On January 1, 2020 the Fund converted to a corporation, named Boyd Group Services Inc. on a 1:1 basis. Unitholders of the Fund and shareholders of BGSI received one common share of BGSI for each unit and/or share held on December 31, 2019.

More information on the conversion is contained in the following documents:

• Articles of Arrangement, Proof of Filing and Final Order
• Information Circular, Boyd Group Income Fund
• Information Circular, Boyd Group Holdings Inc.

No. As a result of the conversion, the Canadian non-resident ownership restriction has been eliminated.

• Simplifies interaction with capital providers, regulatory agencies and equity research analysts
• Simplifies structure and governance setup
• Removes restriction on non-Canadian ownership
• Provides for flexibility in structuring acquisitions on a tax-deferred basis

There will be no change in the distribution/dividend policy immediately following the corporate conversion, except that dividends will be declared and paid on a quarterly basis rather than on a monthly basis. However, the amount of dividends payable will remain at the discretion of the Board of Directors.

The following summary is intended to provide information that may be of assistance to former holders of units (“Units“) of Boyd Group Income Fund (“Unitholders“) or Class A Common shares (“Shares“) of Boyd Group Holdings Inc. (“BGHI Shareholders“) who participated in the court-approved Plan of Arrangement implemented on January 1, 2020 (the “Arrangement“).

As described in the Information Circular, under the Arrangement, each Unitholder and BGHI Shareholder exchanged their Units and Shares, respectively, for common shares of Boyd Group Services Inc. (“BGSI Shares”) on January 1, 2020.

On the exchange of Units for BGSI Shares pursuant to the Arrangement, a Unitholder who held their Units as capital property for tax purposes and is, at all relevant times and for the purposes of the Income Tax Act (Canada) (the “Tax Act“), a resident of Canada and not exempt from tax under Part I of the Tax Act (a “Resident Unitholder“) will recognize a capital gain (or capital loss) equal to the amount, if any, by which the fair market value of the BGSI Shares received exceeds (or is less than) the aggregate of the adjusted cost base of the Units to the Resident Unitholder, determined immediately before the effective time of the unit-for-share exchange. The cost to a Resident Unitholder of their BGSI Shares acquired is equal to the fair market value thereof.

While an exchange of Shares for BGSI Shares pursuant to the Arrangement will generally automatically occur on a tax-deferred basis, a BGHI Shareholder who chooses to recognize a capital gain (or capital loss) and who held their Shares as capital property for tax purposes and is, at all relevant times and for the purposes of the Tax Act, a resident of Canada and not exempt from tax under Part I of the Tax Act (a “Resident BGHI Shareholder“) will recognize a capital gain (or capital loss) equal to the amount, if any, by which the fair market value of the BGSI Shares received exceeds (or is less than) the aggregate of the adjusted cost base of the BGHI Shares to the Resident BGHI Shareholder, determined immediately before the effective time of the share-for-share exchange. The cost to a Resident BGHI Shareholder who chooses to recognize a capital gain (or capital loss) of their BGSI Shares acquired is equal to the fair market value thereof.

Neither Boyd Group Income Fund nor Boyd Group Holdings Inc. has the information to determine the adjusted cost base of any particular Resident Unitholder of their Units or of any particular Resident BGHI Shareholder of their BGHI Shares and each Unitholder and BGHI Shareholder must determine such adjusted cost base using its own records. If you require assistance, please contact your tax advisor.

Boyd Group Services Inc.’s estimate of the fair market value of the BGSI Shares issued in exchange for Units and BGHI Shares is $202.00 per share. This estimate of the fair market value was determined based on the trading price of the Units as of close of trading on December 31, 2019.

The estimate of fair market value is not binding on the Canada Revenue Agency or any particular Unitholder or BGHI Shareholder and all Unitholders and BGHI Shareholders should consult with their own tax advisors with respect to the appropriate mechanism of valuing the BGSI Shares received pursuant to the Arrangement.

Boyd Group Services Inc. is a Canadian company that is considered a qualified foreign corporation as a result of the U.S. and Canada tax treaty. In addition to dividends being paid by a qualified foreign corporation the shareholder must satisfy certain stock holding period requirements. For common stock, shares must be held for more than 60 days throughout the 120-day time period, which begins 60 days before the ex-dividend date. Qualified dividend classification needs to be reviewed on a shareholder-by-shareholder basis and performed by their investment institution.