Officers and Directors of Prime Restaurants Inc. ("Prime") and managment's holding company Prime Restaurant Holdings Inc. ("PRH")

• Michael Aronovici

  Director of Prime

  Mr. Aronovici became a Trustee of the Fund in November 2009. He is the President of Interaction Restaurants Group Inc., a restaurant management and holding company that has been operating in the Canadian restaurant industry for twenty years, and has been involved with several leading brands such as Pizza Hut and Starbucks Coffee amongst others. Mr. Aronovici is also the past Chairman of the Canadian Restaurant and Foodservice Association and a member of the board of directors of the American National Restaurant Association.

• H. Ross R. Bain

  Director of PRH, Executive Vice President, Secretary and Legal Counsel of Prime and PRH

  Mr. Bain is a member of the Board of Directors, and the Executive Vice President, Secretary and Legal Counsel of Prime. Mr. Bain began with Yesac (see our history) in 1985 as Vice President and Legal Counsel. He became a member of the Board of Directors of Prime's predecessor in February 2000. Mr. Bain holds a Bachelor of Engineering (Electrical) degree from McGill University (1971), a Bachelor of Laws degree from the University of Toronto (1974), and was admitted to the bar of Ontario in 1976.

• Paul Haggis

  Director of Prime

  Mr. Haggis became a Trustee of the Fund in November 2009. He is currently Director of the Investment Committee of the Insurance Corporation of British Columbia (ICBC) and a Director of the Canadian Tire Bank. Prior to this he was President and CEO of the Ontario Municipal Employees Retirement System (OMERS) from 2003 to 2007, interim CEO of the Public Sector Pension Investment Board (PSPIB) from 2000 to 2003, and Executive Vice President, Business Development and Chief Credit Officer at Manulife Financial following nine years in the Canadian banking and insurance sectors. Mr. Haggis is a graduate of the University of Western Ontario and a Certified Director through the Directors College.

• Sidney M. Horn

  Director of Prime and PRH

  Mr. Horn was Assistant Secretary of Prime's predecessors from April 1991 until March 2010. Mr. Horn was a partner in the Montréal, Québec law firm of Goodman Phillips & Vineberg from February 1984 (having first joined that firm in November 1977) until May 2000. He joined the Montréal law firm of Stikeman Elliott as a partner in 2000. He has a Bachelor of Arts (1971) from McGill University, a Master of Business Administration from Columbia University (1973), and Bachelor of Civil Law (1977) and Bachelor of Laws (1978) degrees from McGill University.

• Nicholas M. Perpick

  Director of PRH, President and Chief Operating Officer of Prime

  Mr. Perpick is a member of the Board of Directors, and the President and Chief Operating Officer of Prime; he is also one of the original founders of Yesac (see our history). Mr. Perpick served as Senior Vice President of Operations of Prime's predecessors from August 1989 to June 1995, Executive Vice President from June 1995 to May 1997, Chief Operating Officer from May 1997, and President from February 2001. Mr. Perpick graduated from the Hotel and Restaurant Administration program at Fanshawe College, London, Ontario.

• John A. Rothschild

  Director of Prime and PRH, Chief Executive Officer of Prime

  Mr. Rothschild is a member of the Board of Directors, and the Chairman and Chief Executive Officer of Prime. Mr. Rothschild has been a senior officer and member of the Boards of Directors of Prime's predecessors since 1988. From 1979 until 1993, Mr. Rothschild worked for Cemp Investments Ltd. (later Claridge Inc.), rising to become Vice-President of Investments, and then President of one of that company's subsidiaries specializing in investing in small to medium sized businesses. Mr. Rothschild also sits on the boards of directors of several Canadian companies. Mr. Rothschild has a Bachelor of Arts from the University of Toronto (1971), a Master of Business Administration from the University of Western Ontario (1973), and is a Chartered Accountant (both Ontario and Québec).

• Steven Sharpe

  Director and Chairman of Prime

  Mr. Sharpe became a Trustee of the Fund in October 2009. He is currently Managing Director of The EmBaSa Corporation, a private consultancy, advising clients across Canada and internationally primarily on corporate restructuring and business strategy. He is also Chairman of Advantage Oil and Gas Limited, a publicly-listed oil and gas company traded on the Toronto and New York stock exchanges. Prior to this he was Senior Advisor and a founder of Blair Franklin Capital Partners Inc., a Toronto-based investment bank. Mr. Sharpe graduated from Osgoode Hall Law School in 1977 and spent almost twenty years practicing law with two of Canada's most prestigious law firms.

Other Executive Officers

• Nalini Barma

  Vice-PresidentÐ Human Resources

  Ms. Barma joined Prime Restaurants in 2008 as head of Human Resources, and was promoted to Vice-President - Human Resources in 2010. She oversees all aspects of the corporate human resources function for Prime Restaurants. Ms. Barma's 20 years of experience includes senior management positions in various industries including retail, telecommunications and insurance. She holds a business degree from York University.

• Andrew Berzins

  Vice President - Development of Prime

  Mr. Berzins joined Prime as Director of Construction in 1998. In 2000 he became a partner with Prime in Stylcorp Development Inc. ('SDI'), a site development/project management/construction company providing services for plazas, restaurants and housing. In 2003 Prime purchased SDI, and Mr. Berzins became Vice President – Construction. In 2009, he was promoted to Vice President – Development. Prior to joining Prime, Mr. Berzins had extensive experience in the construction industry. He was Site Superintendent, then a Construction Manager with GRW Construction/Armstrong Homes from 1972 to 1979. From 1979 to 1984 he was Vice President of Construction for Toronto-based land developers Goldfan Holdings. From 1984 to 1998 he was Vice President of Kaneff Homes Inc., and Vice President of Construction for Kaneff Properties Ltd, a Mississauga land developer and builder of high-rise condominiums, office towers, retail plazas, single family and multiple low-rise family homes.

• Rob Carmichael

  Vice President - Operations of Prime

  Mr. Carmichael joined Prime in February 2008 as Vice President, but was one of Prime's key Labatt Brewery contacts before then. Mr. Carmichael started his management career in the hospitality business in 1991 as a unit level General Manager with the Empire Pub Group. He then joined SIR Corp, working in various management and New Store Opening roles with the Alice Fazooli’s Brand. In 1999, Rob joined Labatt as a field representative and over the past 8 years has progressed through that company holding key rôles, including those of National Key Account Manager, Western Canada and most recently, Senior Manager, National Key Accounts, Canada.

• Grant Cobb

  Senior Vice President - Brand Management of Prime

  Mr. Cobb was manager of Prime's pub division since that division's inception in 1996 until March 1997, when he was promoted to Vice President - Pub Division. He was also an indirect equity owner in the pub division until the division was amalgamated with Prime's other predecessors. In 2003, he became Vice President - Corporate Restaurants Division, in charge of all of our corporate restaurants. In 2008, he was promoted to Senior Vice President - Casey's and Pubs, and in 2009 again promoted to Senior Vice President - Brand Management. Mr. Cobb has managed several large food service businesses since 1982, including Casey's and Pat & Mario's restaurants, and two hotels. He operated several casual, themed restaurants commencing in 1990 (Bone Fish Louie's, Dakotas, Tailgate Charlie's, Viper Club, Big Buck's Mountain Lodge and Sir Winston's Restaurant and Pub). Mr. Cobb graduated from Centennial College (Hotel and Restaurant Management) in 1982.

• Brian Elliot

  Vice-President - Accounting Services of Prime

  Mr. Elliot commenced employment with Prime in 1994 as the Accounting Manager. In 2000 he was appointed the Controller and in 2006 was appointed the position of Vice-President — Accounting Services. Prior to joining Prime, Mr. Elliot worked with Wendy's Restaurants of Canada Inc. where he held the position of Regional Finance Director. Mr. Elliot received his CMA designation in 1992 from the Society of Management Accountants.

• Jack Gardner

  Vice-President Sales & Marketing - Casey’s & Pubs Division of Prime

  Mr. Gardner joined Prime in March of 2004 as Director, Local Store Sales and Marketing. He was promoted to Vice-President Sales & Marketing - Casey's & Pubs Division in January 2008. Prior to joining Prime, Mr. Gardner held marketing and promotions positions in the film industry including Senior Publicity and Promotions Manager, Sony Pictures Entertainment and Marketing Manager, AMC Theatres of Canada. Mr. Gardner holds a Masters of Arts, English Literature from the University of Toronto.

• William Grady

  Vice President - Purchasing of Prime

  Mr. Grady started in the foodservice industry in 1982 with Finlay Foods as Sales Territory Representative. In 1984 he formed a smallwares and food equipment company called Foremost Restaurant Supplies, servicing an underdeveloped Southern Ontario market. Mr. Grady bought a franchise of Caz's Fish and Chips with a partner and sold it to his partner in 1994 upon joining Prime's predecessors. Mr. Grady commenced employment as an FFE buyer, in 1997 was appointed to Director of Purchasing, and in February 2003 was appointed Vice President — Purchasing.

• Rob Hayes

  Vice President Western Canada - East Side Mario's

  Mr. Hayes joined Prime Restaurants in 2010 as Regional Vice President of Western Canada - East Side Mario's. He started his career with Spectra Group from 1988 to 1997 leading the purchasing team on behalf of Milestones, Boathouses, Chili's Texas Bar & Grill, Romano's Macaroni Grill and Bread Garden. He then joined Cara Operations Ltd. in Vancouver. He was Director of Operations, Western Canada, and directed all operations for Swiss Chalet in British Columbia and Alberta. In 2006, he joined Neptune Food Service and GFS Canada where he was involved in Marketing new business initiatives. He was a CEO of Meinhardt Fine Foods which operates two upscale, gourmet grocery stores in Vancouver and a Café.

• Peter Natyshak

  Vice President -- Franchise Sales and Real Estate Development

  Mr. Natyshak joined Prime Restaurants in 2010 as Vice President – Franchise Sales and Real Estate Development. Mr. Natyshak has a Bachelor's Degree in Business Administration and Management from Cornell University in Ithaca, New York. He started his business career in the real estate field in 1987, owning and managing a nationally recognized real estate franchise. In 1999, he joined Connie's Pizza; a Chicago based restaurant company, and managed the development and operations of their frozen pizza products division. In 2005 he joined a high-end real estate developer in the GTA, and held the Senior Vice President Development position.

• John Verdon

  Vice President – East Side Mario’s Marketing of Prime

  Mr. Verdon joined Prime in 2009 as Vice President – East Side Mario’s Marketing. He had operated a management consulting and full-service advertising agency since 2007. He had also held management positions with Lakeport Beverage Corporation (from 2003 to 2007), Labatt Breweries (from 1998 to 2003) and Molson Breweries (from 1991 to 1996). Mr. Verdon is a graduate of the University of Western Ontario and also holds an MBA from Babson College in Boston.