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Windward Management Issues Letter to Cineplex’s Board of Directors Encouraging Expedited Value Creation Strategy

  • Notes Cineplex Trades at a Significant Discount to Peers Despite Leading Market Position
  • Urges the Company to Aggressively Pursue Share Buybacks Under Renewed Normal Course Issuer Bid and Actively Pursue Divestitures of Non-Core Assets
  • Believes Cineplex’s Shares Have 200% Upside Potential Over Next 16 Months if a Disciplined Capital Allocation Strategy is Deployed
  • Releases Presentation Highlighting the Tremendous Opportunity at Cineplex

Windward Management LP today issued the following open letter and presentation, Lights, Camera, Action, to the management team and board of directors of Cineplex Inc.

Letter to CGX Board of Directors and Management Team

August 25, 2025

Cineplex, Inc.

Attn: The Board of Directors and Cineplex Management Team

1303 Yonge Street

Toronto, Ontario, Canada M4T 2Y9

Members of the Board of Directors and Cineplex Management Team,

Windward Management LP (collectively with its affiliates, “Windward”, “we”, “our” or “us”) owns approximately 7% of the outstanding common shares of Cineplex, Inc. (TSE: CGX) (“Cineplex” or the “Company”), making us one of the Company’s top-three shareholders. Windward and I have a track record of suggesting accretive and value-enhancing measures to management teams and boards, and we are dedicated to creating and augmenting value for all shareholders, including our clients. We would appreciate the opportunity to maintain a similarly constructive relationship with Cineplex.

We commend the Company for navigating extraordinary circumstances over the past several years. The global pandemic and the Writers Guild of America and SAG-AFTRA strikes were devastating, albeit temporary, exogenous shocks to the North America box office. Cineplex’s prudent decisions to monetize one-third of its Scene+ Loyalty Program stake for $60mm during the depths of COVID, divest non-core assets for $155mm at the end of 2023, and refinance its debt ensured the Company could survive at a time when several other exhibitors went bankrupt.

We believe we are at an inflection point in film exhibition. As outlined in our presentation, we believe the film slate from 2H 2025 – 2027 will reignite the box office. April to July 2025 was the first time Cineplex delivered >$50mm in monthly box office revenues for four straight months since 2019, suggesting early momentum toward recovery. Recent studio commentary supports a strong pipeline of content and stabilizing-to-improving theatrical windows. These tailwinds should support attendance recovering to 80% of 2019 levels in 2026, which we believe will lead to EBITDAaL generation of >$260mm (>20% higher than Street estimates, and management outlines a similar path to $250mm of EBITDAaL in its investor materials). We expect 2027 to be sequentially stronger than 2026, further bolstering the recovery.

Cineplex is rapidly de-leveraging with substantial dry powder for capital allocation. Off a peak of >7x net debt (ex-Convert) to LTM EBITDAaL, leverage has come down several turns, and we believe it will come down to ~2.6x (the lower end of the range) even with $375mm of buyback through the end of 2026 (~55% of current market cap). Between the free cash flow generation and incremental leverage capacity Cineplex will have at its disposal in the next six quarters, the Company could repurchase ~55% of its current market capitalization while remaining at the lower end of its target net leverage. We also encourage the Company to explore sales of its non-core Digital Media segment and Scene+ Loyalty Program, which could yield proceeds of >$220mm, or 33% of its current market capitalization. This would enable Cineplex to pursue a substantial issuer bid, or self-tender, given its current debt covenants.

Over the past year, we have had multiple meetings with the management team and have shared our views on value creation. While we believe we are generally aligned, we are frustrated by the absence of a sense of urgency exhibited by the Company’s leadership. Specifically, we note that although a Normal Course Issuer Bid was put in place a year ago and was just renewed, the Company doesn’t seem to be aggressively repurchasing shares despite a very strong July box office and quickly improving balance sheet. With Top 5 studio releases expected to be up +22% in 2026 vs flattish in 2025, and our EBITDAaL estimate being >20% higher than the Street’s, it’s imperative that management get ahead of the release schedule and buy back stock at highly compelling levels, imminently.

With shares trading at a high-teens unlevered free cash flow yield – a significant discount to peers – the industry being at the point of inflection, and the Company uniquely positioned as the dominant market leader in Canada, time is of the essence. Shareholders would clearly benefit from immediate share repurchases and a potential Substantial Issuer Bid using non-core asset sale proceeds. Our analysis suggests that Cineplex has an opportunity to achieve a >$30 share price, or returns of nearly 200%, by the end of 2026.

We urge the Board and management to act swiftly and accordingly.

Sincerely,

Marc Chalfin

Chief Investment Officer, Windward Management LP

Disclaimer for Forward – Looking Information

Certain information included or incorporated by reference in this letter constitute “forward-looking statements” and “forward-looking information” (together, “forward-looking statements”) within the meaning of applicable securities laws that reflect Windward’s current expectations, assumptions, and estimates of future events, performance and economic conditions. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements and there can be no assurance that the Company’s securities will trade at the prices that may be implied herein, and there can be no assurance that any opinion or assumption herein is, or will be, proven correct. As such, readers should not place undue reliance on any forward-looking statements. Words and phrases such as “believe,” “could,” “enable,” “expect,” “if,” “opportunity,” “potential,” “suggest,” “should,” “upside,” “will,” “would,” and similar words and phrases are intended to identify forward-looking statements. These forward-looking statements may include, but are not limited to, statements concerning: the Company’s future growth potential; the prospects for and the timing of any sale of the Company; its results of operations; the future performance and business prospects and opportunities of the Company; the availability of financing; the value of the Company’s securities; and future cash returns to shareholders. The forward-looking statements contained in this letter are expressly qualified in their entirety by this cautionary statement. All forward-looking statements contained herein are made only as of the date hereof, and Windward disclaims any intention or obligation to update or revise any such forward-looking statements to reflect events or circumstances that subsequently occur, or of which Windward hereafter becomes aware, except as required by applicable law.

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