GOWLING WLG May 27, 2019 WITH PREJUDICE Hon. Caroline Mulroney 010 Paul Boniferro, Deputy Attorney General McMurtry?Scott Building, 11"1 Floor 720 Bay Street Toronto, ON M7A 289 Mr. Terry Burgoyne Osler, Hoskin Harcourt LLP 100 King Street West First Canadian Place Suite 6200, PO. Box 50 Toronto, ON M5X 1B8 RE: Legislation Introduced Relating to the Beer Industry Dear Minister Mulroney and Mr. Burgoyne: We are writing to you as legal counsel to the Government of Ontario on behalf of our clients, Labatt Brewing Company Limited and Molson Canada 2005, who along with Sleeman Breweries Ltd. and Brewers Retail Inc. are the non-govemmental signatories (collectively the ?Signatories?) to the 2015 Master Framework Agreement (the with Her Majesty the Queen in Right of Ontario (the "Province?), in relation to the Province?s introduction today of legislation which purports to terminate the MFA. The MFA was negotiated with the Province in 2015 to enhance customer convenience, choice and shopping experience, while continuing to ensure that consumers in Ontario can purchase beer at prices below the Canadian average and to enhance the beer retailing system for all brewers selling beer in Ontario (see MFA section E, Recitals). The Bill will destroy those benefits, legislate 7,000 Ontario-based The Beer Store employees out of work and cause billions of dollars in damages to the Signatories, and result in higher costs and prices for consumers. Our clients are signi?cant employers in Ontario and across Canada and have invested signi?cantly in Ontario. The Beer Store is owned by more than 30 Ontario based brewers. .2- The Signatories reserve the right to commence litigation to challenge the Bill, and seek compensation, including on the basis that the legislative process has been improperly used by third party interests, the Bill is unconstitutional and constitutes misfeasance in public of?ce by certain Ministers and of?cials involved, and such other grounds as may be advised. We require that you preserve all records in any format, including text messages and emails to personal, constituency, campaign or Progressive Conservative party email accounts, including all records of Premier Ford, Ministers Fedeli, Mulroney, and Bethlenfalvy, as well as Dean French, Mitch Davidson, Dan Miles, Ken Hughes, Michael Bernstein, Jake Gregory and any other relevant personnel, relating to the decision to introduce this bill, including any communications with the Ontario Convenience Store Association, Retail Council of Canada, Alcanna, grocers, convenience stores, Ontario Craft Brewers or any other party that has been involved in, encouraging, lobbying, or inducing the Province to take this step. Nothing in this letter shall be construed as a waiver of, or operate to waive or modify, any rights or entitlements of the Signatories or its af?liates under any applicable law. Yours very truly, Brian Facey Stephen McKersie Blake, Cassels Graydon LLP Gowling WLG Counsel for Labatt Counsel for Molson cc. Michael Bernstein, Lead Negotiator Jake Gregory, Director, Alcohol and Cannabis Policy, Ministry of Finance Tony Golding. Senior Counsel, Ministry of Finance Ken Hughes, Special Advisor for Beverage Alcohol Review