reportable operating segment’s performancebased on revenue and segment operating income, which is the profit metric utilized by the Company’s chief operating decision maker, who is the President andChief Executive Officer, for assessing the performance of operating segments. Neither reportable operating segment is reliant on any single external customer.

The Company does not report total assets or total liabilities based on its operating segments.

The Company’s Direct to Consumer business commenced in the year ended March 31, 2015 with the establishment of an e-commerce platform for Canadiancustomers through the Company’s website. Prior to this period, no activity occurred in the Direct to consumer segment and therefore information has not beenpresented.

For the year ended March 31, 2016

Wholesale Direct to Consumer Unallocated Total

$ $ $ $ Revenue 257,807 33,023 — 290,830 Cost of sales 136,396 8,810 — 145,206

Gross profit 121,411 24,213 — 145,624 Selling, general and administrative expenses 27,045 14,132 58,926 100,103 Depreciation and amortization — — 4,567 4,567

Operating income 94,366 10,081 (63,493) 40,954

Net interest and other finance costs 7,996

Income before income taxes 32,958

For the year ended March 31, 2015

Wholesale Direct to Consumer Unallocated Total

$ $ $ $ Revenue 210,418 7,996 218,414 Cost of sales 127,675 2,130 — 129,805

Gross profit 82,743 5,866 — 88,609 Selling, general and administrative expenses 37,166 1,385 20,766 59,317 Depreciation and amortization — — 2,623 2,623

Operating income 45,577 4,481 (23,389) 26,669

Net interest and other finance costs 7,537

Income before income taxes 19,132

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data) The Company determines the geographic location of revenue based on the location of its customers.

2016 2015

December 9,2013 to

March 31 2014

PredecessorApril 1 to

December 82013

Revenue $ $ $ $ Canada 95,238 75,725 8,539 64,001 United States 103,413 56,990 4,165 29,401 Rest of World 92,179 85,699 4,559 41,420

290,830 218,414 17,263 134,822

Note 7. Income taxes

The components of the provision for income tax are as follows:

Successor Predecessor

March 31

2016 March 31

2015

December 9,2013 to

March 31, 2014

April 1 to December 8

2013 $ $ $ $ Current income tax expense (recovery)

Current period 10,469 1,045 (410) 7,297 Adjustment in respect of prior periods (45) 5 25 (86)

10,424 1,050 (385) 7,211

Deferred income tax expense (recovery) Origination and reversal of temporary differences (3,936) 3,666 (4,673) (1,613) Effect of change in income tax rates (8) 1 — (1) Adjustment in respect of prior periods (7) (10) 4 (47)

(3,951) 3,657 (4,669) (1,661)

Income tax expense (recovery) 6,473 4,707 (5,054) 5,550

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data) The effective income tax rates differ from the weighted average basic Canadian federal and provincial statutory income tax rates for the following reasons:

Successor Predecessor

March 31

2016 March 31

2015

December 9,2013 to

March 31, 2014

April 1 to December 8

2013 $ $ $ $ Income (loss) before income taxes 32,958 19,132 (20,531) 20,828

25.32% 25.26% 25.26% 25.29% Income tax at expected statutory rate 8,345 4,833 (5,186) 5,267

Non-deductible (taxable) items 276 30 9 339 Effect of tax rates in foreign jurisdictions 1,465 227 (23) 83 Non-deductible (taxable) foreign-exchange loss (gain) 115 (354) 16 22 Change in manner of recovery (3,545) — — — Other items (183) (29) 130 (161)

Income tax expense (recovery) 6,473 4,707 (5,054) 5,550

The components of deferred tax assets and liabilities are as follows:

March 31

2016 March 31

2015 $ $ Losses carried forward 2,177 187 Employee future benefits 70 — Other liabilities 1,720 1,987 Unrealized profit on inventory 1,184 77 Provisions 1,811 1,576

Total deferred tax asset 6,962 3,827

Intangible assets (13,651) (16,412) Property, plant and equipment (2,438) (585)

Total deferred tax liabilities (16,089) (16,997)

Net deferred tax liabilities (9,127) (13,170)

The deferred tax assets and liabilities are presented in the statement of financial position as follows:

March 31

2016 March 31

2015 $ $ Deferred tax asset 3,642 1,781 Deferred tax liabilities (12,769) (14,951)

(9,127) (13,170)

All the deferred income tax assets were recognized because it is probable that future taxable income will be available to the Company to utilize the benefits.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data) The corporate entities within Canada Goose have the following tax-loss carry-forwards that are expected to expire in the following years, if not utilized.

$ 2023 14,427 2034 707 2036 2,055 2037 and thereafter 7

17,196

The Company does not recognize tax on unremitted earnings from foreign subsidiaries as it is management’s intent to reinvest these earnings indefinitely.Unremitted earnings from foreign subsidiaries were $ 9,581 as at March 31, 2016 (2015 – $ 3,317, 2014 – $ 1,325, and December 8, 2013 – $ 1,980).

Note 8. Earnings per share

Basic earnings per share amounts are calculated by dividing net profit for the period attributable to ordinary equity holders of the parent by the weighted averagenumber of common shares outstanding during the period.

Diluted earnings per share amounts are calculated by dividing the net income attributable to ordinary equity holders of the parent by the weighted average numberof common shares outstanding during the period plus the weighted average number of common shares, if any, that would be issued on conversion of all the dilutivepotential effects. The Company has issued preferred shares and subordinated debt and certain stock options (Tranche B and Tranche C options, note 17) that areconvertible/exercisable into common shares immediately prior to the closing of qualifying liquidity event or sale of shares. Such instruments are not considereddilutive until the occurrence of the event that would result in conversion or exercise, and are not included in the determination of diluted earnings per share.

Where the number of common shares and stock options outstanding changes as a result of a share split, the calculation of basic and diluted earnings per share for allperiods presented is adjusted retrospectively; accordingly, the earnings per share has been calculated below after giving effect to the subdivision of the commonshares and the related adjustments to the number and exercise prices of stock options which took place on December 2, 2016 (note 22). For the year ended March 31 For the period

December 9, 2013 to March 31, 2014

For the period April 1, 2013 to

December 8, 2013 2016 2015 $ $ $ $ Net income 26,485 14,425 (15,477) 15,278

Weighted average class A and class B common shares outstanding 100,000,000 100,000,000 100,000,000 97

Weighted average number of shares on exercise of stock options 1,680,207 1,211,134 — —

Diluted weighted average number of class A and class B common sharesoutstanding 101,680,207 101,211,134 100,000,000 97

Earnings per share Basic 0.26 0.14 (0.15) 157,505.15 Diluted 0.26 0.14 (0.15) 157,505.15

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data) Note 9. Trade receivables

2016 2015 $ $ Trade receivables 18,894 15,295 Less: allowance for doubtful accounts (1,419) (1,186)

Trade receivables, net 17,475 14,109

The following are the continuities of the Company’s expected credit losses on accounts receivable from customers:

Successor Predecessor

March 31

2016 March 31

2015

December 9,2013 to

March 31, 2014

April 1 to December 8,

2013 $ $ $ $ Balance at the beginning of the period (1,186) (629) (628) (286) Impairment losses recognized on receivables (499) (729) 22 (478)

Amounts written off during the year as uncollectible 192 209 6 123 Foreign exchange translation gains and losses 74 (37) (29) 13

Balance at the end of the year (1,419) (1,186) (629) (628)

Note 10. Inventories

2016 2015 $ $ Raw materials 46,648 27,729 Work-in-process 4,706 5,168 Finished goods 68,152 36,879

Total inventories at the lower of cost and net realizable value 119,506 69,776

Included in inventory as at March 31, 2016 are provisions in the amount of $3,773 (March 31, 2015 – $2,813).

In connection with the Acquisition, acquired assets and liabilities were recorded on the Company’s consolidated statement of financial position at their fair value.This resulted in a fair value increase to inventory on the date of acquisition of $5,767 representing the difference between inventory cost and its fair value. Thisdifference was recognized as a charge to cost of goods sold during the year ended March 31, 2015 and the period ended March 31, 2014 of $2,861 and $2,906,respectively, as the related inventory was sold.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data) Amounts charged to cost of sales comprise the following:

Successor Predecessor

March 31

2016 March 31

2015

December 9,2013 to

March 31, 2014

April 1 to December 8

2013 $ $ $ $ Cost of goods manufactured 143,857 129,034 14,483 81,094 Depreciation 1,349 771 225 519

145,206 129,805 14,708 81,613

Note 11. Property, plant and equipment

The following table presents changes in the cost and the accumulated depreciation on the Company’s property, plant and equipment:

Plant

equipment Computer equipment

Leasehold improvements

Show displays

Furnitureand

fixtures Total Cost $ $ $ $ $ $ March 31, 2014 1,147 716 6,562 622 1,040 10,087

Additions 1,122 706 1,106 749 148 3,831 Business acquisition (note 5) 200 — — — — 200

March 31, 2015 2,469 1,422 7,668 1,371 1,188 14,118

Additions 2,740 1,258 7,726 1,708 1,638 15,070 Disposals (7) (587) (280) (874)

March 31, 2016 5,209 2,673 15,394 2,492 2,546 28,314

Plant

equipment Computer equipment

Leasehold improvements

Show displays

Furnitureand

fixtures Total Accumulated depreciation $ $ $ $ $ $

March 31, 2014 35 32 190 40 21 318

Additions 173 190 610 178 78 1,229

March 31, 2015 208 222 800 218 99 1,547

Additions 378 435 1,108 518 287 2,726 Disposal — (3) — (241) (145) (389)

March 31, 2016 586 654 1,908 495 241 3,884

Net book value March 31, 2015 2,261 1,200 6,868 1,153 1,089 12,571

March 31, 2016 4,623 2,019 13,486 1,997 2,305 24,430

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data) Note 12. Intangible Assets

The following table presents the changes in cost and accumulated amortization of the Company’s intangible assets with finite lives:

Intangible assets with finite lives

ERP

software Computersoftware

Customerlists Total

Cost $ $ $ $ March 31, 2014 1,658 243 8,655 10,556

Additions 1,305 868 — 2,173 Disposals (913) — — (913)

March 31, 2015 2,050 1,111 8,655 11,816

Additions 947 5,825 — 6,772

March 31, 2016 2,997 6,936 8,655 18,588

ERP software

Computersoftware

Customerlists Total

Accumulated amortization $ $ $ $ March 31, 2014 — 29 721 750

Amortization — 170 2,164 2,334

March 31, 2015 — 199 2,885 3,084

Amortization 430 547 2,164 3,141

March 31, 2016 430 746 5,049 6,225

Net book value March 31, 2015 2,050 912 5,770 8,732

March 31, 2016 2,567 6,190 3,606 12,363

Intangible assets comprise the following:

2016 2015 $ $ Intangible assets with finite lives 12,363 8,732 Intangible assets with indefinite lives

Brand name 112,977 112,977 Domain name 337 337

125,677 122,046

Indefinite life intangible assets

Indefinite life intangible assets recorded by the Company as a result of the Acquisition are comprised of the brand and the domain name associated with theCompany’s website. The Company expects to renew the

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March 31, 2016

(in thousands of Canadian dollars, except per share data) registration of the brand names, and domain names at each expiry date indefinitely, and expects these assets to generate economic benefit in perpetuity. As such,the Company assessed these intangibles to have indefinite useful lives.

The Company completed its annual impairment tests in the year of acquisition and in 2016 and 2015 for indefinite life intangible assets and concluded that therewas no impairment.

Key Assumptions

The key assumptions used to calculate the value-in-use (VIU) are those regarding discount rates, revenue growth rates, and changes in margins. These assumptionsare consistent with the assumptions used to calculate VIU for goodwill (note 13).

Note 13. Goodwill

The components of goodwill arising from business combinations (Note 5) are as follows:

Date acquired $ Acquisition December 8, 2013 42,947 Other January 8, 2015 1,590

Balance as at March 31, 2016 and 2015 44,537

The Company completed its annual impairment tests in the year of acquisition and in 2016 and 2015 for goodwill and concluded that there was no impairment.

Key Assumptions

The key assumptions used to calculate the fair value less costs of disposal are those regarding discount rates, revenue growth rates, and changes in margins. Theseassumptions are considered to be Level 3 in the fair value hierarchy.

The weighted average cost of capital was determined to be 14.5% (2015 – 14.0%) and was based on a risk-free rate, an equity risk premium adjusted for betas ofcomparable publicly traded companies, an unsystematic risk premium, small country risk premium, country-specific risk premium, an after-tax cost of debt basedon corporate bond yields and the capital structure of the Company. Cash flow projections were discounted using the Company’s after-tax weighted average cost ofcapital.

The Company included five years of cash flows in its discounted cash flow model. The cash flow forecasts were extrapolated beyond the five year period using anestimated long term growth rate of 5.0% (2015 – 5.0%). The budgeted growth is based on the strategic plans approved by the Company’s Board.

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March 31, 2016

(in thousands of Canadian dollars, except per share data) Note 14. Accounts payables and accrued liabilities

Accounts payable and accrued liabilities consist of the following:

2016 2015 $ $ Trade payables 23,408 12,552 Accrued liabilities 7,032 3,811 Employee benefits (note 19) 4,228 4,063 Amounts due to related parties (note 19) 1,910 1,830 Other payables 1,873 1,113

Total 38,451 23,369

Note 15. Provisions

Provisions consist primarily of amounts recorded in respect of customer warranty obligations and terminations of sales agents and distributors.

The provision for warranty claims represents the present value of management’s best estimate of the future outflow of economic resources that will be requiredunder the Company’s obligations for warranties under sale of goods. The estimate has been made on the basis of historical warranty trends and may vary as a resultof new materials, altered manufacturing processes or other events affecting product quality and production.

The sales contract provision relates to management’s estimated cost of the termination of certain third party dealers, agents and distributors.

Warranty obligations

Terminationof sales

contracts Other Total $ $ $ $ Balance as at March 31, 2014 4,836 3,693 337 8,866 Additional provisions recognized 2,556 1,727 190 4,473 Reductions resulting from settlement (1,770) (1,286) — (3,056) Other — — 8 8

Balance as at March 31, 2015 5,622 4,134 535 10,291

Additional provisions recognized 2,735 2,593 250 5,578 Reductions resulting from settlement (1,478) (2,725) — (4,203) Other — — 13 13

Balance as at March 31, 2016 6,879 4,002 798 11,679

Provisions are classified as current and non-current liabilities based on management’s expectation of the timing of settlement, as follows: 2016 2015 $ $ Current provisions 3,125 4,080 Non-current provisions 8,554 6,211

11,679 10,291

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March 31, 2016

(in thousands of Canadian dollars, except per share data) Note 16. Long-term debt

Credit facility

The Company has long-term borrowings comprising a revolving credit facility in the amount of up to $75,000 with an increase in commitments to $100,000 duringthe peak season (August 1 – November 30) and a term credit facility in the amount of $12,188 (collectively, the revolving credit facility and the term credit facility,the “Credit Facility”). The Credit Facility bears interest at the bank prime rate plus 1% per annum or bankers’ acceptance rate plus 2% per annum and is payablewhen due. The Credit Facility has a final termination date of December 9, 2018. The Credit Facility is secured by general assignments and security agreementsincluding the assignment of cash, inventory, equipment and trade receivables and contain financial and non-financial covenants which could impact the Company’sability to draw funds. The Company was in compliance with all covenants as at March 31, 2016, and March 31, 2015.

The credit agreement governing our Credit Facility contains a number of restrictive covenants that impose operating and financial restrictions on us, includingrestrictions on our ability to incur certain liens, make investments and acquisitions, incur or guarantee additional indebtedness, pay dividends or make otherdistributions in respect of, or repurchase or redeem our common or preferred shares, or enter into certain other types of contractual arrangements affecting oursubsidiaries or indebtedness.

Advances under the revolving credit facility shall only be used for working capital and other general corporate purposes including permitted acquisitions.

The term credit facility is a non-revolving facility and no amounts repaid under the term credit facility may be re-borrowed except for conversions and rollovers.The limits of the term credit facility will be automatically and permanently reduced by the amount of any repayment. The principal amount of the term creditfacility is repayable in 19 equal quarterly instalments of $313 each commencing on March 31, 2014 and the remaining balance repayable at the maturity date.

2016 2015 Credit Facility $ $

Revolving credit facility 45,515 19,155 Term credit facility 9,687 10,938

55,202 30,093 Less: deferred financing fees 1,008 1,052

54,194 29,041 Less: Current portion of term credit facility 1,250 1,250

Long-term portion of Credit Facility 52,944 27,791

As at March 31, 2016, the company had letters of credit outstanding under the Credit Facility of $294 (US$ 227 (2015 – $159, US$ 125).

Future minimum principal repayments of the term credit facility as at March 31, 2016 are:

$ 2017 1,250 2018 1,250 2019 52,702

55,202

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March 31, 2016

(in thousands of Canadian dollars, except per share data) Subordinated debt

The Company’s subordinated debt comprises senior and junior notes that are due to an entity related to the majority shareholder of the Company and has a maturitydate of November 30, 2023 (collectively, “Subordinated Debt”). The senior subordinated debt was issued as purchase consideration in the Acquisition and bearsinterest at the rate of 6.7% per annum. The junior subordinated debt is issued to settle all or some of the accrued interest on the senior subordinated debt. Anyaccrued and unpaid interest on the principal amount is payable in cash annually on the last business day of November each year beginning in November 2014. Theentire unpaid principal and accrued interest amounts are automatically convertible to Class A common shares in connection with a qualifying and non-qualifyingliquidity event or sale of shares, wind-up, change in control through a business combination, merger, or a similar transaction, a sale of substantially all of theCompany’s assets, or a sale of all of the outstanding equity of the Company. The Company’s Subordinated Debt contains a redemption feature that give rise to aderivative which have been determined not to be closely related to the host. No value has been attributed to this derivative.

Senior Subordinated

Note

Junior Subordinated

Note Total $ $ $ March 31, 2014 79,716 — 79,716

Issuance — 2,626 2,626

March 31, 2015 79,716 2,626 82,342

Issuance — 2,964 2,964

March 31, 2016 79,716 5,590 85,306

Net interest and other finance costs

Net interest and other finance costs consist of the following:

Successor Predecessor

March 31

2016 March 31

2015

December 9,2013 to

March 31, 2014

April 1 to December 8

2013 $ $ $ $ Interest expense

Credit facility 2,236 1,551 351 1,283 Subordinated debt 5,598 5,398 1,335 — Bank overdraft 17 109 2 145 Other 14 61 101 387

Standby fees 136 427 — —

Interest expense and other financing costs 8,001 7,546 1,789 1,815 Interest income (5) (9) (1) —

7,996 7,537 1,788 1,815

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March 31, 2016

(in thousands of Canadian dollars, except per share data) Note 17. Equity instruments

17.1 Share capital

Authorized

The authorized share capital of the Company consists of an unlimited number of shares without par value, as follows:

Class A common shares, voting.

Class B common shares, voting.

Class B junior preferred shares, non-voting, no dividends, automatic conversion into a variable number of Class B senior preferred shares and Class C juniorpreferred shares in accordance with the Company’s shareholder agreement immediately prior to closing of qualifying and non-qualifying liquidity event or sale ofshares.

Class B senior preferred shares, voting; non-cumulative dividend of up to a maximum amount equal to the Class B senior liquidity price; automatic conversion intoa variable number of Class B common shares in accordance with the Company’s shareholder agreement immediately prior to closing of qualifying liquidity eventor sale of shares.

Class A senior preferred shares, voting; non-cumulative dividend of up to a maximum amount equal to the Class A senior liquidity price; automatic conversion intoa variable number of Class A common shares in accordance with the Company’s shareholder agreement immediately prior to closing of qualifying liquidity eventor sale of shares.

Class A junior preferred shares, non-voting, no dividends, automatic conversion into a variable number of Class A common shares in accordance with theCompany’s shareholder agreement in the event of liquidity event or sale of shares.

Class C junior preferred shares, non-voting, no dividends, automatic conversion into a variable number of Class B common shares in accordance with theCompany’s shareholder agreement in the event of liquidity event or sale of shares. No Class C junior preferred shares have been issued to date.

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March 31, 2016

(in thousands of Canadian dollars, except per share data) Each class of preferred shares is convertible to common shares as follows:

Qualifying transaction (liquidityevent or sale of shares in

excess of initial subscriptionprice of $1.00)

Non-qualifying event (liquidityevent or sale of shares less

than or equal to subscriptionprice of $1.00)

Class A senior preferred shares

Convert to Class A common shares on a 1:1 basis

Entitled to the Class A Senior Liquidity Price orparticipate in liquidation proceeds (1)

Class A junior preferred shares

Convert to Class A common shares based on Class A Junior Liquidity Price divided by the fair value ofcommon shares (2)

Class B senior preferred shares

Convert to Class B common shares on a 1:1 basis

Entitled to the Class B Senior Liquidity Price orparticipate in liquidation proceeds (3)

Class B junior preferred shares

Convert to Class B senior preferred shares by dividingClass B Junior Original Issue Price (4) by the fair valueof common shares and one Class C junior preferredshare equal to the Class C Junior Share Issue Price (5)

Entitled to one Class B senior preferred share andone Class C junior preferred share equal to theClass C Junior Issue Price

Class C junior preferred shares

Convert to Class B common shares based on the Class C Junior Issue Price Divided by the fair value of thecommon shares

Notes:(1) Class A Senior Liquidity Price – $1.00 per share less the amount of any Class A senior preferred share distributions since issuance.(2) Class A Junior Liquidity Price – $1.00 per share multiplied by 1.06 to the power of complete annual periods since fiscal 2014.(3) Class B Senior Liquidity Price – $1.00 per share less the amount of any Class B senior preferred share distributions since issuance.(4) Class B Junior Original Issue Price – $1.00 per share less any Class B senior preferred share distributions since issuance.(5) Class C Junior Issue Price – The difference between the Class B Junior Liquidity Price and the Class B Original Issue Price for which the Class B Junior

Liquidity Price is equal to $1.00 per share multiplied by 1.06 to the power of complete annual periods since fiscal 2014.

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March 31, 2016

(in thousands of Canadian dollars, except per share data) Issued

Common and preferred shares issued as at March 31, 2015 and 2016 are as follows: 2016 2015 Number $ Number $ Common shares

Class A 70,000,000 3,350 70,000,000 3,350 Class B 30,000,000 — 30,000,000 —

Common shares outstanding 100,000,000 3,350 100,000,000 3,350

Preferred shares

Class A senior preferred 53,144,000 53,144 53,144,000 53,144 Class B senior preferred 22,776,000 — 22,776,000 —

75,920,000 53,144 75,920,000 53,144

Class A junior preferred 3,426,892 3,727 1,659,577 1,751 Class B junior preferred 34,164,000 — 34,164,000 —

37,590,892 3,727 35,823,577 1,751

Preferred shares outstanding 113,510,892 56,871 111,743,577 54,895

Subsequent to the end of the year, on December 2, 2016, the Company subdivided its Class A and Class B common shares on the basis of 10,000,000 commonshares for every share as part of a capital reorganization (note 22). After the Recapitalization, the Company has 100,000,000 Class A and Class B common sharesoutstanding. The above table reflects the number of common shares outstanding after giving effect to the share split. The calculation of basic and diluted earningsper share (note 8) is based on the number of common shares and stock options outstanding after giving effect to the share split.

During the period ended March 31, 2014, 60,000,000 Class A common shares were issued in exchange for reimbursement of expenses in the amount of $3,350related to the Acquisition.

17.2 Share-based payments

Under the terms of the Company’s stock option plan (the “Plan”), options may be granted on Class B common shares and Class A junior preferred shares, to amaximum of 12,231,435 options, to select executives of the Company, with vesting contingent upon meeting the service, performance goals and exit eventconditions of the Plan. All options issued expire ten years after the grant date.

Service-vestedoptions

Service-vested options, which are hereby referred to Tranche A options, are subject to the executive’s continuing employment and generally are scheduled to vest40% on the second anniversary of the date of grant, 20% on the third anniversary, 20% on the fourth anniversary and 20% on the fifth anniversary.

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March 31, 2016

(in thousands of Canadian dollars, except per share data) Performance-vestedexiteventoptions

There are two types of performance-vested options tied to an exit event, which are hereby referred to as Tranche B and Tranche C options, are eligible to vest on apro-rata basis upon an exit event pursuant to which the aggregate common equity value is in excess of specified rates of return on total investment, subject to theexecutive’s continued employment through the date of the exit event.

Compensation expense for share-based compensation granted is measured at the fair value at the grant date where there is a shared understanding, using the MonteCarlo valuation model.

Stock option transactions are as follows:

Exercise price range Number of shares Options outstanding, March 31, 2014 and December 9, 2013 —

Options granted to purchase shares: Tranche A $ 1.00 to $2.06 3,078,966 Tranche B $ 1.00 to $2.06 3,078,979 Tranche C $ 1.00 to $2.06 3,078,994

Options outstanding, March 31, 2015 9,236,939

Options granted to purchase shares: Tranche A $ 2.06 to $3.55 983,926 Tranche B $ 2.06 to $3.55 983,933 Tranche C $ 2.06 to $3.55 983,940

2,951,799

Options cancelled: Tranche A $ 1.00 to $1.25 (407,719) Tranche B $ 1.00 to $1.25 (407,719) Tranche C $ 1.00 to $1.25 (407,719)

(1,223,157)

Options outstanding, March 31, 2016 10,965,581

During fiscal year 2015, the Company granted Tranche A options to acquire 2,214,334 shares at $1.00 per share that vest 40% on December 9, 2015, 20% onDecember 9, 2016, 20% on December 9, 2017 and 20% on December 9, 2018. All options granted subsequently vest 40% on the second anniversary of the date ofgrant, 20% on the third anniversary, 20% on the fourth anniversary and 20% on the fifth anniversary. All options become eligible to vest on a change of controltransaction with certain other specified event-based criteria.

As at March 31, 2016 1,068,500 options are vested (2015 – Nil).

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March 31, 2016

(in thousands of Canadian dollars, except per share data) The following table summarizes information about stock options outstanding and exercisable at March 31, 2016: Options Outstanding Options Exercisable

Exercise

price Number

Weighted AverageRemaining

Life in Years Number

Weighted AverageRemaining

Life in Years Tranche A $ 1.00 2,214,324 7.8 1,068,500 7.8 Tranche B $ 1.00 2,214,333 7.8 — — Tranche C $ 1.00 2,214,344 7.8 — — Tranche A $ 1.25 175,739 8.6 — — Tranche B $ 1.25 175,741 8.6 — — Tranche C $ 1.25 175,743 8.6 — — Tranche A $ 2.06 984,142 9.1 — — Tranche B $ 2.06 984,150 9.1 — — Tranche C $ 2.06 984,158 9.1 — — Tranche A $ 3.55 280,968 8.9 — — Tranche B $ 3.55 280,969 8.9 — — Tranche C $ 3.55 280,970 8.9 — —

10,965,581 1,068,500

Subsequent to the end of the year, on December 2, 2016, the Company amended the terms of its stock option plan and adjusted the terms of its outstanding stockoptions to give effect to the subdivision of its common shares and related Recapitalization transactions (note 22). After the Recapitalization, there are stock optionsoutstanding to purchase 6,359,785 common shares at exercise prices ranging from $0.02 to $8.94 per share. The tables above do not give effect to the share splitand related changes to the terms of the stock options outstanding. The calculation of basic and diluted earnings per share (note 8) is based on the number ofcommon shares and stock options outstanding after giving effect to the share split.

Accountingforshare-basedawards

Compensation expense is recognized for all awards over the related vesting periods based on the grant date fair value of the awards. For service-vested restrictedshares, compensation expense is recognized ratably over the vesting period. For performance-vested exit event options, no compensation expense will berecognized until it is probable that an exit event meeting the vesting conditions will occur. For the year ended March 31, 2016, the Company recorded $500 (2015 –$300, 2014 – nil) as contributed surplus and compensation expense for the vesting of stock options. Stock-based compensation expense is included in selling,general and administrative expenses.

Valuationofstock-basedawards

The fair value of stock-based awards is determined using acceptable valuation techniques, which primarily consist of the income approach for the estimation of theequity value of the Company and the Monte Carlo method for the valuation of the stock-based awards. These valuation techniques incorporate the Company’sdiscounted cash flow estimates and other key assumptions. Assumptions in estimating discounted cash flows include, among other items, revenue and operatingexpense growth rates, terminal value growth rate, discount rate, capital expenditures, and working capital levels. These assumptions are consistent with those usedin the Company’s annual impairment testing. Other key assumptions include, among other items, probability of an exit event and distribution over time, discountfor lack of marketability, an expected dividend yield of —%, risk-free discount rate based on a Government of Canada Bond for a period consistent with theexpected life of the awards, and a volatility assumption based on median and historical data of similar public entities.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data) In determining the amount of share-based compensation, the Company used the Monte Carlo method to establish the fair value of options granted by applying thefollowing assumptions and inputs:

2016 2015 Stock price valuation $2.65 to $3.86 $1.10 to $2.65 Exercise price $2.06 to $3.55 $1.00 to $2.06 Risk-free interest rate 0.51% 0.57% Expected life in years 10 10 Expected dividend yield — % — % Volatility 30% 30% Fair value of options issued in the periods $ 1.41 $ 0.12

Note 18. Financial Instruments and fair values

Management assessed that the fair values of cash, trade receivables, accounts payable and accrued liabilities approximate their carrying amounts largely due to theshort-term maturities of these instruments.

Management assessed that the credit facility had a fair value of $46,179 (2015 – $49,822), determined using a discounted cash flow model over the term of the debtand a discount rate of 8.5% (2015 – 8%). The fair value of the subordinated debt is based on the equivalent dollar amount of common shares that are to be receivedupon conversion of the subordinated debt, and is equal to the carrying amount of the debt.

The Company’s derivative financial assets and financial liabilities are measured at fair value at the end of each reporting period. The following table givesinformation about how the fair values of these financial assets and financial liabilities are determined (in particular, the valuation technique(s) and inputs used). Financial assets/financial liabilities

Fair valuehierarchy Valuation technique(s) and key input(s)

Relationship of unobservable inputs to fair value

Forward foreigncurrency contracts

Level 2

Future cash flows are estimated based on forwardexchange rates (from observable forward exchange ratesat the end of the reporting period) andcontract forward rates, discounted at a rate that reflectsthe credit risk of various counterparties.

Increases (decreases) in the forward exchange rateincrease (decrease) fair value.Increases (decreases) in discount rate decrease(increase) fair value.

Conversion option onsubordinated debt

Level 3

The fair value of the conversion feature is determinedusing a probability weighted option pricing model andthe following critical inputs:

Exit event probability. Conversion ratio.Enterprise value.

An unrealized mark-to-market gain of $5,366 (2015 – $138; 2014 – $339 loss; December 8, 2013 – $743 loss) on forward exchange contracts has been recordedselling, general and administrative expenses in the statement of income.

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March 31, 2016

(in thousands of Canadian dollars, except per share data) The following table presents the fair values and fair value hierarchy of the Company’s financial instruments and excludes financial instruments carried at amortizedcost that are short-term in nature: March 31, 2016 March 31, 2015

Level 1 Level 2 Level 3 Carrying

value Fair value Level 1 Level 2 Level 3

Carrying value

Fair value

$ $ $ $ $ $ $ $ $ $ Financial assets

Cash 7,226 — — 7,226 7,226 5,918 — — 5,918 5,918 Derivatives included in other current assets — 4,422 — 4,422 4,422 — — — — —

Financial liabilities Derivatives included in accounts payable and accrued

liabilities — — — — — — 944 — 944 944 Credit facility — — 55,202 55,202 46,179 — — 30,093 30,093 49,822 Subordinated debt — — 85,306 85,306 85,306 — — 82,342 82,342 82,342

There were no transfers between the levels of the fair value hierarchy.

Note 19. Related party disclosures

During the year, the Company incurred management fees of $1,092 (2015 – $894) and interest expense of $5,598 (2015 – $5,398) on the subordinated debt to anentity related to the majority shareholder. These transactions are in the normal course of operations and are measured at the exchange amount, which is theconsideration established and agreed to by the parties.

As at March 31, 2016, accrued interest due to the same entity for $1,910 (2015 – $1,830) is included in the accounts payable and accrued liabilities.

Balances with related parties Amounts owed

to related parties $ March 31, 2016 1,910 March 31, 2015 1,830

Terms and conditions of transactions with related parties

Outstanding balances at the period end are unsecured, interest free, and settlement occurs in cash or common share purchases.

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March 31, 2016

(in thousands of Canadian dollars, except per share data) Key management compensation

Key management consists of the Board of Directors and the Chief-level suite of employees.

Successor Predecessor

March 31

2016 March 31

2015

December 9,2013 to

March 31, 2014

April 1 to December 8

2013 $ $ $ $ Short term employee benefits 3,484 4,042 714 1,568 Long term employee benefits 12 — — — Share-based compensation 186 144 — —

For the periods ended 3,682 4,186 714 1,568

Note 20. Financial risk management objectives and policies

The Company’s primary risk management objective is to protect the enterprise’s assets and cash flow, in order to increase the Company’s enterprise value.

Capital management

The Company manages its capital, which consists of cash provided from financing (common shares and preferred shares), long-term debt and subordinated debt,with the primary objective being safeguarding sufficient working capital to sustain and grow operations. The Board of Directors has not established capitalbenchmarks or other targets. The Company will continually assess the adequacy of its capital structure and capacity and make adjustments within the context of theCompany’s strategy, economic conditions, and the risk characteristics of the business.

The Company is capitalized with a mix of debt (long-term and subordinated debt) and with equity (common shares and preferred shares). The Company is exposedto market risk, credit risk, and liquidity risk. The Company’s senior management and Board of Directors oversees the management of these risks. It is theCompany’s policy that no trading in derivatives for speculative purposes shall be undertaken. The Board of Directors reviews and agrees policies for managingeach of these risks which are summarized below.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices compriseinterest rate risk and foreign currency risk.

Interest rate risk

The Company is exposed to interest rate risk on its floating rate borrowings, as the required cash flows to service the debt will fluctuate as a result of changes inmarket rates. The Company’s subordinated debt bears interest at a fixed rate of interest of 6.7% per annum. The entire unpaid principal and accrued interestamounts are automatically convertible to Class A senior preferred shares in connection with a liquidity event or sale of shares. The holder also had a right topayment upon demand. The credit facility is held in Canadian and US currencies and bears interest at bank prime plus 1% or banker’s acceptance rate plus 2%. Therate is subject to the financial

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March 31, 2016

(in thousands of Canadian dollars, except per share data) performance of the Company. For the prime rate loan this rate may vary between 1.5% to 3.37%, while the banker’s acceptance rate may vary between 2.5% to4.375%; both notes include a standby fee rate of 0.875%. For the year-ended March 31, 2016, a 1% increase in the interest rate would result in additional interestexpense of $627.

Foreign currency risk

The Company’s consolidated financial statements are expressed in Canadian dollars, however a substantial portion of the Company’s sales and purchases aredenominated in U.S. dollars, Euros, British Pounds Sterling, while a lower proportion of the Company’s transactions are in Swedish Krona, Danish Krone, andSwiss Franc. This results in a portion of the Company’s net assets denominated in U.S. dollars, Euro, Pound Sterling, Swedish Krona, and Danish Kroner, throughsubsidiaries with a functional currency that is the same as that of the Company. Net assets denominated in foreign currencies are translated into Canadian dollars atthe foreign currency exchange rate in effect at the statement of financial position date. As a result, the Company is exposed to foreign currency translation gainsand losses. Those gains and losses arising from the translation of the foreign currency denominated assets of foreign subsidiaries with a functional currency that isthe same as that of the Company are included in operating income. The Company estimates that based on the net assets held by foreign operations that have thesame functional currency as that of the Company at the end of 2016, an appreciation of the Canadian dollar of $0.01 relative to the U.S. dollar, Euro, and BritishPound Sterling would result in a loss of $569 in income before taxes (2015 – $627).

At March 31, 2016, the Company had foreign exchange forward contracts to buy Canadian dollars representing notional amounts of US$30,500 to sell U.S. dollars,€4,000 to sell Euros, and £1,500 to sell Pounds Sterling (March 31, 2015 – to buy Canadian dollars: notional amounts of US$16,200 to sell U.S. dollars, €12,000 tosell Euros, and £2,000 to sell Pounds Sterling; to sell Canadian dollars €1,000 to buy Euros and £1,000 to buy Pounds Sterling).

Revenues and expenses of all foreign operations are translated into Canadian dollars at the foreign currency exchange rates that approximate the rates in effect atthe dates when such items are recognized. Appreciating foreign currencies relative to the Canadian dollar will positively impact operating income and net income,while depreciating foreign currencies relative to the Canadian dollar will have the opposite impact.

The Company is also exposed to fluctuations in the prices of U.S. dollar denominated purchases as a result of changes in U.S. dollar exchange rates. A depreciatingCanadian dollar relative to the U.S. dollar will negatively impact operating income and net income, while an appreciating Canadian dollar relative to the U.S. dollarwill have the opposite impact.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss.

Credit risk arises from the possibility that certain parties will be unable to discharge their obligations. The Company has a significant number of customers whichminimizes the concentration of credit risk. The Company does not have any customers which account for more than 10% of sales or accounts receivable. TheCompany has entered into an agreement with a third party who has insured the risk of loss for up to 90% of accounts receivable from certain designated customersbased on a total deductible of $50. As at March 31, 2016, accounts

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March 31, 2016

(in thousands of Canadian dollars, except per share data) receivable totaling approximately $16,785 (March 31, 2015 – $12,497, March 31, 2014 – $3,666) was insured under this agreement. In addition, the Companyroutinely assesses the financial strength of its customers and, as a consequence, believes that its accounts receivable credit risk exposure is limited. Customerdeposits are received in advance from certain customers for seasonal orders, and applied to reduce accounts receivable when goods are shipped. Credit terms arenormally sixty days for seasonal orders, and thirty days for re-orders.

The aging trade receivables is as follows:

Total

Neither past due

nor impaired

Past due but not

impaired

< 30 days

31-60 days

> 60 days

$ $ $ $ $ March 31, 2016 18,894 5,507 3,757 4,254 5,376 March 31, 2015 15,295 3,085 3,555 2,099 6,556

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is toensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under normal and stressed conditions. The Company managesliquidity risk by reviewing its capital and operating requirements on an ongoing basis. The Company continuously reviews both actual and forecasted cash flows toensure that the Company has appropriate capital capacity.

The following table summarizes the amount of contractual undiscounted future cash flow requirements for financial instruments as at March 31, 2016: Contractual obligations 2017 2018 2019

2020 to 2024 Total

$ $ $ $ $ Accounts payable and accrued liabilities 38,451 — — — 38,451 Subordinated Debt — — — 85,306 85,306 Long-term credit facility 1,250 1,250 52,702 — 55,202

The Company accrues expenses when incurred. Accounts are deemed payable once a past event occurs that requires payment by a specific date.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data) Commitments

Leases

The Company has lease commitments for the future periods, expiring as follows:

As at March 31,

2016 $ Not later than 1 year 5,407 Later than 1 year and not later than 3 years 14,069 Later than 4 years and not later than 5 years 13,908 Later than 5 years 30,753

64,137

Operating leases relate to leases of real estate with lease terms of between 5 and 10 years. All operating lease contracts over 5 years contain clauses for 5-yearlymarket rental reviews. The Company does not have an option to purchase the leased land at the expiry of the lease periods.

Forward exchange contracts

The Company entered into a number of forward exchange contracts during the year to sell U.S. dollars, Euro, and Pound Sterling. Several contracts wereoutstanding as at March 31, 2016 and therefore an unrealized mark-to-market gain of $5,366 (2015 – $138; 2014 – $339 loss; December 8, 2013 – $743 loss) hasbeen recorded in selling, general and administrative expenses. As at March 31, 2016, the Company has a derivative asset of $4,422, which is included in othercurrent assets (2015 – a derivative liability of $944 included in accounts payable and accrued liabilities).

Note 21. Selected cash flow information

Changes in non-cash working capital items consist of the following:

Successor Predecessor

March 31

2016 March 31

2015

December 9,2013 to

March 31, 2014

April 1 to December 8,

2013 Trade receivables (3,366) (9,241) 29,516 (28,663) Inventories (49,778) (10,622) (15,373) 15,394 Other current assets (2,016) 840 (3,011) (755) Accounts payable and accrued liabilities 15,945 105 (7,769) 9,769 Provisions 1,388 1,425 2,273 382 Other (21) — — —

(37,848) (17,493) 5,636 (3,873)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data) Non-cash transactions in the year include:

Successor Predecessor

March 31 March 31

December 9,2013 to

March 31, April 1 to

December 8, 2016 2015 2014 2013 Issuance of Class B senior preferred shares — — 22,776 — Issuance of Class B junior preferred shares — — 34,164 —

Note 22. Subsequent events

Refinancing the Credit Facility

On June 3, 2016, the Company entered into an agreement with a syndicate of lenders for an asset-backed loan (the “Revolving Facility”) in the amount of $150,000with an increase in commitments to $200,000 during the peak season (June 1 – November 30) and a revolving credit commitment comprising a letter of creditcommitment in the amount of $25,000, with a $5,000 sub-commitment for letters of credit issued in a currency other than Dollars, U.S. Dollars or Euros, and aswingline commitment for $25,000. The Revolving Facility has a five-year term and bears interest at prime plus an applicable margin, which is payable quarterly.The Revolving Facility is secured by inventories and trade receivables and contains financial and non-financial covenants which could impact the Company’sability to draw funds. The Company incurred deferred financing charges in the amount of $1,497 in connection with the Revolving Facility.

The Company used the proceeds from the Revolving Facility to repay and extinguish the existing credit facility. As a result of the extinguishment of the existingcredit facility, deferred financing charges in the amount of $1,081 were charged to expense.

Business combination

On April 18, 2016, subsequent to the year-end, the Company acquired the assets of a manufacturing business for cash consideration of $1,500.

The fair value of the tangible assets acquired is a follows, with the excess of the purchase price over the fair value of the tangible assets acquired accounted for asgoodwill. The Company has not yet finalized its purchase accounting in respect of this acquisition pending finalization of the fair value of the tangible assetsacquired.

Assets acquired $ Tangibleassets

Property, plant and equipment 1,000

1,000 Goodwill 500

Total assets acquired 1,500

The purchase price was paid as to $500 on the closing date of the transaction, with an amount payable of $500 on August 1, 2017 and contingent consideration witha fair value of $500, owing to the former owners upon satisfaction of additional requirements. The contingent consideration will be remeasured at its fair value atsubsequent reporting dates and any resulting gain or loss included in the statement of income.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data) Recapitalization transactions

On December 2, 2016, the Board of Directors approved and the Company completed a series of share capital and debt transactions (collectively, the“Recapitalization”) to simplify its share capital structure and to return capital to its shareholders. The effect of these transactions is summarized as follows:

a) The company entered into a senior secured loan agreement (the “Term Loan”).

b) With the proceeds of the Term Loan, the Company repaid its subordinated debt and accrued interest.

c) The Company amended its articles to permit a share capital reorganization with the result that its classes of preferred shares were cancelled and its

existing common shares were subdivided. The amendments permit the Company in future to issue preferred shares in series, of which, except for63,576,003 Class D preferred shares, none are currently outstanding.

d) The proceeds of the Term loan were also used in connection with the share capital reorganization to redeem certain outstanding shares, to make certain

return of capital distributions on outstanding common shares, and to fund a secured, non-interest bearing loan to DTR LLC, a company indirectlycontrolled by the President, Chief Executive Officer and shareholder of the Company.

e) The Company amended the terms of its stock option plan and changed the terms of outstanding stock options to conform with the revised share capitalterms.

TermLoan

On December 2, 2016, in connection with the Recapitalization, the Company entered into a senior secured loan agreement with a syndicate of lenders, the TermLoan, that is secured on a split collateral basis alongside the Credit Facility, in an aggregate principal amount of $216,738 (US$ 162,582). The Company incurredan original issue discount of $6,376 and transaction costs of $2,052 on the issuance of the Term Loan. The Term Loan currently bears interest at a rate of LIBORplus an applicable margin of 5%, payable quarterly or at the end of the then current interest period (whichever is earlier) in arrears.

The Term Loan is due on December 2, 2021, and is repayable in quarterly amounts of US$ 406 beginning June 30, 2017. Amounts owing under the Term Loanmay be repaid at any time without premium or penalty, but once repaid may not be reborrowed.

The Term Loan is secured by inventory and trade receivables and contains financial and non-financial covenants which could impact the Company’s ability to drawfunds.

Subordinateddebt

On December 2, 2016, in connection with the Recapitalization, the Company repaid the outstanding amount of its subordinated debt plus accrued interest owing toan entity related to the majority shareholder of the Company as follows:

$ Senior subordinated note 79,716 Junior subordinated note 5,590 Accrued interest 5,732

91,038

The repayment was financed with the proceeds of the Term Loan.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(in thousands of Canadian dollars, except per share data) Shareholders’equity

In connection with the Recapitalization, the following share capital transactions were completed on December 2, 2016:

The 53,144,000 outstanding Class A senior preferred shares were redeemed for their capital amount of $53,144.

The 3,426,892 outstanding Class A junior preferred shares were redeemed under their terms for their liquidity value of $4,063.

The company has subdivided the existing Class A and Class B common shares on the basis of 10,000,000 common shares for every share.

A return of capital of $698 was paid on the Class A common shares.

In a series of transactions, the outstanding Class B senior preferred shares, the Class B junior preferred shares and the Class B common shares have been exchangedinto 63,576,003 Class D preferred shares with a fixed value of $63,576 and 30,000,000 Class A common shares.

After the Recapitalization, the Company has 100,000,000 Class A common shares and 63,576,003 Class D preferred shares outstanding. There are stock optionsoutstanding to purchase 6,306,602 Class A common shares at exercise prices ranging from $0.02 to $8.94 per share.

Where the number of common shares and stock options outstanding changes as a result of a share split, the calculation of basic and diluted earnings per share for allperiods presented is adjusted retrospectively; accordingly, the earnings per share for all periods presented in the statement of income and in note 8 have beencalculated after giving effect to the subdivision of the common shares and the related adjustments to the number and exercise prices of stock options.

Shareholderadvance

In connection with the Recapitalization, the Company made a secured non-interest bearing shareholder advance of $63,576 to DTR LLC, an entity indirectlycontrolled by the President and Chief Executive Officer. The shareholder advance will be extinguished by its settlement against the redemption price for theredemption of the Class D preferred shares. DTR LLC has pledged all of the Class D preferred shares as collateral for the shareholder advance. Redemption of theClass D preferred shares and settlement of the shareholder advance is expected to occur prior to the time the registration statement relating to this offering is filed inthe United States.

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SCHEDULE I – CONDENSED FINANCIAL INFORMATION OFCANADA GOOSE HOLDINGS INC.

(PARENT COMPANY)

All operating activities of the Company are conducted by the subsidiaries. Canada Goose Holdings Inc. is a holding company and does not have any materialassets or conduct business operations other than investments in subsidiaries. The credit agreement of Canada Goose, Inc, a wholly owned subsidiary of CanadaGoose Holdings Inc., contains provisions whereby Canada Goose Inc. has restrictions on the ability to pay dividends, loan funds and make other upstreamdistributions to Canada Goose Holdings Inc.

These condensed parent company financial statements have been prepared using the same accounting principles and policies described in the notes to theconsolidated financial statements. Refer to the consolidated financial statements and notes presented above for additional information and disclosures with respectto these condensed financial statements.

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PARENT COMPANY INFORMATIONCanada Goose Holdings Inc.

Schedule I – Condensed Statements of Income (Loss) 31-Mar

2016 2015

For the period fromDecember 9, 2013 to March 31, 2014

Equity in comprehensive income (loss) of subsidiary 26,155 14,640 (12,129) Selling, general and administration expenses 500 300 3,350 Other Expenses (income) Net Interest income and other finance costs (8) (8) (2)

Income (loss) before tax 25,663 14,348 (15,477)

Income tax recovery (130) (77) —

Net income (loss) 25,793 14,425 (15,477)

The accompanying notes to the condensed financial statements are an integral part of this financial statement.

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PARENT COMPANY INFORMATIONCanada Goose Holdings Inc.

Schedule I – Condensed Statements of Financial Position Year Ended March 31 2016 2015 Current Assets Cash 99 8 Other current assets 35 —

Total Current Assets 134 8

Intercompany note receivable 87,219 84,173 Investment in subsidiaries 142,477 114,346 Deferred income taxes 212 79

Total Assets 230,042 198,606

Accounts payable and accrued liabilities 1,910 1,829 Intercompany accounts payable 123 — Income tax payable 1 2

Total Current Liabilities 2,034 1,831

Subordinated debt 85,306 82,342

Total Liabilities 87,340 84,173

Equity Share capital 60,221 58,245 Contributed surplus 57,740 57,240 Retained earnings 24,741 (1,052)

Equity 142,702 114,433

Total Liabilities & Shareholder Equity 230,042 198,606

The accompanying notes to the condensed financial statements are an integral part of this financial statement.

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PARENT COMPANY INFORMATIONCanada Goose Holdings Inc.

Schedule I – Condensed Statements of Cash Flows 31-Mar

2016 2015

For the period fromDecember 9, 2013 to March 31, 2014

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) 25,793 14,425 (15,477) Items not affecting cash:

Equity in undistributed earnings of subsidiary (26,155) (14,640) 12,129 Net interest income (8) (8) — Income taxes (130) (77) — Share-based compensation 500 300 —

— 0 (3,348)

Changes in assets and liabilities 87 3 (4,479)

Income taxes paid (4) (2) — Interest received 5,525 4,894 — Interest paid (5,517) (4,887) —

Net cash from (used in) operating activities 91 8 (7,827)

CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of Canada Goose Inc. net assets and subsidiaries — — (148,268) Investment in subsidiary (1,976) (1,751) — Loan to subsidiary (2,964) (2,626) —

Net cash used in investing activities (4,940) (4,377) (148,268)

CASH FLOWS FROM FINANCING ACTIVITIES Issue of Class A senior preferred shares — — 53,144 Issue of Class A junior preferred shares 1,976 1,751 — Issue of common shares — — 3,350 Issuance of subordinated debt 2,964 2,626 79,716 Borrowings on acquisition — — 19,885

Net cash from financing activities 4,940 4,377 156,095

Increase in cash 91 8 —

Cash, beginning of period 8 — —

Cash, end of period 99 8 —

The accompanying notes to the condensed financial statements are an integral part of this financial statement.

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PARENT COMPANY INFORMATIONCanada Goose Holdings Inc.

Schedule I – Notes to the Condensed Financial Statements(in thousands of Canadian dollars)

1. BASIS OF PRESENTATION

Canada Goose Holdings Inc. (the “Parent Company”) is a holding company that conducts substantially all of its business operations through its subsidiary. TheParent Company (a British Columbia corporation) was incorporated on November 21, 2013.

The Parent Company has accounted for the earnings of its subsidiary under the equity method in these unconsolidated condensed financial statements.

2. COMMITMENTS AND CONTINGENCIES

The Parent Company has no material commitments or contingencies during the reported periods.

3. DUE TO A RELATED PARTY

See the Annual Consolidated Financial Statements Note 16 in reference to Subordinated Debt for a description of the arrangement.

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Condensed Interim Consolidated Statements of Income and Comprehensive Income(unaudited) (in thousands of Canadian dollars, except per share amounts)

Three months ended

December 31 Nine months ended

December 31 Notes 2016 2015 2016 2015 $ $ $ $ Revenue 5 209,051 115,504 352,681 248,909 Cost of sales 8 88,767 51,575 168,403 122,107

Gross profit 120,284 63,929 184,278 126,802

Selling, general and administrative expenses 62,005 31,933 110,270 72,851 Depreciation and amortization 1,965 1,104 4,901 3,585

Operating income 56,314 30,892 69,107 50,366

Net interest and other finance costs 11 3,087 2,215 8,620 6,017

Income before income taxes 53,227 28,677 60,487 44,349 Income tax expense 14,139 7,231 15,416 8,662

Net income 39,088 21,446 45,071 35,687

Other comprehensive loss Items that will not be reclassified to earnings:

Assumption of actuarial loss on post-employment obligation, net of tax expense of $39 for thethree months and tax recovery of $36 for the nine months 146 — (261) —

Cumulative translation adjustment (468) — (468) —

Other comprehensive loss (322) — (729) —

Comprehensive income 38,766 21,446 44,342 35,687

Earnings per share 6 Basic 0.39 0.21 0.45 0.36 Diluted 0.38 0.21 0.44 0.35

The accompanying notes to the condensed interim consolidated financial statements are an integral part of this financial statement

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Condensed Interim Consolidated Statements of Financial Position(unaudited)

As at December 31, 2016 and March 31, 2016 (in thousands of Canadian dollars)

Notes December 31,

2016 March 31,

2016 Assets $ $ Current assets

Cash 30,180 7,226 Trade receivables 7 88,982 17,475 Inventories 8 96,680 119,506 Other current assets 15 11,539 10,525

Total current assets 227,381 154,732

Deferred income taxes 3,954 3,642 Property, plant and equipment 37,379 24,430 Intangible assets 128,311 125,677 Goodwill 45,037 44,537

Total assets 442,062 353,018

Liabilities Current liabilities

Accounts payable and accrued liabilities 9 64,242 38,451 Provisions 10 12,473 3,125 Income taxes payable 4,500 7,155 Current portion of long-term debt 1,637 1,250

Total current liabilities 82,852 49,981

Provisions 10 9,718 8,554 Deferred income taxes 14,292 12,769 Credit facility — 52,944 Revolving facility 11 57,816 — Term loan 11 206,851 — Subordinated debt 11 — 85,306 Other long-term liabilities 2,434 762

Total liabilities 373,963 210,316

Shareholders’ equity 68,099 142,702

Total liabilities and shareholders’ equity 442,062 353,018

The accompanying notes to the condensed interim consolidated financial statements are an integral part of this financial statement.

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Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity(unaudited)

For the nine months ended December 31, 2016 and 2015 (in thousands of Canadian dollars)

Share Capital Contributed

Surplus

RetainedEarnings(Deficit)

Accumulated Other

ComprehensiveLoss Total

Notes Common

Shares Preferred

Shares Total $ $ $ $ $ $ $ Balance as at March 31, 2016 3,350 56,871 60,221 57,740 25,433 (692) 142,702 Recapitalization transactions: 12

Redemption of Class A senior preferred shares — (53,144) (53,144) — — — (53,144) Redemption of Class A junior preferred shares — (3,727) (3,727) — (336) — (4,063) Return of capital on Class A common shares (698) — (698) — — — (698) Exchange all Class B preferred and common shares

for Class D preferred shares and Class A commonshares — — — (56,940) (6,636) — (63,576)

Net income for the period — — — — 45,071 — 45,071 Other comprehensive loss, net of tax — — — — — (729) (729) Recognition of share-based compensation 13 — — — 2,536 — — 2,536

Balance as at December 31, 2016 2,652 — 2,652 3,336 63,532 (1,421) 68,099

Balance as at March 31, 2015 3,350 54,895 58,245 57,240 (1,052) — 114,433 Net income for the period — — — — 35,687 — 35,687 Issuance of preferred shares — 1,976 1,976 — — — 1,976 Recognition of share-based compensation 13 — — — 375 — — 375

Balance as at December 31, 2015 3,350 56,871 60,221 57,615 34,635 — 152,471

The accompanying notes to the condensed interim consolidated financial statements are an integral part of this financial statement.

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Condensed Interim Consolidated Statements of Cash Flows(unaudited)

For the nine months ended December 31

(in thousands of Canadian dollars) Notes 2016 2015 $ $

CASH FLOWS FROM OPERATING ACTIVITIES: Net income 45,071 35,687 Items not affecting cash

Depreciation and amortization 6,471 4,643 Income tax expense 15,416 8,662 Interest expense 7,543 5,901 Unrealized loss on forward exchange contracts 344 1,129 Unrealized foreign exchange loss 1,538 — Write off deferred financing charges on refinancing 946 — Share-based compensation 13 2,536 375

79,865 56,397 Changes in non-cash operating items 17 (18,249) (56,206)

Income taxes paid (17,017) (3,289) Interest paid (7,895) (6,848)

Net cash from (used in) operating activities 36,704 (9,946)

CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment (15,209) (15,191) Investment in intangible assets (6,053) (4,826) Business combination 4 (500) —

Net cash used in investing activities (21,762) (20,017)

CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings on revolving facility, net of deferred financing charges of $2,271 57,554 — Borrowings on credit facility — 43,637 Repayments of credit facility (55,274) (939) Recapitalization transactions:

Borrowings on term loan, net of deferred financing charges of $2,052 and original issue discount of $2,167 11 212,519 — Repayment of subordinated debt 11 (85,306) — Redemption of Class A senior preferred shares 12 (53,144) — Redemption of Class A junior preferred shares 12 (4,063) — Return of capital on Class A common shares 12 (698) — Shareholder advance 14 (63,576) —

Issuance of subordinated debt — 2,964 Issuance of Class A senior preferred shares — 1,976

Net cash from financing activities 8,012 47,638

Increase in cash 22,954 17,675

Cash, beginning of period 7,226 5,918

Cash, end of period 30,180 23,593

The accompanying notes to the condensed interim consolidated financial statements are an integral part of this financial statement.

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Notes to the Condensed Interim Consolidated Financial Statements(unaudited)

December 31, 2016

(in thousands of Canadian dollars, except per share amounts)

Note 1. The Company

Canada Goose Holdings Inc. and its subsidiaries (the “Company” or “CGHI”) design, manufacture, and sell premium outdoor apparel for men, women andchildren. The Company’s apparel collections include various styles of parkas, jackets, vests, and accessories for fall, winter, and spring seasons. The Company’shead office is located at 250 Bowie Avenue, Toronto, Canada. The use of the terms “Canada Goose” “we,” “us” and “our” throughout these notes to the condensedinterim consolidated financial statements refer to the Company. Our fiscal year ends on March 31.

The Company comprises CGHI and its wholly-owned subsidiary, Canada Goose Inc. (“CGI”). CGI manufactures cold weather outerwear and wholly-owns CanadaGoose US, Inc. (“CGUS”), Canada Goose Trading Inc. (“CGTI”), and Canada Goose International Holdings Limited (“U.K. Holdings”). U.K. Holdings wholly-owns Canada Goose Europe AB (“CGE”), Canada Goose International AG (“SwissCo”) and Canada Goose Services Limited (“U.K. Serviceco”).

OperatingSegments

The Company classifies its business in two operating and reportable segments: Wholesale and Direct to Consumer. The Wholesale business comprises sales madeto a mix of functional and fashionable retailers, including major luxury department stores, outdoor speciality stores, and individual shops. The Company’s productsreach these retailers through a network of international distributors and direct delivery.

The Direct to Consumer business comprises sales through the country-specific e-commerce platforms and its retail stores.

Financial information for the two reportable operating segments is included in note 4.

Seasonality

We experience seasonal fluctuations in our revenue and operating results and historically have realized a significant portion of our revenue and income for the yearduring our second and third fiscal quarters.

Working capital requirements typically increase during the first and second quarters of the fiscal year as inventory builds to support peak shipping and sellingperiods and, accordingly, typically decrease during the fourth quarter of the fiscal year as inventory has been shipped and sold. Cash provided by operatingactivities is typically higher in the fourth quarter of the fiscal year due to reduced working capital requirements during that period.

Note 2. Significant accounting policies

StatementofCompliance

The condensed interim consolidated financial statements are prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim FinancialReporting”, as issued by the International Accounting Standards Board (“IASB”).

The condensed interim consolidated financial statements of the Company as at December 31, 2016 and March 31, 2016 and for the three and nine month periodsended December 31, 2016 and 2015 were authorized for issue in accordance with a resolution of the Company’s Board of Directors on February 6, 2017.

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Notes to the Condensed Interim Consolidated Financial Statements(unaudited)

December 31, 2016

(in thousands of Canadian dollars, except per share amounts) Basisofpresentation

The significant accounting policies and critical accounting estimates and judgments as disclosed in the Company’s March 31, 2016 annual consolidated financialstatements have been applied consistently in the preparation of these condensed interim consolidated financial statements. The condensed interim consolidatedfinancial statements are presented in Canadian dollars, the Company’s functional and presentation currency.

The disclosures contained in these interim statements do not include all the requirements in IFRS. Accordingly, these condensed interim consolidated financialstatements should be read in conjunction with the Company’s March 31, 2016 annual consolidated financial statements and the accompanying notes and have beenprepared using the accounting policies described in Note 2 to the annual financial statements, except as noted below.

The Company adopted amendments to IAS 1, Presentation of Financial Statements which is effective for annual periods beginning on or after January 1, 2016. Theamendments clarify principles for the presentation and materiality considerations for the financial statements and notes to improve understandability andcomparability. Implementation of the standard has not had a material effect on the condensed interim consolidated financial statements.

Principlesofconsolidation

The condensed interim consolidated financial statements include the companies described in Note 1. All intercompany accounts and transactions have beeneliminated.

Note 3. Recapitalization transactions

On December 2, 2016, the Company completed a series of share capital and debt transactions (collectively, the “Recapitalization”) to simplify its share capitalstructure and return capital to its shareholders. The effect of these transactions is summarized as follows:

a) The Company entered into a senior secured loan agreement (the “Term Loan”) (note 11).

b) With the proceeds of the Term Loan, the Company repaid its Subordinated Debt and accrued interest (note 11).

c) The Company amended its articles of incorporation to permit a share capital reorganization with the result that its classes of preferred shares have been orwill be cancelled and its existing common shares were subdivided. The amendments authorize the Company to issue preferred shares in series in the future(note 12).

d) The proceeds of the Term Loan were also used in connection with the share capital reorganization to redeem certain outstanding shares, to make certainreturn of capital distributions on outstanding common shares (note 12), and to fund a secured, non-interest bearing loan to DTR LLC, a company indirectlycontrolled by the President and Chief Executive Officer and shareholder of the Company, which will be extinguished by its settlement against the redemptionof preferred shares issued in the share reorganization (note 14).

e) The Company amended the terms of its stock option plan and changed the terms of outstanding stock options to conform with the revised share capital terms(note 13).

Note 4. Business combination

On April 18, 2016, the Company acquired the assets of an apparel manufacturing business for consideration of $1,500. Management determined that the assets andprocesses comprised a business and therefore accounted for

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Notes to the Condensed Interim Consolidated Financial Statements(unaudited)

December 31, 2016

(in thousands of Canadian dollars, except per share amounts) the transaction as a business combination. The Company paid $500 on the closing date of the transaction, with an amount payable of $500 due on May 1, 2017 andcontingent consideration with a fair value of $500 owing to the former owners upon satisfaction of additional requirements. The contingent consideration will beremeasured at its fair value at subsequent reporting dates and any resulting gain or loss included in the consolidated statement of income and comprehensiveincome. The results of operations have been consolidated with those of the Company beginning on April 18, 2016.

The fair value of the tangible assets acquired is as follows, with the excess of the purchase price over the fair value of the tangible assets acquired accounted for asgoodwill. The goodwill recognized is expected to be deductible for income tax purposes. The Company has not yet finalized its purchase accounting in respect ofthis acquisition pending finalization of the fair value of the tangible assets acquired.

Assets acquired $ Property, plant and equipment 1,000

1,000 Goodwill 500

Total assets acquired 1,500

Note 5. Segment information

The Company has two reportable operating segments: Wholesale and Direct to Consumer. The Company measures each reportable operating segment’sperformance based on revenue and segment operating income, which is the profit metric utilized by the Company’s chief operating decision maker, who is thePresident and Chief Executive Officer, for assessing the performance of operating segments. Neither reportable operating segment is reliant on any single externalcustomer.

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Notes to the Condensed Interim Consolidated Financial Statements(unaudited)

December 31, 2016

(in thousands of Canadian dollars, except per share amounts)

For the three months ended December 31, 2016

Wholesale Direct to Consumer Unallocated Total

$ $ $ $ Revenue 137,034 72,017 — 209,051 Cost of sales 71,531 17,236 — 88,767

Gross profit 65,503 54,781 — 120,284 Selling, general and administrative expenses 10,545 13,115 38,345 62,005 Depreciation and amortization — — 1,965 1,965

Operating income 54,958 41,666 (40,310) 56,314

Net interest and other finance costs 3,087

Income before income taxes 53,227

For the three months ended December 31, 2015

Wholesale Direct to Consumer Unallocated Total

$ $ $ $ Revenue 98,615 16,889 — 115,504 Cost of sales 47,729 3,846 — 51,575

Gross profit 50,886 13,043 — 63,929 Selling, general and administrative expenses 10,857 5,167 15,909 31,933 Depreciation and amortization — — 1,104 1,104

Operating income 40,029 7,876 (17,013) 30,892

Net interest and other finance costs 2,215

Income before income taxes 28,677

For the nine months ended December 31, 2016

Wholesale Direct to Consumer Unallocated Total

$ $ $ $ Revenue 273,910 78,771 — 352,681 Cost of sales 148,971 19,432 — 168,403

Gross profit 124,939 59,339 — 184,278 Selling, general and administrative expenses 23,970 17,798 68,502 110,270 Depreciation and amortization — — 4,901 4,901

Operating income 100,969 41,541 (73,403) 69,107

Net interest and other finance costs 8,620

Income before income taxes 60,487

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Notes to the Condensed Interim Consolidated Financial Statements(unaudited)

December 31, 2016

(in thousands of Canadian dollars, except per share amounts)

For the nine months ended December 31, 2015

Wholesale Direct to Consumer Unallocated Total

$ $ $ $ Revenue 229,158 19,751 — 248,909 Cost of sales 117,398 4,709 — 122,107

Gross profit 111,760 15,042 — 126,802 Selling, general and administrative expenses 22,281 7,036 43,534 72,851 Depreciation and amortization — — 3,585 3,585

Operating income 89,479 8,006 (47,119) 50,366

Net interest and other finance costs 6,017

Income before income taxes 44,349

The Company does not report total assets or total liabilities based on its operating segments.

Note 6. Earnings per share

Tranche A options to purchase common shares (note 13) are dilutive and are included in the determination of diluted earnings per share. Tranche B and Tranche Coptions to purchase common shares are contingently issuable upon attainment of performance criteria and the occurrence of an exit event, and are not included indiluted earnings per share until the criteria for issuance have been satisfied.

On December 2, 2016, in connection with the Recapitalization, the Company subdivided its outstanding Class A and Class B shares on the basis of 10,000,000shares for each outstanding common share (note 12). The terms of the outstanding stock options were adjusted to conform to the share structure after theRecapitalization (note 13). The effect of the share subdivision and corresponding adjustment to the number and terms of the outstanding stock options has beenapplied retrospectively to prior accounting periods in calculating basic and diluted earnings per share.

Three months ended

December 31 Nine months ended

December 31 2016 2015 2016 2015 $ $ $ $ Net income 39,088 21,446 45,071 35,687

Weighted average number of class A common shares outstanding 100,000,000 100,000,000 100,000,000 100,000,000 Weighted average number of shares on exercise of stock options: 1,811,155 1,655,606 1,751,470 1,622,219

Diluted weighted average number of class A common sharesoutstanding 101,811,155 101,655,606 101,751,470 101,622,219

Earnings per share Basic 0.39 0.21 0.45 0.36 Diluted 0.38 0.21 0.44 0.35

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Notes to the Condensed Interim Consolidated Financial Statements(unaudited)

December 31, 2016

(in thousands of Canadian dollars, except per share amounts) Note 7. Trade receivables

December 31

2016 March 31

2016 $ $

Trade accounts receivable 84,795 18,894 Credit card receivables 7,484 —

92,279 18,894 Less: allowance for doubtful accounts and sales allowances (3,297) (1,419)

Trade receivables, net 88,982 17,475

The aging trade receivables is as follows:

Total

Current Past due

< 30 days 31-60 days > 60 days $ $ $ $ $

Trade accounts receivable 84,795 55,250 21,364 4,489 3,692Credit card receivables 7,484 7,484 — — —

December 31, 2016 92,279 62,734 21,364 4,489 3,692Trade accounts receivable 18,894 5,507 3,757 4,254 5,376

March 31, 2016 18,894 5,507 3,757 4,254 5,376

The Company has entered into an agreement with a third party who has insured the risk of loss for up to 90% of trade accounts receivables from certain designatedcustomers based on a total deductible of $50. As at December 31, 2016, accounts receivable totaling approximately $63,732 (March 31, 2016 – $16,785), wereinsured under this agreement.

Note 8. Inventories

December 31

2016 March 31

2016 $ $ Raw materials 36,373 46,648 Work-in-process 4,243 4,706 Finished goods 56,064 68,152

Total inventories at the lower of cost and net realizable value 96,680 119,506

Included in inventory as at December 31, 2016 are provisions in the amount of $4,641 (March 31, 2016 – $3,773).

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Notes to the Condensed Interim Consolidated Financial Statements(unaudited)

December 31, 2016

(in thousands of Canadian dollars, except per share amounts) Amounts charged to cost of sales comprise the following:

For the three months ended

December 31 For the nine months ended

December 31 2016 2015 2016 2015 $ $ $ $ Cost of goods manufactured 88,193 51,229 166,833 121,049 Depreciation 574 346 1,570 1,058

88,767 51,575 168,403 122,107

Note 9. Accounts payable and accrued liabilities

Accounts payable and accrued liabilities consist of the following:

December 31

2016 March 31

2016 $ $

Trade payables 20,582 23,408 Accrued liabilities 23,836 7,032 Employee benefits 7,074 4,228 Amounts due to related parties (note 14) — 1,910 Other payables 12,750 1,873

Total 64,242 38,451

Note 10. Provisions

Provisions consist primarily of amounts recorded in respect of customer warranty obligations, terminations of sales agents and distributors, asset retirementobligations, and beginning in the current fiscal year, sales returns on Direct to Consumer sales.

The provision for warranty claims represents the present value of management’s best estimate of the future outflow of economic resources that will be requiredunder the Company’s obligations for warranties under sale of goods. The estimate has been made on the basis of historical warranty trends and may vary as a resultof new materials, altered manufacturing processes or other events affecting product quality and production.

The sales contract provision relates to management’s estimated cost of the departure of certain third party dealers, agents and distributors.

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Notes to the Condensed Interim Consolidated Financial Statements(unaudited)

December 31, 2016

(in thousands of Canadian dollars, except per share amounts) Direct to Consumer sales have a limited right of return, typically within 30 days, which was extended during the holiday shopping period to accommodate a highervolume of activity. The balance as at December 31, 2016 relates to seasonal Direct to Consumer sales over the holiday selling season.

Warranty Sales

Contracts Sales

returns Other Total $ $ $ $ $ Balance as at March 31, 2016 6,879 4,002 — 798 11,679

Additional provisions recognized 3,963 98 9,347 261 13,669 Reductions resulting from settlement (2,152) (1,019) — — (3,171) Other — — — 14 14

Balance as at December 31, 2016 8,690 3,081 9,347 1,073 22,191

Provisions are classified as current and non-current liabilities based on management’s expectation of the timing of settlement, as follows:

December 31

2016 March 31

2016 $ $

Current provisions 12,473 3,125 Non-current provisions 9,718 8,554

22,191 11,679

Note 11. Long-term debt

RevolvingFacility

On June 3, 2016, the Company entered into an agreement with a syndicate of lenders for a senior secured asset-based revolving facility (the “Revolving Facility”)in the amount of $150,000 with an increase in commitments to $200,000 during the peak season (June 1 – November 30) and a revolving credit commitmentcomprising a letter of credit commitment in the amount of $25,000, with a $5,000 sub-commitment for letters of credit issued in a currency other than Canadiandollars, U.S. Dollars or Euros, and a swingline commitment for $25,000. The Revolving Facility has a 5-year term and can be drawn in Canadian dollars, USdollars, Euros or other currencies. Amounts owing under the Revolving Facility may be borrowed, repaid and re-borrowed for general corporate purposes.

The Revolving Facility has multiple interest rate charge options that are based on the Canadian prime rate, Banker’s Acceptance rate, the lenders’ Alternate BaseRate, European Base Rate, LIBOR rate, or EURIBOR rate plus an applicable margin, with interest payable quarterly. The Company has pledged substantially all ofits assets as collateral for the Revolving Facility. The Revolving Facility contains financial and non-financial covenants which could impact the Company’s abilityto draw funds. As at December 31, 2016 and during the period the Company was in compliance with all covenants.

The amount outstanding at December 31, 2016 with respect to the Revolving Facility is $59,825 ($57,816 net of deferred financing charges of $2,009).

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Notes to the Condensed Interim Consolidated Financial Statements(unaudited)

December 31, 2016

(in thousands of Canadian dollars, except per share amounts) As at December 31, 2016, the Company had letters of credit outstanding under the Revolving Facility of $554 (March 31, 2016 – $297).

The Company used the proceeds from the Revolving Facility to repay and extinguish its previous revolving credit facility and term credit facility. As a result of theextinguishment of the revolving credit facility and term credit facility, deferred financing charges in the amount of $946 were expensed in the nine months endedDecember 31, 2016 as net interest and other finance costs.

TermLoan

On December 2, 2016, in connection with the Recapitalization, the Company entered into a senior secured loan agreement with a syndicate of lenders, the TermLoan, that is secured on a split collateral basis alongside the Revolving Facility, in an aggregate principal amount of $216,738 (US$ 162,582). The Companyincurred an original issue discount of $6,502 and transaction costs of $3,427 on the issuance of the Term Loan. The Term Loan bears interest at a rate of LIBORplus 5% payable quarterly or at the end of the then current interest period (whichever is earlier) in arrears, provided that LIBOR may not be less than 1%. TheCompany recognized the fair value of the embedded derivative liability related to the interest rate floor of $1,375 at the inception of the Term Loan. The derivativewill be remeasured at each reporting period.

The Term Loan is due on December 2, 2021, and is repayable in quarterly amounts of US$ 406 beginning June 30, 2017. Amounts owing under the Term Loanmay be repaid at any time without premium or penalty, but once repaid may not be reborrowed.

The Company has pledged substantially all of its assets as collateral for the Term Loan. The Term Loan contains financial and non-financial covenants which couldimpact the Company’s ability to draw funds. As at December 31, 2016 and during the period the Company was in compliance with all covenants.

As the Term Loan is denominated in US$, the Company remeasures the outstanding balance plus accrued interest at each balance sheet date. The amountoutstanding at December 31, 2016 with respect to the Term Loan is as follows:

$ Term Loan 218,298 Less: Unamortized costs (9,810)

208,488 Less: Current portion of Term Loan (1,637)

Long-term portion of Term Loan 206,851

Future minimum principal repayments of the Term Loan as at December 31, 2016 are:

Fiscal year US$ 2018 1,626 2019 1,626 2020 1,626 2021 1,626 2022 156,078

162,582

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Notes to the Condensed Interim Consolidated Financial Statements(unaudited)

December 31, 2016

(in thousands of Canadian dollars, except per share amounts) Subordinateddebt

On December 2, 2016, in connection with the Recapitalization, the Company repaid the outstanding amounts of its subordinated debt plus accrued interest owing toan entity related to the majority shareholder of the Company as follows:

$ Senior subordinated note 79,716 Junior subordinated note 5,590 Accrued interest 5,732

91,038

The repayment was financed from the proceeds of the Term Loan.

Netinterestandotherfinancecosts

Net interest and other finance costs consist of the following:

For the three months ended

December 31 For the nine months ended

December 31 2016 2015 2016 2015 $ $ $ $Interest expense

Revolving facility 856 — 2,093 — Term loan 1,233 — 1,233 — Credit facility

Revolving credit facility — 723 337 1,483Term credit facility — 73 56 228

Subordinated debt 956 1,407 3,822 4,173Bank indebtedness — 4 2 17

Other 3 3 14 9Standby fees 39 5 119 111Write off deferred financing costs on refinancing — — 946 —

Interest expense and other financing costs 3,087 2,215 8,622 6,021Interest income — — (2) (4)

Net interest and other financing charges 3,087 2,215 8,620 6,017

Note 12. Shareholders’ equity

In connection with the Recapitalization, the following share capital transactions were completed on December 2, 2016:

1. The 53,144,000 outstanding Class A senior preferred shares were redeemed for their capital amount of $53,144.

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Notes to the Condensed Interim Consolidated Financial Statements(unaudited)

December 31, 2016

(in thousands of Canadian dollars, except per share amounts) 2. The 3,426,892 outstanding Class A junior preferred shares were redeemed under their terms for their liquidity value of $4,063. The excess of the redemption

price paid over the stated capital amount for the shares of $336 has been charged to retained earnings.

3. The Company has subdivided the existing Class A and Class B common shares on the basis of 10,000,000 common shares for every share.

4. A return of capital of $698 was paid on the Class A common shares.

5. In a series of transactions, the outstanding Class B senior preferred shares, the Class B junior preferred shares and the Class B common shares have beenexchanged into 63,576,003 Class D preferred shares with a fixed value of $63,576 and 30,000,000 Class A common shares. As a result of the exchange,$56,940 was charged as a reduction of contributed surplus, and $6,636 was charged to retained earnings.

6. The Class D preferred shares are non-voting, redeemable by the Company, retractable by the holder, and are in preference and priority to any payment ordistribution of the assets of the Company to the holders of any other class of shares; accordingly, the redemption value of $63,576 is recorded as a financialliability. The Class D preferred shares are also pledged as collateral for the shareholder advance of $63,576 (note 14); when the shares are redeemed orretracted, the redemption amount will automatically be applied to settle the shareholder advance. The obligation related to the Class D preferred shares andthe shareholder advance receivable have been recorded at the net liability value of nil in these condensed interim consolidated financial statements.Subsequent to the end of the period on January 31, 2017, the Class D preferred shares were redeemed and the shareholder advance was settled in full.

After the Recapitalization, the authorized and issued share capital of the Company is as follows:

Authorized:

The authorized share capital of the Company consists of an unlimited number of common shares without par value and an unlimited number of preferred shareswithout par value, issuable in series.

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Notes to the Condensed Interim Consolidated Financial Statements(unaudited)

December 31, 2016

(in thousands of Canadian dollars, except per share amounts) Issued:

The effect of the recapitalization transactions on the issued and outstanding share capital of the company is described below: Common Shares Preferred Shares

Class A Class B Class A senior

preferred Class A junior

preferred Class B senior

preferred Class B junior

preferred Class D

preferred Number $ Number $ Number $ Number $ Number $ Number $ Number $ Balance, as at March 31, 2016 7 3,350 3 — 53,144,000 53,144 3,426,892 3,727 22,776,000 — 34,164,000 — — — Recapitalization transactions:

Repurchase Class A senior preferredshares — — — — (53,144,000) (53,144) — — — — — — — —

Redeem Class A junior preferredshares — — — — — — (3,426,892) (3,727) — — — — — —

Subdivide Class A and Class Bcommon shares 69,999,993 — 29,999,997 — — — — — — — — — — —

Return of capital on Class Acommon shares — (698) — — — — — — — — — — —

Exchange all Class B preferred andcommon shares for Class Dpreferred shares and Class Acommon shares 30,000,000 — (30,000,000) — — — — — (22,776,000) — (34,164,000) 63,576,003 —

Balance, as at December 31, 2016 100,000,000 2,652 — — — — — — — — — — 63,576,003 —

Note 13. Share-based payments

Under the terms of the Company’s stock option plan (the “Plan”), options may be granted on Class A common shares, to a maximum of 11,111,111 options, toselect executives of the Company, with vesting contingent upon meeting the service, performance goals and exit event conditions of the Plan. All options are issuedat an exercise price that is not less than market value at the time of grant and expire ten years after the grant date.

Service-vestedoptions

Service-vested options, which are hereby referred to as Tranche A options, are subject to the executive’s continuing employment and generally are scheduled tovest 40% on the second anniversary of the date of grant, 20% on the third anniversary, 20% on the fourth anniversary and 20% on the fifth anniversary.

Performance-vestedexiteventoptions

There are two types of performance-vested options tied to an exit event, which are hereby referred to as Tranche B and Tranche C options, that are eligible to veston a pro-rata basis upon an exit event pursuant to which the aggregate common equity value is in excess of specified rates of return on total investment, subject tothe executive’s continued employment through the date of the exit event.

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Notes to the Condensed Interim Consolidated Financial Statements(unaudited)

December 31, 2016

(in thousands of Canadian dollars, except per share amounts) Compensation expense for share-based compensation granted is measured at the fair value at the grant date using the Monte Carlo valuation model.

In connection with the Recapitalization, on December 2, 2016 all of the outstanding options were amended to become options to acquire Class A common shares ofthe Company, and the number and exercise price of the outstanding options were adjusted to conform with the revised share capital structure (note 12).

In the nine month period ended December 31, 2016 the Company granted 1,131,865 options under its stock option plan to purchase Class A common shares atexercise prices ranging from $4.62 to $8.94 per share after giving effect to the Recapitalization. Options to purchase 222,222 shares at a price of $1.79 per sharewere cancelled.

After the Recapitalization there are 6,359,785 options outstanding, of which 791,765 are vested. Of the outstanding stock options, 2,119,920 are Tranche A optionsthat are service vested options; the remainder are Tranche B and Tranche C options, performance-vested exit event options that vest on a pro-rata basis upon theoccurrence of an exit event.

The following table summarizes information about stock options outstanding and exercisable at December 31, 2016, after giving effect to the Recapitalizationadjustments: Options Outstanding Options Exercisable

Exercise price Number

Weighted Average

Remaining Life in Years Number

Weighted Average

Remaining Life in Years

$ 0.02 3,561,258 7 695,471 7 $ 1.90 55,555 7 18,518 7 $ 0.25 222,222 8 18,518 8 $ 2.37 55,555 8 29,629 8 $ 1.79 1,333,330 8 29,629 8 $ 4.62 1,078,682 9 — $ 8.94 53,183 10 —

6,359,785 791,765

On each vesting date, Tranche B and Tranche C options become eligible to vest upon the occurrence of an exit event. As at December 31, 2016 there are 1,583,542Tranche B and Tranche C options that are eligible to vest immediately upon the occurrence of an exit event.

Accountingforshare-basedawards

During the nine month period ended December 31, 2016, the Company’s regular review of equity instruments expected to vest resulted in increases to cumulativeexpenses recognized as share-based compensation in the period. For the three and nine months ended December 31, 2016, the Company recorded $1,035 and$2,536, respectively, as contributed surplus and compensation expense for the vesting of stock options (2015 – $125 and $375, respectively). Share-basedcompensation expense is included in selling, general and administrative expenses.

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Notes to the Condensed Interim Consolidated Financial Statements(unaudited)

December 31, 2016

(in thousands of Canadian dollars, except per share amounts) The assumptions used to measure the fair value of options granted during the three and nine months ended December 31, 2016 under the Monte Carlo optionpricing model at the grant date were as follows:

For the nine months ended

December 31 2016 Stock price valuation $ 5.93 to $9.51 Exercise price $ 4.62 to $8.94 Risk-free interest rate 0.51% Expected life in years 10 Expected dividend yield — % Volatility 30% Fair value of options issued in the period $8.94

Note 14. Related party transactions

During the three and nine month periods ended December 31, 2016, the Company incurred management fees of $1,348 and $1,560, respectively (2015 – $477 and$647, respectively) and interest expense of $955 and $3,822, respectively (2015 – $1,407 and $4,173, respectively) on the subordinated debt due to a related entity,and travel expenses of $555 (December 31, 2015 – $371) paid to companies related to the shareholders. These transactions are in the normal course of operationsand are measured at the fair value, which is the consideration established and agreed to by the parties.

As at March 31, 2016 accrued interest due to the same entity of $1,910 was included in the accounts payable and accrued liabilities. The subordinated debt andaccrued interest has been repaid in full as at December 31, 2016.

In the nine month period ended December 31, 2016, expenses paid to an affiliate controlled by the majority shareholder for IT services in the amount of $110(December 31, 2015 – $168) were recognized.

In connection with the Recapitalization, the Company made a secured, demand, non-interest bearing shareholder advance of $63,576 to an entity indirectlycontrolled by the President and Chief Executive Officer, to be extinguished by its settlement against the redemption price for the redemption of the Class Dpreferred shares. DTR LLC pledged all of the Class D preferred shares as collateral for the shareholder advance. Subsequent to the end of the period on January 31,2017, the Class D preferred shares were redeemed and the shareholder advance was settled in full.

Note 15. Financial instruments and fair value

Management assessed that the fair values of cash, trade receivables, and accounts payable and accrued liabilities approximate their carrying amounts as atDecember 31 and March 31, 2016, largely due to the short-term maturities of these instruments.

Management assessed that the term loan had a fair value that approximated its amortized cost due to the short time that has elapsed since the Company entered intothe arrangement (March 31, 2016 – nil). The fair value of the subordinated debt as at March 31, 2016 is based on the equivalent dollar amount of common sharesthat are to be received upon conversion of the subordinated debt, and is equal to the carrying amount of the debt.

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Notes to the Condensed Interim Consolidated Financial Statements(unaudited)

December 31, 2016

(in thousands of Canadian dollars, except per share amounts) DerivativeFinancialInstruments

During the three and nine month periods ended December 31, 2016 the Company entered into foreign exchange forward contracts to sell U.S. dollars, Euro, andPound Sterling. An unrealized mark-to-market gain of $127 and loss of $344 was recorded in selling, general and administrative expenses in the three and ninemonth periods ended December 31, 2016, respectively (2015 – a gain of $2,469 and loss of $1,129 in the three and nine month periods, respectively). As atDecember 31, 2016, the Company has derivative liabilities of $1 related to foreign exchange forward contracts which are included in accounts payable and accruedliabilities (a derivative asset of $4,422 in other current assets as at March 31, 2016). On December 2, 2016 the Company entered into a term loan agreement (note11) and recognized the fair value of a related derivative liability in the amount of $1,375 which is included in other long-term liabilities.

As at December 31, 2016, the Company had foreign exchange forward contracts representing notional amounts of US$11,500 to buy Canadian dollars and sell U.S.dollars, € 5,000 to buy Canadian dollars and sell Euros, £4,500 to buy Canadian dollars and sell Pounds Sterling, and CHF1,000 to buy Swiss Francs and sellCanadian dollars (as at March 31, 2016 – notional amounts of US$30,500 to buy Canadian dollars and sell U.S. dollars, € 4,000 to buy Canadian dollars and sellEuros, and £1,500 to buy Canadian dollars and sell Pounds Sterling).

During the nine months ended December 31, 2016, the Company settled foreign exchange forward contracts and realized a gain of $4,079 (2015 – nil), which hasbeen recorded in selling, general and administrative expenses.

FairValue

The following table presents the fair values and fair value hierarchy of the Company’s financial instruments and excludes financial instruments carried at amortizedcost that are short-term in nature: December 31, 2016 March 31, 2016

Level 1 Level 2 Level 3 Carrying

value Fair Value Level 1 Level 2 Level 3

Carrying value

Fair Value

$ $ $ $ $ $ $ $ $ $ Financial assets Cash 30,180 — — 30,180 30,180 7,226 — — 7,226 7,226 Derivatives included in other current assets — — — — — — 4,422 — 4,422 4,422

Financial liabilities Derivatives included in accounts payable and

accrued liabilities — 1 — 1 1 — — — — — Derivatives included in other long-term liabilities — 1,375 — 1,375 1,375 — — — — — Credit facility — — 59,825 59,825 47,177 — — 55,202 55,202 46,179 Term loan — — 218,298 218,298 218,298 — — — — — Subordinated debt — — — — — — — 85,306 85,306 85,306

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Notes to the Condensed Interim Consolidated Financial Statements(unaudited)

December 31, 2016

(in thousands of Canadian dollars, except per share amounts) Note 16. Leases

The Company has operating lease commitments for future periods, expiring as follows:

$ Not later than 1 year 9,921 Later than 1 year and not later than 3 years 20,596 Later than 4 years and not later than 5 years 21,178 Later than 5 years 44,612

96,307

Beginning in the three month period ended December 31, 2016, the Company also has an obligation to pay contingent rent based on a percentage of sales inconnection with a retail store lease.

Note 17. Selected cash flow information

Changes in non-cash working capital items consist of the following:

For the nine months ended

December 31 2016 2015 $ $ Trade receivables (71,507) (64,519) Inventories 22,826 (18,275) Other current assets (1,357) 5,747 Accounts payable and accrued liabilities 21,274 18,072 Provisions 10,512 2,400 Other 3 369

Change in non-cash working capital (18,249) (56,206)

For the nine months ended December 31

2016 2015 $ $ Non-cash transaction:

Issuance of Class D preferred shares in exchange for Class B seniorpreferred shares and Class B junior preferred shares 63,576 —

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Canada Goose Holdings Inc.

Subordinate voting shares

Prospectus

CIBC Capital Markets Credit Suisse Goldman, Sachs & Co. RBC Capital Markets

BofA Merrill Lynch Morgan Stanley Barclays BMO Capital Markets TD Wells Fargo Securities

Baird Canaccord Genuity Nomura

, 2017

Through and including , (25 days after the commencement of this offering), all dealers that effect transactions in our subordinate votingshares, whether or not participating in this offering, may be required to deliver a prospectus. This delivery is in addition to a dealer’s obligation to delivera prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

Table of Contents

Part II

Information Not Required in Prospectus Item 6. Indemnification of Directors and Officers

Sections 159 to 164 of the BCBCA authorize companies to indemnify past and present directors, officers and certain other individuals for the liabilities incurred inconnection with their services as such (including costs, expenses and settlement payments) unless such individual did not act honestly and in good faith with a viewto the best interests of the company and, in the case of a criminal or administrative proceeding, if such individual did not have reasonable grounds for believing hisor her conduct was lawful. In the case of a suit by or on behalf of the corporation, a court must approve the indemnification.

Upon completion of this offering, our articles will provide that we shall indemnify directors and officers to the extent required or permitted by law.

Prior to the completion of this offering, we intend to enter into agreements with our directors and certain officers (each an “Indemnitee” under such agreements) toindemnify the Indemnitee, to the fullest extent permitted by law and subject to certain limitations, against all liabilities, costs, charges and expenses reasonablyincurred by an Indemnitee in an action or proceeding to which the Indemnitee was made a party by reason of the Indemnitee being an officer or director of (i) ourcompany or (ii) an organization of which our company is a shareholder or creditor if the Indemnitee serves such organization at our request.

We maintain insurance policies relating to certain liabilities that our directors and officers may incur in such capacity.

Item 7. Recent Sales of Unregistered Securities

During fiscal 2014, in connection with the Acquisition, we issued six Class A Common Shares and 53,144,000 Class A Senior Preferred Shares, to investmentfunds advised by Bain Capital for aggregate consideration of $136.9 million and we issued three Class B Common Shares, 22,776,000 Class B Senior PreferredShares and 34,164,000 Class B Junior Preferred Shares to Black Feather Holdings Incorporated, an affiliate of Dani Reiss for aggregate consideration of $56.9million.

During fiscal 2015 we issued 1,659,577 Class A Junior Preferred Shares to investment funds advised by Bain Capital for aggregate consideration of $1,750,695.

During fiscal 2016 we issued 1,767,315 Class A Junior Preferred Shares to investment funds advised by Bain Capital for aggregate consideration of $1,976,209.

Since April 1, 2016, we issued 30,000,000 Class A Common Shares and 63,576,003 Class D Preferred Shares to DTR LLC in exchange for 30,000,000 Class BCommon Shares, 22,776,000 Class B Senior Preferred Shares and 34,164,000 Class B Junior Preferred Shares.

These Shares were issued without registration in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506promulgated thereunder.

During fiscal 2015, we have granted to certain of our employees options to purchase an aggregate of 3,694,776 Class B Common Shares at exercise prices rangingfrom $1.00 to $2.06 and options to purchase an aggregate of 5,542,163 Class A Junior Preferred Shares at exercise prices ranging from $1.00 to $2.06.

During fiscal 2016, we have granted to certain of our employees options to purchase an aggregate of 1,180,720 Class B Common Shares at exercise prices rangingfrom $2.06 to $3.55 and options to purchase an aggregate of 1,771,079 Class A Junior Preferred Shares at exercise prices ranging from $2.06 to $3.55.

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Since April 1, 2016, we have granted to certain of our employees options to purchase an aggregate of 481,775 Class B Common Shares at an exercise price of$3.55, options to purchase an aggregate of 722,662 Class A Junior Preferred Shares at an exercise price of $3.55, options to purchase an aggregate of 53,183 ClassA Common Shares at an exercise price of $8.94 and to certain non-employee directors, options to purchase an aggregate of 133,332 Class A Common Shares at anexercise price of $8.94. In connection with the Recapitalization, all of the options to purchase Class B Common Shares and Class A Junior Preferred Shares thatwere outstanding at that time under the Legacy Option Plan were exchanged for new options to purchase Class A Common Shares, including the issuance of116,818 new options, at a weighted average exercise price of $1.26 per Class A Common Share.

These options were issued under the Securities Act and pursuant to Rule 701 under the Securities Act as transactions pursuant to written compensatory plans orpursuant to a written contract relating to compensation.

Item 8. Exhibits and Financial Statement Schedules

(a) Exhibits Exhibit Number Exhibit Title

1.1** Form of Underwriting Agreement

3.1** Form of Articles of Canada Goose Holdings Inc.

4.1** Form of Share Certificate

5.1** Opinion of Stikeman Elliott LLP

10.1 Investor Rights Agreement by and among Canada Goose Holdings Inc. and certain shareholders of Canada Goose Holdings Inc.

10.2**

Form of Coattail Agreement, between Canada Goose Holdings Inc. certain shareholders of Canada Goose Holdings Inc. and ComputershareTrust Company of Canada

10.3**

Credit Agreement dated June 3, 2016, by and among Canada Goose Holdings Inc., Canada Goose Inc., Canada Goose International AG andCanadian Imperial Bank of Commerce

10.4**

Credit Agreement dated December 2, 2016, by and among Canada Goose Holdings Inc., Canada Goose Inc. and Credit Suisse AG, CaymanIslands Branch

10.5** DTR LLC Promissory Note dated December 2, 2016, in favor of Canada Goose Holdings Inc.

10.6** Limited Recourse Securities Pledge Agreement dated December 2, 2016, by DTR LLC in favour of Canada Goose Holdings Inc.

10.7**

Share Redemption Agreement dated January 31, 2017, by and between DTR LLC and Canada Goose Holdings Inc. relating to redemption of theClass D Preferred Shares

10.8**

Set-Off and Cancellation Agreement dated January 31, 2017, by and between DTR LLC and Canada Goose Holdings Inc. relating to redemptionof the Class D Preferred Shares and cancellation of the DTR Promissory Note

10.9**

Canada Goose Holdings Inc. Promissory Note in favour of DTR LLC dated January 31, 2017, exchanged for cancellation of the DTR PromissoryNote

10.10** Lease Agreement dated February 3, 2012, by and between 250 Bowie Holdings Inc., as Landlord and Canada Goose Inc., as Tenant

10.11**

First Lease Expansion and Amending Agreement dated July 1, 2013, by and between 250 Bowie Holdings Inc., as Landlord and Canada GooseInc., as Tenant

10.12**

Second Lease Expansion and Amending Agreement dated January 27, 2014, by and between 250 Bowie Holdings Inc., as Landlord and CanadaGoose Inc., as Tenant

10.13**

Third Lease Expansion and Amending Agreement dated November 14, 2014, by and between 250 Bowie Holdings Inc., as Landlord and CanadaGoose Inc., as Tenant

10.14**

Fourth Lease Expansion and amending Agreement dated April 30, 2015, by and between 250 Bowie Holdings Inc., as Landlord and CanadaGoose Inc., as Tenant

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Exhibit Number Exhibit Title

10.15**

Fifth Lease Expansion and Amending Agreement dated June 8, 2016, by and between 250 Bowie Holdings Inc., as Landlord and Canada GooseInc., as Tenant

10.16**

Management Agreement dated December 9, 2013, by and among Canada Goose Holdings Inc., Canada Goose Products Inc. and Bain CapitalPartners, LLC

10.17** Form of Canada Goose Holdings Inc. Amended and Restated Stock Option Plan

10.18 Form of Omnibus Incentive Plan to be effective upon the consummation of this offering

10.19** Form of Option Agreement under the Omnibus Incentive Plan

10.20** Employment Agreement dated December 9, 2013, by and between Canada Goose Products Inc. and Dani Reiss

10.21** Board Director’s Agreement dated September 17, 2015, by and between Canada Goose International AG and Daniel Reiss,

10.22** Letter Agreement dated October 21, 2010, by and between Canada Goose Inc. and Paul Riddlestone

10.23** Termination Letter of Paul Riddlestone, dated January 10, 2017

10.24** Settlement Agreement dated January 10, 2017, by and among Canada Goose Inc., Canada Goose Holdings Inc. and Paul Riddlestone

10.25** Letter Agreement dated November 9, 2015, by and between Canada Goose Inc. and Scott Cameron

10.26** Letter Agreement dated February 1, 2017, by and between Canada Goose Holdings Inc. and Jean-Marc Huët

10.27** Letter Agreement dated February 1, 2017, by and between Canada Goose Holdings Inc. and Stephen Gunn

10.28** Form of Indemnification Agreement for Directors and Officers

10.29 Form of Employee Share Purchase Plan to be effective upon the consummation of this offering

10.30 Amended and Restated Employment Agreement dated March 9, 2017, by and between Canada Goose Inc. and Dani Reiss

21.1** Subsidiaries of Canada Goose Holdings Inc.

23.1 Consent of Deloitte LLP

23.2** Consent of Stikeman Elliott LLP (included in Exhibit 5.1)

99.1** Application for Waiver of Requirements of Form 20-F, Item 8.A.4 ** Previously filed.

(b) Financial Statement Schedules

All schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

Item 9. Undertakings

The undersigned Registrant hereby undertakes:

(1) That for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of thisregistration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) underthe Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) That for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shallbe deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be theinitial bona fide offering thereof.

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(3) For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filedpursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectusesfiled in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided,however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemedincorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of saleprior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement ormade in any such document immediately prior to such date of first use.

(4) The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement,regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of thefollowing communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersignedregistrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securitiesprovided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(5) To provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names asrequired by the underwriters to permit prompt delivery to each purchaser.

(6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of theRegistrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission suchindemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnificationagainst such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in thesuccessful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, theRegistrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the questionwhether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements forfiling on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Toronto,Canada on this 10 th day of March 2017.

CANADA GOOSE HOLDINGS INC.

By: /s/ Dani ReissName: Dani ReissTitle: President and Chief Executive Officer

***

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the datesindicated.

Signature Title Date

/s/ Dani ReissDani Reiss

President and Chief Executive Officer & Director(Principal Executive Officer)

March 10, 2017

/s/ John BlackJohn Black

Chief Financial Officer(Principal Financial Officer)

March 10, 2017

/s/ David AllenDavid Allen

Vice President, Corporate Controller(Controller)

March 10, 2017

*Ryan Cotton

Director

March 10, 2017

*Joshua Bekenstein

Director

March 10, 2017

*Stephen Gunn

Director

March 10, 2017

*Jean-Marc Huët

Director

March 10, 2017

*By: /s/ Dani Reiss

Attorney-in-Fact

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Authorized Representative

Pursuant to the requirements of the Securities Act of 1933, the Registrant’s duly authorized representative has signed this registration statement on Form F-1, in theCity of Boston, Massachusetts, on March 10, 2017.

By: /s/ Ryan CottonName: Ryan CottonTitle: Authorized Representative in the United States

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EXHIBIT INDEX Exhibit Number Exhibit Title

1.1** Form of Underwriting Agreement

3.1** Form of Articles of Canada Goose Holdings Inc.

4.1** Form of Share Certificate

5.1** Opinion of Stikeman Elliott LLP

10.1 Investor Rights Agreement by and among Canada Goose Holdings Inc. and certain shareholders of Canada Goose Holdings Inc.

10.2**

Form of Coattail Agreement, between Canada Goose Holdings Inc. certain shareholders of Canada Goose Holdings Inc. and ComputershareTrust Company of Canada

10.3**

Credit Agreement dated June 3, 2016, by and among Canada Goose Holdings Inc., Canada Goose Inc., Canada Goose International AG andCanadian Imperial Bank of Commerce

10.4**

Credit Agreement dated December 2, 2016, by and among Canada Goose Holdings Inc., Canada Goose Inc. and Credit Suisse AG, CaymanIslands Branch

10.5** DTR LLC Promissory Note dated December 2, 2016, in favor of Canada Goose Holdings Inc.

10.6** Limited Recourse Securities Pledge Agreement dated December 2, 2016, by DTR LLC in favour of Canada Goose Holdings Inc.

10.7**

Share Redemption Agreement dated January 31, 2017, by and between DTR LLC and Canada Goose Holdings Inc. relating to redemption of theClass D Preferred Shares

10.8**

Set-Off and Cancellation Agreement dated January 31, 2017, by and between DTR LLC and Canada Goose Holdings Inc. relating to redemptionof the Class D Preferred Shares and cancellation of the DTR Promissory Note

10.9**

Canada Goose Holdings Inc. Promissory Note in favour of DTR LLC dated January 31, 2017, exchanged for cancellation of the DTR PromissoryNote

10.10** Lease Agreement dated February 3, 2012, by and between 250 Bowie Holdings Inc., as Landlord and Canada Goose Inc., as Tenant

10.11**

First Lease Expansion and Amending Agreement dated July 1, 2013, by and between 250 Bowie Holdings Inc., as Landlord and Canada GooseInc., as Tenant

10.12**

Second Lease Expansion and Amending Agreement dated January 27, 2014, by and between 250 Bowie Holdings Inc., as Landlord and CanadaGoose Inc., as Tenant

10.13**

Third Lease Expansion and Amending Agreement dated November 14, 2014, by and between 250 Bowie Holdings Inc., as Landlord and CanadaGoose Inc., as Tenant

10.14**

Fourth Lease Expansion and amending Agreement dated April 30, 2015, by and between 250 Bowie Holdings Inc., as Landlord and CanadaGoose Inc., as Tenant

10.15**

Fifth Lease Expansion and Amending Agreement dated June 8, 2016, by and between 250 Bowie Holdings Inc., as Landlord and Canada GooseInc., as Tenant

10.16**

Management Agreement dated December 9, 2013, by and among Canada Goose Holdings Inc., Canada Goose Products Inc. and Bain CapitalPartners, LLC

10.17** Form of Canada Goose Holdings Inc. Amended and Restated Stock Option Plan

Table of Contents

Exhibit Number Exhibit Title

10.18 Form of Omnibus Incentive Plan to be effective upon the consummation of this offering

10.19** Form of Option Agreement under the Omnibus Incentive Plan

10.20** Employment Agreement dated December 9, 2013, by and between Canada Goose Products Inc. and Dani Reiss

10.21** Board Director’s Agreement dated September 17, 2015, by and between Canada Goose International AG and Daniel Reiss,

10.22** Letter Agreement dated October 21, 2010, by and between Canada Goose Inc. and Paul Riddlestone

10.23** Termination Letter of Paul Riddlestone, dated January 10, 2017

10.24** Settlement Agreement dated January 10, 2017, by and among Canada Goose Inc., Canada Goose Holdings Inc. and Paul Riddlestone

10.25** Letter Agreement dated November 9, 2015, by and between Canada Goose Inc. and Scott Cameron

10.26** Letter Agreement dated February 1, 2017, by and between Canada Goose Holdings Inc. and Jean-Marc Huët

10.27** Letter Agreement dated February 1, 2017, by and between Canada Goose Holdings Inc. and Stephen Gunn

10.28** Form of Indemnification Agreement for Directors and Officers

10.29 Form of Employee Share Purchase Plan to be effective upon the consummation of this offering

10.30 Amended and Restated Employment Agreement dated March 9, 2017 by and between Canada Goose Inc. and Dani Reiss

21.1** Subsidiaries of Canada Goose Holdings Inc.

23.1 Consent of Deloitte LLP

23.2** Consent of Stikeman Elliott LLP (included in Exhibit 5.1)

99.1** Application for Waiver of Requirements of Form 20-F, Item 8.A.4 ** Previously filed.

Exhibit 10.1

INVESTOR RIGHTS AGREEMENT

BY AND AMONG

CANADA GOOSE HOLDINGS INC.

AND

CERTAIN SHAREHOLDERS

DATED AS OF MARCH 6, 2017

TABLE OF CONTENTS ARTICLE I EFFECTIVENESS 1

Section 1.1. Effectiveness 1

ARTICLE II DEFINITIONS 2 Section 2.1. Definitions 2

Section 2.2. Other Interpretive Provisions 8

ARTICLE III REGISTRATION RIGHTS 9 Section 3.1. Demand Registration 9

Section 3.2. Shelf Registration 12

Section 3.3. Piggyback Registration 15

Section 3.4. Lock-Up Agreements 17

Section 3.5. Registration Procedures 17

Section 3.6. Underwritten Offerings 24

Section 3.7. No Inconsistent Agreements; Additional Rights 26

Section 3.9. Registration Expenses 26

Section 3.9. Indemnification 26

Section 3.10. Rules 144 and 144A and Regulation S 30

Section 3.11. Existing Registration Statements 30

ARTICLE IV GOVERNANCE 31 Section 4.1 Board Nomination Rightsts 31

Section 4.2. Board Committees 33

Section 4.3. Expenses 34

Section 4.4. Written Consent or Resolutions 34

Section 4.5. Quorum 34

Section 4.6. Remedies 34

ARTICLE V MISCELLANEOUS 34 Section 5.1. Authority; Effect 34

Section 5.2. Notices 35

Section 5.3. Termination and Effect of Termination 36

Section 5.4. Permitted Transferees 36

Section 5.5. Remedies 36

Section 5.6. Amendments 37

Section 5.7. Governing Law 37

Section 5.8. Consent to Jurisdiction 37

Section 5.9. WAIVER OF JURY TRIAL 38

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Section 5.10. Merger; Binding Effect, Etc. 38

Section 5.11. Counterparts 38

Section 5.12 Severability 38

Section 5.13. No Recourse 38

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This INVESTOR RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “ Agreement ”), dated as ofMarch 6, 2017 is made by and among:

i. Canada Goose Holdings, Inc., a company organized under the laws of British Columbia (the “ Company ”);

ii. Brent (BC) Participation S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée) having its registered office at 4, rueLou Hemmer, L-1748 Luxembourg, Grand Duchy of Luxembourg and having a share capital of CAD 25,000.-, in the process of registration with theLuxembourg Register of Commerce and Companies (together with its beneficial owners and its and their Permitted Transferees, the “ BCP Investors”); and

iii. Daniel Reiss, together with DTR LLC, a Delaware Limited Liability Company, and their Permitted Transferees (the “ Reiss Investors ” and togetherwith the BCP Investors, the “ Investors ”).

RECITALS

WHEREAS, the Company is contemplating an underwritten initial public offering of its subordinate voting shares pursuant to an effective registrationstatement filed with the Securities and Exchange Commission on Form F-1 in the United States and a prospectus filed with the securities regulatory authorities ineach of the provinces and territories of Canada (the “IPO”); and

WHEREAS, the parties believe that it is in the best interests of the Company and the other parties hereto to set forth their agreements regarding rights asinvestors in the Company.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good andvaluable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

EFFECTIVENESS

Section 1.1. Effectiveness . This Agreement shall become effective immediately upon the termination of that certain Shareholders Agreement dated as ofDecember 9, 2013 among Canada Goose Holdings Inc., and the Shareholders named therein.

ARTICLE II

DEFINITIONS

Section 2.1. Definitions . As used in this Agreement, the following terms shall have the following meanings:

“ Adverse Disclosure ” means public disclosure of material non-public information that, in the good faith judgment of the Board: (i) would be required to bemade in any Registration Statement filed with the SEC or any Canadian Preliminary Prospectus or Canadian Prospectus filed with any Canadian SecuritiesAuthority so that, in the case of a Registration Statement, such Registration Statement, from and after its effective date, does not contain an untrue statement of amaterial fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or, in the case of a CanadianPreliminary Prospectus or Canadian Prospectus, so that such Canadian Preliminary Prospectus or Canadian Prospectus contain full, true and plain disclosure of allmaterial facts relating to the securities distributed thereunder and does not contain a misrepresentation; (ii) would not be required to be made at such time but forthe filing, effectiveness or continued use of such Registration Statement or the filing of such Canadian Preliminary Prospectus or Canadian Prospectus; and (iii) theCompany has a bona fide business purpose for not disclosing publicly.

“ Affiliate ” means, with respect to any specified Person, (a) any Person that directly or indirectly through one or more intermediaries controls, or iscontrolled by, or is under common control with, such specified Person or (b) in the event that the specified Person is a natural Person, a Member of the ImmediateFamily of such Person; provided that the Company and each of its subsidiaries shall be deemed not to be Affiliates of any Holder. As used in this definition, theterm “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whetherthrough ownership of voting securities, by contract or otherwise.

“ Agreement ” shall have the meaning set forth in the preamble.

“ Articles ” means the articles of the Company, as they will be in effect upon completion of the IPO, as amended from time to time.

“ Board ” means the board of directors of the Company.

“ BCBCA ” means the BusinessCorporationsAct(British Columbia).

“ BCP Group Director ” means a Director that has been designated by the BCP Group Permitted Holders for election as Nominee or appointment pursuant toSection 4.1.

“ BCP Group Permitted Holders ” means the Bain Group Permitted Holders, as such term is defined the Articles.

“ Bought Deal ” means an Underwritten Public Offering made on a “bought deal” basis in one or more Canadian province or territory pursuant to which anunderwriter has committed to purchase securities of the Company in a “bought deal” letter prior to the filing of a prospectus under applicable Canadian SecuritiesLaws, as permitted by NI 44-101.

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“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City ofNew York or City of Toronto.

“ Canadian Base Shelf Prospectus ” shall have the meaning set forth in Section 3.2.8(a).

“ Canadian Preliminary Prospectus ” means a preliminary prospectus in respect of Subordinate Voting Shares or other securities which (unless the contextrequires otherwise) has been filed with and a receipt or mutual reliance review decision document issued therefor by the applicable Canadian Securities Authorities,including, without limitation all amendments and all supplements thereto and all documents incorporated or deemed to be incorporated by reference therein.

“ Canadian Prospectus ” means a (final) prospectus in respect of Subordinate Voting Shares or other securities which (unless the context requires otherwise)has been filed with and a receipt or mutual reliance review decision document issued therefor by the applicable Canadian Securities Authorities, including, withoutlimitation all amendments and all supplements thereto and all documents incorporated or deemed to be incorporated by reference therein, and includes, asapplicable, a Canadian Base Shelf Prospectus and a Canadian Shelf Supplement.

“ Canadian Securities Authorities ” means any of the British Columbia Securities Commission, Alberta Securities Commission, Financial and ConsumerAffairs Authority of Saskatchewan, Manitoba Securities Commission, Ontario Securities Commission, Autorité des marchés financiers (Québec), Financial andConsumer Services Commission (New Brunswick), Nova Scotia Securities Commission, Office of the Superintendent of Securities (Prince Edward Island), Officeof the Superintendent of Securities (Newfoundland and Labrador), Office of the Superintendent of Securities (Northwest Territories), Office of the YukonSuperintendent of Securities, Nunavut Securities Office, and any of their successors.

“ Canadian Securities Laws ” means the securities laws, regulations and rules of each of the provinces and territories of Canada, the forms and disclosurerequirements made or promulgated under those laws, regulations or rules, the policy statements, rules, orders and companion policies of or administered by theCanadian Securities Authorities, and applicable discretionary rulings, blanket orders or orders issued by the Canadian Securities Authorities pursuant to such laws,regulations, rules and policy statements, all as amended and in effect from time to time.

“ Canadian Shelf Registration Request ” shall have the meaning set forth in Section 3.2.8(a).

“ Canadian Shelf Supplement ” means shall have the meaning set forth in Section 3.2.8(c).

“ Charitable Gifting Event ” means any Transfer by a holder of Registrable Securities, or any subsequent Transfer by such Holder’s members, partners orother employees, in connection with a bona fide gift to any Charitable Organization made on the date of, but prior to, the execution of the underwriting agreemententered into in connection with any Underwritten public offering.

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“ Charitable Organization ” means a charitable organization as described by Section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as in effect fromtime to time, or a registered charity as defined in subsection 248(1) of the IncomeTaxAct(Canada), as amended from time to time.

“ Company Indemnitee ” shall have the meaning set forth in Section 3.9.5.

“ Demand Notice ” shall have the meaning set forth in Section 3.1.3.

“ Demand Registration ” shall have the meaning set forth in Section 3.1.1(a).

“ Demand Registration Request ” shall have the meaning set forth in Section 3.1.1(a).

“ Demand Canadian Preliminary Prospectus ” shall have the meaning set forth in Section 3.1.1(c).

“ Demand Canadian Prospectus ” means shall have the meaning set forth in Section 3.1.1(c).

“ Demand Registration Statement ” shall have the meaning set forth in Section 3.1.1(c).

“ Demand Suspension ” shall have the meaning set forth in Section 3.1.6.

“ Director ” means a director on the Board.

“ Director Election Meeting ” means any meeting of shareholders of the Company at which Directors are to be elected to the Board.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder,all as the same shall be in effect from time to time.

“ FINRA ” means the Financial Industry Regulatory Authority.

“ Holder ” means an Investor that holds Registrable Securities or has a right to designate one or more Nominee under ARTICLE IV.

“ Independent Director ” means an independent Director, as determined by the Nominating and Governance Committee in accordance with the rulespromulgated by the NYSE, the TSX and applicable law.

“ Investor ” shall have the meaning set forth in the preamble.

“ Issuer Free Writing Prospectus ” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of theRegistrable Securities.

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“ Loss ” shall have the meaning set forth in Section 3.9.1.

“ marketing materials ” shall have the meaning set forth in NI 41-101.

“ Member of the Immediate Family ” shall have the meaning set forth in the Articles.

“ misrepresentation ” shall have the meaning set forth under applicable Canadian Securities Laws.

“ Multiple Voting Shares ” means the multiple voting shares of the Company, as contemplated by the Articles.

“ NI 41-101 ” means National Instrument 41-101 GeneralProspectusRequirements.

“ NI 44-101 ” means National Instrument 44-101 ShortFormProspectusDistributions.

“ NI 44-102 ” means National Instrument 44-102 ShelfDistributions.

“ Nominating and Governance Committee ” shall mean the Nominating and Governance Committee of the Board.

“ Nominee ” means a nominee proposed for election as Director by the Company and included as a nominee in the management information circular of theCompany relating to a Director Election Meeting.

“ NYSE ” means the New York Stock Exchange.

“ Participation Conditions ” shall have the meaning set forth in Section 3.2.5(b).

“ Permitted Transferee ” means, in each case to the extent such Person agrees to be bound by the terms of this Agreement, (i) in the case of a BCP Investor,any BCP Group Permitted Holder, and (ii) in the case of a Reiss Investor, any Reiss Group Permitted Holder, provided , however , that any transfer of securities ofthe Company to a Reiss Group Permitted Holder which would result in Dani Reiss not having direct or indirect voting control and direction over such securities ofthe Company following such transfer shall be subject to the prior consent of all of the BCP Investors that are Holders hereunder at the time of such impendingtransfer, which consent shall not be unreasonably withheld, conditioned or delayed.

“ Person ” means any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization,entity or division, or any government, governmental department or agency or political subdivision thereof.

“ Piggyback Notice ” shall have the meaning set forth in Section 3.3.1.

“ Piggyback Registration ” shall have the meaning set forth in Section 3.3.1.

“ Potential Takedown Participant ” shall have the meaning set forth in Section 3.2.5(b).

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“ Pro Rata Portion ” means, with respect to each Holder requesting that its shares be registered or sold in an Underwritten Public Offering, a number of suchshares equal to the aggregate number of Registrable Securities to be registered or sold (excluding any shares to be registered or sold for the account of theCompany) multiplied by a fraction, the numerator of which is the aggregate number of Registrable Securities held by such Holder, and the denominator of which isthe aggregate number of Registrable Securities held by all Holders requesting that their Registrable Securities be registered or sold.

“ Public Offering ” means the offer and sale of Registrable Securities for cash pursuant to (i) an effective Registration Statement under the Securities Act(other than a Registration Statement on Form S-4, Form F-4 or Form S-8 or any successor form), (ii) a Canadian Prospectus, (iii) a combination of (i) and (ii)above, or (iv) comparable mechanics under the securities laws of any other jurisdiction.

“ Registrable Securities ” means (i) all Subordinate Voting Shares that are not then subject to forfeiture to the Company, (ii) all Subordinate Voting Sharesissuable upon the conversion of Multiple Voting Shares of the Company or upon the exercise, conversion or exchange of any option, warrant or convertible securitynot then subject to vesting or forfeiture to the Company and (iii) all Subordinate Voting Shares directly or indirectly issued or then issuable with respect to thesecurities referred to in clauses (i) or (ii) above by way of a stock dividend or stock split, or in connection with a combination of shares, recapitalization, merger,consolidation or other reorganization. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (w) (A) aRegistration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposedof in accordance with such Registration Statement or (B) such securities shall have been qualified for distribution under applicable Canadian Securities Laws in anyprovince or territory of Canada pursuant to the filing with the applicable Canadian Securities Authorities of a Canadian Prospectus and the issuance of a receipttherefor, and such securities shall have been disposed of thereunder, (x) such securities shall have been Transferred pursuant to Rule 144, (y) both (A) such holderis able to immediately sell such securities under Rule 144 without any restrictions on transfer (including without application of paragraphs (c), (d), (e), (f) and (h) ofRule 144), as reasonably determined by the Holder, and (B) the trade of such securities by such holder in Canada would not constitute a “control distribution” assuch term is defined in National Instrument 45-102 ResaleofSecurities, or (z) such securities shall have ceased to be outstanding.

“ Registration ” means a (i) registration under the Securities Act of the offer and sale to the public of any Registrable Securities under a RegistrationStatement, (ii) the qualification of any Registrable Securities for distribution under applicable Canadian Securities Laws in any province or territory of Canada byway of a Canadian Prospectus, (iii) a combination of (i) and (ii) above, or (iv) comparable mechanics under the securities laws of any other jurisdiction. The terms“ register ”, “ registered ” and “ registering ” shall have correlative meanings.

“ Registration Expenses ” shall have the meaning set forth in Section 3.8.

“ Registration Statement ” means any registration statement of the Company filed with, or to be filed with, the SEC under the Securities Act, including therelated U.S. Prospectus,

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amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated byreference in such registration statement other than a registration statement (and related U.S. Prospectus) filed on Form S-4, Form F-4 or Form S-8 or any successorform thereto.

“ Reiss Group Director ” means a Director that has been designated by the Reiss Group Permitted Holders for election as Nominee or appointment pursuantto Section 4.1.

“ Reiss Group Permitted Holders ” means the Reiss Group Permitted Holders, as such term is defined the Articles.

“ Representatives ” means, with respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, actuaries,consultants, equity financing partners or financial advisors or other Person associated with, or acting on behalf of, such Person.

“ Rule 144 ” means Rule 144 under the Securities Act (or any successor rule).

“ SEC ” means the Securities and Exchange Commission or any successor agency having jurisdiction under the Securities Act.

“ Securities Act ” means the Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as thesame shall be in effect from time to time.

“ Securities Authorities ” means the SEC and the Canadian Securities Authorities or applicable securities authorities of any other jurisdiction.

“ Shareholder Group ” means each of (a) BCP Group Permitted Holders (collectively as one Shareholder Group) and (b) Reiss Group Permitted Holders(collectively as one Shareholder Group) and “Shareholder Groups” means all of them.

“ Subordinate Voting Shares ” means the Subordinate Voting Shares of the Company, as contemplated under the Articles.

“ TSX ” means the Toronto Stock Exchange.

“ Transfer ” means, with respect to any Registrable Security, any interest therein, or any other securities or equity interests relating thereto, a direct orindirect transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition thereof, including the grant of an option or otherright, whether directly or indirectly, whether voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise. “ Transferred ” shall have acorrelative meaning.

“ Underwritten Public Offering ” means an underwritten Public Offering, including any bought deal or block sale to a financial institution conducted as anunderwritten Public Offering.

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“ Underwritten U.S. Shelf Takedown ” means an Underwritten Public Offering pursuant to an effective U.S. Shelf Registration Statement.

“ U.S. Prospectus ” means (i) the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective amendments and supplements, and all other material incorporated by reference in such prospectus, and (ii) any Issuer Free Writing Prospectus.

“ U.S. Shelf Period ” shall have the meaning set forth in Section 3.2.3.

“ U.S. Shelf Registration ” shall have the meaning set forth in Section 3.2.1(a).

“ U.S. Shelf Registration Notice ” shall have the meaning set forth in Section 3.2.2.

“ U.S. Shelf Registration Request ” shall have the meaning set forth in Section 3.2.1(a).

“ U.S. Shelf Registration Statement ” shall have the meaning set forth in Section 3.2.1(a).

“ U.S. Shelf Suspension ” shall have the meaning set forth in Section 3.2.4.

“ U.S. Shelf Takedown Notice ” shall have the meaning set forth in Section 3.2.5(b).

“ U.S. Shelf Takedown Request ” shall have the meaning set forth in Section 3.2.5(a).

“ Voting Shares ” means the Multiple Voting Shares and the Subordinate Voting Shares.

“ WKSI ” means any Securities Act registrant that is a well-known seasoned issuer as defined in Rule 405 under the Securities Act at the most recenteligibility determination date specified in paragraph (2) of that definition.

Section 2.2. Other Interpretive Provisions . (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) The words “hereof”, “herein”, “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement;and any subsection and section references are to this Agreement unless otherwise specified.

(c) The term “including” is not limiting and means “including without limitation.”

(d) The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

(e) Whenever the context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms.

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ARTICLE III

REGISTRATION RIGHTS

The Company will perform and comply, and cause each of its subsidiaries to perform and comply, with such of the following provisions as are applicable toit. Each Holder will perform and comply with such of the following provisions as are applicable to such Holder.

Section 3.1. Demand Registration .

Section 3.1.1. Request for Demand Registration.

(a) At any time (i) following the date of this Agreement, the BCP Investors shall have the right to make a written request from time to time (a “Demand Registration Request ”) and (ii) following the date that a BCP Investor is no longer a Holder, the Reiss Investors shall have the rightto make a Demand Registration Request, in each case to the Company for Registration of all or part of the Registrable Securities held by suchHolders. Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “ Demand Registration .”

(b) Each Demand Registration Request shall specify (x) the aggregate amount of such Holder’s Registrable Securities to be registered, (y) theintended method or methods of disposition thereof and (z) the jurisdiction(s) in which the Registration is to take place.

(c) Upon receipt of a Demand Registration Request, the Company shall as promptly as practicable file a Registration Statement (a “ DemandRegistration Statement ”) relating to such Demand Registration, and use its reasonable best efforts to cause such Demand RegistrationStatement to be promptly declared effective under the Securities Act, and/or, as may be requested, file with the applicable Canadian SecuritiesAuthorities and use its reasonable best efforts to secure the issuance of a receipt or mutual reliance review decision document for a CanadianPreliminary Prospectus (a “ Demand Canadian Preliminary Prospectus ”) and a Canadian Prospectus (a “ Demand Canadian Prospectus ”)relating to such Demand Registration, including, if necessary or useful, in reliance upon the post-receipt pricing procedures under NationalInstrument 44-103 Post-ReceiptPricing.

Section 3.1.2. Limitation on Demand Registrations . The Company shall not be obligated to take any action to effect any Demand Registration if,within the preceding ninety (90) days (a) a Demand Registration Statement or Piggyback Registration was declared effective or a Demand CanadianProspectus was filed, or (b) an Underwritten U.S. Shelf Takedown was consummated.

Section 3.1.3. Demand Notice . Other than in connection with a Bought Deal, promptly upon receipt of a Demand Registration Request pursuant toSection 3.1.1 (but

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in no event more than two (2) Business Days thereafter), the Company shall deliver a written notice (a “ Demand Notice ”) of any such Demand RegistrationRequest to all other Holders and the Demand Notice shall offer each such Holder the opportunity to include in the Demand Registration that number ofRegistrable Securities as each such Holder may request in writing. Subject to Section 3.1.7, the Company shall include in the Demand Registration all suchRegistrable Securities with respect to which the Company has received written requests for inclusion therein within three (3) Business Days after the datethat the Demand Notice was delivered. In the event that a Demand Registration is made in connection with a Bought Deal, the notice periods set forth in thisSection 3.1.3 shall not be applicable and the Company shall give the other Holders such notice as is practicable under the circumstances given the speed andurgency with which Bought Deals are currently carried out in common market practice of its rights to participate thereunder and such Holders shall have atleast 24 hours to notify the Company and the BCP Investors that they will participate in the Bought Deal, failing which, the BCP Investors shall be free topursue the Bought Deal without the participation of such Holders.

Section 3.1.4. Demand Withdrawal . The Holders may withdraw all or any portion of their Registrable Securities included in a Demand Registrationfrom such Demand Registration at any time prior to the effectiveness of the Demand Registration Statement or the filing of the Demand CanadianProspectus, as applicable. Upon receipt of a notice to such effect with respect to all of the Registrable Securities included by the Holders in such DemandRegistration, the Company shall cease all efforts to pursue or consummate such Demand Registration.

Section 3.1.5. Effective Registration . The Company shall (a) use reasonable best efforts to cause any Demand Registration Statement to becomeeffective and remain effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securitiescovered by such Demand Registration Statement have been sold or withdrawn), or, if such Demand Registration Statement relates to an Underwritten PublicOffering, such longer period as in the opinion of counsel for the underwriter or underwriters a U.S. Prospectus is required by law to be delivered inconnection with sales of Registrable Securities by an underwriter or dealer, and (b) from the period beginning on the filing of any Demand CanadianPreliminary Prospectus or Demand Canadian Prospectus until the completion of the distribution of the Registrable Securities covered by such DemandCanadian Preliminary Prospectus or Demand Canadian Prospectus (or the closing date of the offering of such Registrable Securities thereunder, if later),comply with section 57 of the SecuritiesAct(Ontario) and the comparable provisions of other applicable Canadian Securities Laws, and prepare and filepromptly any prospectus or marketing material amendment which, in the opinion of the Company, acting reasonably, may be necessary or advisable, andwill otherwise comply with all legal requirements and take all actions necessary to continue to qualify such Registrable Securities for distribution in theapplicable provinces and territories of Canada for as long as may be necessary to complete the distribution of such Registrable Securities.

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Section 3.1.6. Delay in Filing; Suspension of Registration . If the filing, initial effectiveness or continued use of a Demand Registration Statement orthe filing or continued use of a Demand Canadian Preliminary Prospectus or Demand Canadian Prospectus (including pursuant to Section 3.2.8(a)) at anytime would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, delaythe filing or initial effectiveness of, or suspend use of, as applicable, the Demand Registration Statement, Demand Canadian Preliminary Prospectus orDemand Canadian Prospectus (a “ Demand Suspension ”); provided , however , that the Company shall not be permitted to exercise a Demand Suspensionmore than once during any twelve (12)-month period and such Demand Suspension may not exceed sixty (60) days. In the case of a Demand Suspension, theHolders agree to suspend use of any applicable U.S. Prospectus, Demand Canadian Preliminary Prospectus or Canadian Prospectus in connection with anysale or purchase, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. The Company shall immediately notify theHolders in writing upon the termination of any Demand Suspension, amend or supplement any U.S. Prospectus, if necessary, so it does not contain anyuntrue statement or omission, amend or supplement any Demand Canadian Preliminary Prospectus or Demand Canadian Prospectus, if necessary, so that itcontains full, true and plain disclosure of all material facts relating to the securities distributed thereunder and does not contain a misrepresentation or ifrequired by applicable Canadian Securities Laws or as may reasonably be requested by the Holders whose Registrable Securities are covered by suchDemand Canadian Preliminary Prospectus or Demand Canadian Prospectus, and furnish to the Holders such numbers of copies of any U.S. Prospectus,Demand Canadian Preliminary Prospectus or Demand Canadian Prospectus as so amended or supplemented as the Holders may reasonably request. TheCompany shall, if necessary, supplement or amend any Demand Registration Statement, if required by the registration form used by the Company for theDemand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder oras may reasonably be requested by the Holders whose Registrable Securities are included in such Demand Registration Statement.

Section 3.1.7. Priority of Securities Registered Pursuant to Demand Registrations . If the managing underwriter or underwriters of a proposedUnderwritten Public Offering of the Registrable Securities included in a Demand Registration advise the Company in writing that, in its or their opinion, thenumber of securities requested to be included in such Demand Registration exceeds the number that can be sold in such offering without being likely to havean adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in suchRegistration shall be, in the case of any Demand Registration, (x) first, allocated to each Holder that has requested to participate in such Demand Registrationan amount equal to the lesser of (i) the number of such Registrable Securities requested to be registered or sold by such Holder, and (ii) a number of suchshares equal to such Holder’s Pro Rata Portion, and (y) second, and only if all the securities referred to in clause (x) have been included, the number of othersecurities that, in the opinion of such managing underwriter or underwriters can be sold without having such adverse effect.

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Section 3.1.8. Resale Rights . In the event that a Holder requests to participate in a Registration pursuant to this Section 3.1 in connection with adistribution of Registrable Securities to its partners or members, the Registration shall provide for resale by such partners or members, if requested by suchHolder.

Section 3.2. Shelf Registration .

Section 3.2.1. Request for U.S. Shelf Registration.

(a) Upon the written request of the BCP Investors from time to time following the first anniversary of an IPO (a “ U.S. Shelf Registration Request”), the Company shall promptly file a shelf Registration Statement with the SEC pursuant to Rule 415 under the Securities Act (each, a “ U.S.Shelf Registration Statement ”) relating to the offer and sale of Registrable Securities by the BCP Investors from time to time in accordancewith the methods of distribution elected by such Holders, and the Company shall use its reasonable best efforts to cause such U.S. ShelfRegistration Statement to promptly become effective under the Securities Act. Any such Registration pursuant to a U.S. Shelf RegistrationRequest shall hereinafter be referred to as a “ U.S. Shelf Registration .”

(b) If on the date of the U.S. Shelf Registration Request contemplating the filing of a U.S. Shelf Registration Statement the Company is a WKSI,then the U.S. Shelf Registration Request may request Registration with the SEC of an unspecified amount of Registrable Securities to be soldby unspecified Holders. If on the date of the U.S. Shelf Registration Request the Company is not a WKSI, then the U.S. Shelf RegistrationRequest shall specify the aggregate amount of Registrable Securities to be registered. The Company shall provide to the Holders theinformation necessary to determine the Company’s status as a WKSI upon request.

Section 3.2.2. U.S. Shelf Registration Notice . Promptly upon receipt of a U.S. Shelf Registration Request (but in no event more than two(2) Business Days thereafter (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”)), the Company shalldeliver a written notice (a “ U.S. Shelf Registration Notice ”) of any such request to all other Holders, which notice shall specify, if applicable, the amount ofRegistrable Securities to be registered, and the U.S. Shelf Registration Notice shall offer each such Holder the opportunity to include in the U.S. ShelfRegistration that number of Registrable Securities as each such Holder may request in writing. The Company shall include in such U.S. Shelf Registration allsuch Registrable Securities with respect to which the Company has received written requests for inclusion therein within three (3) Business Days (or suchshorter period as may be reasonably requested in connection with an underwritten “block trade” provided such period is at least 24 hours) after the date thatthe U.S. Shelf Registration Notice has been delivered; provided , however , that if the Holder, is not, or is not controlled (directly or indirectly) by, a directoror officer of the Company, such time for providing written requests for inclusion shall be extended to five (5) Business Days (or such shorter period as maybe reasonably requested in connection with an underwritten “block trade” provided such period is at least 24 hours).

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Section 3.2.3. Continued Effectiveness of U.S. Shelf Registration Statement . The Company shall use its reasonable best efforts to keep any U.S.Shelf Registration Statement continuously effective under the Securities Act in order to permit the U.S. Prospectus forming part of the U.S. ShelfRegistration Statement to be usable by Holders until the earlier of: (i) the date as of which all Registrable Securities have been sold pursuant to the U.S. ShelfRegistration Statement as part of another Registration (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act andRule 174 thereunder); and (ii) the date as of which no Holder holds Registrable Securities (such period of effectiveness, the “ U.S. Shelf Period ”). Subject toSection 3.2.4, the Company shall be deemed not to have used its reasonable best efforts to keep the U.S. Shelf Registration Statement effective during theU.S. Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Holders of the Registrable Securities coveredthereby not being able to offer and sell any Registrable Securities pursuant to such U.S. Shelf Registration Statement during the U.S. Shelf Period, unlesssuch action or omission is required by applicable law.

Section 3.2.4. Suspension of U.S. Shelf Registration . If the continued use of such U.S. Shelf Registration Statement at any time would require theCompany to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the U.S. ShelfRegistration Statement (a “ U.S. Shelf Suspension ”); provided , however , that the Company shall not be permitted to exercise a U.S. Shelf Suspension morethan one time during any twelve (12)-month period for a period not to exceed sixty (60) days. In the case of a U.S. Shelf Suspension, the Holders agree tosuspend use of the applicable U.S. Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt ofthe notice referred to above. The Company shall immediately notify the Holders in writing upon the termination of any U.S. Shelf Suspension, amend orsupplement the U.S. Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies ofthe U.S. Prospectus as so amended or supplemented as the Holders may reasonably request. The Company shall, if necessary, supplement or amend the U.S.Shelf Registration Statement, if required by the registration form used by the Company for the U.S. Shelf Registration Statement or by the instructionsapplicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by theHolders of a majority of Registrable Securities that are included in such U.S. Shelf Registration Statement.

Section 3.2.5. U.S. Shelf Takedown.

(a) At any time the Company has an effective U.S. Shelf Registration Statement with respect to a Holder’s Registrable Securities, by notice to the

Company specifying the intended method or methods of disposition thereof, the BCP Investors may make a written request (a “ U.S. ShelfTakedown Request ”) to the Company to effect a Public Offering, including an Underwritten U.S. Shelf Takedown, of all or a portion of

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such Registrable Securities that may be registered under such U.S. Shelf Registration Statement, and as soon as practicable the Company shallamend or supplement the U.S. Shelf Registration Statement as necessary for such purpose.

(b) Promptly upon receipt of a U.S. Shelf Takedown Request (but in no event more than two (2) Business Days thereafter (or such shorter periodas may be reasonably requested in connection with an underwritten “block trade”)) for any Underwritten U.S. Shelf Takedown, the Companyshall deliver a notice (a “ U.S. Shelf Takedown Notice ”) to each other Holder with Registrable Securities covered by the applicableRegistration Statement, or to all other Holders if such Registration Statement is undesignated (each a “ Potential Takedown Participant ”). TheU.S. Shelf Takedown Notice shall offer each such Potential Takedown Participant the opportunity to include in any Underwritten U.S. ShelfTakedown such number of Registrable Securities as each such Potential Takedown Participant may request in writing. The Company shallinclude in the Underwritten U.S. Shelf Takedown all such Registrable Securities with respect to which the Company has received writtenrequests for inclusion therein within three (3) Business Days (or such shorter period as may be reasonably requested by the BCP Investors inconnection with an underwritten “block trade” provided such period is at least 24 hours) after the date that the U.S. Shelf Takedown Noticehas been delivered. Any Potential Takedown Participant’s request to participate in an Underwritten U.S. Shelf Takedown shall be binding onthe Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition itsparticipation on the Underwritten U.S. Shelf Takedown being completed within ten (10) Business Days of its acceptance at a price per share(after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety percent(90%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares on their principaltrading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “ ParticipationConditions ”). Notwithstanding the delivery of any U.S. Shelf Takedown Notice, but subject to the Participation Conditions (to the extentapplicable), all determinations as to whether to complete any Underwritten U.S. Shelf Takedown and as to the timing, manner, price and otherterms of any Underwritten U.S. Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the BCP Investors.

Section 3.2.6. Priority of Securities Sold Pursuant to U.S. Shelf Takedowns . If the managing underwriter or underwriters of a proposedUnderwritten U.S. Shelf Takedown pursuant to Section 3.2.5 advise the Company in writing that, in its or their opinion, the number of securities requested tobe included in the proposed Underwritten U.S. Shelf Takedown exceeds the number that can be sold in such Underwritten U.S. Shelf Takedown withoutbeing likely to have an adverse effect on the price, timing or

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distribution of the securities offered or the market for the securities offered, the number of Registrable Securities to be included in such offering shall be(x) first, allocated to each Holder that has requested to participate in such Underwritten U.S. Shelf Takedown an amount equal to the lesser of (i) the numberof such Registrable Securities requested to be registered or sold by such Holder, and (ii) a number of such shares equal to such Holder’s Pro Rata Portion,and (y) second, and only if all the securities referred to in clause (x) have been included, the number of other securities that, in the opinion of such managingunderwriter or underwriters can be sold without having such adverse effect.

Section 3.2.7. Resale Rights . In the event that a Holder elects to request a Registration pursuant to this Section 3.2 in connection with a distributionof Registrable Securities to its partners or members, the Registration shall provide for resale by such partners or members, if requested by such Holder.

Section 3.2.8. Request for Canadian Shelf Registration

(a) Upon the written request of the BCP Investors from time to time following an IPO (a “ Canadian Shelf Registration Request ”), the Companyshall promptly file with the applicable Canadian Securities Authorities, and use its reasonable best efforts to secure the issuance of a receipt ormutual reliance review decision document for, a base shelf preliminary prospectus and base shelf (final) prospectus (the “ Canadian Base ShelfProspectus ”) pursuant to the provisions of NI 44-102 to qualify the distribution of all of the Registrable Securities in each of the provincesand territories of Canada (or as otherwise determined by the BCP Investors in the Canadian Shelf Registration Request).

(b) In advance of the expiration of any Canadian Base Shelf Prospectus, except as otherwise directed by the BCP Investors in writing, the

Company shall renew such Canadian Base Shelf Prospectus in accordance with Section 3.2.8(a), such that the Company shall at all times havean effective Base Shelf Prospectus with enough capacity to allow the sale thereunder of all remaining Registrable Securities.

(c) The Company shall satisfy any Demand Registration Request that is submitted pursuant to Section 2.2 at a time that a Base Shelf Prospectus iseffective by filing a supplement to the Base Shelf Prospectus (a “ Canadian Shelf Supplement ”) with the applicable Canadian SecuritiesAuthorities in accordance with NI 44-102 as soon as practicable and in any event not later than three (3) Business Days after the DemandRegistration Request is received. Section 3.1 shall apply mutatismutandisto any Demand Registration Request effected pursuant to thisSection 3.2.8.

Section 3.3. Piggyback Registration .

Section 3.3.1. Participation . If the Company at any time following its IPO proposes to file a Registration Statement with respect to any offering ofits equity

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securities for its own account or for the account of any BCP Investor under the Securities Act, to qualify any of its equity securities for distribution for itsown account or for the account of any BCP Investor under applicable Canadian Securities Laws in any province or territory of Canada by way of a CanadianProspectus or to otherwise conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any otherPerson (other than (i) a Registration under Sections 3.1 or 3.2, (ii) a Registration on Form S-4, Form F-4 or Form S-8 or any successor form to such forms or(iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employeestock plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than ten (10) Business Days prior to the proposeddate of filing of the U.S. Registration Statement, Canadian Preliminary Prospectus or Canadian Shelf Supplement in respect of such offering or, in the caseof a Public Offering under a U.S. Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “ PiggybackNotice ”) of such proposed filing or Public Offering to all Holders, and such Piggyback Notice shall offer the Holders the opportunity to register under anysuch Registration Statement or under any applicable Canadian Prospectus, or to include in such Public Offering, such number of Registrable Securities aseach such Holder may request in writing (a “ Piggyback Registration ”). Subject to Section 3.3.2, the Company shall include in such Registration Statement,Canadian Preliminary Prospectus or Canadian Prospectus or in such Public Offering, as applicable, all such Registrable Securities that are requested to beincluded therein within five (5) days after the receipt by such Holder of any such notice; provided , however , that if at any time after giving written notice ofits intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, the filingof a Canadian Prospectus in connection with such Registration, or the pricing or trade date of a Public Offering under a U.S. Shelf Registration Statement,the Company determines for any reason not to register or sell or to delay the Registration or sale of such securities, the Company shall give written notice ofsuch determination to each Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sellany Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connectiontherewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registrationunder Section 3.1 (including pursuant to Section 3.2.8(c)) or an Underwritten U.S. Shelf Takedown under Section 3.2, as the case may be, and (ii) in the caseof a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten U.S. Shelf Takedown, as the casemay be, shall be permitted to delay registering or selling any Registrable Securities, for the same period as the delay in registering or selling such othersecurities. Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration bygiving written notice to the Company of its request to withdraw.

Section 3.3.2. Priority of Piggyback Registration . If the managing underwriter or underwriters of any proposed offering of Registrable Securitiesincluded in a Piggyback Registration informs the Company and the participating Holders in writing that, in its or

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their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in suchoffering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securitiesoffered, then the securities to be included in such Registration shall be (i) first, one hundred percent (100%) of the securities that the Company proposes tosell, and (ii) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of suchmanaging underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that haverequested to participate in such Registration based on an amount equal to the lesser of (x) the number of such Registrable Securities requested to be sold bysuch Holder, and (y) a number of such shares equal to such Holder’s Pro Rata Portion, and (iii) third, and only if all of the Registrable Securities referred toin clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Section 3.3.3. No Effect on Other Registrations . No Registration of Registrable Securities effected pursuant to a request under this Section 3.3 shallbe deemed to have been effected pursuant to Sections 3.1 and 3.2 or shall relieve the Company of its obligations under Sections 3.1 and 3.2.

Section 3.4. Lock-Up Agreements . In connection with each Registration or sale of Registrable Securities pursuant to Section 3.1, 3.2 or 3.3 conducted asan Underwritten Public Offering, including an IPO, each Holder agrees, if requested, to become bound by and to execute and deliver a lock-up agreement with theunderwriter(s) of such Underwritten Public Offering restricting such Holder’s right to (a) Transfer, directly or indirectly, any equity securities of the Company heldby such Holder or (b) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of such securities duringthe period commencing on the date of the final U.S. Prospectus and/or of the Canadian Prospectus relating to the Underwritten Public Offering and ending on thedate specified by the underwriters (such period not to exceed (x) one hundred eighty (180) days following the date of closing of the Underwritten Public Offering inthe case of the IPO or (y) ninety (90) days following the date of closing of the Underwritten Public Offering in the case of any registration or sale other than theIPO plus, in each case, such additional period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on the publication orother distribution of research reports and analyst recommendations and opinions, if applicable). The terms of such lock-up agreements shall be negotiated amongthe Holders, the Company and the underwriters and shall include customary carve-outs from the restrictions on Transfer set forth therein including a carve-out tofacilitate any Charitable Gifting Event.

Section 3.5. Registration Procedures .

Section 3.5.1. Requirements . In connection with the Company’s obligations under Sections 3.1 to 3.4, the Company shall use its reasonable bestefforts to effect such Registration and to permit the offering, sale and distribution of such Registrable

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Securities in accordance with the intended method or methods of distribution thereof as expeditiously as reasonably practicable, and in connection therewiththe Company shall:

(a) As promptly as practicable prepare the required Registration Statement and U.S. Prospectus and/or Canadian Preliminary Prospectus andCanadian Prospectus including all exhibits, financial statements and ancillary materials required under the Securities Act or CanadianSecurities Laws to be filed therewith, and, before filing a Registration Statement, U.S. Prospectus, Canadian Preliminary Prospectus, CanadianProspectus or any amendments or supplements thereto, (x) furnish to the underwriters, if any, and to the Holders of the Registrable Securitiescovered by such Registration Statement, Canadian Preliminary Prospectus or Canadian Prospectus, copies of all documents prepared to befiled, which documents shall be subject to the review of such underwriters and such Holders and their respective counsel, (y) make suchchanges in such documents concerning the Holders prior to the filing thereof as such Holders, or their counsel, may reasonably request and(z) except in the case of a Registration under Section 3.3 not file any Registration Statement, U.S. Prospectus, Canadian PreliminaryProspectus, Canadian Prospectus or amendments or supplements thereto to which the participating Holders, in such capacity, or theunderwriters, if any, shall reasonably object;

(b) prepare and file with the applicable Securities Authorities such amendments and post-effective amendments to the Registration Statement,such supplements to the U.S. Prospectus and such amendments and supplements to the Canadian Preliminary Prospectus and CanadianProspectus as may be (x) reasonably requested by any Holder with Registrable Securities covered by such Registration (y) reasonablyrequested by any participating Holder (to the extent such request relates to information relating to such Holder), or (z) necessary to keep suchRegistration Statement effective for the period of time required by this Agreement or to continue to qualify such Registrable Securities fordistribution as required by this Agreement, and comply with provisions of the applicable securities laws with respect to the sale or otherdisposition of all securities covered by such Registration during such period in accordance with the intended method or methods of dispositionby the sellers thereof;

(c) notify the participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such notice in writing andprovide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (a) when theapplicable Registration Statement or any amendment thereto has been filed or becomes effective, and when the applicable U.S. Prospectus,Canadian Preliminary Prospectus, Canadian Prospectus, or any amendment or supplement thereto, has been filed (and, in the case of aCanadian Preliminary Prospectus or Canadian Prospectus, when a receipt or mutual reliance review decision document has been issuedtherefor), (b) of any written comments by the Securities Authorities, or any request

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by the Securities Authorities or other governmental authority in any jurisdiction for amendments or supplements to any such RegistrationStatement, U.S. Prospectus, Canadian Preliminary Prospectus or Canadian Prospectus or to any marketing materials, or for additionalinformation (whether before or after the effective date of the Registration Statement) or any other correspondence with the SecuritiesAuthorities relating to, or which may affect, the Registration, (c) of the issuance by the Securities Authorities of any stop order suspending theeffectiveness of such Registration Statement or any order by the Securities Authorities or any other regulatory authority preventing orsuspending the use of any preliminary or final U.S. Prospectus or of any Canadian Preliminary Prospectus, Canadian Prospectus or marketingmaterials, or the initiation or threatening of any proceedings for such purposes, (d) if, at any time, the representations and warranties of theCompany in any applicable underwriting agreement cease to be true and correct in all material respects and (e) of the receipt by the Companyof any notification with respect to the suspension of the qualification of the Registrable Securities for offering, sale or distribution in anyjurisdiction or the initiation or threatening of any proceeding for such purpose;

(d) promptly notify each selling Holder and the managing underwriter or underwriters, if any, when the Company becomes aware of thehappening of any event as a result of which any applicable Registration Statement or the U.S. Prospectus included in such RegistrationStatement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statementstherein (in the case of such U.S. Prospectus or any preliminary U.S. Prospectus, in light of the circumstances under which they were made) notmisleading or as a result of which any Canadian Preliminary Prospectus, Canadian Prospectus or marketing materials would contain amisrepresentation or a statement otherwise misleading or untrue, when any Issuer Free Writing Prospectus includes information that mayconflict with the information contained in the Registration Statement, or, if for any other reason it shall be necessary during such time periodto amend or supplement such Registration Statement, U.S. Prospectus, Canadian Preliminary Prospectus, Canadian Prospectus or marketingmaterials in order to comply with the Securities Act or Canadian Securities Laws and, as promptly as reasonably practicable thereafter,prepare and file with the SEC and/or the applicable Canadian Securities Authority, and furnish without charge to the selling Holders and themanaging underwriter or underwriters, if any, an amendment or supplement to such Registration Statement, U.S. Prospectus, CanadianPreliminary Prospectus, Canadian Prospectus or marketing materials which shall correct such misstatement or omission or effect suchcompliance;

(e) to the extent the Company is eligible under the relevant provisions of Rule 430B under the Securities Act, if the Company files any U.S. Shelf

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Registration Statement, the Company shall include in such U.S. Shelf Registration Statement such disclosures as may be required by Rule430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of thesecurities to the Holders) in order to ensure that the Holders may be added to such U.S. Shelf Registration Statement at a later time throughthe filing of a U.S. Prospectus supplement rather than a post-effective amendment;

(f) use its reasonable best efforts to prevent, or obtain the withdrawal of, any stop order or other order or notice preventing or suspending the useof any preliminary or final U.S. Prospectus or of any Canadian Preliminary Prospectus, Canadian Prospectus or marketing materials;

(g) promptly incorporate in a U.S. Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment such information as themanaging underwriter or underwriters and the selling Holders agree should be included therein relating to the plan of distribution with respectto such Registrable Securities; and make all required filings of such U.S. Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such U.S. Prospectussupplement, Issuer Free Writing Prospectus or post-effective amendment;

(h) furnish to each selling Holder and each underwriter, if any, without charge, as many conformed copies as such Holder or underwriter mayreasonably request of any applicable Registration Statement, Canadian Preliminary Prospectus or Canadian Prospectus and any amendment orpost-effective amendment or supplement thereto, including financial statements and schedules, all documents incorporated therein byreference and all exhibits (including those incorporated by reference);

(i) deliver to each selling Holder and each underwriter, if any, without charge, as many copies of any applicable U.S. Prospectus (including eachpreliminary U.S. Prospectus), Canadian Preliminary Prospectus or Canadian Prospectus and any amendment or supplement thereto and suchother documents as such Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities bysuch Holder or underwriter (it being understood that the Company shall consent to the use of such U.S. Prospectus, Canadian PreliminaryProspectus or Canadian Prospectus or any amendment or supplement thereto by each of the selling Holders and the underwriters, if any, inconnection with the offering, sale or distribution of the Registrable Securities covered by such U.S. Prospectus, Canadian PreliminaryProspectus or Canadian Prospectus or any amendment or supplement thereto);

(j) on or prior to the date on which any applicable Registration Statement becomes effective or any applicable Canadian Prospectus is filed, useits

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reasonable best efforts to register or qualify, and cooperate with the selling Holders, the managing underwriter or underwriters, if any, andtheir respective counsel, in connection with the Registration or qualification of such Registrable Securities for offer and sale under thesecurities or “Blue Sky” laws of each state and other jurisdiction as any such selling Holder or managing underwriter or underwriters, if any,or their respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep suchRegistration or qualification in effect for such period as required by Section 3.1 or Section 3.2, as applicable, provided that the Company shallnot be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which wouldsubject it to taxation or general service of process in any such jurisdiction where it is not then so subject;

(k) cooperate with the selling Holders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of

certificates representing Registrable Securities to be sold and enable such Registrable Securities to be in such denominations and registered insuch names as the managing underwriters may request prior to any sale of Registrable Securities to the underwriters;

(l) use its reasonable best efforts to cause the Registrable Securities covered by the applicable Registration to be registered with or approved by

such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, ifany, to consummate the disposition of such Registrable Securities;

(m) not later than the effective date of any applicable Registration Statement or the filing of any applicable Canadian Prospectus, provide a CUSIPnumber for all Registrable Securities and, as applicable, provide the applicable transfer agent with printed certificates for the RegistrableSecurities which are in a form eligible for deposit with The Depository Trust Company or CDS Clearing and Depository Services Inc., asapplicable;

(n) make such representations and warranties to the Holders of which Registrable Securities are being registered, and the underwriters or agents, ifany, in form, substance and scope as are customarily made by issuers in public offerings similar to the offering then being undertaken;

(o) enter into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as the selling

Holders or the managing underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the Registration anddisposition of such Registrable Securities;

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(p) obtain for delivery to the Holders of the Registrable Securities being registered and to the underwriter or underwriters, if any, an opinion oropinions from counsel for the Company dated the most recent effective date of any Registration Statement or, in the event of an UnderwrittenPublic Offering or if customary in public offerings similar to the offering then being undertaken, the date of the closing under the underwritingagreement or for such offering, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such Holders orunderwriters, as the case may be, and their respective counsel;

(q) in the case of an Underwritten Public Offering, obtain for delivery to the Company and the managing underwriter or underwriters, with copiesto the Holders included in such Registration or sale, a comfort letter from the Company’s independent certified public accountants orindependent auditors (and, if necessary, any other independent certified public accountants or independent auditors of any subsidiary of theCompany or any business acquired by the Company for which financial statements and financial data are, or are required to be, included in theRegistration Statement or Canadian Prospectus) in customary form and covering such matters of the type customarily covered by comfortletters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and broughtdown to the closing under the underwriting agreement;

(r) cooperate with each seller of Registrable Securities and each underwriter, if any, participating in the disposition of such Registrable Securitiesand their respective counsel in connection with any filings required to be made with FINRA or IIROC;

(s) use its reasonable best efforts to comply with all applicable securities laws and, if a Registration Statement was filed, make available to its

security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act andthe rules and regulations promulgated thereunder;

(t) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration;

(u) use its reasonable best efforts to cause all Registrable Securities covered by such Registration to be listed on each securities exchange on

which any of the Company’s equity securities are then listed or quoted and on each inter-dealer quotation system on which any of theCompany’s equity securities are then quoted;

(v) make available upon reasonable notice at reasonable times and for reasonable periods for inspection by a representative appointed by theselling Holders, by any underwriter participating in any Registration and

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by any attorney, accountant or other agent retained by such Holders or any such underwriter, all pertinent financial and other records andpertinent corporate documents and properties of the Company, and cause all of the Company’s officers, Directors and employees and theindependent public accountants who have certified its financial statements to make themselves available to discuss the business of theCompany and to supply all information reasonably requested by any such Person in connection with such Registration;

(w) in the case of an Underwritten Public Offering, cause the senior executive officers of the Company to participate in the customary “road show”

presentations that may be reasonably requested by the managing underwriter or underwriters in any such offering and otherwise to facilitate,cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto;

(x) take no direct or indirect action prohibited by Regulation M under the Exchange Act;

(y) take all reasonable action to (y) ensure that any Issuer Free Writing Prospectus utilized in connection with such Registration complies in allmaterial respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordancewith the Securities Act to the extent required thereby and, when taken together with the related U.S. Prospectus, will not contain any untruestatement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under whichthey were made, not misleading and (z) ensure that any marketing materials to be provided in connection with such Registration comply withCanadian Securities Laws and approve in writing all such marketing materials (including as may be reasonably required by any managingunderwriter or underwriters) and file such marketing materials to the extent required for the use of such marketing materials under applicableCanadian Securities Laws;

(z) cooperate with the Holders of Registrable Securities subject of the Registration Statement or Canadian Prospectus and with the managementunderwriter or agent, if any to facilitate any Charitable Gifting Event and to prepare and file with the SEC such amendments and supplementsto such Registration Statement, U.S. Prospectus or Canadian Prospectus used in connection therewith as may be necessary to permit any suchrecipient Charitable Organization to selling the Public Offering if it so elects; and

(aa) take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of suchRegistrable Securities in accordance with the terms of this Agreement.

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Section 3.5.2. Company Information Requests . The Company may require each seller of Registrable Securities as to which any Registration or saleis being effected to furnish to the Company such information regarding the distribution of such securities and such other information relating to such Holderand its ownership of Registrable Securities as the Company may from time to time reasonably request in writing and the Company may exclude from suchRegistration or sale the Registrable Securities of any such Holder who unreasonably fails to furnish such information within a reasonable time after receivingsuch request. Each Holder agrees to furnish such information to the Company and to cooperate with the Company as reasonably necessary to enable theCompany to comply with the provisions of this Agreement.

Section 3.5.3. Discontinuing Registration . Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event ofthe kind described in Section 3.5.1(d), such Holder will discontinue disposition of Registrable Securities pursuant to such Registration Statement or thedistribution of Registrable Securities under such Canadian Preliminary Prospectus, Canadian Prospectus or marketing materials until such Holder’s receipt ofthe copies of the supplemented or amended U.S. Prospectus or Canadian Preliminary Prospectus, Canadian Prospectus or marketing materials contemplatedby Section 3.5.1(d), or until such Holder is advised in writing by the Company that the use of the U.S. Prospectus, Canadian Preliminary Prospectus,Canadian Prospectus or marketing materials may be resumed, and, as applicable, has received copies of any additional or supplemental filings that areincorporated by reference in the U.S. Prospectus, Canadian Preliminary Prospectus or Canadian Prospectus, or any amendments or supplements thereto, andif so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then insuch Holder’s possession, of such documents current at the time of receipt of such notice. In the event the Company shall give any such notice, the periodduring which any applicable Registration Statement is required to be maintained effective shall be extended by the number of days during the period fromand including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such RegistrationStatement either receives the copies of the supplemented or amended U.S. Prospectus contemplated by Section 3.5.1(d) or is advised in writing by theCompany that the use of the U.S. Prospectus may be resumed.

Section 3.6. Underwritten Offerings .

Section 3.6.1. Shelf and Demand Registrations . If requested by the underwriters for any Underwritten Public Offering, pursuant to a Registration orsale under Sections 3.1 or 3.2, the Company shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably satisfactoryin substance and form to each of the Company, the Holders and the underwriters, and to contain such representations and warranties by the Company andsuch other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided inSection 3.9 of this Agreement. The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with the Companyin the negotiation of the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof, andsuch Holders

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shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the underwriters and required under theterms of such underwriting arrangements. Any such Holder shall not be required to make any representations or warranties to or agreements with theCompany or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities,such Holder’s intended method of distribution and any other representations to be made by the Holder as are generally prevailing in agreements of that type,and the aggregate amount of the liability of such Holder under such agreement shall not exceed such Holder’s proceeds from the sale of its RegistrableSecurities in the offering, net of underwriting discounts and commissions but before expenses.

Section 3.6.2. Piggyback Registrations . If the Company proposes to register or sell any of its securities as contemplated by Section 3.3 and suchsecurities are to be distributed through one or more underwriters, the Company shall, if requested by any Holder pursuant to Section 3.3 and, subject to theprovisions of Section 3.3.2, use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the othersellers in such Registration or sale all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributedby such underwriters in such Registration or sale. The Holders of Registrable Securities to be distributed by such underwriters shall be parties to theunderwriting agreement between the Company and such underwriters and shall complete and execute all questionnaires, powers of attorney and otherdocuments reasonably requested by the underwriters and required under the terms of such underwriting arrangements. Any such Holder shall not be requiredto make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreementsregarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and any other representations to bemade by the Holder as are generally prevailing in agreements of that type, and the aggregate amount of the liability of such Holder shall not exceed suchHolder’s proceeds from the sale of its Registrable Securities in the offering, net of underwriting discounts and commissions but before expenses.

Section 3.6.3. Selection of Underwriters; Selection of Counsel . At a time when any BCP Investor is a Holder pursuant to this Agreement, (i) in thecase of an Underwritten Public Offering under Sections 3.1 or 3.2 the managing underwriter or underwriters to administer the offering shall be determined bythe BCP Investors; (ii) in the case of an Underwritten Public Offering under Section 3.3, the managing underwriter or underwriters to administer the offeringshall be determined by the Company; provided that such underwriter or underwriters shall be reasonably acceptable to the BCP Investors; and (iii) in the caseof an Underwritten Public Offering under Sections 3.1, 3.2 or 3.3, counsel to the Holders shall be selected by the BCP Investors. Once no BCP Investor is aHolder hereunder, the Reiss Investors shall be substituted for the BCP Investors under this Section 3.6.3 and, for greater certainty, shall thereafter be entitledto the rights contemplated under this Section 3.6.3.

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Section 3.7. No Inconsistent Agreements; Additional Rights . Neither the Company nor any of its subsidiaries shall hereafter enter into, and neither theCompany nor any of its subsidiaries is currently a party to, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders bythis Agreement. Neither the Company nor any of its subsidiaries shall enter into any agreement granting registration or similar rights to any Person without theapproval of each of the BCP Investors and Reiss Investors that are Holders hereunder at the time such agreement is entered into or such grant is agreed to, and theCompany hereby represents and warrants that, as of the date hereof, no registration or similar rights have been granted to any other Person other than pursuant tothis Agreement.

Section 3.8. Registration Expenses . All expenses incident to the Company’s performance of or compliance with this Agreement shall be paid by theCompany, including (i) all registration and filing fees, and any other fees and expenses associated with filings required to be made with the SEC, FINRA, theCanadian Securities Authorities or IIROC, (ii) all fees and expenses in connection with compliance with any securities or “Blue Sky” laws (including reasonablefees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities), (iii) all printing, translation,duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including all expenses of any transfer agent and expenses relating to TheDepository Trust Company or CDS Clearing and Depository Services Inc. and of printing prospectuses or other offering documents), (iv) all fees anddisbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and any subsidiaries of theCompany (including the expenses of any special audit and comfort letters required by or incident to such performance), (v) Securities Act liability insurance orsimilar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, (vi) all fees and expensesincurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealerquotation system, (viii) all reasonable fees and disbursements of legal counsel for the selling Holders, (ix) any reasonable fees and disbursements of underwriterscustomarily paid by issuers or sellers of securities, (x) all fees and expenses incurred in connection with the distribution or Transfer of Registrable Securities to orby a Holder or its Permitted Transferees in connection with a Public Offering, (xi) all fees and expenses of any special experts or other Persons retained by theCompany in connection with any Registration or sale, (xii) all of the Company’s internal expenses (including all salaries and expenses of its officers and employeesperforming legal or accounting duties) and (xiii) all expenses related to any “road show”, including the reasonable out-of-pocket expenses of the Holders andunderwriters, if so requested. All such expenses are referred to herein as “ Registration Expenses ”. The Company shall not be required to pay any fees anddisbursements to underwriters not customarily paid by the issuers of securities in an offering similar to the applicable offering, including underwriting discountsand commissions and transfer taxes, if any, attributable to the sale of Registrable Securities.

Section 3.9. Indemnification .

Section 3.9.1. Indemnification by the Company . The Company shall indemnify and hold harmless, to the full extent permitted by law, each Holder,each shareholder, member, limited or general partner of such Holder, each shareholder, member, limited or general partner of each such shareholder,member, limited or general partner, each of their respective Affiliates, officers, directors, managers, shareholders, employees,

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advisors, and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act or of analogous provisions underapplicable Canadian Securities Laws) or is deemed to control such Persons and each of their respective Representatives from and against any and all losses,penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation and legal expensesand any indemnity and contribution payments made to underwriters ) (each, a “ Loss ” and collectively “ Losses ”) arising out of or based upon (i) (A) anyuntrue or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities are registered or soldunder the Securities Act (including any final, preliminary or summary U.S. Prospectus contained therein or any amendment thereof or supplement thereto orany documents incorporated by reference therein), or (B) any omission or alleged omission to state therein a material fact required to be stated therein ornecessary to make the statements therein (in the case of a U.S. Prospectus or preliminary U.S. Prospectus, in light of the circumstances under which theywere made) not misleading, (ii) any information or statement in a Canadian Preliminary Prospectus or Canadian Prospectus that contains or is alleged tocontain a misrepresentation or any omission of a Canadian Preliminary Prospectus or Canadian Prospectus to contain full, true and plain disclosure of allmaterial facts relating to the securities distributed thereunder, (iii) any untrue or alleged untrue statement of a material fact contained in any other disclosuredocument produced by or on behalf of the Company or any of its subsidiaries including any report and other document filed under the Exchange Act orCanadian Securities Laws or (iv) any violation or alleged violation by the Company or any of its subsidiaries of any federal, state, provincial, foreign orcommon law rule or regulation applicable to the Company or any of its subsidiaries and relating to action or inaction in connection with any suchregistration, disclosure document or other document or report; provided , that no selling Holder shall be entitled to indemnification pursuant to thisSection 3.9.1 in respect of any untrue statement or omission or any misrepresentation contained in any information relating to such selling Holder furnishedin writing by such selling Holder to the Company specifically for inclusion in a Registration Statement, Canadian Preliminary Prospectus or CanadianProspectus and used by the Company in conformity therewith (such information “ Selling Holder Information ”). This indemnity shall be in addition to anyliability the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of suchHolder or any indemnified party and shall survive the Transfer of such securities by such Holder and regardless of any indemnity agreed to in theunderwriting agreement that is less favorable to the Holders. The Company shall also indemnify underwriters, selling brokers, dealer managers and similarsecurities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaningof the Securities Act and the Exchange Act) to the same extent as provided above (with appropriate modification) with respect to the indemnification of theindemnified parties.

Section 3.9.2. Indemnification by the Selling Holders . Each selling Holder agrees (severally and not jointly) to indemnify and hold harmless, to thefullest extent permitted by law, the Company, its Directors and officers and each Person who controls (within the meaning of the Securities Act or theExchange Act or of analogous provisions under applicable Canadian Securities Laws) or is deemed to control the Company from

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and against any Losses resulting from (i) (A) any untrue statement of a material fact in any Registration Statement under which such Registrable Securitieswere registered or sold under the Securities Act (including any final, preliminary or summary U.S. Prospectus contained therein or any amendment thereof orsupplement thereto or any documents incorporated by reference therein) or (B) any omission to state therein a material fact required to be stated therein ornecessary to make the statements therein (in the case of a U.S. Prospectus or preliminary U.S. Prospectus, in light of the circumstances under which theywere made) not misleading, or (ii) any information or statement in a Canadian Preliminary Prospectus or Canadian Prospectus that contains amisrepresentation, in each case to the extent, but only to the extent, that such untrue statement or omission or such misrepresentation is contained in suchselling Holder’s Selling Holder Information. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of theproceeds from the sale of its Registrable Securities in the offering giving rise to such indemnification obligation, net of underwriting discounts andcommissions but before expenses, less any amounts paid by such Holder pursuant to Section 3.9.4 and any amounts paid by such Holder as a result ofliabilities incurred under the underwriting agreement, if any, related to such sale.

Section 3.9.3. Conduct of Indemnification Proceedings . Any Person entitled to indemnification hereunder shall (a) give prompt written notice to theindemnifying party of any claim with respect to which it seeks indemnification ( provided that any delay or failure to so notify the indemnifying party shallrelieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it forfeits substantive legal rights by reason of such delay orfailure) and (b) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided ,however , that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense ofsuch claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (i) the indemnifying party has agreed in writing to paysuch fees or expenses, (ii) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice ofsuch claim from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person, (iii) the indemnified party hasreasonably concluded (based upon advice of its counsel) that there may be legal defenses available to it or other indemnified parties that are different from orin addition to those available to the indemnifying party, or (iv) in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict ofinterest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying partyin writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right toassume the defense of such claim on behalf of such Person). If the indemnifying party assumes the defense, the indemnifying party shall not have the right tosettle such action without the consent of the indemnified party. No indemnifying party shall consent to entry of any judgment or enter into any settlementwhich does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from allliability in respect to such claim or litigation without the prior written consent of such indemnified party. If such defense is not assumed by the indemnifyingparty, the indemnifying party will not

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be subject to any liability for any settlement made without its prior written consent, but such consent may not be unreasonably withheld. It is understood thatthe indemnifying party or parties shall not, except as specifically set forth in this Section 3.9.3, in connection with any proceeding or related proceedings inthe same jurisdiction, be liable for the reasonable fees, disbursements or other charges of more than one separate firm admitted to practice in suchjurisdiction at any one time unless (x) the employment of more than one counsel has been authorized in writing by the indemnifying party or parties, (y) anindemnified party has reasonably concluded (based on the advice of counsel) that there may be legal defenses available to it that are different from or inaddition to those available to the other indemnified parties or (z) a conflict or potential conflict exists or may exist (based upon advice of counsel to anindemnified party) between such indemnified party and the other indemnified parties, in each of which cases the indemnifying party shall be obligated to paythe reasonable fees and expenses of such additional counsel or counsels.

Section 3.9.4. Contribution . If for any reason the indemnification provided for in Section 3.9.1 and Section 3.9.2 is unavailable to an indemnifiedparty or insufficient in respect of any Losses referred to therein (other than as a result of exceptions or limitations on indemnification contained inSection 3.9.1 and Section 3.9.2), then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Lossin such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party or parties on the otherhand in connection with the acts, statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. The relativefault of the indemnifying party on the one hand and the indemnified party on the other hand shall be determined by reference to, among other things whetherany untrue or alleged untrue statement of a material fact or misrepresentation or the omission or alleged omission to state a material fact relates toinformation supplied by the indemnifying party or by the indemnified party, and the parties’ relative intent, knowledge, access to information andopportunity to correct or prevent such statement, misrepresentation or omission. The parties hereto agree that it would not be just or equitable if contributionpursuant to this Section 3.9.4 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitableconsiderations referred to in this Section 3.9.4. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The amount paid or payable by an indemnifiedparty as a result of the Losses referred to in Sections 3.9.1 and 3.9.2 shall be deemed to include, subject to the limitations set forth above, any legal or otherexpenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding theprovisions of this Section 3.9.4, in connection with any Registration effected pursuant to this Agreement, a selling Holder shall not be required to contributeany amount in excess of the dollar amount of the proceeds from the sale of its Registrable Securities in the offering giving rise to such indemnificationobligation, net of underwriting discounts and commissions but before expenses, less any amounts paid by such Holder pursuant to Section 3.9.2 and anyamounts paid by such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such Registration. If indemnification isavailable under this Section 3.9, the

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indemnifying parties shall indemnify each indemnified party to the full extent provided in Sections 3.9.1 and 3.9.2 hereof without regard to the provisions ofthis Section 3.9.4. The remedies provided for in this Section 3.9 are not exclusive and shall not limit any rights or remedies which may otherwise beavailable to any indemnified party at law or in equity.

Section 3.9.5. Priority . The Company hereby acknowledges and agrees that any Person entitled to indemnification pursuant to Section 3.9.1 (a “Company Indemnitee ”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by other sources. The Companyhereby acknowledges and agrees (i) that it is the indemnitor of first resort (i.e., its obligations to a Company Indemnitee are primary and any obligation ofsuch other sources to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Company Indemnitee aresecondary) and (ii) that it shall be required to advance the full amount of expenses incurred by a Company Indemnitee and shall be liable for the full amountof all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreementwithout regard to any rights a Company Indemnitee may have against such other sources. The Company further agrees that no advancement or payment bysuch other sources on behalf of a Company Indemnitee with respect to any claim for which such Company Indemnitee has sought indemnification,advancement of expenses or insurance from the Company shall affect the foregoing, and that such other sources shall have a right of contribution and/or besubrogated to the extent of such advancement or payment to all of the rights of recovery of such Company Indemnitee against the Company.

Section 3.10. Rules 144 and 144A and Regulation S . The Company shall file the reports required to be filed by it under the Securities Act and theExchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of anyHolder, make publicly available such necessary information for so long as necessary to permit sales that would otherwise be permitted by this Agreement pursuantto Rule 144, Rule 144A or Regulation S under the Securities Act, as such rules may be amended from time to time or any similar rule or regulation hereafteradopted by the SEC), and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder tosell Registrable Securities without Registration under the Securities Act in transactions that would otherwise be permitted by this Agreement and within thelimitation of the exemptions provided by (i) Rule 144, Rule 144A or Regulation S under the Securities Act, as such rules may be amended from time to time, or(ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder, the Company will deliver to such Holder a written statement as towhether it has complied with such requirements and, if not, the specifics thereof.

Section 3.11. Compliance with Canadian Securities Laws . With a view to making available the benefits of Canadian Securities Laws that may at any timepermit the resale of Registrable Securities without the filing of a Canadian Prospectus, at all times after the Company becoming a reporting issuer or the equivalentunder Canadian Securities Laws in any province or territory of Canada, the Company agrees to use is reasonable best efforts to (a) file with the appropriateCanadian Securities Authority authorities in a timely manner all reports and other

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documents required under Canadian Securities Laws, and (b) so long as any Holder owns any Registrable Securities, furnish to any Holder forthwith upon request awritten statement by the Company stating that the Company is a reporting issuer and is not in default of any requirement under Canadian Securities Laws.

Section 3.12. Existing Registration Statements . Notwithstanding anything herein to the contrary and subject to applicable law and regulation, theCompany may satisfy any obligation hereunder to file a Registration Statement or to have a Registration Statement become effective by a specified date bydesignating, by notice to the Holders, a Registration Statement that previously has been filed with the SEC or become effective, as the case may be, as the relevantRegistration Statement or U.S. Prospectus for purposes of satisfying such obligation, and all references to any such obligation shall be construed accordingly;provided that such previously filed Registration Statement may be, and is, amended or, subject to applicable securities laws, supplemented to add the number ofRegistrable Securities, and, to the extent necessary, to identify as selling shareholders those Holders demanding the filing of a Registration Statement pursuant tothe terms of this Agreement. To the extent this Agreement refers to the filing or effectiveness of other Registration Statements, by or at a specified time and theCompany has, in lieu of then filing such Registration Statements or having such Registration Statements become effective, designated a previously filed oreffective Registration Statement as the relevant Registration Statement for such purposes, in accordance with the preceding sentence, such references shall beconstrued to refer to such designated Registration Statement, as amended or supplemented in the manner contemplated by the immediately preceding sentence.

Section 3.13. Short Form Registrations . After the Company becoming a reporting issuer or the equivalent under Canadian Securities Laws in any provinceor territory of Canada, the Company agrees to use its reasonable best efforts to make available and maintain the availability of short form prospectus Registrationspursuant to NI 44-101. For greater certainty, references herein to a Canadian Preliminary Prospectus or a Canadian Prospectus shall as applicable include a shortform Canadian Preliminary Prospectus or a short form Canadian Prospectus.

ARTICLE IV

GOVERNANCE

Section 4.1. Board Nomination Rights .

Section 4.1.1. Size and Composition of the Board . At the time this Agreement becomes effective, the Board shall consist of five Directors. Theinitial Directors shall be Dani Reiss (Chairman), Joshua Bekenstein, Ryan Cotton, Stephen Gunn and Jean-Marc Huët. The initial BCP Group Directors shallbe Joshua Bekenstein and Ryan Cotton. The initial Reiss Group Director shall be Dani Reiss.

Section 4.1.2. Designation of Nominees . Pursuant to the terms and subject to the conditions of this Section 4.1 and applicable law, in respect of anyDirector Election Meeting the Company shall take all necessary action to nominate at least three (3) Independent Directors who meet the requirements setforth in Rule 10A-3 of the Exchange Act. In addition, in respect of any Director Election Meeting:

(a) as long as the BCP Group Permitted Holders hold, directly or indirectly, at least 40% of the Voting Shares outstanding (on a non-dilutedbasis), the BCP Group Permitted Holders shall be entitled to designate 50% of the Nominees, rounding up to the nearest whole number;

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(b) as long as the BCP Group Permitted Holders hold, directly or indirectly, at least 20% of the Voting Shares outstanding (but less than 40%

thereof), the BCP Group Permitted Holders shall be entitled to designate the greater of (i) one Nominee and (ii) 30% of the Nominees,rounding up to the nearest whole number;

(c) as long as the BCP Group Permitted Holders hold, directly or indirectly, at least 5% of the Voting Shares outstanding (but less than 20%

thereof), the BCP Group Permitted Holders shall be entitled to designate the greater of (i) one Nominee and (ii) 10% of the Nominees,rounding up to the nearest whole number; and

(d) as long as the Reiss Group Permitted Holders hold, directly or indirectly, at least 5% of the Voting Shares outstanding, the Reiss GroupPermitted Holders shall be entitled to designate one Nominee.

Section 4.1.3. Nomination and Election Procedures.

(a) The Company shall notify each Shareholder Group having a right to designate one or more Nominee under Section 4.1.2 of its intent to hold aDirector Election Meeting at least 60 Business Days prior to the date of such Director Election Meeting.

(b) Each Shareholder Group having a right to designate one or more Nominee under Section 4.1.2 may notify the Company of its designatedNominee(s) at any time but no less than 25 Business Days prior to the date of any Director Election Meeting. If, prior to the Director ElectionMeeting, the Nominee of a Shareholder Group is unable or unwilling to serve as a Director, then such Shareholder Group will be entitled todesignate a replacement Nominee.

(c) For so long as a Shareholder Group has the right to designate one or more Nominees under Section 4.1.2, the Company shall nominate forelection and include in any management information circular relating to any annual or special meeting (or submit to shareholders by writtenconsent if applicable) each person designated as Nominee of such Shareholder Group and take all steps which may be necessary or appropriateto recognize, enforce and comply with the rights of any Shareholder Group under this Section 4.1.

(d) Subject to Section 4.1.6, each Shareholder Group shall vote or cause to be voted all Voting Shares that it holds, directly or indirectly, or over

which it exercises control or direction, in favor of any Nominee designated by the other Shareholder Group at any Director Election Meeting,pursuant to the terms and subject to the conditions of this Section 4.1.

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Section 4.1.4. Other Nominees . The selection of Nominees other than the Nominees designated by the Shareholder Groups pursuant toSection 4.1.2 (including when any designation right of a Shareholder Group have not been exercised pursuant thereto), shall rest with the Board, or theNominating and Governance Committee, if so determined by the Board.

Section 4.1.5. Replacement Appointment . If any Nominee of a Shareholder Group resigns, is removed, or is unable to serve for any reason prior tothe expiration of his or her term as a Director, then such Shareholder Group shall be entitled to designate a replacement to be appointed by the Board asDirector as soon as reasonably practicable, except where such Shareholder Group would have otherwise ceased to be entitled to designate such Nomineepursuant to Section 4.1.2.

Section 4.1.6. Cessation; Resignation . Any Shareholder Group shall cease to have any rights or obligations under this Section 4.1 immediatelyupon ceasing to have the right to designate any Nominee pursuant to the terms of Section 4.1.2 and shall concurrently therewith, if requested by the Board,use its reasonable efforts to promptly obtain and deliver to the Company the written resignation of any Director previously designated by it pursuant to theterms of Section 4.1.2.

Section 4.1.7. Qualifications . Notwithstanding anything to the contrary in this Agreement, all Directors (including Directors designated by theShareholder Groups) shall, at all times while serving on the Board, meet the qualification requirements to serve as a director under the BCBCA, applicablesecurities laws and the rules of any stock exchange on which the Subordinate Voting Shares are listed.

Section 4.2. Board Committees .

Section 4.2.1. Composition of the Committees . The committees of the Board and their composition shall initially consist of the following:

(a) Audit Committee : Stephen Gunn (Chairman), Ryan Cotton, and Jean-Marc Huët;

(b) Compensation Committee : Joshua Bekenstein (Chairman) and Ryan Cotton; and

(c) Nominating and Governance Committee : Ryan Cotton (Chairman), Dani Reiss and Joshua Bekenstein.

Section 4.2.2. Chairman; Director Compensation . Dani Reiss shall serve as the initial Chairman of the Board, and shall continue to serve asChairman of the Board for so long as he remains Chief Executive Officer of the Company. For greater certainty, in the event Dani Reiss ceases to be anexecutive officer of the Company but remains a Director, he shall be entitled to receive compensation on the same terms and conditions as an IndependentDirector in the ordinary course.

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Section 4.2.3. Right to Committee Appointment . For so long as the BCP Group Permitted Holders have a right to designate one or more Nomineesunder Section 4.1.2, the BCP Group Permitted Holders shall be entitled at all time to designate one Director for appointment to each committee of the Board,subject to applicable law and the rules of the NYSE and TSX. Subject to the foregoing, all members of the committees of the Board shall be selected by theBoard.

Section 4.3. Expenses .

Section 4.3.1. The Company shall reimburse the members of the Board for all reasonable out-of-pocked expenses incurred in connection with theattendance at meetings of the Board and any committees thereof, including without limitation, travel, lodging and meal expenses.

Section 4.3.2. The Company shall obtain customary director and officer liability insurance on commercially reasonable terms.

Section 4.4. Written Consent or Resolutions . The provisions of this ARTICLE IV applicable to Director Election Meetings shall apply mutatismutandisto any written consent or resolutions of shareholders relating to the election of Directors.

Section 4.5. Quorum . As long as the BCP Group Permitted Holders has the right to designate at least two Nominees under Section 4.1.2, and exceptwhere no Director is a BCP Group Director, the quorum for any meeting of Directors shall require, in addition to all applicable requirements of the Articles, thepresence of at least one BCP Group Director, and the parties hereto agree not to transact any business at any meeting of Directors except in compliance with thisSection 4.5.

Section 4.6. Remedies . Without limiting the generality of Section 5.5, each party hereto acknowledges that a breach or threatened breach by a party of anyprovision of this Article IV will result in the other parties suffering irreparable harm which cannot be calculated or fully or adequately compensated by recovery ofdamages alone. Accordingly, each party agrees that the other parties shall be entitled to interim and permanent injunctive relief, specific performance and otherequitable remedies, in addition to any other relief to which it or any other party may become entitled.

ARTICLE V

MISCELLANEOUS

Section 5.1. Authority; Effect . Each party hereto represents and warrants to and agrees with each other party that the execution and delivery of thisAgreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement orother instrument applicable to such party or by which its assets are bound. This Agreement does not, and shall not be construed to, give rise to

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the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture or other association. The Company andits subsidiaries shall be jointly and severally liable for all obligations of each such party pursuant to this Agreement.

Section 5.2. Notices . Any notices, requests, demands and other communications required or permitted in this Agreement shall be effective if in writingand (i) delivered personally, (ii) sent by facsimile or e-mail, or (iii) sent by overnight courier, in each case, addressed as follows: If to the Company to:

Canada Goose Holdings Inc. 250 Bowie Avenue Toronto, ON, M6E 4Y2 Attention: David Forrest Facsimile: (416) 780-9854 E-mail: [email protected]

If to a BCP Investor, to:

c/o Bain Capital Partners, LLC John Hancock Tower 200 Clarendon Street Boston, Massachusetts 02166 Attention: John Kilgallon Facsimile: (617) 516-2010

with a copy (which shall not constitute notice) to:

Ropes & Gray LLP Three Embarcadero Center San Francisco, CA 94111-4006 Attention: Thomas Holden Facsimile: (415) 315-2355 E-mail: [email protected]

If to a Reiss Investor, to:

Dani Reissc/o Canada Goose Holdings Inc.

250 Bowie Avenue Toronto, ON, M6E 4Y2 Attention: Dani Reiss Facsimile: (416) 780-9854 E-mail: [email protected]

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with a copy (which shall not constitute notice) to:

Torkin Manes LLP151 Yonge Street, Suite 1500Toronto, ON, M5C 2W7Attention: Jeffrey I. CohenFacsimile: (888) 812-2562E-mail: [email protected]

Notice to the holder of record of any Registrable Securities shall be deemed to be notice to the holder of such securities for all purposes hereof.

Unless otherwise specified herein, such notices or other communications shall be deemed effective (i) on the date received, if personally delivered, (ii) on thedate received if delivered by facsimile or e-mail on a Business Day, or if not delivered on a Business Day, on the first Business Day thereafter and (iii) two (2)Business Days after being sent by overnight courier. Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to eachof the other parties hereto.

Section 5.3. Termination and Effect of Termination . This Agreement shall terminate upon the later of (i) the date on which no Holder holds anyRegistrable Securities, and (ii) the date on which both Shareholder Groups cease to have any right to designate any Director under this Agreement pursuant to theterms of Section 4.1.2; except for the provisions of Sections 3.9 and 3.10, which shall survive any such termination. No termination under this Agreement shallrelieve any Person of liability for breach or Registration Expenses incurred prior to termination. In the event this Agreement is terminated, each Person entitled toindemnification rights pursuant to Section 3.9 hereof shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liabilitythereunder and (ii) occurred prior to such termination.

Section 5.4. Permitted Transferees . The rights of a Holder hereunder may be assigned (but only with all related obligations as set forth below) inconnection with a Transfer of Registrable Securities to a Permitted Transferee of that Holder. Without prejudice to any other or similar conditions imposedhereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 5.4 will be effective unless the Permitted Transferee to whichthe assignment is being made, if not a Holder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonablysatisfactory to the Company that the Permitted Transferee will be bound by, and will be a party to, this Agreement. A Permitted Transferee to whom rights aretransferred pursuant to this Section 5.4 may not again transfer those rights to any other Permitted Transferee, other than as provided in this Section 5.4.

Section 5.5. Remedies . The parties to this Agreement shall have all remedies available at law, in equity or otherwise in the event of any breach orviolation of this Agreement or any default hereunder. The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to any otherremedies that may be available, each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and, in addition, tosuch other equitable remedies (including preliminary or temporary relief) as may be appropriate in the circumstances. No delay of or omission in the exercise ofany right, power or

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remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall itbe construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission norwaiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

Section 5.6. Amendments . This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms beeffective. This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed byeach of the Company, the BCP Investors and the Reiss Investors. Each such amendment, modification, extension or termination shall be binding upon each partyhereto. In addition, each party hereto may waive any right hereunder by an instrument in writing signed by such party.

Section 5.7. Governing Law . This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall begoverned by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of lawsprovision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

Section 5.8. Consent to Jurisdiction . Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction ofthe state and federal courts sitting in the State of New York for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry,proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, (ii) hereby waives to the extent not prohibited byapplicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action,any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, thatany such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in orby such court and (iii) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding orinvestigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor tomake any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort orotherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise.Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnificationrights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above. Notwithstanding theforegoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competentjurisdiction. Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by New York law, and agrees that service ofprocess by registered or certified mail, return receipt requested, at its address specified pursuant to Section 5.2 hereof is reasonably calculated to give actual notice.

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Section 5.9. WAIVER OF JURY TRIAL . TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACHPARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE)ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT,TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECTMATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, INEACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMEDBY THE OTHER PARTIES HERETO THAT THIS SECTION 5.9 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYINGAND WILL RELY IN ENTERING INTO THIS AGREEMENT. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THISSECTION 5.9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIALBY JURY.

Section 5.10. Merger; Binding Effect, Etc. This Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes allprior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of theparties hereto and thereto and their respective heirs, representatives, successors and permitted assigns. Except as otherwise expressly provided herein, no Holder orother party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of theother parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Section 5.11. Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which takentogether shall constitute one instrument.

Section 5.12. Severability . In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provisionshall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. Theprovisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, renderunenforceable or otherwise affect any other provision hereof.

Section 5.13. No Recourse . Notwithstanding anything that may be expressed or implied in this Agreement, the Company and each Holder covenant, agreeand acknowledge that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against anycurrent or future director, officer, employee, general or limited partner or member of any Holder or of any Affiliate or assignee thereof, as such, whether by theenforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed andacknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee ofany Holder or any current or future member of

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any Holder or any current or future director, officer, employee, partner or member of any Holder or of any Affiliate or assignee thereof, as such, for any obligationof any Holder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or byreason of such obligations or their creation.

[Signaturepagesfollow]

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IN WITNESS WHEREOF , each of the undersigned has duly executed this Agreement as of the date first above written. Company: CANADA GOOSE HOLDINGS INC.

By: /s/ Dani Reiss Name: Dani Reiss Title: President and Chief Executive Officer

By: /s/ John Black Name: John Black Title: Chief Financial Officer

Holders: DTR LLC

By: /s/ Dani Reiss Name: Dani Reiss Title: Chief Executive Officer and Secretary

BRENT (BC) PARTICIPATION S.À R.L.

By: /s/ Vishal Jugdeb Name: Vishal Jugdeb Title: Manager

By: /s/ Vladimir Mornard Name: Vladimir Mornard Title: Manager

[ SignaturePagetoInvestorRightsAgreement]

Exhibit 10.18

CANADA GOOSE HOLDINGS INC.

OMNIBUS INCENTIVE PLAN

● , 2017

TABLE OF CONTENTS Article 1 INTERPRETATION 1

Section 1.1 Definitions 1 Section 1.2 Interpretation 7

Article 2 PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS 8

Section 2.1 Purpose of the Plan 8 Section 2.2 Implementation and Administration of the Plan 8 Section 2.3 Participation in this Plan 9 Section 2.4 Shares Subject to the Plan 10 Section 2.5 Limits with Respect to Insiders and Individual Limits 11 Section 2.6 Granting of Awards 12

Article 3 UNVESTED SHARES 12

Section 3.1 Nature of Unvested Shares 12 Section 3.2 Unvested Share Awards 13 Section 3.3 Payment to Participant 13 Section 3.4 Unvested Share Agreements 14

Article 4 OPTIONS 14

Section 4.1 Nature of Options 14 Section 4.2 Option Awards 14 Section 4.3 Option Price 15 Section 4.4 Option Term 15 Section 4.5 Exercise of Options 15 Section 4.6 Method of Exercise and Payment of Purchase Price 15 Section 4.7 Option Agreements 16

Article 5 RESTRICTED SHARE UNITS 16

Section 5.1 Nature of RSUs. 16 Section 5.2 RSU Awards 16 Section 5.3 Restriction Period 17 Section 5.4 RSU Vesting Determination Date 17 Section 5.5 Settlement of RSUs. 17 Section 5.6 Determination of Amounts 18 Section 5.7 RSU Agreements 18 Section 5.8 Award of Dividend Equivalents 18

Article 6 SHARE APPRECIATION RIGHTS 19

Section 6.1 Nature of SARs. 19 Section 6.2 SAR Awards 19 Section 6.3 SAR Price 19

Section 6.4 SAR Term 19 Section 6.5 Exercise of SARs. 20 Section 6.6 Method of Exercise 20 Section 6.7 SAR Agreements 21

Article 7 GENERAL CONDITIONS 21

Section 7.1 General Conditions Applicable to Awards 21 Section 7.2 General Conditions Applicable to Options and SARs. 22 Section 7.3 General Conditions Applicable to RSUs. 23 Section 7.4 General Conditions Applicable to Unvested Shares 25

Article 8 COMPLIANCE WITH U.S. TAX LAWS 25

Section 8.1 Compliance with Section 162(m) and Other Limits 25 Section 8.2 Performance Based Exception Under Section 162(m) 26 Section 8.3 Incentive Stock Options 28 Section 8.4 Section 409A 28

Article 9 ADJUSTMENTS AND AMENDMENTS 29

Section 9.1 Adjustment to Shares Subject to Outstanding Awards 29 Section 9.2 Change of Control 29 Section 9.3 Amendment or Discontinuance of the Plan 30

Article 10 MISCELLANEOUS 32

Section 10.1 Use of an Administrative Agent and Trustee 32 Section 10.2 Tax Withholding 32 Section 10.3 Clawback 32 Section 10.4 Securities Law Compliance 33 Section 10.5 Reorganization of the Corporation 34 Section 10.6 Quotation of Shares 34 Section 10.7 No Fractional Shares 34 Section 10.8 Governing Laws 34 Section 10.9 Severability 34 Section 10.10 Effective Date of the Plan 34

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CANADA GOOSE HOLDINGS INC.OMNIBUS INCENTIVE PLAN

Canada Goose Holdings Inc. (the “ Corporation ”) hereby establishes an omnibus incentive plan for certain qualified directors, executive officers,employees or consultants of the Corporation or any of its Subsidiaries.

ARTICLE 1INTERPRETATION

Section 1.1 Definitions.

Where used herein or in any amendments hereto or in any communication required or permitted to be given hereunder, the following terms shall have thefollowing meanings, respectively, unless the context otherwise requires:

“ Account ” means an account maintained for each Participant on the books of the Corporation which will be credited with Awards in accordance with theterms of this Plan;

“ Affiliates ” has the meaning ascribed thereto in National Instrument 45-106 –ProspectusExemptions;

“ Associate ”, where used to indicate a relationship with a Participant, means (i) any domestic partner of that Participant and (ii) the spouse of thatParticipant and that Participant’s children, as well as that Participant’s relatives and that Participant’s spouse’s relatives, if they share that Participant’sresidence;

“ Award ” means any of an Option, a SAR, an Unvested Share or an RSU granted to a Participant pursuant to the terms of the Plan;

“ Black-Out Period ” means a period of time when pursuant to any policies of the Corporation (including the Corporation’s insider trading policy), anysecurities of the Corporation may not be traded by certain Persons designated by the Corporation;

“ Board ” has the meaning ascribed thereto in Section 2.2(1) hereof;

“ Business Day ” means a day other than a Saturday, Sunday or statutory holiday, when banks are generally open for business in Toronto, Ontario and NewYork, New York, for the transaction of banking business;

“ Cash Equivalent ” means the amount of money equal to the Market Value multiplied by the number of vested RSUs in the Participant’s Account, net ofany applicable taxes in accordance with Section 10.2, on the RSU Settlement Date;

“ Cause ” has the meaning ascribed thereto in Section 7.2(1) hereof;

“ Change of Control ” means, unless the Board determines otherwise, the happening, in a single transaction or in a series of related transactions, of any ofthe following events:

(i) any transaction (other than a transaction described in clause (ii) below) pursuant to which any Person or group of Persons acting jointly or inconcert acquires the direct or indirect beneficial ownership of securities of the Corporation representing 50% or more of the aggregate votingpower of all of the Corporation’s then issued and outstanding securities entitled to vote in the election of directors of the Corporation, otherthan any such acquisition that occurs (A) upon the exercise or settlement of options or other securities granted by the Corporation under any ofthe Corporation’s equity incentive plans; or (B) as a result of the conversion of the Multiple Voting Shares in the capital of the Corporationinto Shares;

(ii) there is consummated an arrangement, amalgamation, merger, consolidation or similar transaction involving (directly or indirectly) theCorporation and, immediately after the consummation of such arrangement, amalgamation, merger, consolidation or similar transaction, theshareholders of the Corporation immediately prior thereto do not beneficially own, directly or indirectly, either (A) outstanding votingsecurities representing more than 50% of the combined outstanding voting power of the surviving or resulting entity in such amalgamation,merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving orresulting entity in such arrangement, amalgamation merger, consolidation or similar transaction, in each case in substantially the sameproportions as their beneficial ownership of the outstanding voting securities of the Corporation immediately prior to such transaction;

(iii) the sale, lease, exchange, license or other disposition of all or substantially all of the Corporation’s assets to a Person other than a Person thatwas an Affiliate of the Corporation at the time of such sale, lease, exchange, license or other disposition, other than a sale, lease, exchange,license or other disposition to an entity, more than 50% of the combined voting power of the voting securities of which are beneficially ownedby shareholders of the Corporation in substantially the same proportions as their beneficial ownership of the outstanding voting securities ofthe Corporation immediately prior to such sale, lease, exchange, license or other disposition;

(iv) the passing of a resolution by the Board or shareholders of the Corporation to substantially liquidate the assets of the Corporation or wind up

the Corporation’s business or significantly rearrange its affairs in one or more transactions or series of transactions or the commencement ofproceedings for such a liquidation, winding-up or re-arrangement (except where such re-arrangement is part of a bona fide reorganization

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of the Corporation in circumstances where the business of the Corporation is continued and the shareholdings remain substantially the samefollowing the re-arrangement); or

(v) individuals who, on the Effective Date, are members of the Board (the “ Incumbent Board ”) cease for any reason to constitute at least amajority of the members of the Board; provided, however, that if the appointment or election (or nomination for election) of any new Boardmember was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member will,for purposes of this Plan, be considered as a member of the Incumbent Board;

provided, however, that any payment considered to be nonqualified deferred compensation under Section 409A, to the extent applicable, that is payable upona Change of Control of the Corporation or other similar event, to avoid the imposition of an additional tax, interest or penalty under Section 409A, no amountwill be payable unless such Change of Control constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the TreasuryRegulations;

“ Code ” means the United States Internal Revenue Code of 1986, as amended;

“ Corporation ” means Canada Goose Holdings Inc., a corporation existing under the BusinessCorporationsAct(British Columbia), as amended from timeto time;

“ Delay Period ” has the meaning ascribed thereto in Section 8.4(3) hereof;

“ Dividend Equivalent ” means a cash credit equivalent in value to a dividend paid on a Share credited to a Participant’s Account;

“ Eligibility Date ” the effective date on which a Participant becomes eligible to receive long-term disability benefits (provided that, for greater certainty,such effective date shall be confirmed in writing to the Corporation by the insurance company providing such long-term disability benefits);

“ Eligible Participants ” means any director, executive officer, employee or consultant of the Corporation or any of its Subsidiaries;

“ Employment Agreement ” means, with respect to any Participant, any written employment agreement between the Corporation or a Subsidiary and suchParticipant;

“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended;

“ Exercise Notice ” means a notice in writing signed by a Participant and stating the Participant’s intention to exercise a particular Award, if applicable;

“ Grant Agreement ” means an agreement evidencing the grant to a Participant of an Award, including an Unvested Share Agreement, an OptionAgreement, a SAR Agreement, an RSU Agreement or an Employment Agreement;

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“ Incentive Stock Option ” means, in the case of a Participant who is a U.S. Resident, any Option granted under and in accordance with the terms ofSection 8.3 hereof, that meets the requirements of Section 422 of the Code or any successor provision thereto and is designated by the Board in theapplicable Grant Agreement as an Incentive Stock Option;

“ Insider ” means a “reporting insider” as defined in National Instrument 55-104 – InsiderReportingRequirementsandExemptionsand includes Associatesand affiliates (as such term is defined in Part 1 of the TSX Company Manual) of such “reporting insider”;

“ Legacy Option Plan ” means the Canada Goose Holdings Inc. Amended and Restated Stock Option Plan dated ● , 2017, including any amendments orsupplements thereto made after the effective date thereof;

“ Market Value ” means at any date when the Market Value of Shares is to be determined, (i) if the Shares are listed on the TSX, the VWAP on the TSX forthe five (5) trading days immediately preceding such date; (ii) if the Shares are not listed on the TSX, then as calculated in paragraph (i) by reference to theprice on any other stock exchange on which the Shares are listed (if more than one, then using the exchange on which a majority of Shares are listed); or(iii) if the Shares are not listed on any stock exchange, the value as is determined solely by the Board, acting reasonably and in good faith and, in the case ofa Participant who is a U.S. Resident, in accordance with Section 409A, and such determination shall be conclusive and binding on all Persons;

“ Multiple Voting Shares ” means the multiple voting shares in the capital of the Corporation;

“ Nonstatutory Stock Option ” means, in the case of a Participant who is a U.S. Resident, any Option which is not an Incentive Stock Option;

“ NYSE ” means the New York Stock Exchange;

“ Option ” means an option granted by the Corporation to a Participant entitling such Participant to acquire a designated number of Shares from treasury atthe Option Price, but subject to the provisions hereof;

“ Option Agreement ” means a written agreement between the Corporation and a Participant evidencing the grant of Options and the terms and conditionsthereof, a form of which is attached hereto as Exhibit A;

“ Option Price ” has the meaning ascribed thereto in Section 4.2 hereof;

“ Option Term ” has the meaning ascribed thereto in Section 4.4 hereof;

“ Participants ” means Eligible Participants that are granted Awards under the Plan;

“ Performance Based Exception ” means, in the case of a Participant who is a U.S. Resident, the performance-based exception from the tax deductibilitylimitations of Section 162(m)(4)(C) of the Code (including, to the extent applicable, the special provision for options thereunder);

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“ Performance Criteria ” means specified criteria, other than the mere continuation of employment or the mere passage of time, the satisfaction of which isa condition for the grant, exercisability, vesting or full enjoyment of an Award. A Performance Criterion and any targets with respect thereto need not bebased upon an increase, a positive or improved result or avoidance of loss. For purposes of Awards that are intended to qualify for the performance-basedcompensation exception under Section 162(m), a Performance Criterion will mean an objectively determinable measure or objectively determinablemeasures of performance relating to any or any combination of the following (measured either absolutely or by reference to an index or indices anddetermined either on a consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, project or geographical basis or incombinations thereof): sales; net sales; sales by location or store type; revenues; assets; expenses; earnings before or after deduction for all or any portion ofinterest, taxes, depreciation, and/or amortization, whether or not on a continuing operations or an aggregate or per share basis; return on equity, investment,capital, capital employed or assets; one or more operating ratios; borrowing levels, leverage ratios or credit rating; market share; capital expenditures; cashflow; operating efficiencies; operating income; net income; share price; shareholder return; sales of particular products or services; customer acquisition orretention; buyer contribution; acquisitions and divestitures (in whole or in part); joint ventures and strategic alliances; spin-offs, split-ups and the like;reorganizations; or recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings. To the extent consistent with the requirements forsatisfying the performance-based compensation exception under Section 162(m), the Board may provide in the case of any Award intended to qualify forsuch exception that one or more of the Performance Criteria applicable to such Award will be adjusted in an objectively determinable manner to reflectevents (for example, but without limitation, acquisitions or dispositions) occurring during the performance period that affect the applicable PerformanceCriterion or Criteria;

“ Performance Period ” means the period determined by the Board at the time any Award is granted or at any time thereafter during which any PerformanceCriteria and any other vesting conditions specified by the Board with respect to such Award are to be measured;

“ Person ” means an individual, corporation, company, cooperative, partnership, trust, unincorporated association, entity with juridical personality orgovernmental authority or body, and pronouns which refer to a Person shall have a similarly extended meaning;

“ Plan ” means this Canada Goose Holdings Inc. Omnibus Incentive Plan, including any amendments or supplements hereto made after the effective datehereof;

“ Restriction Period ” means the period determined by the Board pursuant to Section 5.3 hereof;

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“ RSU ” means a right awarded to a Participant to receive a payment in the form of Shares, cash equivalent or a combination thereof as provided in Article 5hereof and subject to the terms and conditions of this Plan;

“ RSU Agreement ” means a written agreement between the Corporation and a Participant evidencing the grant of RSUs and the terms and conditionsthereof;

“ RSU Settlement Date ” has the meaning determined in Section 5.5(1);

“ RSU Vesting Determination Date ” has the meaning described thereto in Section 5.4 hereof;

“ SAR ” means a right to receive a payment, in cash or in Shares, equal to the appreciation in the Corporation’s Shares over a specified period, as set forth inthe respective SAR Agreement;

“ SAR Agreement ” means a written agreement between the Corporation and a Participant evidencing the grant of SARs and the terms and conditionsthereof;

“ SAR Price ” has the meaning ascribed thereto in Section 6.2 hereof;

“ SAR Term ” has the meaning ascribed thereto in Section 6.4 hereof;

“ Section 409A ” means Section 409A of the Code and the Treasury Regulations promulgated thereunder;

“ Section 162(m) ” means Section 162(m) of the Code and the Treasury Regulations promulgated thereunder;

“ Shares ” means the subordinate voting shares in the share capital of the Corporation;

“ Share Compensation Arrangement ” means a stock option, stock option plan, employee stock purchase plan, long-term incentive plan or any othercompensation or incentive mechanism involving the issuance or potential issuance of Shares to one or more full-time employees, directors, officers, Insiders,or consultants of the Corporation or a Subsidiary including a share purchase from treasury by a full-time employee, director, officer, Insider, or consultantwhich is financially assisted by the Corporation or a Subsidiary by way of a loan, guarantee or otherwise;

“ Stock Exchange ” means the TSX or the NYSE or, if the Shares are not listed or posted for trading on any of such stock exchanges at a particular date, anyother stock exchange on which the majority of the trading volume and value of the Shares are listed or posted for trading;

“ Subsidiary ” means a corporation, company or partnership that is controlled, directly or indirectly, by the Corporation;

“ Tax Act ” means the IncomeTaxAct(Canada) and its regulations thereunder, as amended from time to time;

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“ Termination Date ” means (i) in the event of a Participant’s resignation, the date on which such Participant ceases to be a director, executive officer,employee or consultant of the Corporation or one of its Subsidiaries and (ii) in the event of the termination of the Participant’s employment, or position asdirector, executive or officer of the Corporation or a Subsidiary, or consultant providing ongoing services to the Corporation and its Subsidiaries, theeffective date of the termination as specified in the notice of termination provided to the Participant by the Corporation or the Subsidiary, as the case may be;

“ Treasury Regulations ” means the tax regulations promulgated by the United States Internal Revenue Service under the Code;

“ TSX ” means the Toronto Stock Exchange;

“ U.S. Resident ” means any individual who is treated as a resident of the United States for United States federal tax purposes;

“ Unvested Share ” means a Share granted to a Participant with such restrictions and vesting conditions upon such Shares as may be determined by theBoard at the time of the grant and granted in accordance with Article 3 hereof;

“ Unvested Share Agreement ” means a written agreement between the Corporation or a Subsidiary and a Participant evidencing the grant of UnvestedShares and the terms and conditions thereof;

“ Vested Awards ” has the meaning described thereto in Section 7.2(5) hereof; and

“ VWAP ” means the volume weighted average trading price of the Shares, calculated by dividing the total value by the total volume of Shares traded for therelevant period.

Section 1.2 Interpretation.

(1) Whenever the Board is to exercise discretion or authority in the administration of the terms and conditions of this Plan, the term “discretion” or “authority”means the sole and absolute discretion of the Board.

(2) The provision of a table of contents, the division of this Plan into Articles, Sections and other subdivisions and the insertion of headings are for convenientreference only and do not affect the interpretation of this Plan.

(3) In this Plan, words importing the singular shall include the plural, and vice versa and words importing any gender include any other gender.

(4) The words “including”, “includes” and “include” and any derivatives of such words mean “including (or includes or include) without limitation”. As usedherein, the expressions “Article”, “Section” and other subdivision followed by a number, mean and refer to the specified Article, Section or other subdivisionof this Plan, respectively.

(5) Unless otherwise specified in the Participant’s Grant Agreement, all references to money amounts are to Canadian currency.

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(6) For purposes of this Plan, the legal representatives of a Participant shall only include the administrator, the executor or the liquidator of the Participant’sestate or will.

(7) If any action may be taken within, or any right or obligation is to expire at the end of, a period of days under this Plan, then the first day of the period is notcounted, but the day of its expiry is counted.

ARTICLE 2PURPOSE AND ADMINISTRATION OF THE PLAN; GRANTING OF AWARDS

Section 2.1 Purpose of the Plan.

The purpose of the Plan is to permit the Corporation to grant Awards to Eligible Participants, subject to certain conditions as hereinafter set forth, for thefollowing purposes:

(a) to increase the interest in the Corporation’s welfare of those Eligible Participants, who share responsibility for the management, growth and protectionof the business of the Corporation or a Subsidiary;

(b) to provide an incentive to such Eligible Participants to continue their services for the Corporation or a Subsidiary and to encourage such Eligible

Participants whose skills, performance and loyalty to the objectives and interests of the Corporation or a Subsidiary are necessary or essential to itssuccess, image, reputation or activities;

(c) to reward Participants for their performance of services while working for the Corporation or a Subsidiary; and

(d) to provide a means through which the Corporation or a Subsidiary may attract and retain able Persons to enter its employment or service.

Section 2.2 Implementation and Administration of the Plan.

(1) The Plan shall be administered and interpreted by the board of directors of the Corporation (the “ Board ”) or, if the Board by resolution so decides, by acommittee or plan administrator appointed by the Board. If such committee or plan administrator is appointed for this purpose, all references to the “ Board” herein will be deemed references to such committee or plan administrator. Nothing contained herein shall prevent the Board from adopting other oradditional Share Compensation Arrangements or other compensation arrangements, subject to any required approval.

(2) Subject to Article 9 hereof and any applicable rules of a Stock Exchange, the Board may, from time to time, as it may deem expedient, adopt, amend andrescind rules and regulations or vary the terms of this Plan and/or any Award hereunder for carrying out the provisions and purposes of the Plan and/or toaddress tax or other requirements of any applicable non-Canadian jurisdiction.

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(3) Subject to the provisions herein, the Board is authorized, in its sole discretion, to make such determinations under, and such interpretations of, and take suchsteps and actions in connection with, the proper administration and operations of the Plan as it may deem necessary or advisable. The Board may delegate toofficers or managers of the Corporation, or committees thereof, the authority, subject to such terms as the Board shall determine, to perform such functions,in whole or in part, to the extent that such delegation will not result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participantssubject to Section 16 of the Exchange Act in respect of the Corporation and will not cause Awards intended to qualify as “qualified performance-basedcompensation” under Section 162(m) to fail to so qualify. Any such delegation by the Board may be revoked at any time at the Board’s sole discretion. Theinterpretation, administration, construction and application of the Plan and any provisions hereof made by the Board, or by any officer, manager, committeeor any other Person to which the Board delegated authority to perform such functions, shall be final and binding on the Corporation, its Subsidiaries and allEligible Participants.

(4) No member of the Board or any Person acting pursuant to authority delegated by the Board hereunder shall be liable for any action or determination taken ormade in good faith in the administration, interpretation, construction or application of the Plan or any Award granted hereunder. Members of the Board orand any person acting at the direction or on behalf of the Board, shall, to the extent permitted by law, be fully indemnified and protected by the Corporationwith respect to any such action or determination.

(5) The Plan shall not in any way fetter, limit, obligate, restrict or constraint the Board with regard to the allotment or issuance of any Shares or any othersecurities, including Multiple Voting Shares, in the capital of the Corporation. For greater clarity, the Corporation shall not by virtue of this Plan be in anyway restricted from declaring and paying stock dividends, repurchasing Shares or Multiple Voting Shares, or varying or amending its share capital orcorporate structure.

Section 2.3 Participation in this Plan.

(1) The Corporation makes no representation or warranty as to the future market value of the Shares or with respect to any income tax matters affecting anyParticipant resulting from the grant of an Award or the exercise of an Option or a SAR or transactions in the Shares. With respect to any fluctuations in themarket price of the Shares, neither the Corporation, nor any of its directors, officers, employees, shareholders or agents shall be liable for anything done oromitted to be done by such Person or any other Person with respect to the price, time, quantity or other conditions and circumstances of the issuance ofShares hereunder, or in any other manner related to the Plan. For greater certainty, no amount will be paid to, or in respect of, a Participant under the Plan orpursuant to any other arrangement, and no additional Awards will be granted to such Participant to compensate for a downward fluctuation in the price of theShares, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose. The Corporation and its Subsidiaries do notassume responsibility for the income or other tax consequences resulting to any Participant and each Participant is advised to consult with his or her own taxadvisors.

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(2) Participants (and their legal representatives) shall have no legal or equitable right, claim, or interest in any specific property or asset of the Corporation orany of its Subsidiaries. No asset of the Corporation or any of its Subsidiaries shall be held in any way as collateral security for the fulfillment of theobligations of the Corporation or any of its Subsidiaries under this Plan. Unless otherwise determined by the Board, this Plan shall be unfunded. To theextent any Participant or his or her estate holds any rights by virtue of a grant of Awards under this Plan, such rights (unless otherwise determined by theBoard) shall be no greater than the rights of an unsecured creditor of the Corporation.

(3) Unless otherwise determined by the Board, the Corporation shall not offer financial assistance to any Participant in regards to the exercise of any Awardgranted under this Plan.

Section 2.4 Shares Subject to the Plan.

(1) Subject to adjustment pursuant to Article 9 hereof, the securities that may be acquired by Participants under this Plan shall consist of authorized but unissuedShares.

(2) The maximum number of Shares reserved for issuance, in the aggregate, under this Plan shall be equal to 4,600,340 Shares, plus any Shares underlyingOptions granted under the Legacy Option Plan that, after the effective date of the Plan, expire or are forfeited. No Award that can be settled in Shares issuedfrom treasury may be granted if such grant would have the effect of causing the total number of Shares subject to such Award to exceed the above-noted totalnumbers of Shares reserved for issuance pursuant to the settlement of Awards. For greater certainty, Section 2.4 shall not limit the Corporation’s ability toissue Awards that are payable other than in Shares issued from treasury.

(3) The Corporation shall, at all times during the term of this Plan, ensure that the number of Shares it is authorized to issue is sufficient to satisfy therequirement of this Plan and the Legacy Option Plan; provided that awards will no longer be granted under the Legacy Option Plan.

(4) If the Corporation issues Shares from treasury, such Shares will be issued in consideration for the past services of the Participant to the Corporation and theentitlement of the Participant under this Plan shall be satisfied in full by such issuance of Shares. The Board may cause Shares used to satisfy for thesettlement of RSUs granted under the Plan to be purchased instead on the open market.

(5) If an outstanding Award (or portion thereof) expires or is forfeited, surrendered, cancelled or otherwise terminated for any reason without having beenexercised or settled in full, or if Shares acquired pursuant to an Award subject to forfeiture are forfeited, the Shares covered by such Award, if any, will againbe available for issuance under the Plan. Shares will not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that issettled in cash, but Shares purchased on the open market will be deemed to have been issued pursuant to the Plan for the purpose of the Share reserve setforth in Section 2.4(2).

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Section 2.5 Limits with Respect to Insiders and Individual Limits.

(1) The maximum number of Shares issuable to Eligible Participants who are Insiders, at any time, under this Plan, the Legacy Option Plan and any otherproposed or established Share Compensation Arrangement, shall not exceed ten percent (10%) of the Shares and Multiple Voting Shares issued andoutstanding from time to time (calculated on a non-diluted basis).

(2) The maximum number of Shares issued to Eligible Participants who are Insiders, within any one year period, under this Plan, the Legacy Option Plan andany other proposed or established Share Compensation Arrangement, shall not exceed ten percent (10%) of the Shares and Multiple Voting Shares issuedand outstanding from time to time (calculated on a non-diluted basis).

(3) Any Award granted pursuant to the Plan, or securities issued under the Legacy Option Plan and any other Share Compensation Arrangement, prior to aParticipant becoming an Insider, shall be excluded from the purposes of the limits set out in Section 2.5(1) and Section 2.5(2).

(4) The following additional limits apply to Awards of the specified type granted, or in the case of cash Awards, payable to any Participant in any one fiscalyear:

(a) Options: 200,000 Shares;

(b) SARs: 200,000 Shares;

(c) Awards other than Options, SARs or cash Awards: 200,000 Shares;

(d) Cash Awards with a Performance Period of up to one year: $500,000; and

(e) Cash Awards with a Performance Period of longer than one year: $1,000,000; and

in applying the foregoing limits, (i) all Awards of the specified type granted to the same person in the same fiscal year are aggregated and made subject toone limit; (ii) the limits applicable to Options and SARs refer to the number of Shares underlying those Awards; (iii) the Share limit under clause (c) refers tothe maximum number of Shares that may be delivered, or the value of which could be paid in cash or other property, under an Award or Awards of the typespecified in clause (c) assuming a maximum payout; (iv) Awards other than cash Awards that are settled in cash count against the applicable Share limitunder clause (a), (b) or (c) and not against the dollar limit under clauses (d) or (e); and (v) the dollar limit under clauses (d) and (e) refers to the maximumdollar amount payable under a cash Award assuming a maximum payout. If an Award denominated in Shares is cancelled, to the extent such Award waseither (a) an Option or SAR, or (b) was otherwise intended to satisfy the Performance Based Exception, the Shares subject to the cancelled Award continueto count against the maximum number of Shares which may be granted to a Participant who is a U.S. Resident in any fiscal year. All Shares specified in thisSection 2.5(4) shall be adjusted to the extent necessary to reflect adjustments to Shares required by Article 9.

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(5) The Board may establish compensation for non-employee directors from time to time, subject to the limitations in the Plan. The Board will from time to timedetermine the terms, conditions and amounts of all such non-employee director compensation in its discretion and pursuant to the exercise of its businessjudgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, provided that the maximumaggregate grant date fair value, as determined in accordance with IFRS 2, of Awards granted to any non-employee director for service as a director pursuantto the Plan during any fiscal year, together with any other fees or compensation paid to such director outside of the Plan for services as a director may notexceed $500,000 (or, in the fiscal year of any director’s initial service, $750,000).

Section 2.6 Granting of Awards.

(1) Any Award granted under the Plan shall be subject to the requirement that, if at any time counsel to the Corporation shall determine that the listing,registration or qualification of the Shares subject to such Award, if applicable, upon any securities exchange or under any law or regulation of anyjurisdiction, or the consent or approval of any securities exchange or any governmental or regulatory body, is necessary as a condition of, or in connectionwith, the grant of such Awards or exercise of any Option or SAR or the issuance or purchase of Shares thereunder, if applicable, such Award may not beaccepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained onconditions acceptable to the Board. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration,qualification, consent or approval.

(2) The Corporation may require, as a condition to the exercise of an Award or the delivery of Shares under an Award, such representations or agreements ascounsel for the Corporation may consider appropriate to avoid violation of the U.S. Securities Act of 1933, as amended, or any applicable state or non-U.S.securities law. Any Shares required to be issued to Participants under the Plan will be evidenced in such manner as the Board may deem appropriate,including book-entry registration or delivery of share certificates. In the event that the Board determines that share certificates will be issued to Participantsunder the Plan, the Board may require that certificates evidencing Shares issued under the Plan bear an appropriate legend reflecting any restriction ontransfer applicable to such Shares, and the Corporation may hold the share certificates pending lapse of the applicable restrictions.

ARTICLE 3UNVESTED SHARES

Section 3.1 Nature of Unvested Shares.

An Unvested Share is a Share with such restrictions and vesting and other conditions placed upon the Share as the Board may determine at the time of grant.

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Section 3.2 Unvested Share Awards.

Subject to the provisions herein set forth and any shareholder or regulatory approval which may be required, the Board shall, from time to time by resolution,in its sole discretion, (i) designate the Eligible Participants who may receive Unvested Shares under the Plan, (ii) fix the number of Unvested Shares, if any, to begranted to each Eligible Participant and the date or dates on which such Unvested Shares shall be granted, and (iii) determine the restrictions and vesting and otherconditions applicable to such Unvested Shares (including, a restriction on or prohibition against the right to receive any dividend or other right or property withrespect thereto), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise as the Board determines, thewhole subject to the terms and conditions prescribed in this Plan.

Section 3.3 Payment to Participant.

(1) The Corporation shall, as soon as possible after the grant of the Unvested Shares, cause the transfer agent and registrar of the Shares either to:

(a) deliver to the Participant a certificate in the name of the Participant representing in the aggregate such number of Shares as the Participant shall thenbe entitled to receive; or

(b) in the case of Unvested Shares issued in uncertificated form, cause the issuance of the aggregate number of Unvested Shares as the Participant shall

then be entitled to receive to be evidenced by a book position on the register of the shareholders of the Corporation maintained by the transfer agentand registrar of the Shares.

(2) Each certificate representing Unvested Shares shall bear the following legend, as amended to reflect the restrictions and/or vesting conditions placed uponthe Shares as the Board may determine at the time of grant:

“THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS IN ACCORDANCE WITH THE CORPORATION’S OMNIBUSINCENTIVE PLAN DATED ● , 2017 AND AN UNVESTED SHARE AGREEMENT DATED ●. THE SECURITIES REPRESENTED HEREBY MAYNOT BE TRANSFERRED UNTIL ●.”

(3) Unless the Board shall otherwise determine,

(a) uncertificated Unvested Shares shall be accompanied by a notation on the records of the Corporation or the transfer agent to the effect that they aresubject to forfeiture until such Unvested Shares are vested as provided in Section 3.3(4) below; and

(b) certificated Unvested Shares shall remain in the possession of the Corporation until such Unvested Shares have vested as provided in Section 3.3(4)

below, and the Participant shall be required, as a condition of the grant of such Unvested Shares, to deliver to the Corporation such instruments oftransfer as the Board may prescribe.

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(4) The Board, at the time of grant, shall specify the date or dates and/or the restrictions and vesting conditions on which the nontransferability of the UnvestedShares and the Corporation’s right of repurchase or forfeiture shall lapse. Subsequent to such date, or dates and/or the attainment of the restrictions andvesting conditions, the Unvested Shares on for which all restrictions have lapsed shall no longer be Unvested Shares and shall be deemed “vested”.

Section 3.4 Unvested Share Agreements.

The terms of the Unvested Shares shall be evidenced by Unvested Share Agreement or included in an Employment Agreement, in such form not inconsistentwith the Plan, as the Board may from time to time determine. The Unvested Share Agreement shall contain such terms that may be considered necessary in orderthat the Unvested Shares will comply with any provisions respecting restricted securities in the income tax or other laws in force in any country or jurisdiction ofwhich a Participant may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation, including applicablesecurities laws.

ARTICLE 4OPTIONS

Section 4.1 Nature of Options.

An Option is an option granted by the Corporation to a Participant entitling such Participant to acquire a designated number of Shares from treasury at theOption Price, but subject to the provisions hereof. For the avoidance of doubt, no Dividend Equivalents shall be granted in connection with an Option.

Section 4.2 Option Awards.

Subject to the provisions set forth in this Plan and any shareholder or regulatory approval which may be required, the Board shall, from time to time byresolution, in its sole discretion, (i) designate the Eligible Participants who may receive Options under the Plan, (ii) fix the number of Options, if any, to be grantedto each Eligible Participant and the date or dates on which such Options shall be granted, (iii) determine the price per Share to be payable upon the exercise of eachsuch Option (the “ Option Price ”) and the relevant vesting provisions (including Performance Criteria, if applicable) and the Option Term, the whole subject tothe terms and conditions prescribed in this Plan or in any Option Agreement, and any applicable rules of a Stock Exchange.

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Section 4.3 Option Price.

The Option Price for Shares that are the subject of any Option shall be determined and approved by the Board when such Option is granted, but shall not beless than the Market Value of such Shares at the time of the grant.

Section 4.4 Option Term.

(1) The Board shall determine, at the time of granting the particular Option, the period during which the Option is exercisable, which shall not be more than ten(10) years from the date the Option is granted (“ Option Term ”). Unless otherwise determined by the Board, all unexercised Options shall be cancelled atthe expiry of such Options.

(2) Should the expiration date for an Option fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black-Out Period,such expiration date shall be automatically extended without any further act or formality to that date which is the tenth (10 th ) Business Day after the end ofthe Black-Out Period, such tenth (10 th ) Business Day to be considered the expiration date for such Option for all purposes under the Plan. NotwithstandingSection 9.3 hereof, the ten (10) Business Day-period referred to in this Section 4.4(2) may not be extended by the Board.

Section 4.5 Exercise of Options.

Prior to its expiration or earlier termination in accordance with the Plan, each Option shall be exercisable at such time or times and/or pursuant to theachievement of such Performance Criteria and/or other vesting conditions as the Board at the time of granting the particular Option, may determine in its solediscretion. For greater certainty, any exercise of Options by a Participant shall be made in accordance with the Corporation’s insider trading policy.

Section 4.6 Method of Exercise and Payment of Purchase Price.

(1) Subject to the provisions of the Plan, an Option granted under the Plan shall be exercisable (from time to time as provided in Section 4.5 hereof) by theParticipant (or by the liquidator, executor or administrator, as the case may be, of the estate of the Participant) by delivering a fully completed ExerciseNotice to the Corporation at its registered office to the attention of the Corporate Secretary of the Corporation (or the individual that the Corporate Secretaryof the Corporation may from time to time designate) or give notice in such other manner as the Corporation may from time to time designate, which noticeshall specify the number of Shares in respect of which the Option is being exercised and shall be accompanied by full payment, by cash, certified cheque,bank draft or any other form of payment deemed acceptable by the Board of the purchase price for the number of Shares specified therein and, if required bySection 10.2, the amount necessary to satisfy any taxes.

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(2) Upon the exercise, the Corporation shall, as soon as practicable after such exercise but no later than ten (10) Business Days following such exercise,forthwith cause the transfer agent and registrar of the Shares either to:

(a) deliver to the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) a certificate in the name of

the Participant representing in the aggregate such number of Shares as the Participant (or to the liquidator, executor or administrator, as the case maybe, of the estate of the Participant) shall have then paid for and as are specified in such Exercise Notice; or

(b) in the case of Shares issued in uncertificated form, cause the issuance of the aggregate number of Shares as the Participant (or the liquidator, executor

or administrator, as the case may be, of the estate of the Participant) shall have then paid for and as are specified in such Exercise Notice to beevidenced by a book position on the register of the shareholders of the Corporation to be maintained by the transfer agent and registrar of the Shares.

Section 4.7 Option Agreements.

Options shall be evidenced by an Option Agreement or included in an Employment Agreement, in such form not inconsistent with the Plan as the Board mayfrom time to time determine. The Option Agreement shall contain such terms that may be considered necessary in order that the Option will comply with anyprovisions respecting options in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time be a resident orcitizen or the rules of any regulatory body having jurisdiction over the Corporation.

ARTICLE 5RESTRICTED SHARE UNITS

Section 5.1 Nature of RSUs.

An RSU is an Award that, upon settlement, entitles the recipient Participant to acquire Shares at such purchase price (which may be zero) as determined bythe Board, or to receive the Cash Equivalent or a combination thereof, as the case may be, pursuant and subject to such restrictions and conditions as the Board maydetermine at the time of grant, unless such RSU expires prior to being settled. Conditions may, without limitation, be based on continuing employment (or otherservice relationship) and/or achievement of Performance Criteria.

Section 5.2 RSU Awards.

(1) Subject to the provisions herein set forth and any shareholder or regulatory approval which may be required, the Board shall, from time to time by resolution,in its sole discretion, (i) designate the Eligible Participants who may receive RSUs under the Plan, (ii) fix the number of RSUs, if any, to be granted to eachEligible Participant and the date or dates on which such RSUs shall be granted, (iii) determine the relevant conditions and vesting provisions (including theapplicable Performance Period and Performance Criteria, if any) and the Restriction Period of such RSUs, and (iv) any other terms and conditions applicableto the granted RSUs, which need not be identical and which, without limitation, may include non-competition provisions, the whole subject to the terms andconditions prescribed in this Plan and in any RSU Agreement.

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(2) In making such determination, the Board shall consider the timing of crediting RSUs to the Participant’s Account and the vesting requirements applicable tosuch RSUs to ensure that the crediting of the RSUs to the Participant’s Account and the vesting requirements are not considered a “salary deferralarrangement” for purposes of the Tax Act and any applicable provincial legislation.

(3) Subject to the vesting and other conditions and provisions herein set forth and in the RSU Agreement, each RSU awarded to a Participant shall entitle theParticipant to receive one Share, the Cash Equivalent or a combination thereof as soon as possible upon confirmation by the Board that the vesting conditions(including the Performance Criteria, if any) have been met and no later than the last day of the Restriction Period.

Section 5.3 Restriction Period.

The applicable restriction period in respect of a particular RSU shall be determined by the Board but in all cases shall end no later than December 31 of thecalendar year which is three (3) years after the calendar year in which the performance of services, for which RSU is granted, occurred (“ Restriction Period ”).Unless otherwise determined by the Board, all unvested RSUs shall be cancelled on the RSU Vesting Determination Date (as such term is defined in Section 5.4)and, in any event, no later than the last day of the Restriction Period.

Section 5.4 RSU Vesting Determination Date.

The vesting determination date means the date on which the Board determines if the Performance Criteria and/or other vesting conditions with respect to anRSU have been met (the “ RSU Vesting Determination Date ”), and as a result, establishes the number of RSUs that become vested, if any. For greater certainty,the RSU Vesting Determination Date must fall after the end of the Performance Period, if any, but no later than the last day of the Restriction Period.

Section 5.5 Settlement of RSUs.

(1) Except as otherwise provided in the RSU Agreement, all of the vested RSUs covered by a particular grant may be settled within five (5) Business Daysfollowing their RSU Vesting Determination Date but no later than the end of the Restriction Period (the “ RSU Settlement Date ”).

(2) Settlement of RSUs shall take place promptly following the RSU Settlement Date, and no later than the end of the Restriction Period, and take the formdetermined by the Board, in its sole discretion. Settlement of RSUs shall take place through:

(a) in the case of settlement of RSUs for their Cash Equivalent, delivery of a cheque to the Participant representing the Cash Equivalent;

(b) in the case of settlement of RSUs for Shares:

(i) delivery to the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) of a certificate inthe

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name of the Participant representing in the aggregate such number of Shares as the Participant (or to the liquidator, executor or administrator,as the case may be, of the estate of the Participant) shall be entitled to receive (unless the Participant intends to simultaneously dispose of anysuch Shares); or

(ii) in the case of Shares issued in uncertificated form, issuance of the aggregate number of Shares as the Participant (or the liquidator, executor or

administrator, as the case may be, of the estate of the Participant) shall be entitled to receive to be evidenced by a book position on the registerof the shareholders of the Corporation to be maintained by the transfer agent and registrar of the Shares; or

(c) in the case of settlement of the RSUs for a combination of Shares and the Cash Equivalent, a combination of (a) and (b) above.

Section 5.6 Determination of Amounts.

(1) For purposes of determining the Cash Equivalent of RSUs to be made pursuant to Section 5.5, such calculation will be made on the RSU Settlement Datebased on the Market Value on the RSU Settlement Date multiplied by the number of vested RSUs in the Participant’s Account to settle in cash.

(2) For the purposes of determining the number of Shares to be issued or delivered to a Participant upon settlement of RSUs pursuant to Section 5.5, suchcalculation will be made on the RSU Settlement Date based on the whole number of Shares equal to the whole number of vested RSUs then recorded in theParticipant’s Account to settle in Shares.

Section 5.7 RSU Agreements.

RSUs shall be evidenced by an RSU Agreement or included in an Employment Agreement, in such form not inconsistent with the Plan as the Board mayfrom time to time determine. The RSU Agreement shall contain such terms that may be considered necessary in order that the RSU will comply with anyprovisions respecting restricted share units in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time bea resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

Section 5.8 Award of Dividend Equivalents.

Dividend Equivalents may, as determined by the Board in its sole discretion, be awarded in respect of unvested RSUs in a Participant’s Account on the samebasis as cash dividends declared and paid on Shares as if the Participant was a shareholder of record of Shares on the relevant record date. Dividend Equivalents, ifany, will be credited to the Participant’s Account in additional RSUs, the number of which shall be equal to a fraction where the numerator is the product of (i) thenumber of RSUs in such Participant’s Account on the date that dividends are paid multiplied by (ii) the dividend paid per Share and the denominator of which isthe Market Value of one Share calculated on the date that dividends are paid. Any additional RSUs credited to a Participant’s Account as a Dividend Equivalentpursuant to this Section 5.8 shall have an RSU vesting Determination Date which is the same as the RSU vesting Determination Date for the RSUs in respect ofwhich such additional RSUs are credited.

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In the event that the Participant’s applicable RSUs do not vest, all Dividend Equivalents, if any, associated with such RSUs will be forfeited by the Participant andreturned to the Corporation’s account.

ARTICLE 6SHARE APPRECIATION RIGHTS

Section 6.1 Nature of SARs.

A SAR is an Award entitling the recipient to receive Shares having a value equal to the excess of the Market Value of the Shares on the date of exercise overthe SAR Price, which price shall not be less than 100% of the Market Value of the Share on the date of grant multiplied by the number of Shares with respect towhich the SAR shall have been exercised. For the avoidance of doubt, no Dividend Equivalents shall be granted in connection with a SAR.

Section 6.2 SAR Awards.

Subject to the provisions herein set forth and any shareholder or regulatory approval which may be required, the Board shall, from time to time by resolution,in its sole discretion, (i) designate the Eligible Participants who may receive SAR Awards under the Plan, (ii) fix the number of SAR Awards to be granted to eachEligible Participant and the date or dates on which such SAR Awards shall be granted, and (iii) determine the price per Share to be payable upon the vesting of eachsuch SAR (the “ SAR Price ”) and the relevant conditions and vesting provisions (including the applicable Performance Period and Performance Criteria, if any)and the SAR Term, the whole subject to the terms and conditions prescribed in this Plan and in any SAR Agreement.

Section 6.3 SAR Price.

The SAR Price for the Shares that are the subject of any SAR shall be fixed by the Board when such SAR is granted, but shall not be less than the MarketValue of such Shares at the time of the grant.

Section 6.4 SAR Term.

(1) The Board shall determine, at the time of granting the particular SAR, the period during which the SAR is exercisable, which shall not be more than ten(10) years from the date the SAR is granted (“ SAR Term ”) and the vesting schedule of such SAR, which will be detailed in the respective SAR Agreement.Unless otherwise determined by the Board, all unexercised SARs shall be cancelled at the expiry of such SAR.

(2) Should the expiration date for a SAR fall within a Black-Out Period or within nine (9) Business Days following the expiration of a Black-Out Period, suchexpiration date shall be automatically extended without any further act or formality to that date which is the tenth (10 th ) Business Day after the end of theBlack-Out Period, such tenth (10 th ) Business

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Day to be considered the expiration date for such SAR for all purposes under the Plan. Notwithstanding Section 9.3 hereof, the ten (10) Business Day-periodreferred to in this Section 6.4 may not be extended by the Board.

Section 6.5 Exercise of SARs.

Prior to its expiration or earlier termination in accordance with the Plan, each SAR shall be exercisable at such time or times and/or pursuant to theachievement of such Performance Criteria and/or other vesting conditions as the Board at the time of granting the particular SAR, may determine in its solediscretion. For greater certainty, any exercise of SARs by a Participant shall be made in accordance with the Corporation’s insider trading policy.

Section 6.6 Method of Exercise.

(1) Subject to the provisions of the Plan, a SAR granted under the Plan shall be exercisable (from time to time as provided in Section 6.5 hereof) by theParticipant (or by the liquidator, executor or administrator, as the case may be, of the estate of the Participant) by delivering a fully completed ExerciseNotice to the Corporation at its registered office to the attention of the Corporate Secretary of the Corporation (or to the individual that the CorporateSecretary of the Corporation may from time to time designate) or give notice in such other manner as the Corporation may from time to time designate, noless than three (3) Business Days in advance of the effective date of the proposed exercise, which notice shall specify the number of Shares with respect towhich the SAR is being exercised and the effective date of the proposed exercise.

(2) The exercise of a SAR with respect to any number of Shares shall entitle the Participant to receive, from the Corporation, a number of Shares having anaggregate Market Value equal to the excess of the Market Value of a Share on the effective date of such exercise over the per share SAR Price.

(3) Upon the exercise, the Corporation shall, as soon as practicable after such exercise but no later than ten (10) Business Days following such exercise,forthwith cause the transfer agent and registrar of the Shares to either:

(a) deliver to the Participant (or to the liquidator, executor or administrator, as the case may be, of the estate of the Participant) a certificate in the name of

the Participant representing in the aggregate such number of Shares as the Participant (or to the liquidator, executor or administrator, as the case maybe, of the estate of the Participant) shall be entitled to receive (unless the Participant intends to simultaneously dispose of any such Shares); or

(b) in the case of Shares issued in uncertificated form, cause the issuance of the aggregate number of Shares as the Participant (or the liquidator, executor

or administrator, as the case may be, of the estate of the Participant) shall be entitled to receive to be evidenced by a book position on the register ofthe shareholders of the Corporation to be maintained by the transfer agent and registrar of the Shares.

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Section 6.7 SAR Agreements.

SARs shall be evidenced by a SAR Agreement or included in an Employment Agreement, in such form not inconsistent with the Plan as the Board may fromtime to time determine. The SAR Agreement shall contain such terms that may be considered necessary in order that the SAR will comply with any provisionsrespecting stock appreciation rights in the income tax or other laws in force in any country or jurisdiction of which the Participant may from time to time be aresident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

ARTICLE 7GENERAL CONDITIONS

Section 7.1 General Conditions Applicable to Awards.

Each Award, as applicable, shall be subject to the following conditions:

(1) Vesting Period . Each Award granted hereunder shall vest in accordance with the terms of the Grant Agreement entered into in respect of such Award. TheBoard has the right to accelerate the date upon which any Award becomes exercisable notwithstanding the vesting schedule set forth for such Award,regardless of any adverse or potentially adverse tax consequence resulting from such acceleration.

(2) Employment . Notwithstanding any express or implied term of this Plan to the contrary, the granting of an Award pursuant to the Plan shall in no way beconstrued as a guarantee by the Corporation or a Subsidiary to the Participant of employment or another service relationship with the Corporation or aSubsidiary. The granting of an Award to a Participant shall not impose upon the Corporation or a Subsidiary any obligation to retain the Participant in itsemploy or service in any capacity. Nothing contained in this Plan or in any Award granted under this Plan shall interfere in any way with the rights of theCorporation or any of its Affiliates in connection with the employment, retention or termination of any such Participant. The loss of existing or potentialprofit in Shares underlying Awards granted under this Plan shall not constitute an element of damages in the event of termination of a Participant’semployment or service in any office or otherwise.

(3) Grant of Awards . Eligibility to participate in this Plan does not confer upon any Eligible Participant any right to be granted Awards pursuant to this Plan.Granting Awards to any Eligible Participant does not confer upon any Eligible Participant the right to receive nor preclude such Eligible Participant fromreceiving any additional Awards at any time. The extent to which any Eligible Participant is entitled to be granted Awards pursuant to this Plan will bedetermined in the sole discretion of the Board. Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect anEligible Participant’s relationship or employment with the Corporation or any Subsidiary.

(4) Rights as a Shareholder . Neither the Participant nor such Participant’s personal representatives or legatees shall have any rights whatsoever as shareholderin respect of

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any Shares covered by such Participant’s Awards by reason of the grant of such Award until such Award has been duly exercised, as applicable, and settledand Shares have been issued in respect thereof. Without in any way limiting the generality of the foregoing, no adjustment shall be made for dividends orother rights for which the record date is prior to the date such Shares have been issued.

(5) Conformity to Plan . In the event that an Award is granted or a Grant Agreement is executed which does not conform in all particulars with the provisionsof the Plan, or purports to grant Awards on terms different from those set out in the Plan, the Award or the grant of such Award shall not be in any way voidor invalidated, but the Award so granted will be adjusted to become, in all respects, in conformity with the Plan.

(6) Transferrable Awards . Except as specifically provided in a Grant Agreement approved by the Board, each Award granted under the Plan is personal to theParticipant and shall not be assignable or transferable by the Participant, whether voluntarily or by operation of law, except by will or by the laws ofsuccession of the domicile of the deceased Participant. No Award granted hereunder shall be pledged, hypothecated, charged, transferred, assigned orotherwise encumbered or disposed of on pain of nullity.

(7) Participant’s Entitlement . Except as otherwise provided in this Plan or unless the Board permits otherwise, upon any Subsidiary of the Corporationceasing to be a Subsidiary of the Corporation, Awards previously granted under this Plan that, at the time of such change, are held by a Person who is adirector, executive officer, employee or consultant of such Subsidiary of the Corporation and not of the Corporation itself, whether or not then exercisable,shall automatically terminate on the date of such change.

Section 7.2 General Conditions Applicable to Options and SARs.

Each Option or SAR, as applicable, shall be subject to the following conditions:

(1) Termination for Cause. Upon a Participant ceasing to be an Eligible Participant for Cause, any vested or unvested Option or SAR granted to suchParticipant shall terminate automatically and become void immediately. For the purposes of the Plan, the determination by the Corporation that theParticipant was discharged for Cause shall be binding on the Participant. “ Cause ” shall include, among other things, gross misconduct, theft, fraud, breachof confidentiality or breach of the Corporation’s codes of conduct and any other reason determined by the Corporation to be cause for termination.

(2) Termination not for Cause. Upon a Participant ceasing to be an Eligible Participant as a result of his or her employment or service relationship with theCorporation or a Subsidiary being terminated without Cause, (i) any unvested Option or SAR granted to such Participant shall terminate and become voidimmediately and (ii) any vested Option or SAR granted to such Participant may be exercised by such Participant as the rights to exercise accrue. Unlessotherwise determined by the Board, in its sole discretion, such Option or SAR shall only be exercisable within the earlier of thirty (30) days after theTermination Date, or the expiry date of the Award set forth in the Grant Agreement.

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(3) Resignation. Upon a Participant ceasing to be an Eligible Participant as a result of his or her resignation from the Corporation or a Subsidiary, (i) eachunvested Option or SAR granted to such Participant shall terminate and become void immediately upon resignation and (ii) each exercisable Option or SARgranted to such Participant will cease to be exercisable on the earlier of the thirty (30) days following the Termination Date and the expiry date of the Awardset forth in the Grant Agreement.

(4) Permanent Disability/Retirement. Upon a Participant ceasing to be an Eligible Participant by reason of retirement or permanent disability, (i) any unvestedOption or SAR shall terminate and become void immediately, and (ii) any vested Option or SAR shall remain exercisable for a period of ninety (90) daysfrom the date of retirement or the date on which the Participant ceases his or her employment or service relationship with the Corporation or any Subsidiaryby reason of permanent disability, but not later than the expiry date of the Award set forth in the Grant Agreement, and thereafter any such Option or SARshall expire.

(5) Death. Upon a Participant ceasing to be an Eligible Participant by reason of death, any vested Option or SAR granted to such Participant may be exercisedby the liquidator, executor or administrator, as the case may be, of the estate of the Participant for that number of Shares only which such Participant wasentitled to acquire under the respective Options or SARs (the “ Vested Awards ”) hereof on the date of such Participant’s death. Such Vested Awards shallonly be exercisable within one (1) year after the Participant’s death or prior to the expiration of the original term of the Options or SARs whichever occursearlier. Subject to the terms of the applicable Grant Agreement, any Options or SAR that would have vested within twelve (12) months following suchParticipant’s death shall be deemed to have vested on such date, and all other Options or SARs will be cancelled on the date of such Participant’s death.

(6) Leave of Absence. Upon a Participant electing a voluntary leave of absence of more than twelve (12) months, including maternity and paternity leaves, theBoard may determine, at its sole discretion but subject to applicable laws, that such Participant’s participation in the Plan shall be terminated, provided thatall vested Options or SARs in the Participant’s Account shall remain outstanding and in effect until the applicable exercise date, or an earlier date determinedby the Board at its sole discretion.

Section 7.3 General Conditions Applicable to RSUs.

Each RSU shall be subject to the following conditions:

(1) Termination for Cause and Resignation. Upon a Participant ceasing to be an Eligible Participant for Cause or as a result of his or her resignation from theCorporation or a Subsidiary, the Participant’s participation in the Plan shall be terminated immediately, all RSUs credited to such Participant’s Account thathave not vested shall be forfeited and cancelled, and the Participant’s rights to Shares or Cash Equivalent or a combination thereof that relate to suchParticipant’s unvested RSUs shall be forfeited and cancelled on the Termination Date.

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(2) Death, Leave of Absence or Cessation of Employment or Service Relationship. Except as otherwise determined by the Board from time to time, at itssole discretion, upon a Participant electing a voluntary leave of absence of more than twelve (12) months, including maternity and paternity leaves, or upon aParticipant ceasing to be Eligible Participant as a result of (i) death, (ii) retirement, (iii) his or her employment or service relationship with the Corporation ora Subsidiary being terminated by the Corporation or a Subsidiary for reasons other than for Cause, (iv) his or her employment or service relationship with theCorporation or a Subsidiary being terminated by reason of injury or disability or (v) becoming eligible to receive long-term disability benefits, theParticipant’s participation in the Plan shall be terminated immediately (provided that, for the Participant becoming eligible to receive long-term disabilitybenefits, such termination shall occur on the Eligibility Date), provided that all unvested RSUs in the Participant’s Account as of such date relating to aRestriction Period in progress shall remain outstanding and in effect until the applicable RSU Vesting Determination Date, and

(a) If, on the RSU Vesting Determination Date, the Board determines that the vesting conditions were not met for such RSUs, then all unvested RSUs

credited to such Participant’s Account shall be forfeited and cancelled and the Participant’s rights to Shares or Cash Equivalent or a combinationthereof that relate to such unvested RSUs shall be forfeited and cancelled; and

(b) If, on the RSU Vesting Determination Date, the Board determines that the vesting conditions were met for such RSUs, the Participant shall be entitledto receive pursuant to Section 5.5 that number of Shares or Cash Equivalent or a combination thereof equal to the number of RSUs outstanding in theParticipant’s Account in respect of such Restriction Period multiplied by a fraction, the numerator of which shall be the number of completed monthsof service of the Participant with the Corporation or a Subsidiary during the applicable Restriction Period as of the date of the Participant’s death,retirement, termination or Eligibility Date and the denominator of which shall be equal to the total number of months included in the applicableRestriction Period (which calculation shall be made on the applicable RSU Vesting Determination Date) and the Corporation shall distribute suchnumber of Shares or Cash Equivalent or a combination thereof to the Participant or the liquidator, executor or administrator, as the case may be, of theestate of the Participant, as soon as practicable thereafter, but no later than the end of the Restriction Period, the Corporation shall debit thecorresponding number of RSUs from the Account of such Participant’s or such deceased Participants’, as the case may be, and the Participant’s rightsto all other Shares or Cash Equivalent or a combination thereof that relate to such Participant’s RSUs shall be forfeited and cancelled;

provided that, notwithstanding the foregoing, upon a Participant ceasing to be an Eligible Participant by reason of retirement, this Section 7.3(2) shall notapply to a Participant in the event such Participant, directly or indirectly, in any capacity whatsoever, alone, through or in connection with any Person, carrieson or becomes employed by, engaged in or otherwise commercially involved in, any activity or

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business in the apparel industry including the outerwear and luxury segments of such industry prior to the applicable RSU Vesting Determination Date. Insuch event, Section 7.3(1) shall apply to such Participant. Except as expressly provided for in an RSU Agreement, none of the foregoing provisions of thisSection 7.3(2), shall apply to a U.S. Resident.

(3) General. For greater certainty, where (i) a Participant’s employment or service relationship with the Corporation or a Subsidiary is terminated pursuant toSection 7.3(1) or Section 7.3(2) hereof or (ii) a Participant elects for a voluntary leave of absence pursuant to Section 7.3(2) hereof following the satisfactionof all vesting conditions in respect of particular RSUs but before receipt of the corresponding distribution or payment in respect of such RSUs, theParticipant shall remain entitled to such distribution or payment.

Section 7.4 General Conditions Applicable to Unvested Shares.

Upon a Participant ceasing to be an Eligible Participant for any reason, any Unvested Shares that have not vested at such time shall automatically andwithout any requirement of notice to such Participant, or other action by or on behalf of the Corporation, be deemed to have been reacquired by the Corporationfrom such Participant, and thereafter shall cease to represent any ownership in the Corporation by the Participant or rights of the Participant as a shareholder of theCorporation. Following such deemed reacquisition, the Participant shall surrender any certificates representing Unvested Shares in such Participant’s possession tothe Corporation upon request without consideration.

ARTICLE 8COMPLIANCE WITH U.S. TAX LAWS

Section 8.1 Compliance with Section 162(m) and Other Limits.

(1) To the extent the Board determines that compliance with the Performance Based Exception is desirable with respect to an Award to a Participant who is aU.S. Resident, Section 8.1 and Section 8.2 shall apply and the Board shall establish the Performance Criteria within the time period required under Section162(m) and the grant, vesting or payment, as the case may be, of the Award will be conditioned upon the satisfaction of the Performance Criteria as certifiedby the Board. The preceding sentence will not apply to an Award eligible (as determined by the Board) for exemption from the limitations of Section 162(m)by reason of the post-initial public offering transition relief in Section 1.162-27(f) of the Treasury Regulations. The Board may, subject to the terms of thePlan, amend a previously granted performance Award or take any other action that disqualifies such Award from the performance-based compensationexception under Section 162(m).

(2) In the event that changes are made to Section 162(m) to permit flexibility with respect to any Awards available under the Plan, the Board may, subject to thisSection 8.1, make any adjustments to such Awards as it deems appropriate.

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(3) The Board shall designate the Participants who are U.S. Residents to be granted Awards intended to satisfy the Performance Based Exception. For Awardswith a Performance Period based on a year, or a period lasting longer than a year, such designation shall occur within the first ninety (90) days of such yearor Performance Period, as applicable. For Awards with a Performance Period lasting less than a year, such designation shall occur on or prior to the date thatis no later than twenty-five percent (25%) through the duration of the relevant Performance Period. The opportunity to be granted an Award intended tosatisfy the Performance Based Exception shall be evidenced by a Grant Agreement in such form as the Board may approve.

(4) With respect to Awards intended to satisfy the Performance Based Exception, the Board shall establish Performance Criteria for the applicable PerformancePeriod (which may be the same or different for some or all Eligible Participants who are U.S. Residents) and may establish the threshold, target and/ormaximum incentive opportunity or vesting provisions for each Participant for the attainment of specified threshold, target and/or maximum PerformanceCriteria. Performance Criteria, incentive opportunities and vesting provisions shall be set forth in the applicable Grant Agreement, and may be weighted fordifferent factors and measures as the Board may determine.

(5) Prior to the payment of cash or delivery of Shares in connection with any Award that is intended to satisfy the Performance Based Exception, the Board shalldetermine and certify in writing the degree of attainment of Performance Criteria. The Board reserves the discretion to reduce (but not below zero) theamount of an individual’s payment or Share entitlement below the amount that might otherwise be due based on the degree of attainment of PerformanceCriteria. The determination of the Board to reduce (or not to pay) an individual shall not affect the maximum amount payable to any other individual. Noamount shall be payable in respect of an Award intended to qualify for the Performance Based Exception unless at least the established Performance Criteria(if any) is attained.

(6) Notwithstanding the foregoing in this Section 8.1, to the extent the Board determines that compliance with the Performance Based Exception is desirablewith respect to an Award, then (a) to the extent the Board administers the Plan, the Plan shall be administered by only those directors of the Corporation whoare “Independent” and (b) no Participant shall receive any payment under the Plan unless the Board has certified, by resolution or other appropriate action inwriting, that the Performance Criteria and any other material terms previously established by the Board or set forth in the Plan, have been satisfied to theextent necessary to qualify as “qualified performance based compensation” under Section 162(m). For purposes of qualifying any Award hereunder asexempt from Section 162(m), “Independent”, when referring to the members of the Board shall mean meeting the requirements to qualify as an “outsidedirector” under Section 1.162-27(e)(3) of the Treasury Regulations.

Section 8.2 Performance Based Exception Under Section 162(m).

(1) Subject to Section 8.2(4), unless and until the Board proposes for a stockholders vote and stockholders approve a change in the general Performance Criteria,for Awards (other than Options and SARs) designed to qualify for the Performance Based Exception, the objective Performance Criteria shall be based uponone or more of the performance measures set forth in the definition of “Performance Criteria” set forth in Section 1.1.

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(2) For Awards intended to comply with the Performance Based Exception, the Board shall set the Performance Criteria within the time period prescribed bySection 162(m). The levels of performance required with respect to Performance Criteria may be expressed in absolute or relative levels and may be basedupon a set increase, set positive result, maintenance of the status quo, set decrease or set negative result. Performance Criteria may differ for Awards todifferent Participants. The Board shall specify the weighting (which may be the same or different for multiple objectives) to be given to each PerformanceCriteria for purposes of determining the final amount payable with respect to any such Award. Any one or more of the Performance Criteria may apply to theParticipant, a department, unit, division or function within the Corporation or any one or more Affiliates or the Corporation as a whole; and may apply eitheralone or relative to the performance of other businesses or individuals (including industry or general market indices).

(3) The Board shall have the discretion to adjust the determinations of the degree of attainment of the pre-established Performance Criteria; provided thatAwards which are designed to qualify for the Performance Based Exception may not (unless the Board determines to amend the Award so that it no longerqualified for the Performance Based Exception) be adjusted upward (the Board shall retain the discretion to adjust such Awards downward). To the extentconsistent with the requirements for satisfying the Performance Based Exception under Section 162(m), the Board, or a committee of the Board that satisfiesthe requirements of Section 1.162-27(e)(3) of the Treasury Regulations, may provide in the case of any Award intended to qualify for such exception thatone or more of the Performance Criteria applicable to an Award will be adjusted in an objectively determinable manner to reflect event (such as, the impactof charges for restructurings, discontinued operations, mergers, acquisitions, extraordinary items, and other unusual or non-recurring items, and thecumulative effects of tax or accounting changes, each as defined by generally accepted accounting principles) occurring during the Performance Period ofsuch Award that affect the applicable Performance Criteria. The Board may not, unless the Board determines to amend the Award so that it no longerqualifies for the Performance Based Exception, delegate any responsibility with respect to Awards intended to qualify for the Performance Based Exception;provided, however, that the Board may delegate such responsibility to a committee of the Board that satisfies the requirements of Section 1.162-27(e)(3). Alldeterminations by the Board or such committee as to the achievement of the Performance Criteria shall be in writing prior to payment of the Award.

(4) In the event that applicable laws, rules or regulations change to permit the Board discretion to alter the governing Performance Criteria without obtainingstockholder approval of such changes, and still qualify for the Performance Based Exception, the Board shall have sole discretion to make such changeswithout obtaining stockholder approval.

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Section 8.3 Incentive Stock Options.

Each Option granted to a U.S. Resident shall be designated in the Grant Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. AnyOption designated as an Incentive Stock Option: (a) shall be granted only to a Participant who is an employee of the Corporation or Subsidiary; (b) in the case of anIncentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns shares of the Corporation representing more than tenpercent (10%) of the voting power of all classes of shares of the Corporation or any parent or subsidiary, shall be granted with an Option Price that is not less thanone hundred ten percent (110%) of the Market Value of a Share on the date of grant; (c) shall not have an aggregate Market Value (determined for each IncentiveStock Option at the date of grant) of Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendaryear (under the Plan and any other employee stock option plan of the Corporation or any parent or subsidiary), determined in accordance with the provisions ofSection 422 of the Code, that exceeds $100,000; and (d) shall have a term not exceeding ten (10) years from the date of grant or such shorter term as may beprovided in the Grant Agreement and, in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, ownsshares of the Corporation representing more than ten percent (10%) of the voting power of all classes of shares of the Corporation or any parent or subsidiary, theterm of the Incentive Stock Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Grant Agreement. No IncentiveStock Options may be granted under the Plan after the tenth (10 th ) anniversary of the earlier of the effective date of the Plan or the date the Plan was approved bythe Board.

Section 8.4 Section 409A.

(1) Without limiting the generality of this Section 8.4, each Award will contain such terms as the Board determines, and will be construed and administered,such that the Award either qualifies for an exemption from the requirements of Section 409A or satisfies such requirements.

(2) Notwithstanding Section 8.1 and Section 8.2 of this Plan or any other provision of this Plan or any Grant Agreement to the contrary, the Board mayunilaterally amend, modify or terminate the Plan or any outstanding Award, including but not limited to changing the form of the Award, if the Boarddetermines that such amendment, modification or termination is necessary or advisable to avoid the imposition of an additional tax, interest or penalty underSection 409A.

(3) If a Participant is deemed on the date of the Participant’s termination of employment or other service relationship with the Corporation or a Subsidiary to bea “specified employee” within the meaning of that term under Section 409A(a)(2)(B), then, with regard to any payment that is considered nonqualifieddeferred compensation under Section 409A, to the extent applicable, payable on account of a “separation from service”, such payment will be made orprovided on the date that is the earlier of (i) the expiration of the six-month period measured from the date of such “separation from service” and (ii) the dateof the Participant’s death (the “ Delay Period ”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 8.4(3) (whether theywould have otherwise been payable in a single lump sum or in installments in the absence of such delay) will be paid on the first Business Day following theexpiration of the Delay Period in a lump sum and any remaining payments due under the Award will be paid in accordance with the normal payment datesspecified for them in the applicable Grant Agreement.

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(4) For purposes of Section 409A, each payment made under this Plan will be treated as a separate payment.

ARTICLE 9ADJUSTMENTS AND AMENDMENTS

Section 9.1 Adjustment to Shares Subject to Outstanding Awards.

At any time after the grant of an Award to a Participant and prior to the expiration of the term of such Award or the forfeiture or cancellation of such Award,in the event of (i) any subdivision of the Shares into a greater number of Shares, (ii) any consolidation of Shares into a lesser number of Shares, (iii) anyreclassification, reorganization or other change affecting the Shares, (iv) any merger, amalgamation or consolidation of the Corporation with or into anothercorporation, or (iv) any distribution to all holders of Shares or other securities in the capital of the Corporation, of cash, evidences of indebtedness or other assets ofthe Corporation (excluding an ordinary course dividend in cash or shares, but including for greater certainty shares or equity interests in a subsidiary or businessunit of the Corporation or one of its subsidiaries or cash proceeds of the disposition of such a subsidiary or business unit) or any transaction or change having asimilar effect, then the Board shall in its sole discretion, subject to the required approval of any Stock Exchange, determine the appropriate adjustments orsubstitutions to be made in such circumstances in order to maintain the economic rights of the Participant in respect of such Award in connection with suchoccurrence or change, including, without limitation:

(a) adjustments to the exercise price of such Award without any change in the total price applicable to the unexercised portion of the Award;

(b) adjustments to the number of Shares to which the Participant is entitled upon exercise of such Award;

(c) adjustments permitting the immediate exercise of any outstanding Awards that are not otherwise exercisable; or

(d) adjustments to the number of kind of Shares reserved for issuance pursuant to the Plan.

Section 9.2 Change of Control.

Notwithstanding anything else to the contrary herein, in the event of a potential Change of Control, the Board shall have the power, in its sole discretion, tomodify the terms of this Plan and/or the Awards (including, for greater certainty, to cause the vesting of all unvested Awards) to assist the Participants to tenderinto a take-over bid or participating in any other transaction leading to a Change of Control. For greater certainty, in the event of a take-over bid or any othertransaction leading to a Change of Control, the Board shall have the power, in its sole discretion, to (i) provide that any or all Awards shall thereupon terminate,provided that any such outstanding Awards that have vested shall remain exercisable until consummation of such Change of Control, and (ii) permit Participants toconditionally exercise their Options and SARs, such conditional exercise to be conditional upon the take-up by such offeror of the Shares

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or other securities tendered to such take-over bid in accordance with the terms of such take-over bid (or the effectiveness of such other transaction leading to aChange of Control). If, however, the potential Change of Control referred to in this Section 9.2 is not completed within the time specified therein (as the same maybe extended), then notwithstanding this Section 9.2 or the definition of “Change of Control”: (i) any conditional exercise of vested Options and/or SARs shall bedeemed to be null, void and of no effect, and such conditionally exercised Awards shall for all purposes be deemed not to have been exercised, (ii) Shares whichwere issued pursuant to exercise of Options and/or SARs which vested pursuant to this Section 9.2 shall be returned by the Participant to the Corporation andreinstated as authorized but unissued Shares, and (iii) the original terms applicable to Awards which vested pursuant to this Section 9.2 shall be reinstated.

Section 9.3 Amendment or Discontinuance of the Plan.

(1) The Board may suspend or terminate the Plan at any time, or from time to time amend or revise the terms of the Plan or any granted Award without theconsent of the Participants provided that such suspension, termination, amendment or revision shall:

(a) not adversely alter or impair the rights of any Participant, without the consent of such Participant except as permitted by the provisions of the Plan;

(b) be in compliance with applicable law and with the prior approval, if required, of the shareholders of the Corporation, the TSX, the NYSE or any otherregulatory body having authority over the Corporation; and

(c) be subject to shareholder approval, where required by law or the requirements of the TSX and the NYSE, provided that the Board may, from time totime, in its absolute discretion and without approval of the shareholders of the Corporation make the following amendments to this Plan:

(i) any amendment to the vesting provision, if applicable, or assignability provisions of the Awards;

(ii) any amendment to the expiration date of an Award that does not extend the terms of the Award past the original date of expiration of suchAward;

(iii) any amendment regarding the effect of termination of a Participant’s employment or engagement;

(iv) any amendment which accelerates the date on which any Option or SAR may be exercised under the Plan;

(v) any amendment to the definition of an Eligible Participant under the Plan;

(vi) any amendment necessary to comply with applicable law or the requirements of the TSX, the NYSE or any other regulatory body;

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(vii) any amendment of a “housekeeping” nature, including to clarify the meaning of an existing provision of the Plan, correct or supplement

any provision of the Plan that is inconsistent with any other provision of the Plan, correct any grammatical or typographical errors oramend the definitions in the Plan;

(viii) any amendment regarding the administration of the Plan;

(ix) any amendment to add provisions permitting the grant of Awards settled otherwise than with Shares issued from treasury, a form of

financial assistance or clawback, and any amendment to a provision permitting the grant of Awards settled otherwise than with Sharesissued from treasury, a form of financial assistance or clawback which is adopted; and

(x) any other amendment that does not require the approval of the shareholders of the Corporation under Section 9.3(2).

(2) Notwithstanding Section 9.3(1), the Board shall be required to obtain shareholder approval to make the following amendments:

(a) any increase to the maximum number of Shares issuable under the Plan, except in the event of an adjustment pursuant to Article 9;

(b) except in the case of an adjustment pursuant to Article 9, any amendment which reduces the exercise price of an Option or SAR or any cancellation of

an Option or SAR and replacement of such Option or SAR with an Option or SAR with a lower exercise price, to the extent such reduction orreplacement benefits an Insider;

(c) any amendment which extends the expiry date of any Award, or the Restriction Period of any RSU beyond the original expiry date or RestrictionPeriod to the extent such amendment benefits an Insider;

(d) any amendment which increases the maximum number of Shares that may be (i) issuable to Insiders at any time; or (ii) issued to Insiders under the

Plan and any other proposed or established Share Compensation Arrangement in a one-year period, except in case of an adjustment pursuant to Article9; and

(e) any amendment to the amendment provisions of the Plan;

provided that Shares held directly or indirectly by Insiders benefiting from the amendments shall be excluded when obtaining such shareholder approval.

(3) The Board may, by resolution, advance the date on which any Award may be exercised or payable or, subject to applicable regulatory provisions, includingany rules of a Stock Exchange or shareholder approval requirements of Section 409A, extend the expiration date of any Award, in the manner to be set forthin such resolution provided that the period during which an Option or a SAR is exercisable or RSU is outstanding does not

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exceed ten (10) years from the date such Option or SAR is granted in the case of Options and SARs and three (3) years after the calendar year in which theaward is granted in the case of RSUs. The Board shall not, in the event of any such advancement or extension, be under any obligation to advance or extendthe date on or by which any Option or SAR may be exercised or RSU may be outstanding by any other Participant.

ARTICLE 10MISCELLANEOUS

Section 10.1 Use of an Administrative Agent and Trustee.

The Board may in its sole discretion appoint from time to time one or more entities to act as administrative agent or trustee to administer the Awards grantedunder the Plan and to act as trustee to hold and administer the assets that may be held in respect of Awards granted under the Plan, the whole in accordance with theterms and conditions determined by the Board in its sole discretion. The Corporation and the administrative agent will maintain records showing the number ofAwards granted to each Participant under the Plan.

Section 10.2 Tax Withholding.

(1) Notwithstanding any other provision of this Plan, all distributions, delivery of Shares or payments to a Participant (or to the liquidator, executor oradministrator, as the case may be, of the estate of the Participant) under the Plan shall be made net of applicable taxes and source deductions. If the eventgiving rise to the withholding obligation involves an issuance or delivery of Shares, then, the withholding obligation may be satisfied by (a) having theParticipant elect to have the appropriate number of such Shares sold by the Corporation, the Corporation’s transfer agent and registrar or any trusteeappointed by the Corporation pursuant to Section 10.1 hereof, on behalf of and as agent for the Participant as soon as permissible and practicable, with theproceeds of such sale being delivered to the Corporation, which will in turn remit such amounts to the appropriate governmental authorities, or (b) any othermechanism as may be required or appropriate to conform with local tax and other rules.

(2) Notwithstanding Section 10.2(1), the applicable tax withholdings may be waived where a Participant other than a U.S. Resident directs in writing that apayment be made directly to the Participant’s registered retirement savings plan in circumstances to which subsection 100(3) of the regulations made underthe Tax Act apply.

Section 10.3 Clawback.

Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government regulation or stock exchange listingrequirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listingrequirement (or any policy adopted by the Corporation pursuant to any such law, government regulation or stock exchange listing requirement). Without limitingthe generality of the foregoing, the Board may provide in any case that outstanding Awards (whether or not vested or exercisable) and the proceeds from theexercise or disposition of Awards or Shares acquired under Awards will be subject to forfeiture

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and disgorgement to the Corporation, with interest and other related earnings, if the Participant to whom the Award was granted violates (i) a non-competition,non-solicitation, confidentiality or other restrictive covenant by which he or she is bound, or (ii) any policy adopted by the Corporation applicable to the Participantthat provides for forfeiture or disgorgement with respect to incentive compensation that includes Awards under the Plan. In addition, the Board may requireforfeiture and disgorgement to the Corporation of outstanding Awards and the proceeds from the exercise or disposition of Awards or Shares acquired underAwards, with interest and other related earnings, to the extent required by law or applicable stock exchange listing standards, including, without limitation, Section10D of the Exchange Act, and any related policy adopted by the Corporation. Each Participant, by accepting or being deemed to have accepted an Award under thePlan, agrees to cooperate fully with the Board, and to cause any and all permitted transferees of the Participant to cooperate fully with the Board, to effectuate anyforfeiture or disgorgement required hereunder. Neither the Board nor the Corporation nor any other person, other than the Participant and his or her permittedtransferees, if any, will be responsible for any adverse tax or other consequences to a Participant or his or her permitted transferees, if any, that may arise inconnection with this Section 10.3.

Section 10.4 Securities Law Compliance.

(1) The Plan (including any amendments to it), the terms of the grant of any Award under the Plan, the grant of any Award and exercise of any Option or SAR,and the Corporation’s obligation to sell and deliver Shares in respect of any Awards, shall be subject to all applicable federal, provincial, state and foreignlaws, rules and regulations, the rules and regulations of applicable Stock Exchanges and to such approvals by any regulatory or governmental agency as may,as determined by the Corporation, be required. The Corporation shall not be obliged by any provision of the Plan or the grant of any Award hereunder toissue, sell or deliver Shares in violation of such laws, rules and regulations or any condition of such approvals.

(2) No Awards shall be granted, and no Shares shall be issued, sold or delivered hereunder, where such grant, issue, sale or delivery would require registration ofthe Plan or of the Shares under the securities laws of any foreign jurisdiction (other than Canada and the United States) or the filing of any prospectus for thequalification of same thereunder, and any purported grant of any Award or purported issue or sale of Shares hereunder in violation of this provision shall bevoid.

(3) The Corporation shall have no obligation to issue any Shares pursuant to this Plan unless upon official notice of issuance such Shares shall have been dulylisted with a Stock Exchange. Shares issued, sold or delivered to Participants under the Plan may be subject to limitations on sale or resale under applicablesecurities laws.

(4) If Shares cannot be issued to a Participant upon the exercise of an Option or a SAR due to legal or regulatory restrictions, the obligation of the Corporation toissue such Shares shall terminate and any funds paid to the Corporation in connection with the exercise of such Option or SAR will be returned to theapplicable Participant as soon as practicable.

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Section 10.5 Reorganization of the Corporation.

The existence of any Awards shall not affect in any way the right or power of the Corporation or its shareholders to make or authorize any adjustment,reclassification, recapitalization, reorganization or other change in the Corporation’s capital structure or its business, or any amalgamation, combination, merger orconsolidation involving the Corporation or to create or issue any bonds, debentures, shares or other securities of the Corporation or the rights and conditionsattaching thereto or to affect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporateact or proceeding, whether of a similar nature or otherwise.

Section 10.6 Quotation of Shares.

So long as the Shares are listed on one or more Stock Exchanges, the Corporation must apply to such Stock Exchange or Stock Exchanges for the listing orquotation, as applicable, of the Shares underlying the Awards granted under the Plan, however, the Corporation cannot guarantee that such Shares will be listed orquoted on any Stock Exchange.

Section 10.7 No Fractional Shares.

No fractional Shares shall be issued upon the exercise of any Option or SAR granted under the Plan and, accordingly, if a Participant would become entitledto a fractional Share upon the exercise of such Option or SAR, or from an adjustment permitted by the terms of this Plan, such Participant shall only have the rightto purchase the next lowest whole number of Shares, and no payment or other adjustment will be made with respect to the fractional interest so disregarded.

Section 10.8 Governing Laws.

The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Ontario andthe laws of Canada applicable therein.

Section 10.9 Severability.

The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid orunenforceable provision shall be severed from the Plan.

Section 10.10 Effective Date of the Plan

The Plan was approved by the Board and shall take effect on ●, 2017.

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Exhibit 10.29

CANADA GOOSE HOLDINGS INC.EMPLOYEE SHARE PURCHASE PLAN

1. Purpose

This Plan is intended to provide employees of the Corporation and other Participating Entities with an opportunity to acquire a proprietary interest in theCorporation through the purchase of Subordinate Voting Shares. The Corporation, by means of this Plan, seeks to retain the services of such eligible employees, tosecure and retain the services of new employees and to provide incentives for such persons to exert maximum effort for the success of the Corporation.

2. Definitions

“ Administrative Agent ” means the financial services firm or other agent designated by the Corporation to maintain ESPP Accounts on behalf ofParticipants who have purchased Subordinate Voting Shares under the Plan;

“ Affiliate ” has the meaning attributed thereto in National Instrument 45-106 – ProspectusExemptions;

“ Blackout Period ” means a period of time when, pursuant to any policies of the Corporation (including the Corporation’s insider trading policy), anysecurities of the Corporation may not be traded by certain persons designated by the Corporation;

“ Board ” means the board of directors of the Corporation;

“ Business Day ” means a day other than a Saturday, Sunday or statutory holiday, when banks are generally open for business in Toronto, Ontario and NewYork, New York, for the transaction of banking business;

“ Compensation ” means the base salary or base hourly wages for non-overtime work paid to an Eligible Employee by a Participating Entity ascompensation for services to a Participating Entity, before deduction for any contributions made by the Eligible Employee to any tax-qualified ornonqualified deferred compensation plan or contributions for any health or welfare benefit programs;

“ Corporate Transaction ” means a sale or conveyance of all or substantially all of the property and assets of the Corporation or any merger, consolidation,amalgamation, combination, plan of arrangement or offer to acquire all of the outstanding Subordinate Voting Shares or other similar transaction;

“ Corporation ” means Canada Goose Holdings Inc. and its respective successors and assigns, and any reference in the Plan to action by the Corporationmeans action by or under the authority of the Board or any person or committee that has been designated for the purpose by the Board;

“ Eligible Employee ” means an Employee who is customarily employed for at least twenty-five (25) hours per week and more than five (5) months in anycalendar year. Notwithstanding the foregoing, the Board may exclude from participation in the Plan or in any Offering Period Employees who areparticipating in another equity-based incentive program, Employees who have been employed by any Participating Entity for less than six (6) months,“officers” of any Participating Entity and Employees whose principal duties consist of supervising the work of other Employees. The Board may from timeto time establish different eligibility standards for Employees;

“ Employee ” means any person who renders services to a Participating Entity as an employee pursuant to an employment relationship with such employer.For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on military leave, sick leave or other leaveof absence approved by a Participating Entity. Where the period of leave exceeds three (3) months, and the individual’s right to re-employment is notguaranteed by statute or contract, the employment relationship shall be deemed to have terminated on the first day immediately following such three-monthperiod;

“ Enrollment Form ” means an agreement pursuant to which an Eligible Employee may elect to enroll in the Plan, to authorize a new level of payrolldeductions, or to stop payroll deductions and withdraw from an Offering Period;

“ ESPP Account ” means an account into which Subordinate Voting Shares purchased with the accumulated Participant’s Contribution and the applicableEmployer Contribution at the end of an Offering Period are held on behalf of a Participant;

“ Fair Market Value ” means, as of any date, (i) the closing price of the Subordinate Voting Shares on the TSX, in relation to Participants whoseCompensation is paid in Canadian dollars, (ii) the closing price of the Subordinate Voting Shares on the NYSE, in relation to Participants whoseCompensation is paid in U.S. dollars or any other foreign currency, or (iii) if the Subordinate Voting Shares are not listed on such stock exchanges, the valueas is determined solely by the Board, acting in good faith;

“ Multiple Voting Share ” means a multiple voting share in the capital of the Corporation;

“ NYSE ” means the New York Stock Exchange;

“ Offering Date ” means the first Trading Day of each Offering Period as designated by the Board;

“ Offering Period ” means the period of time Participants’ Contributions are accumulated for the purchase of Subordinate Voting Shares under this Plan onthe Purchase Date. Pursuant to Section 9, the Board may change the duration of future Offering Periods and/or the start and end dates of future OfferingPeriods;

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“ Participant ” means an Eligible Employee who is actively participating in the Plan;

“ Participating Entity ” means the Corporation and any Affiliate of the Corporation which is designated by the Board from time to time in its solediscretion;

“ Plan ” means this Canada Goose Holdings Inc. Employee Share Purchase Plan, as set forth herein, and as amended from time to time;

“ Purchase Date ” means the last Trading Day of each Offering Period;

“ Share Compensation Arrangement ” means any stock option, stock option plan, employee stock purchase plan or any other compensation or incentivemechanism of the Corporation involving the issuance or potential issuance of Subordinate Voting Shares, including a share purchase from treasury which isfinancially assisted by the Corporation by way of a loan, guarantee or otherwise, including this Plan;

“ Stock Exchange ” means the TSX or the NYSE or, if the Subordinate Voting Shares are not listed or posted for trading on any of such stock exchanges ata particular date, any other stock exchange on which the majority of the trading volume and value of the Subordinate Voting Shares are listed or posted fortrading;

“ Subordinate Voting Share ” means a subordinate voting share in the capital of the Corporation;

“ Tax Act ” means the Income Tax Act (Canada) and its regulations thereunder, as amended from time to time;

“ Termination Date ” means the earlier of: (i) the date specified in the written notice of termination or resignation of a Participant; and (ii) the last dayworked by the Participant, provided such date shall not be prior to the last day of any minimum statutory notice period, if applicable;

“ Trading Day ” means any day on which each of the TSX and NYSE is open for trading;

“ Treasury Regulations ” means the tax regulations promulgated by the United States Internal Revenue Service under the United States Internal RevenueCode of 1986, as amended; and

“ TSX ” means the Toronto Stock Exchange.

3. Interpretation

3.1 Whenever the Board is to exercise discretion or authority in the administration of the terms and conditions of this Plan, the term “discretion” or“authority” means the sole and absolute discretion of the Board.

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3.2 The division of this Plan into Articles, Sections and other subdivisions and the insertion of headings are for convenient reference only and do not

affect the interpretation of this Plan. As used herein, the expressions “Article”, “Section” and other subdivision followed by a number, mean andrefer to the specified Article, Section or other subdivision of this Plan, respectively.

3.3 In this Plan, words importing the singular shall include the plural, and vice versa and words importing any gender include any other gender.

3.4 The words “including”, “includes” and “include” and any derivatives of such words mean “including (or includes or include) without limitation”.

3.5 Unless otherwise specified, all references to money amounts are to Canadian currency.

3.6 For purposes of this Plan, the legal representatives of a Participant shall only include the administrator, the executor or the liquidator of theParticipant’s estate or will.

3.7 If any action may be taken within, or any right or obligation is to expire at the end of, a period of days under this Plan, then the first day of theperiod is not counted, but the day of its expiry is counted.

4. Administration

4.1 This Plan will be administered by the Board and the Board has complete authority, in its discretion, to interpret the provisions of this Plan. Nothingcontained herein shall prevent the Board from adopting other or additional Share Compensation Arrangements or other compensationarrangements, subject to any required approval. In administering and interpreting the Plan, the Board may adopt, amend and rescind administrativeguidelines and other rules and regulations relating to this Plan and make all other determinations and take all other actions necessary or advisablefor the implementation and administration of this Plan, including adopting sub-plans applicable to particular Participating Entities or locations,which the Board determines, in its discretion, are necessary or advisable. The Board’s determinations and actions within its authority under thisPlan are final, conclusive and binding on the Corporation, its Affiliates and all other persons, including all Participants, Eligible Employees andtheir respective legal representatives and beneficiaries.

4.2 The Corporation shall pay all expenses incurred in the administration of the Plan except for brokerage fees or expenses associated with the sale ortransfer of Subordinate Voting Shares by a Participant, which fees and expenses shall be borne by such Participant.

4.3 In any case where the strict application of any provision of the Plan may cause hardship to a Participant, the Board may in its sole discretion waive

or partially waive such strict application, on such terms as it deems appropriate, provided that such a waiver shall not constitute a general waiver ofsuch provision.

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5. Delegation to Committee

To the extent permitted by applicable law, the Board may, from time to time, delegate to any committee of the Board or to an officer or officers of theCorporation all or any of the powers conferred on the Board under the Plan. In such event, references to the Board mean and include such committee or such officeror officers and such committee or each such officer will exercise the powers delegated to it by the Board in the manner and on the terms authorized by the Board.Any decisions made or actions taken by such committee or by any such officer or officers arising out of or in connection with the administration or interpretation ofthis Plan within its authority under this Plan, are final, conclusive and binding on the Participating Entities and all other persons, including all Participants, EligibleEmployees and their respective personal representatives and beneficiaries. Any such delegation by the Board may be revoked at any time by the Board at its solediscretion.

6. Liability

No member of the Board or any person acting pursuant to authority delegated by the Board hereunder shall be liable for any action or determination inconnection with the Plan made or taken in good faith, and each member of the Board and each such person shall be entitled to indemnification by the Corporationwith respect to any such action or determination. For greater clarity, this indemnification is in addition to any rights of indemnification a member of the Board mayhave as director of the Corporation or otherwise.

7. Allotment or Issuance of Shares

The Plan shall not in any way fetter, limit, obligate, restrict or constrain the Board with regard to the allotment or issuance of any Subordinate Voting Sharesor any other securities of the Corporation (including Multiple Voting Shares) other than as specifically provided for in the Plan.

8. Eligibility

Unless otherwise determined by the Board in a manner that is consistent with this Plan, any individual who is an Eligible Employee as of the first day of theenrollment period designated by the Board for a particular Offering Period shall be eligible to participate in such Offering Period.

9. Offering Periods.

The Plan shall be implemented by a series of Offering Periods. The initial Offering Period shall be as determined by the Board. Thereafter, each OfferingPeriod shall be three (3) months in duration, with new Offering Periods commencing on June 30, September 30, December 31 and March 31 of each year (or suchother times as determined by the Board). The Board shall have the authority to change the duration, frequency, start and end dates of Offering Periods.

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10. Assets of the Plan

The Participants’ Contributions and the Employer Contribution, if any, shall be remitted to the Administrative Agent as soon as may be required by theAdministrative Agent prior to the Purchase Date. Such contributions, all Subordinate Voting Shares purchased with such contributions, such portion of the cashfrom the contributions which could not be used to purchase Subordinate Voting Shares, together with all income therefrom from the date of receipt by theAdministrative Agent, shall constitute the assets of the Plan and shall be held, invested, managed, administered and dealt with by the Administrative Agentpursuant to the terms of the Plan.

11. Allocation to Participants

The Administrative Agent shall maintain a separate ESPP Account for each Participant and shall credit to the ESPP Account of a Participant, in addition tothe Subordinate Voting Shares purchased under this Plan, the applicable Employer Contribution made with respect to such Participant as well as such Participant’sContribution, and such portion of the cash from the contributions which could not be used to purchase Subordinate Voting Shares. The Administrative Agent shallallocate to each Participant all income received, capital gains realized and capital losses sustained on such Participant’s ESPP Account at such time or times as theAdministrative Agent may determine but in any event, within ninety (90) days after the end of the Offering Period in which they are received, realized or sustained.

12. Participation

12.1 Enrollment; Payroll Deductions

(a) Participation. An Eligible Employee may elect to participate in the Plan in an Offering Period by properly completing and submitting to

the Corporation an Enrollment Form not later than 5 Business Days following the first day of such Offering Period. Such EnrollmentForm shall be submitted in accordance with the enrollment procedures established by the Board from time to time in its sole discretion.

(b) NoEffectonEmployment.Participation in the Plan is entirely voluntary and any decision not to participate in an Offering Period shall notaffect an Employee’s employment with any Participating Entity. Notwithstanding any express or implied term of this Plan to the contrary,the participation of an Eligible Employee in an Offering Period shall in no way be construed as a guarantee of employment by anyParticipating Entity, and shall not impose upon such Participating Entity any obligation to retain the Participant in its employ in anycapacity. Nothing contained in this Plan shall interfere in any way with the rights of the relevant Participating Entity in connection withthe employment,

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retention or termination of any such Participant. The loss of existing or potential profit in Subordinate Voting Shares granted under thisPlan shall not constitute an element of damages in the event of termination of a Participant’s employment or service in any office orotherwise.

(c) Deduction. By submitting an Enrollment Form, the Eligible Employee authorizes payroll deductions from his or her Compensation in anamount equal to at least one percent (1%), but not more than ten percent (10%) of his or her Compensation on a gross basis on each payday occurring during an Offering Period (or such other maximum percentage as the Board may establish from time to time before anOffering Period begins); provided, however, that in no event shall a Participant’s payroll deductions in any calendar year exceed $15,000(or such lower amount as determined from time to time by the Board) (the “ Participant’s Contribution ”). The Participant’sContribution shall commence on the first payroll date following the Offering Date and end on the last payroll date on or before thePurchase Date. The Corporation shall maintain records of all Participant’s Contributions but shall have no obligation to pay interest onParticipant’s Contributions or to hold such amounts in a trust or in any segregated account. Unless expressly permitted by the Board, aParticipant may not make any separate contributions or payments to the Plan and/or any retroactive contribution to the Plan.

12.2 Currency Exchange Rates . In the case of Participants whose salary is paid in a currency other than Canadian or U.S. dollars, the necessaryconversions to Canadian or U.S. dollars, as applicable for the purpose of any acquisition or sale of Subordinate Voting Shares in connection withthe Plan shall be made at the end of the Offering Period on the basis of the exchange rates obtained by the relevant Participating Entities or theAdministrative Agent at the time of each conversion.

12.3 Employer Contributions . With the approval of the Board, a Participating Entity may provide a Participant with cash contributions to purchaseSubordinate Voting Shares (the “ Employer Contribution ”). Such Employer Contribution shall be combined with the Participant’s Contributionsand shall be used to purchase Subordinate Voting Shares on the Purchase Date. Such Employer Contribution shall not exceed 50% of theParticipant’s Contribution during each Offering Period.

12.4 Election Changes . A Participant may decrease or increase his or her rate of Participant’s Contribution for any current Offering Period bysubmitting a new Enrollment Form authorizing the new rate of Participant’s Contribution not later than five (5) Business Days following the firstday of such Offering Period (or within such other timeframe as determined from time to time by the Board), provided that such a modification maybe made only once during an Offering Period. Any change made after such time will not become effective until the next Offering Period.Notwithstanding the foregoing, to the extent necessary to

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comply with any applicable limits on the amount of Participant’s Contribution, a Participant’s rate of Participant’s Contribution may be decreasedby the Corporation to as low as 0% at any time during an Offering Period.

12.5 Automatic Re-enrollment . The deduction rate selected in the Enrollment Form shall remain in effect for subsequent Offering Periods unless the

Participant (i) submits a new Enrollment Form authorizing a new level of Participant’s Contribution in accordance with Section 12.4, (ii)withdraws from the Plan in accordance with Section 15, or (iii) terminates employment or otherwise becomes ineligible to participate in the Plan.

12.6 Blackout Periods . Notwithstanding any other provision of the Plan, if a Blackout Period is in effect, (i) an Eligible Employee subject to the

Blackout Period may not enroll until after the end of the Blackout Period, and (ii) a Participant subject to the Blackout Period may not makechanges to authorized Participant’s Contribution, or voluntarily withdraw from the Plan until after the end of the Blackout Period.

13. Grant of Right.

On each Offering Date, each Participant in the applicable Offering Period shall be granted a right to purchase, on the Purchase Date, a number of SubordinateVoting Shares determined by dividing the accumulated Participant’s Contribution and any applicable Employer Contribution during the Offering Period by theapplicable Fair Market Value.

14. Exercise of Right/Purchase of Shares.

14.1 A Participant’s right to purchase Subordinate Voting Shares will be exercised automatically on the Purchase Date of each Offering Period. TheParticipant’s Contribution and any applicable Employer Contribution during the Offering Period will be used to purchase, at their Fair MarketValue, the maximum number of whole Subordinate Voting Shares that can be purchased with the amounts in the Participant’s notional account. Nofractional Subordinate Voting Shares may be purchased. However, the Participant’s ESPP Account will be credited with notional fractionalSubordinate Voting Shares which will be aggregated with other notional fractional Subordinate Voting Shares credited from other Purchase Datesand any resulting whole Subordinate Voting Shares from such aggregation will be delivered to the Participant, subject to earlier withdrawal by theParticipant in accordance with Section 15 or termination of employment in accordance with Section 16.

14.2 If prior to a Purchase Date the Corporation determines that all or a portion of the Subordinate Voting Shares to which a Participant is entitled shallbe issued from treasury, then:

(a) the Corporation shall in writing advise the Corporation’s registrar and transfer agent and the Administrative Agent of such determinationand the price therefor, showing the number of Subordinate Voting Shares that shall be issued to such Participant;

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(b) the Administrative Agent shall forward from such Participant’s ESPP Account to the Corporation on or before the Purchase Date, a cashamount equal to the applicable purchase price including any fees, and, subject to Section 12.2, the Corporation shall issue to suchParticipant from treasury the applicable number of Subordinate Voting Shares as determined by dividing the aggregate cash amount sotransferred from the Participant’s ESPP Account by the Fair Market Value; and

(c) such Subordinate Voting Shares shall be issued as fully paid and non-assessable Subordinate Voting Shares in the capital of theCorporation.

14.3 The Administrative Agent shall allocate all Subordinate Voting Shares issued or purchased on behalf of a Participant to such Participant’s ESPPAccount, immediately following the Purchase Date, pending distribution to such Participant. All Subordinate Voting Shares so allocated to theParticipant’s ESPP Account shall be registered in the name of the Administrative Agent or its nominee or held in book-entry form for the benefit ofthe Participant. The Participant for whose account such Subordinate Voting Shares are held by the Administrative Agent shall be entitled to allrights of ownership incidental thereto, including the right to receive dividends and other distributions payable in respect of the Subordinate VotingShares and to receive notice of, attend and vote at meetings of shareholders of the Corporation.

14.4 Any dividend or other income or distribution received on the Subordinate Voting Shares paid with respect to the Subordinate Voting Shares held inan ESPP Account, if any, shall be automatically reinvested in Subordinate Voting Shares from time to time in accordance with the provisions ofthis Plan. The Board shall have the right at any time or from time to time upon notice to Participants to change the default dividend reinvestmentpolicy.

15. Withdrawal

15.1 Withdrawal Procedure . A Participant may withdraw from an Offering Period by submitting to the Corporation a revised Enrollment Formindicating his or her election to withdraw at least thirty (30) Business Days (or within such other timeframe as determined from time to time by theBoard) before the Purchase Date. The accumulated Participant’s Contribution (that has not been used to purchase Subordinate Voting Shares) shallbe paid or delivered, as applicable, to the Participant promptly following receipt of the Participant’s Enrollment Form indicating his or her electionto withdraw and the Participant’s rights under this Plan shall be automatically terminated. If a Participant withdraws from an Offering Period, noadditional Participant’s Contribution will be made during any succeeding Offering Period, unless the Participant re-enrolls in accordance withSection 12.1 of the Plan.

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15.2 Effect on Succeeding Offering Periods . A Participant’s election to withdraw from an Offering Period will not have any effect upon his or her

eligibility to participate in succeeding Offering Periods that commence following the completion of the Offering Period from which the Participantwithdraws.

16. Termination of Employment; Change in Employment Status

16.1 Upon termination of a Participant’s employment with a Participating Entity for any reason, including death, disability, resignation or retirement, ora change in the Participant’s employment status following which the Participant is no longer an Eligible Employee, which in any case occurs atleast five (5) Business Days before the Purchase Date, the Participant will be deemed to have withdrawn from the Plan as of the Termination Dateand the Participant’s Contribution (that has not been used to purchase Subordinate Voting Shares) shall be returned to the Participant, or in the caseof the Participant’s death, to the person(s) entitled to such amounts under Section 24, and the Participant’s rights under this Plan shall beautomatically terminated as of the Termination Date. If the Participant’s Termination Date occurs within five (5) Business Days before a PurchaseDate, the accumulated Participant’s Contribution and any applicable Employer Contribution shall be used to purchase Subordinate Voting Shareson the Purchase Date.

16.2 A Participant whose participation in the Plan has terminated as provided in Section 16.1 or his or her executors or administrators, as the case maybe, may elect to deal with the Subordinate Voting Shares in such Participant’s ESPP Account by completing a notice in the form prescribed by theCorporation and filing it with the Administrative Agent within ninety (90) days after termination of the Participant’s participation in the Planrequesting that:

(a) share certificates for all of the whole Subordinate Voting Shares in the Participant’s ESPP Account be issued in his or her name or asdirected, in which case the Administrative Agent shall make the necessary arrangements for the issuance and delivery of the appropriatecertificates representing the Subordinate Voting Shares as soon as practicable following receipt of any such notice, and the Participant orhis or her executors or administrators, as the case may be, will be responsible for paying any applicable fees in connection therewith (bydeduction from their personal account prior to issuance of the share certificates); or

(b) all of the Subordinate Voting Shares in the Participant’s ESPP Account be sold and the proceeds distributed to him or her or as directed,in which case the Administrative Agent shall sell all such Subordinate Voting Shares as directed and forward the proceeds (net of anybrokerage commissions and sales administration fees) to such Participant or as otherwise directed, or to his or her executors oradministrators, as the case may be, as soon as practicable following receipt of any such notice.

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16.3 If no notice is filed pursuant to Section 16.2 within ninety (90) days after the termination of a Participant’s participation in the Plan, the Participantor his or her executors or administrators, as the case may be, shall be deemed to have elected to request that the whole Subordinate Voting Sharesin the Participant’s ESPP Account be sold and the proceeds distributed to him or her or as directed, in which case the Administrative Agent shallsell all such Subordinate Voting Shares as directed and forward proceeds (net of any brokerage commissions and sales administration fees) to suchParticipant or as otherwise directed, or his to or her executors or administrators, as the case may be, as soon as practicable following the end ofsuch period.

16.4 The Participant or his or her executors or administrators, as the case may be, shall be responsible for ensuring compliance with the provisions of

applicable securities laws and applicable tax laws in respect of the tax consequences resulting from any transfer or sale or Subordinate VotingShares pursuant to Section 16.

16.5 In all instances contemplated by this Section 16, the Participant shall receive the cash equivalent of any fractional Subordinate Voting Sharecredited to his or her ESPP Account.

17. Termination for Inactivity

Where a Participant has not made a Participant’s Contribution in the previous twenty-four (24) months, the Corporation may direct the Administrative Agentto terminate that Participant’s participation in the Plan.

18. Leave of Absence

If a Participant ceases to be an Eligible Employee as a result of an approved leave of absence, the Participant’s participation in the Plan shall continue, andaccordingly, the Participant shall remit payment for the purchase of Subordinate Voting Shares as contemplated in Section 12.1, unless such Participant has updatedhis or her Participant’s Contribution by completing and delivering to the Corporation a new Enrollment Form in accordance with Section 12.4, stating that he or shewishes that his or her Participant’s Contribution to the Plan be suspended during the period of such absence, in which case such suspension shall apply until theParticipant returns to active status and the Participant shall remain eligible for any applicable Employer Contribution earned prior to such suspension.

19. Shares Reserved for Plan

19.1 Number of Shares . A total of 500,000 Subordinate Voting Shares have been reserved as authorized for issuance under the Plan. The SubordinateVoting Shares purchased under the Plan may be Subordinate Voting Shares issued from treasury or Subordinate Voting Shares acquired on theopen market. Subordinate Voting Shares purchased on the open market will be deemed to have been issued pursuant to the plan for the purpose ofthe share reserve set forth in this Section 19.1.

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19.2 Over-Subscribed Offerings . The number of Subordinate Voting Shares which a Participant may purchase during an Offering Period may bereduced if the offering is over-subscribed. No right granted under the Plan shall permit a Participant to purchase Subordinate Voting Shares which,if added together with the total number of Subordinate Voting Shares purchased by all other Participants in such offering would exceed the totalnumber of Subordinate Voting Shares remaining available under the Plan. If the Board determines that, on a particular Purchase Date, the numberof Subordinate Voting Shares with respect to which rights are to be exercised exceeds the number of Subordinate Voting Shares then availableunder the Plan, the Corporation shall make a pro rata allocation of the Subordinate Voting Shares remaining available for purchase in as uniform amanner as practicable and as the Board determines to be equitable.

20. Participation Limits

20.1 The grant of rights under the Plan is subject to the following limitations:

(a) No more than 10% of the Corporation’s outstanding Subordinate Voting Shares and Multiple Voting Shares (calculated on a non-diluted

basis) may be issued under the Plan or pursuant to any other Share Compensation Arrangements of the Corporation in any one (1) yearperiod.

(b) No more than 5% of the Corporation’s outstanding Subordinate Voting Shares and Multiple Voting Shares (calculated on a non-diluted

basis) may be issued under the Plan or pursuant to any other Share Compensation Arrangements of the Corporation to any oneParticipant.

21. Transferability

21.1 No Participant’s Contribution credited to a Participant, nor any rights to receive Subordinate Voting Shares hereunder may be assigned, transferred,

pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution, or as provided in Section 24 hereof) by theParticipant. Any attempt to assign, transfer, pledge or otherwise dispose of such rights or amounts shall be without effect.

21.2 All of the Subordinate Voting Shares purchased by the Administrative Agent on behalf of a Participant pursuant to the provisions hereof shall be

subject to a one-year contractual hold from the date such Subordinate Voting Shares are acquired by the Administrative Agent on behalf of theParticipant.

22. Application of Funds

All Participant’s Contributions received or held by the Corporation under the Plan may be used by the Corporation for any corporate purpose to the extentpermitted by applicable law, and the Corporation shall not be required to segregate such Participant’s Contribution or Employer Contribution.

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23. Statements

A statement of account shall be issued by the Administrative Agent to each Participant as soon as is practical following the end of each Offering Period. Thestatement of account shall indicate for the relevant Offering Period the number of Subordinate Voting Shares allocated to the Participant’s ESPP Account(including all whole and fractional shares), the number of Subordinate Voting Shares withdrawn from the ESPP Account, all cash dividends received in respect ofthe Subordinate Voting Shares held on the Participant’s ESPP Account, if any, and the amount of any lump sum Participant’s Contribution received by theAdministrative Agent.

24. Designation of Beneficiary

A Participant may file, on forms supplied by the Board, a written designation of beneficiary who is to receive any Subordinate Voting Shares and cash inrespect of any fractional Subordinate Voting Shares, if any, from the Participant’s ESPP Account under the Plan in the event of such Participant’s death. Inaddition, a Participant may file a written designation of beneficiary who is to receive any cash withheld through Participant’s Contributions in the event of theParticipant’s death prior to the Purchase Date of an Offering Period.

25. Adjustments Upon Changes in Capitalization: Dissolution or Liquidation; Corporate Transactions

25.1 Adjustments . In the event that any special dividend or other special distribution (whether in the form of cash, securities, or other property),recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange ofshares, or other change in the Corporation’s structure affecting the Subordinate Voting Shares occurs, then in order to prevent dilution orenlargement of the benefits or potential benefits intended to be made available under the Plan, the Board shall conclusively determine theappropriate equitable adjustments, if any, to be made under the Plan, including adjustments to the number of Subordinate Voting Shares whichhave been authorized for issuance under the Plan.

25.2 Dissolution or Liquidation . Unless otherwise determined by the Board, in the event of a proposed dissolution or liquidation of the Corporation, anyOffering Period then in progress will be shortened by setting a new Purchase Date and the Offering Period will end immediately prior to theproposed dissolution or liquidation. The new Purchase Date will be before the date of the Corporation’s proposed dissolution or liquidation. Beforethe new Purchase Date, the Board will provide each Participant with written notice, which may be electronic, of the new Purchase Date and that theParticipant’s right will be exercised automatically on such date, unless before such time, the Participant has withdrawn from the Offering Period inaccordance with Section 15.

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25.3 Corporate Transaction . In the event of a Corporate Transaction, each outstanding right will be assumed or an equivalent right substituted by thesuccessor corporation or a parent or subsidiary of such successor corporation. If the successor corporation refuses to assume or substitute the right,the Offering Period with respect to which the right relates will be shortened by setting a new Purchase Date on which the Offering Period will end.The new Purchase Date will occur before the date of the Corporate Transaction. Prior to the new Purchase Date, the Board will provide eachParticipant with written notice, which may be electronic, of the new Purchase Date and that the Participant’s right will be exercised automaticallyon such date, unless before such time, the Participant has withdrawn from the Offering Period in accordance with Section 15.

26. General Provisions

26.1 Rights As Shareholder . A Participant will become a shareholder with respect to the Subordinate Voting Shares that are purchased pursuant torights granted under the Plan when the Subordinate Voting Shares are transferred to such Participant’s ESPP Account. A Participant will have norights as a shareholder with respect to Subordinate Voting Shares for which an election to participate in an Offering Period has been made untilsuch Participant becomes a shareholder as provided above.

26.2 Successors and Assigns . The Plan shall be binding on the Corporation and its successors and assigns. Rights and obligations under this Plan maybe assigned by the Corporation to a successor in the business of the Corporation, any corporation resulting from any amalgamation, reorganizationcombination, merger or arrangement of the Corporation, or any corporation acquiring all or substantially all of the assets or business of theCorporation.

26.3 Rights of Corporation . The provisions contained in this Plan and any rights available hereunder shall not affect in any way the right of theCorporation or its shareholders or Affiliates to take any action, including any change in the Corporation’s capital structure or its business, or anyacquisition, disposition, amalgamation, combination, merger or consolidation, or the creation or issuance of any bonds, debentures, shares or othersecurities of the Corporation or of an Affiliate thereof or the determination of the rights and conditions attaching thereto, or the dissolution orliquidation of the Corporation or of any of its Affiliates or any sale or transfer of all or any part of their respective assets or businesses, whether ornot any such corporate action or proceeding would have an adverse effect on this Plan or any rights hereunder.

26.4 Market Fluctuations . No amount will be paid to, or in respect of, a Participant under this Plan (including any Subordinate Voting Shares that have

not been issued), to compensate for a downward fluctuation in the price of the Subordinate Voting Shares, nor will any other form of benefit beconferred upon,

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or in respect of, a Participant for such purpose. The Corporation and Administrative Agent make no representations or warranties to theParticipants with respect to this Plan or the Subordinate Voting Shares whatsoever. In seeking the benefits of participation in this Plan, a Participantagrees to exclusively accept all risks associated with a decline in the Fair Market Value of the Subordinate Voting Shares and all other risksassociated with the rights hereunder. Neither the Corporation, any other Participating Entities or the Administrative Agent shall be liable to anyParticipant for any loss resulting from a decline in the Fair Market Value of any Subordinate Voting Share purchased by a Participant pursuant tothe Plan, any change in the market price of the Subordinate Voting Shares between the time of the Participant’s Contribution or the EmployerContribution and the time a purchase of Subordinate Voting Shares using such contributions takes place, as well as any change in the market priceof the Subordinate Voting Shares between the time any dividends are paid in respect of the Subordinate Voting Shares, if any, and the time apurchase of Subordinate Voting Shares using such dividends takes place.

26.5 Compliance With Law . The obligations of the Corporation under the Plan are subject to compliance with all applicable laws and regulations.Subordinate Voting Shares shall not be issued with respect to any right granted under the Plan unless the issuance and delivery of the SubordinateVoting Shares pursuant thereto shall comply with all applicable laws and the requirements of any Stock Exchange upon which the SubordinateVoting Shares may then be listed. The Corporation shall have no obligation to issue any Subordinate Voting Shares pursuant to this Plan unlessupon official notice of issuance such Subordinate Voting Shares shall have been duly listed with a Stock Exchange. If Subordinate Voting Sharescannot be issued to a Participant due to legal or regulatory restrictions, the obligation of the Corporation to issue such Subordinate Voting Sharesshall terminate.

26.6 Registration . No Subordinate Voting Shares shall be issued or sold hereunder, where such grant, issue, or sale would require registration of thePlan or of the Subordinate Voting Shares under the securities laws of any foreign jurisdiction (other than Canada and the United States) or thefiling of any prospectus for the qualification of same thereunder, and any purported issue or sale of Subordinate Voting Shares hereunder inviolation of this provision shall be void.

26.7 Quotation of Shares . So long as the Subordinate Voting Shares are listed on one or more Stock Exchanges, the Corporation must apply to such

Stock Exchange or Stock Exchanges for the listing or quotation, as applicable, of the Subordinate Voting Shares purchased under the Plan,however, the Corporation cannot guarantee that such Subordinate Voting Shares will be listed or quoted on any Stock Exchange.

26.8 Effective Date . The Plan shall become effective on ●, 2017 (the “ Effective Date ”).

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26.9 Amendment or Termination . Subject to the final sentence of this Section 26.9, the Board may amend, suspend or terminate the Plan, or any portionthereof, at any time, subject to those provisions of applicable law (including the applicable rules, regulations and policies of any Stock Exchange)that require the approval of shareholders of the Corporation or any governmental or regulatory body. The Board may, from time to time, in itsabsolute discretion and without seeking shareholder approval, make the following amendments (i) any amendment necessary to comply withapplicable law or the requirements of the TSX, the NYSE or any other regulatory body; (ii) any amendment of a “housekeeping” nature, includingto clarify the meaning of an existing provision of the Plan, correct or supplement any provision of the Plan that is inconsistent with any otherprovision of the Plan, correct any grammatical or typographical errors or amend the definitions in the Plan; (iii) any amendment regarding theadministration of the Plan; (iv) any amendment to add an insider participation limit; and (v) any other amendment that does not require theapproval of the shareholders of the Corporation as provided for under the following sentence. Notwithstanding the foregoing, the Board shall berequired to obtain shareholder approval to make the following amendments:

(a) any amendment increasing the number of Subordinate Voting Shares reserved for issuance under the Plan;

(b) any amendment lowering the purchase price payable for Subordinate Voting Shares under the Plan;

(c) any amendment increasing the Employer Contribution;

(d) any amendment amending the provisions of this Section 26.9;

(e) any amendment extending eligibility to participate in the Plan to non-Employees; or

(f) any amendment that is required to be approved by shareholders under applicable laws, regulations or Stock Exchange rules.

Except as expressly set forth in the Plan, no action of the Board may adversely alter or impair the rights that have accrued to a Participant on orprior to the date of amendment, suspension or termination without the consent of the affected Participant.

26.10 Governing Law . This Plan shall be governed by and construed and interpreted in accordance with the laws of the Province of Ontario and thefederal laws of Canada applicable therein.

26.11 Withholding . To satisfy any applicable income and/or payroll tax withholding requirement (including with respect to the Employer Contribution),

the Corporation may withhold such income and/or payroll taxes from the Participant’s Compensation. Each Participating Entity is authorized todeduct or withhold from any amount payable or credited hereunder such taxes and other

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amounts as it may be required by applicable law to deduct or withhold and to remit the amounts deducted or withheld to the applicablegovernmental authority as required by applicable law. If the Participating Entity is required under applicable law to deduct or withhold and remit tothe applicable government authority an amount on account of tax in respect of any amount paid hereunder and there is insufficient cash paidhereunder from which to make the required deduction or withholding, the Participant shall: (a) pay to the Participating Entity sufficient cash as isreasonably determined by the Participating Entity to be the amount necessary to permit the required remittance; (b) authorize Participating Entity,on behalf of the Participant, to sell in the market on such terms and at such time or times as the Participating Entity determines, a portion of theSubordinate Voting Shares issued hereunder to realize cash proceeds to be used to satisfy the required tax remittance; or (c) make otherarrangements acceptable to the Participating Entity to fund the required tax remittance, including authorizing additional tax withholding from othersources of compensation.

26.12 Unfunded and Unsecured Plan . Participants (and their legal representatives) shall have no legal or equitable right, claim, or interest in any specificproperty or asset of any Participating Entity. No asset of any Participating Entity shall be held in any way as collateral security for the fulfillment ofthe obligations of the Participating Entities under this Plan. Unless otherwise determined by the Board, this Plan shall be unfunded. To the extentany Participant or his or her estate holds any rights by virtue of a grant of Subordinate Voting Shares under this Plan, such rights (unless otherwisedetermined by the Board) shall be no greater than the rights of an unsecured creditor of the Corporation.

26.13 Other Employee Benefits . The amount of any compensation deemed to be received by a Participant as a result of participating in the Plan will not

constitute compensation with respect to which any other employee benefits of that Participant are determined including benefits under any bonus,pension, profit-sharing, insurance or salary continuation plan, except as otherwise specifically determined by the Board in writing.

26.14 Tax Consequences . It is the responsibility of the Participant to complete and file any tax returns and pay all taxes that may be required underCanadian, U.S. or other tax laws within the periods specified in those laws as a result of the Participant’s participation in the Plan. No ParticipatingEntity shall be held responsible for any tax consequences to a Participant as a result of the Participant’s participation in the Plan. For the avoidanceof doubt, the Plan is not intended to qualify as an “employee stock purchase plan” within the meaning of Section 1.423-2(a) of the TreasuryRegulations.

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26.15 Severability . If any provision of the Plan shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall notaffect any other provision hereof, and the Plan shall be construed as if such invalid or unenforceable provision were omitted.

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Exhibit 10.30

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”) is made and entered into as of this 9 th day of March 2017 byand between Canada Goose Inc. (the “ Company ”) and Dani Reiss (the “ Executive ”), and is effective as of the date hereof (the “ Effective Date ”). ThisAgreement shall supersede and replace the Employment Agreement entered into between the Company (formerly known as Canada Goose Products Inc.) and theExecutive on December 9, 2013 (“ Prior Employment Agreement ”).

RECITALS

The Company desires to continue to employ the Executive and the Executive desires to continue to be employed on the terms and conditions set forth in thisAgreement. In consideration of the foregoing premises and the mutual promises, terms, provisions and conditions set forth in this Agreement, the parties herebyagree:

1. Employment

Subject to the terms and conditions set forth in this Agreement, the Company hereby offers and the Executive hereby accepts continued employment.

2. Term

This Agreement will continue in effect until terminated in accordance with Section 5. The term of this Agreement is hereafter referred to as “the term of thisAgreement” or “the term hereof”.

3. Capacity and Performance

(a) During the term hereof, the Executive shall serve the Company and all of its subsidiaries as their President and Chief Executive Officer and the Executiveshall also serve as the Chairman of the Board of Directors of the Company (the “ Board ”). In addition, and without further compensation, the Executive shall serveas a director of one or more of the Company’s Affiliates if so elected or appointed from time to time. The Company shall purchase and continue to maintaindirectors and officers insurance for the benefit of the Executive pursuant to the terms set forth in the Shareholders Agreement by and among Canada GooseHoldings Inc. and the shareholders named therein, even-dated herewith.

(b) During the term hereof, and subject to the terms and conditions set forth in this Agreement, the Executive shall devote his full business time and efforts,business judgment, skill and knowledge to the advancement of the business and interests of the Company and its Affiliates and to the discharge of his duties andresponsibilities hereunder. Subject to anything else contained in this Agreement, the Executive shall not engage in any other business activity or serve in anyindustry, trade, professional, governmental or academic position during the term of this Agreement, except as may be expressly approved in advance by the Boardin writing.

(c) The Executive may continue to sit on or be involved with those not-for-profit, industry, trade, professional, charitable and other philanthropic boards orcommittees that are set forth on the schedule attached hereto as Exhibit A . The Executive may sit on or be involved with any additional not-for-profit, industry,trade, professional, charitable and philanthropic boards or committees, and the boards of any for-profit entities, in each case with the prior written approval of theBoard (except, for the avoidance of doubt, such approval is not required to sit on the Board or the board of any of the Company’s Affiliates), not to be unreasonablywithheld; the parties acknowledge that reasonable grounds for withholding such approval will exist if the Executive’s service on or involvement with the applicableboard or committee, as determined by the Board in its reasonable discretion, (i) impedes on his ability to carry out his duties and responsibilities to the Company,(ii) creates a conflict of interest for the Executive, or would reasonably be expected to harm the Company’s reputation, given the nature of the business carried outby the applicable entity, (iii) breaches or is in conflict with any provision of this Agreement or (iv) violates any law. The Executive acknowledges and agrees thathe will not, at any one time during the term of this Agreement, sit on more than four (4) boards (or similar committees), a maximum of two (2) of which can be forpublic companies, unless otherwise expressly permitted by the Board; it being understood that such limitation shall exclude advisory board engagements that arelimited in scope and which do not include involvement in the underlying organization/business or governance responsibility. The Executive will be entitled to allfees, however characterized, earned by him in connection with sitting on any such board or committee, including without limitation, any advisory boardengagements.

(d) The Executive is permitted to carry out paid speaking engagements, lectures and similar activities, and will be entitled to all fees earned by him inconnection with same, provided that he will not engage in such paid activities more than five (5) times in any calendar year during the term of this Agreementwithout the prior written approval of the Board, not to be unreasonably withheld, with reasonable grounds for withholding such approval to be the same as those setforth in Section 3(c) hereof, as determined by the Board in its reasonable discretion. The Executive is also permitted to carry out unpaid speaking engagements,lectures and similar activities, provided that such unpaid activities are consistent with the Executive’s past practice and do not impede on his ability to carry out hisduties and responsibilities to the Company.

(e) During the term hereof, and subject to anything else contained in this Agreement, the Executive shall comply with all Company policies, practices andprocedures and all codes of ethics or business conduct applicable to the Executive’s position, as in effect from time to time, which the Executive is aware of orought to be aware of.

(f) So long as the Executive is the President and/or Chief Executive Officer of the Company, David Reiss will (i) be entitled to retain an office at theCompany’s headquarters, if the Executive determines one is available for him, and (ii) retain the title of Honorary Chairman of the Company.

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4. Compensation and Benefits

As compensation for all services performed by the Executive hereunder during the term hereof, and subject to the performance of the Executive’s duties andresponsibilities to the Company and its Affiliates, pursuant to this Agreement or otherwise:

(a) Base Salary . During the term of this Agreement, the Company shall pay the Executive a base salary at the rate of One Million Canadian Dollars(CAN$1,000,000) per year, payable in accordance with the normal payroll practices of the Company for its executives as in effect from time to time and subject toannual review and increase by the Board, in its sole discretion; it being understood that the Executive’s base salary shall be subject to a minimum annual increaseof 2%. Such base salary, as from time to time increased, is hereafter referred to as the “ Base Salary ”.

(b) Annual Bonus Compensation . For each fiscal year completed during the term hereof, the Executive shall be eligible to earn a bonus. The Executive’starget bonus for the fiscal year ending on March 31, 2017 shall be Seven Hundred Fifty Thousand Canadian Dollars (CAN$750,000), with the actual amount of thebonus, if any, to be determined by the Board. For each fiscal year thereafter, the Executive’s target bonus shall be seventy five percent (75%) of Base Salary, withthe actual amount of the bonus, if any, to be determined by the Board. The Executive acknowledges that with respect to his bonus for each complete fiscal year:(A) metrics used to determine the amount of any annual bonus may change each fiscal year at the discretion of the Board, and such metrics in respect of each fiscalyear will be communicated by the Board to the Executive, in writing, no more than sixty (60) days following the start of such fiscal year; (B) he has no expectationthat in any fiscal year there will be a bonus; and (C) the amount of the Executive’s bonus, if any, that the Executive may be granted may change from year to year.In order to receive an annual bonus under this Section 4(b) for any fiscal year, except as otherwise provided in Section 5 of this Agreement, the Executive must beactively employed by the Company or an Affiliate (excluding any notice period) on the last day of such fiscal year. For greater certainty, other than as specificallyprovided in Section 5 hereof, no period of notice or pay in lieu thereof that is given or that ought to have been given in respect of any termination of employmentwill be considered as extending the Executive’s period of employment for the purpose of determining the Executive’s entitlement to a bonus payment.

(c) Long-Term Incentive Plan . Effective the fiscal year ending on March 31, 2018, the Executive shall be eligible to receive an annual equity grant, subjectto, and in accordance with the terms and conditions of the applicable plan. The Executive’s target equity grant shall be one hundred (100%) percent of Base Salary.

(d) Vacations . During the term hereof, the Executive shall be entitled to six (6) weeks of vacation per annum (provided, however, that should any otheremployee of the Company or an Affiliate be entitled to greater than five (5) weeks of vacation per annum, the Executive’s vacation entitlement shall be increased toequal the vacation entitlement of such other employee), to be taken at such times and intervals as shall be determined by the Executive, subject to the reasonablebusiness needs of the Company. Vacation shall otherwise be governed by the policies of the Company, as in effect from time to time.

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(e) Employee Benefit Plans . During the term hereof and subject to any contribution therefor generally required of employees of the Company, theExecutive shall be entitled to participate in any and all employee benefit plans from time to time in effect for executives of the Company generally, except to theextent any employee benefit plan provides for benefits otherwise provided to the Executive hereunder. Such participation shall be subject to (i) the terms of theapplicable plan documents, (ii) generally applicable Company policies and (iii) the discretion of the Board or any administrative or other committee provided forunder or contemplated by such plan. The Executive shall have no recourse against the Company under this Agreement or otherwise in the event that the Companyshould alter, modify, add to or eliminate any or all of its employee benefit plans in effect for executives of the Company or an Affiliate generally, provided thatunder such circumstances no other employee(s) of the Company or an Affiliate are being offered or provided with employee benefits which are better than thosebeing offered or provided to the Executive; it being understood that in the event that the Company materially alters or eliminates any or all of its employee benefitplans in which the Executive participates, the Company and the Executive shall negotiate in good faith a reasonable replacement, or payment in lieu of suchbenefits.

(f) Business Expenses . Subject to anything else contained in this Agreement, the Company shall pay or reimburse the Executive for reasonable andcustomary business expenses, including those consistent with past practice of the Business, incurred or paid by the Executive in the performance of his duties andresponsibilities hereunder, subject to travel and other policies, and such reasonable substantiation and documentation as may be required by the Company fromtime to time. The Company acknowledges and agrees that when the Executive travels for business the Company shall pay or reimburse the Executive for theexpenses incurred in connection therewith as agreed upon in writing. In addition, the Executive is entitled to receive reimbursement of annual professional dues forYPO (International, Forum and National) and Business Council of Canada and any additional annual professional dues incurred by the Executive, and membershipfees, which are intended to benefit the development, marketing and promotion of the Company shall be reimbursed by the Company subject to the prior writtenapproval of the Board, not to be unreasonably withheld.

For greater certainty under Section 5 below, any business expenses incurred by the Executive which have not yet been reimbursed as of the date of termination ofthe Executive’s employment hereunder, for any reason, will be reimbursed to the Executive following the date of termination provided that such expenses andrequired substantiation and documentation are submitted within sixty (60) days following termination, and that such expenses are reimbursable under the terms ofthis Agreement.

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(g) Medcan Health Plan . The Company shall continue to pay for the Executive’s Medcan chairman’s plan (in addition to the Medcan executive planprovided to all VPs and senior executives), or any replacement or substitution plan(s) therefor, at substantially the same costs as those in effect immediately prior tothe Closing Date, in addition to the Executive’s group health benefits contemplated in Section 4(e) above.

(h) Retirement Savings Program . The Executive will be eligible to participate in the Company’s group RRSP, subject to the terms and conditions of theapplicable plan; it being understood the Executive shall not be eligible to participate in the Company’s DPSP program and the Company shall not match theExecutive’s contributions made to his RRSP.

5. Termination of Employment and Severance Benefits

The Executive’s employment hereunder shall terminate under the following circumstances:

(a) Death . In the event of the Executive’s death during the term hereof, the date of death shall be the date of termination, and the Company shall pay orprovide to the Executive’s designated beneficiary or, if no beneficiary has been designated by the Executive in a notice received by the Company, to his estate:(i) any Base Salary earned but not paid through the date of termination, (ii) pay for any vacation time earned but not used through the date of termination,(iii) subject to the timing rules of Section 4(b) above, any bonus compensation awarded for the fiscal year preceding that in which termination occurs, but unpaidon the date of termination, and (iv) any business expenses incurred by the Executive but unreimbursed on the date of termination, provided that such expenses andrequired substantiation and documentation are submitted within sixty (60) days following termination, and that such expenses are reimbursable under the terms ofthis Agreement (all of the foregoing, payable subject to the timing limitations described herein, “ Final Compensation ”). The Company shall have no furtherobligation or liability to the Executive. Other than business expenses described in Section 5(a)(iv), Final Compensation shall be paid to the Executive’s designatedbeneficiary or estate within thirty (30) days following the date of death in a lump sum.

(b) Disability .

(i) The Company may terminate the Executive’s employment hereunder, upon notice to the Executive, in the event that the Executive becomesdisabled during his employment hereunder through any illness, injury, accident or condition of either a physical or psychological nature and, as a result, isunable to perform substantially all of his duties and responsibilities hereunder (notwithstanding the provision of any reasonable accommodation) for onehundred eighty (180) consecutive days or an aggregate of two hundred forty (240) days during any period of three hundred sixty-five (365) consecutive days.In the event of such termination, the Company shall have no further obligation or liability to the Executive, other than to provide the Executive with hisminimum entitlement to notice, severance pay (if any) and benefits continuation under applicable employment standards legislation and for payment of anyFinal

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Compensation due the Executive. Other than business expenses described in Section 5(a)(iv), Final Compensation shall be paid to the Executive within thirty(30) days following the date of termination of employment in a lump sum.

(ii) The Board may designate another employee to act in the Executive’s place during any period of the Executive’s disability. If any question shallarise as to whether the Executive is disabled through any illness, injury, accident or condition of either a physical or psychological nature so as to be unableto perform substantially all of his duties and responsibilities hereunder, the Executive may, and at the request of the Company shall, submit to a medicalexamination by a physician selected by the Company, from a company such as Medcan or Medysis, to determine whether the Executive is disabled, and suchdetermination shall for the purposes of this Agreement be conclusive. If such question shall arise and the Executive shall fail to submit to such medicalexamination, the Company’s determination of the issue shall be binding on the Executive.

(c) By the Company for Cause . The Company may terminate the Executive’s employment hereunder for just cause, as determined under the common law(“ Cause ”) at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. Upon the giving of notice of termination of theExecutive’s employment hereunder for Cause, the Company shall have no further obligation or liability to the Executive, other than for any Final Compensationdue to the Executive. Other than business expenses described in Section 5(a)(iv), Final Compensation shall be paid to the Executive within thirty (30) daysfollowing the date of termination of employment in a lump sum.

(d) By the Company Other Than for Cause . The Company may terminate the Executive’s employment hereunder other than for Cause at any time uponnotice to the Executive. In the event of such termination, in addition to any Final Compensation due to the Executive, the Company will (i) pay the Executive aseverance amount representing two (2) times the Executive’s Base Salary, plus two (2) times the average of the annual bonus earned by the Executive in the two(2) complete fiscal years preceding the date of termination; (ii) pay the Executive a pro rata amount of the annual bonus, if any, that would have been payable to theExecutive pursuant to Section 4(b) hereof if the Executive’s employment with the Company had not terminated during the fiscal year, which pro rata amount shallbe determined by multiplying (A) the annual bonus earned by the Executive for the fiscal year immediately preceding the fiscal year in which the terminationoccurs, by (B) a fraction, the numerator of which is the number of days during the performance period in which the Executive was employed by the Company andthe denominator of which is three hundred and sixty-five (365) and (iii) continue the Executive’s participation in the benefits plans described in Section 4(e) for aperiod of two (2) years following the date of the termination of employment, subject to the terms of the applicable plan (collectively, the “ Severance Benefits ”).The Company shall also pay the Executive any Final Compensation due him (other than business expenses described in Section 5(a)(iv)) in a lump sum withinthirty (30) days following the date of the termination of employment. Any obligation of the Company to provide the Severance Benefits in excess of statutoryminimums is conditioned, however, on the Executive signing (in such a manner that will give legal effect) and returning to the Company a release of claims in theform attached hereto as Exhibit B within ten (10) days following the date of termination (any such release

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submitted by such deadline, the “ Release of Claims ”) and on the Executive’s continued compliance with the obligations of the Executive to the Company and itsAffiliates under this Agreement that survive termination of his employment, including without limitation under Sections 7, 8 and 9 of this Agreement. Allseverance pay to which the Executive is entitled hereunder which exceeds statutory minimums shall be payable, at the discretion of the Executive, in a lump sumwithin fifteen (15) business days that follows the date on which the Company receives the Executive’s signed Release of Claims, or in the form of salarycontinuation, payable in accordance with the normal payroll practices of the Company for its executives, with the first payment, which shall be retroactive to theday immediately following the date the Executive’s employment terminated, being due and payable, on the Company’s next regular payday for executives thatfollows the date on which the Company receives the Executive’s signed Release of Claims. Any pro rata annual bonus to which the Executive is entitled hereundershall be paid to the Executive at the same time that annual bonuses for the applicable fiscal year are paid to senior executives of the Company generally inaccordance with Section 4(b).

(e) By the Executive for Good Reason . The Executive may terminate his employment hereunder for Good Reason by (i) providing notice to the Companyspecifying in reasonable detail the condition giving rise to the Good Reason no later than the thirtieth (30 th ) day following the occurrence of that condition;(ii) providing the Company a period of thirty (30) days to remedy the condition and so specifying in the notice; and (iii) terminating his employment for GoodReason within thirty (30) days following the expiration of the period to remedy if the Company fails to remedy the condition. The following, if occurring withoutthe Executive’s express written consent, shall constitute “Good Reason” for termination by the Executive:

(i) a material diminution in the nature or scope of the Executive’s duties, authority and/or responsibilities;

(ii) a reduction in Base Salary, bonus opportunity (i.e. the target bonus), as set forth in Section 4(b) hereof or long term incentive opportunity (i.e. thetarget grant) as set forth in Section 4(b) hereof;

(iii) a material breach or non-observance by the Company of any provision of this Agreement which is not remedied within the above-mentioned cureperiod;

(iv) any requirement by the Company that the Executive’s principal office be relocated, or that the Company’s headquarters be relocated, to a locationwhich is outside of Toronto; or

(v) if the Company and/or its Affiliates move or have definitive plans to move any of their production, other than the component build program,outside of Canada while (A) there is still sufficient production capacity inside of Canada which can reasonably be procured in a timely manner and oncommercially reasonable financial terms, and (B) the gross margins of the Company and its Affiliates have not materially declined from the previous yeardue to the fact that production has remained in Canada, as reasonably determined by the Board in good faith.

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In the event of a termination of employment in accordance with this Section 5(e), the Executive will be entitled to receive the Severance Benefits he would havebeen entitled to receive had he been terminated by the Company other than for Cause pursuant to and in accordance with Section 5(d) above, provided that theExecutive signs (in such a manner that will give legal effect) and returns (without revoking) a timely Release of Claims as set forth in Section 5(d). The Companyshall also pay the Executive any Final Compensation due him in a lump sum within thirty (30) days (other than business expenses described in Section 5(a)(iv))following the date of the termination of employment. For the avoidance of doubt, nothing in this Section 5(e) will constitute a waiver of the Executive’s right tobring a claim asserting constructive dismissal in a court of competent jurisdiction.

(f) By the Executive without Good Reason . The Executive may terminate his employment hereunder at any time upon ninety (90) days’ prior writtennotice to the Company. In the event of termination of the Executive’s employment in accordance with this Section 5(f), the Board may elect to waive the period ofnotice, or any portion thereof. The Company shall also pay the Executive any Final Compensation due him in a lump sum within thirty (30) days (other thanbusiness expenses described in Section 5(a)(iv)) following the date of the termination of employment.

(g) Exclusive Right to Severance . The Executive agrees that the Severance Benefits to be provided to him in accordance with the terms and conditions setforth in this Agreement are intended to be inclusive of all termination and/or severance payments that may be required at common law or under the applicableemployment standards legislation. The Executive hereby knowingly and voluntarily waives any right he might otherwise have to participate in or receive benefitsunder any other plan, program or policy of the Company providing for severance or termination pay or benefits. The parties agree that the Executive shall not berequired to mitigate the amount of any payments or benefits which form part of the Severance Benefits by seeking other employment, nor will the SeveranceBenefits be reduced by any compensation, remuneration and/or benefits earned by the Executive as a result of employment by another employer or the rendering ofservices after the date of termination.

6. Effect of Termination

The provisions of this Section 6 shall apply to any termination of the Executive’s employment under this Agreement, pursuant to Section 5 or otherwise.

(a) Provision by the Company of Final Compensation and Severance Benefits, if any, (and notice, severance pay (if any) and benefits continuation, underSection 5(b)(i), if applicable), that are due to the Executive in each case under the applicable termination provision of Section 5 shall constitute the entire obligationof the Company to the Executive. Following the Company’s request, the Executive shall promptly give the Company notice of all facts necessary for the Companyto determine the amount and duration of its obligations in connection with any termination pursuant to Section 5 hereof.

(b) Except as otherwise provided in Section 5 hereof, the Executive’s participation in all employee benefit plans of the Company shall terminate pursuant tothe terms of the applicable plan documents based on the date of termination of the Executive’s employment without regard to any Base Salary for notice waivedpursuant to Section 5(f) hereof or to any Severance Benefits or other payment made to or on behalf of the Executive following such date of termination.

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(c) Provisions of this Agreement shall survive any termination of the Executive’s employment if so provided herein or if necessary or desirable fully toaccomplish the purposes of other surviving provisions, including without limitation the obligations of the Executive under Sections 7, 8 and 9 hereof. Theobligation of the Company to provide Severance Benefits hereunder, which exceed statutory minimums, and Executive’s right to retain such payments, is expresslyconditioned on the Executive’s continued full performance in accordance with Sections 7, 8 and 9 hereof. The Executive recognizes that, except as expresslyprovided in Section 5(d) or 5(e) hereof, or with respect to Base Salary paid for notice waived pursuant to Section 5(f) hereof, no compensation is earned aftertermination of employment.

(d) The Executive shall be entitled to retain his mobile phone (or PDA) and phone number following any termination of the Executive’s employment;provided that the Company shall be permitted to delete from such mobile phone or PDA any and all Confidential Information, Documents and Third-PartyDocuments (each as defined in Section 7 hereof) at the time the Executive’s employment terminates.

(e) Following any termination of the Executive’s employment, the Company shall return to the Executive all personal items of the Executive which arelocated at or on the Company or any of its Affiliates’ premises or under any of their possession or control, including, without limitation, the items listed in Exhibit C hereto (collectively, “ Personal Items ”). Any items that are provided to the Executive in his capacity as President and/or Chief Executive Officer of theCompany, which are not considered Personal Items, and could reasonably be expected to have a market value of or greater than One Thousand Canadian Dollars(CAN$1,000), will only be retained by the Executive following termination of his employment in the Board’s discretion, after consultation with the Executive.

7. Confidential Information

(a) The Executive acknowledges that the Company and its Affiliates continually develop Confidential Information, that the Executive may developConfidential Information for the Company or its Affiliates and that the Executive may learn of Confidential Information during the course of employment. TheExecutive agrees that all Confidential Information which the Executive creates or to which he has access as a result of his employment or other associations withthe Company or any of its Affiliates is and shall remain the sole and exclusive property of the Company or its Affiliate, as applicable. The Executive shall complywith the policies and procedures of the Company and its Affiliates for protecting Confidential Information and shall never disclose to any Person (except asrequired by applicable law or for the proper performance of his duties and responsibilities to the Company and its Affiliates), or use for his own benefit or gain orthe benefit or gain of any other Person, any Confidential Information obtained by the Executive incident to his employment or any other association with theCompany or any of its Affiliates. The Executive understands that this restriction shall continue to apply after his employment terminates, regardless of the reasonfor such termination. Further, the Executive agrees to furnish prompt notice to the Company of any required disclosure of Confidential Information sought pursuantto subpoena, court order or any other legal process or requirement, and agrees to provide the Company a reasonable opportunity to seek protection of theConfidential Information prior to any such disclosure.

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(b) All documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of the Company or any of itsAffiliates and any copies or derivatives (including without limitation electronic), in whole or in part, thereof (the “ Documents ”), whether or not prepared by theExecutive, shall be the sole and exclusive property of the Company and its Affiliates. Except as required for the proper performance of the Executive’s regularduties for the Company or as expressly authorized in writing in advance by the Board or its expressly authorized designee, the Executive will not copy anyDocuments or remove any Documents or copies or derivatives thereof from the premises of the Company. The Executive shall safeguard all Documents and shallsurrender to the Company at the time his employment terminates, and at such earlier time or times as the Board or its designee may specify, all Documents andother property of the Company or any of its Affiliates and all documents, records and tiles of the customers and other Persons with whom the Company or any ofits Affiliates does business (“ Third Party Documents, ” and each individually a “ Third Party Document ”) then in the Executive’s possession or control;provided, however, that if a Document or Third-Party Document is on electronic media, the Executive may, in lieu of surrendering the Document or Third-PartyDocument, provide a copy to the Company on electronic media and delete and overwrite all other electronic media copies thereof. The Executive also agrees that,upon request of any duly authorized officer of the Company, the Executive shall disclose all passwords and passcodes necessary or desirable to enable theCompany or any of its Affiliates or the Persons with whom the Company or any of its Affiliates do business to obtain access to the Documents and Third-PartyDocuments.

8. Assignment of Rights to Intellectual Property

The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company(or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive also hereby waives all moralrights to any copyright assigned hereunder. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or otherproprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requestedby the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to theIntellectual Property. The Executive will not charge the Company for time spent in complying with these obligations, but the Company shall be responsible for allout-of-pockets costs and expenses incurred by the Executive in complying with these obligations. All copyrightable works that the Executive creates forming partof the Intellectual Property shall be considered “works made for hire” and “works made in the course of employment” and shall, upon creation, be ownedexclusively by the Company. During the term of this Agreement, the Executive consents to the use by the Company, its Affiliates and their respective agents andrepresentatives, of the name, voice, likeness, image and other recognizable features of the Executive in the ordinary course of the Company’s business, and tofurther the commercial goals of the Company. The Executive (i) represents and warrants that, as of the date hereof, such recognizable features have not been usedby the Company or any of its Affiliates outside the ordinary course of the Company’s

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business and (ii) agrees that, during the term hereof, he will be responsible for ensuring that the Company and its Affiliates do not use such recognizable featuresoutside the ordinary course of the Company’s business.

9. Restricted Activities

The Executive agrees that the following restrictions on his activities during and after his employment are necessary to protect the goodwill, ConfidentialInformation and other legitimate interests of the Company and its Affiliates:

(a) While the Executive is employed by the Company and for a period of twelve (12) months after his employment terminates, regardless of the basis ortiming of that termination, (the “ Non-Competition Period ”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent,employee, co-venturer or otherwise, carry on or be engaged in or have any financial or other interest in or be otherwise commercially involved in any endeavour,activity or business which is competitive with the Business of the Company or any of its Affiliates or undertake any planning for any business competitive with theBusiness of the Company or any of its Affiliates within any jurisdiction listed on Exhibit D hereto, or any other jurisdiction within which the Company and/or anyof its Affiliates conducts business or has specific plans to conduct business at or prior to the date that the Executive’s employment terminates (the “ RestrictedArea ”). Specifically, but without limiting the foregoing, the Executive agrees not to, without the prior written consent of the Company, engage in any manner inany activity that is directly or indirectly competitive or potentially competitive with the Business of the Company or any of its Affiliates, as conducted or underconsideration at any time during the Executive’s employment, within the Restricted Area and further agrees not to work for or provide services, in any capacity,whether as an employee, independent contractor or otherwise, whether with or without compensation, to any Person who is engaged in any business that iscompetitive with the Business of the Company or any of its Affiliates for which the Executive has provided services, as conducted or in planning during hisemployment within the Restricted Area. The foregoing, however, shall not prevent the Executive’s passive ownership of three (3) percent or less of the equity ordebt securities of any publicly traded company. The Company hereby acknowledges that it has approved of the Executive making the investments outlined,generally, in a letter from the Company to the Executive even-dated herewith, and that such investments, as described in such letter, shall not constitute a violationof the terms of this Agreement.

(b) Subject to anything else contained in this Agreement (including, without limitation, under Sections 3(c) and (d) hereof), the Executive agrees that, duringhis employment with the Company, he will not undertake any outside activity, whether or not competitive with the Business of the Company or any of its Affiliatesthat could reasonably give rise to a conflict of interest or otherwise interfere with any of his duties or obligations to the Company or any of its Affiliates.

(c) The Executive agrees that, during his employment and for a period of twenty four (24) months after his employment terminates, regardless of the basis ortiming of that termination (the “ Non-Solicitation Period ”), he will not directly or indirectly (i) solicit or encourage any Customer or Prospective Customer toterminate or diminish its relationship with the Company or its Affiliates; or (ii) seek to persuade any such Customer or Prospective

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Customer to conduct with anyone else any business or activity which such Customer or Prospective Customer conducts or could reasonably be expected to conductwith the Company or any of its Affiliates; provided that these restrictions shall apply during the Non-Solicitation Period only if the Executive has performed workfor such Customer or Prospective Customer during his employment with the Company or one of its Affiliates or been introduced to, or otherwise had contact with,such Customer or Prospective Customer as a result of his employment or other associations with the Company or one of its Affiliates or has had access toConfidential Information that would assist in the Executive’s solicitation of such Person.

(d) The Executive agrees that during his employment (excluding any activities undertaken on behalf of the Company or any of its Affiliates in the course ofhis duties) and during the Non-Solicitation Period, the Executive will not, and will not assist any other Person to, (i) hire or solicit for hiring any employee of theCompany or any of its Affiliates or seek to persuade any employee of the Company or any of its Affiliates to discontinue employment or (ii) solicit or encourageany independent contractor providing services to the Company or any of its Affiliates to terminate or diminish its relationship with them; provided, however, thatduring the Non-Solicitation Period, (A) these restrictions shall apply only to employees and independent contractors who have provided services to the Company atany time within the two (2) years preceding the date of termination of the Executive’s employment, (B) these restrictions shall not apply as it relates to theExecutive’s executive assistant, and (C) the restrictions against solicitation shall not apply with respect to any general solicitations of employees or independentcontractors issued to the general public.

10. Enforcement of Covenants

The Executive acknowledges that he has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed uponhim pursuant to Sections 7, 8 and 9 hereof. The Executive agrees without reservation that each of the restraints contained herein is necessary for the reasonable andproper protection of the goodwill, Confidential Information and other legitimate interests of the Company and its Affiliates; that each and every one of theserestraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not preventhim from obtaining other suitable employment during the period in which the Executive is bound by them. The Executive further agrees that he will never assert, orpermit to be asserted on his behalf, in any forum, any position contrary to the foregoing. The Executive further acknowledges that, were he to breach any of thecovenants contained in Sections 7, 8 and 9 hereof, the damage to the Company could be irreparable. The Executive therefore agrees that the Company, in additionto any other remedies available to it, shall be entitled to apply for preliminary and permanent injunctive relief against any breach or threatened breach by theExecutive of any of said covenants, without having to post bond. The parties further agree that, in the event that any provision of Section 7, 8 or 9 hereof shall bedetermined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too greata range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

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11. No Conflicting Agreements

The Executive hereby represents and warrants that the execution of this Agreement and the performance of his obligations hereunder will not breach or be inconflict with any other agreement to which the Executive is a party or is bound and that the Executive is not now subject to any covenants against competition orsimilar covenants or any other obligations to any Person or to any court order, judgment or decree that would affect the performance of his obligations hereunder.The Executive will not disclose to or use on behalf of the Company any proprietary information of a third party without such party’s consent.

12. Definitions

Capitalized words or phrases shall have the meanings provided in this Section 12 and as provided elsewhere herein:

(a) “ Affiliate ” means any person or entity directly or indirectly controlling, controlled by or under common control with the Company, where control maybe by either management authority or equity interest. For the avoidance of doubt, Affiliates does not include (i) Bain Capital or Canada Goose Holdings Inc. or anyof their affiliates, or any other portfolio company or affiliate of a portfolio company of any investment fund associated with Bain Capital, other than, in each case,the Company and its direct and indirect parents and subsidiaries, or (ii) Down the Road Enterprises Incorporated or any other direct or indirect holding company ofthe Executive or of any Person related to the Executive.

(b) “ Business ” means the (i) manufacturing, distribution, marketing and sale of outdoor apparel and related accessories and (ii) any other line of businessthat the Company conducts or, as reflected in the Company’s business plans or Board minutes, has specific plans to conduct; provided, however, that for the portionof the Non-Competition Period that follows the termination of the Executive’s employment with the Company, subsection (ii) shall be determined as of the datethat the Executive’s employment terminates.

(c) “ Confidential Information ” means any and all information of the Company and its Affiliates that is not generally known by Persons with whom theycompete or do business, or with whom they plan to compete or do business, and any and all information not publicly known which, if disclosed by the Company orany of its Affiliates, would assist in competition against them. Confidential Information includes without limitation such information relating to (i) thedevelopment, research, testing, manufacturing, marketing and financial activities of the Company and its Affiliates, (ii) the Products, (iii) the costs, sources ofsupply, financial performance and strategic plans of the Company and its Affiliates, (iv) the identity and special needs of the customers of the Company and itsAffiliates and (v) the people and organizations with whom the Company and its Affiliates have business relationships and the nature and substance of thoserelationships. Confidential Information also includes information that the Company or any of its Affiliates has received, or may receive hereafter, belonging toothers that was received by the Company or any of its Affiliates with any understanding, express or implied, that it would not be disclosed. Notwithstanding any ofthe foregoing, Confidential Information shall not include any information that (A) has become generally known to the public or in the relevant industry through nobreach hereof on the part of the Executive or any other Person having an obligation of confidentiality to the Company or any of its Affiliates

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which the Executive is aware of, or (B) known by the Executive in connection with any personal investments made or considered, or which in the future may bemade or considered, by him, including, without limitation, the investments approved by the Company in the letter delivered to the Executive even-dated herewith,or (C) relates to any Excluded Intellectual Property (as hereinafter defined).

(d) “ Customer ” means any Person who, in the immediately preceding twenty-four (24) month period, has, with the Executive’s knowledge, purchased fromthe Company or any of its Affiliates (or its or their respective predecessors) any product or service produced, sold, licensed, or distributed by the Company or anyof its Affiliates in respect of their business.

(e) “ Intellectual Property ” means inventions, discoveries, developments, methods, processes, compositions, works, concepts and ideas (whether or notpatentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by the Executive (whether alone or withothers, whether or not during normal business hours or on or off Company premises) during the Executive’s employment that relate either to the Products or to anyprospective activity of the Company or any of its Affiliates or that result from any work performed by the Executive for the Company or any of its Affiliates or thatmake use of Confidential Information or any of the equipment or facilities of the Company or any of its Affiliates. For greater certainty, Intellectual Property doesnot include any of the foregoing which relates to the name, initials, likeness or image of the Executive, or anything conceived, made, created, developed or reducedto practice by the Executive (or Down the Road Enterprises Incorporated) which (i) does not relate to the Business or make use of Confidential Information and(ii) has never been used by, and is not intended for use by, the Company (collectively, the “ Excluded Intellectual Property ”).

(f) “ Person ” means a natural person, a corporation, a limited liability company, an association, a partnership, an estate, a trust and any other entity ororganization, other than the Company or any of its Affiliates.

(g) “ Products ” means all products planned, researched, developed, tested, sold, licensed, leased, or otherwise distributed or put into use by the Company orany of its Affiliates, together with all services provided or otherwise planned by the Company or any of its Affiliates, during the Executive’s employment.

(h) “ Prospective Customer ” means (i) any Person solicited by the Executive on behalf of the Company or any of its Affiliates for any purpose relating tothe business of the Company or any of its Affiliates at any time during the immediately preceding twelve (12) month period; and (ii) any Person solicited by theCompany or any of its Affiliates with the Executive’s knowledge for any purpose relating to the business of the Company or any of its Affiliates at any time duringthe immediately preceding twelve (12) month period.

13. Withholding

All payments and benefits made by the Company under this Agreement shall be reduced by any tax or other amounts required to be withheld and remitted bythe Company under applicable law.

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14. Assignment

Neither the Company nor the Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without theprior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement without the consent of theExecutive in the event that the Company shall hereafter effect a reorganization, consolidate with, or merge into, an Affiliate or any Person or transfer all orsubstantially all of its properties, stock, or assets to an Affiliate or any Person. This Agreement shall inure to the benefit of and be binding upon the Company andthe Executive, and their respective successors, executors, administrators, heirs and permitted assigns.

15. Severability

If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainderof this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall notbe affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

16. Waiver

No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of either party to require theperformance of any term or obligation of this Agreement, or the waiver by either party of any breach of this Agreement, shall not prevent any subsequentenforcement of such term or obligation or be deemed a waiver of any subsequent breach.

17. Notices

Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered inperson, consigned to a reputable national courier service or deposited in the mail, postage prepaid, registered or certified, and addressed to the Executive at his lastknown address on the books of the Company or, in the case of the Company, at its principal place of business, attention of the Chair of the Board, or to such otheraddress as either party may specify by notice to the other actually received.

18. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes and terminates all prior communications, agreements (including thePrior Employment Agreement) and understandings, written or oral, with respect to the terms and conditions of the Executive’s employment with the Company.

19. Amendment

This Agreement may be amended or modified only by a written instrument signed by the Executive and by an expressly authorized representative of theCompany.

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20. Headings

The headings and captions in this Agreement are for convenience only and in no way define or describe the scope or content of any provision of thisAgreement.

21. Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the sameinstrument.

22. Governing Law

This is an Ontario contract and shall be construed and enforced under and be governed in all respects by the laws of the Province of Ontario, without regardto the conflict of laws principles thereof

23. Independent Legal Advice

The Executive acknowledges that he has been advised to obtain, and that he has obtained or has been afforded the opportunity to obtain, independent legaladvice with respect to this Agreement and that he understands the nature and consequences of this Agreement.

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IN WITNESS WHEREOF , this Agreement has been executed as a sealed instrument by the Company, by its duly authorized representative, and by theExecutive, as of the Effective Date. THE EXECUTIVE: THE COMPANY:

/s/ Dani Reiss By: /s/ Kara MacKillopDaniel Reiss Name: Kara MacKillop

Title: Senior Vice President, Human Resources

By: /s/ Ryan Cotton Name: Ryan Cotton Title:

SignaturePagetoReissEmploymentAgreement

EXHIBIT A

Polar Bears International

Mount Sinai Hospital Foundation

One (1) for-profit company board seat approved by the Board prior to the date hereof.

EXHIBIT B

RELEASE

In consideration of the terms and conditions set out in the Employment Agreement between Canada Goose Inc. (the “ Company ”) and the undersigned datedMarch 9 th , 2017 (the “ Employment Agreement ”), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, theundersigned (the “ Releasor ”, which term includes the undersigned’s heirs, executors, estate trustees, personal representatives and administrators), hereby remises,releases and forever discharges the Company and its Affiliates (as defined in the Employment Agreement) and their respective directors, officers, agents,shareholders, servants and employees (the “ Releasees ”, which term includes their respective successors, assigns, heirs, executors, estate trustees, personalrepresentatives and administrators) of and from all actions, causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, claims and demands of everynature and kind whatsoever, known or unknown, suspected or unsuspected, which the Releasor ever had, now has or may hereafter have against the Releasees, orany of them, for or by reason of, or in any way arising out of the Releasor’s employment with and/or termination of employment with the Company, including butnot limited to any claims or entitlements to salary, bonus, incentive compensation, vacation pay, leave, benefits, long-term disability benefits, expenses, overtimepay, notice of termination, pay in lieu of notice of termination, termination pay or severance pay, wrongful dismissal damages, whether arising by contract (expressor implied), common law, in equity or pursuant to any statute or regulation of Canada or any province including the Ontario HumanRightsCode(having discussedor otherwise canvassed any and all human rights complaints, claims or concerns arising out of or with respect to the Releasor’s relationship with the Releasees) andEmploymentStandardsAct, 2000. Notwithstanding anything else contained herein, nothing herein shall release, remise or discharge the Company and its Affiliatesfrom any obligations any of them may have (i) to indemnify the undersigned as an officer and/or director of the Company and/or any of its Affiliates under anyagreement, document or applicable laws, and (ii) to the undersigned under the Employment Agreement following the termination of the undersigned’s employmentwith the Company.

It is understood and agreed that, for the said consideration, the Releasor has not and will not make any claim or take any proceeding in connection with the claimsreleased herein, including any claim or proceeding against any other person or party who may claim contribution or indemnity from the Releasees by virtue of saidclaim or proceeding.

It is understood and agreed that the amounts provided or to be provided to the Releasor are intended to be inclusive of, and not in addition to, any benefits andallowances or obligations prescribed by applicable employment standards legislation and are in full satisfaction of all obligations under such legislation, includingthe notice, termination pay and benefits requirements and entitlements of such legislation.

The Releasor expressly declares that, other than as provided for in Section 5(d)(iii) of the Employment Agreement, he has no claim of any nature or kind to anyentitlement whatsoever arising under or from any group health or welfare insurance policy maintained by the Releasees for the benefit of its employees includingdisability or life insurance plans.

For the said consideration, the Releasor further covenants and agrees to save harmless and indemnify the Releasees from and against all claims, charges, taxes orpenalties and demands which may be made by the appropriate taxing authorities in Canada and any province requiring the Releasees or any one of them to payincome tax, charges or penalties under applicable statutes and regulations in respect of income tax payable by the Releasor in respect of the services the Releasorrendered to the Releasees.

The Releasor acknowledges that he has obtained independent legal advice with respect to the matters addressed in this Release and hereby voluntarily accepts thesaid terms for the purpose of making full and final compromise, adjustment and settlement of all claims as aforesaid.

Dated this day of , 20 . DANI REISS WITNESS’ NAME

EXHIBIT D

Canada

AlbertaBritish ColumbiaManitobaNew BrunswickNewfoundland and LabradorNova ScotiaOntarioPrince Edward IslandQuebecSaskatchewan

United States

ColoradoMassachusettsNew York State

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Amendment No. 2 to the Registration Statement (No. 333-216078) on Form F-1 of our report dated January 13, 2017 relating to theconsolidated financial statements and financial statement schedule of condensed parent company financial information of Canada Goose Holdings Inc., appearingin the Prospectus which is part of this Registration Statement, and to the references to us under the heading “Experts” in such Prospectus.

/s/ Deloitte LLP

Chartered Professional AccountantsLicensed Public AccountantsToronto, CanadaMarch 10, 2017