jf13d-innerworkings_sagard.htm
 
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.___)*
 
 
Innerworkings, Inc.
(Name of Issuer)
 
 
Common Stock, par value $0.0001 per share
(Title Class of Securities)
 
 
45773Y105
(CUSIP Number)
 
 
Dan Friedberg
Sagard Capital Partners, L.P.
325 Greenwich Avenue
Greenwich, CT 06830
203 629-6700
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
 
August 8, 2011
(Date of Event which Requires Filing of this Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [   ].
 
 
NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
 
*The remainder of this cover page shall be filled out for a reporting person’s initial fling on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 
 
 
 
 
 
CUSIP No. 45773Y105
 
Page 2 of 17 Pages
 
 
 
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):  20-3332164
 
Sagard Capital Partners, L.P
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                                                                     (a) o
                                                (b) o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
WC
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
7
SOLE VOTING POWER
 
0
 
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER
 
2,633,928
 
EACH
REPORTING
9
SOLE DISPOSITIVE POWER
 
                0
 
PERSON
WITH
10
SHARED DISPOSITIVE POWER
 
2,633,928
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
            2,633,928
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
   5.7%
 
14
TYPE OF REPORTING PERSON
         
            PN
 

 
 
 
 
 
 
 
 
CUSIP No. 45773Y105
 
Page 3 of 17 Pages
 
 
 
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):  20-3331555
 
Sagard Capital Partners GP, Inc.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                                                                     (a) o
                                                (b) o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
7
SOLE VOTING POWER
 
0
 
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER
 
2,633,928
 
EACH
REPORTING
9
SOLE DISPOSITIVE POWER
 
                0
 
PERSON
WITH
10
SHARED DISPOSITIVE POWER
 
2,633,928
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
           2,633,928
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
   5.7%
 
14
TYPE OF REPORTING PERSON
         
            CO
 

 
 
 
 
 
 
 
 
CUSIP No. 45773Y105
 
Page 4 of 17 Pages
 
 
 
 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):  20-2402055
 
Sagard Capital Partners Management Corp.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                                                                     (a) o
                                                (b) o
 
3
SEC USE ONLY
 
 
4
SOURCE OF FUNDS
 
AF
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
7
SOLE VOTING POWER
 
0
 
BENEFICIALLY
OWNED BY
8
SHARED VOTING POWER
 
2,633,928
 
EACH
REPORTING
9
SOLE DISPOSITIVE POWER
 
                0
 
PERSON
WITH
10
SHARED DISPOSITIVE POWER
 
2,633,928
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
           2,633,928
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                  o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
   5.7%
 
14
TYPE OF REPORTING PERSON
         
            CO
 

 
 
 
 
 
 
Item 1.         Security and Issuer.
 
This Schedule 13D (this “Statement”) relates to the Common Stock, $0.0001 par value per share (the “Shares”) of Innerworkings, Inc., a Delaware corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 600 West Chicago Avenue, Suite 850, Chicago, IL 60654.
 
Item 2.         Identity and Background.
 
(a) – (c) and (f).
 
The persons filing this Schedule 13D are Sagard Capital Partners, L.P., a Delaware limited partnership (“Sagard”), Sagard Capital Partners GP, Inc., a Delaware corporation (“GP”), and Sagard Capital Partners Management Corp., a Delaware corporation (“Manager,” and together with Sagard and GP, the “Reporting Persons”).
 
Sagard is the direct owner of the securities of the Issuer reported herein as beneficially owned by each of the Reporting Persons.  Sagard is principally engaged in the business of investing in securities.  GP is the general partner of Sagard.  Manager is the investment manager of Sagard.
 
For each of the Reporting Persons, the principal business address, which also serves as the principal office, is 325 Greenwich Avenue, Greenwich CT 06830.
 
As a result of direct and indirect securities holdings, Power Corporation of Canada (“PCC”) and Mr. Paul G. Desmarais may each be deemed to control the Reporting Persons.  Exhibit A hereto identifies persons through whom Mr. Paul G. Desmarais may be deemed to control PCC and, in turn, Sagard.  PCC, a corporation organized under the laws of Canada, is a diversified management and holding company with its principal place of business at 751 Victoria Square, Montreal (Québec), Canada H2Y 2J3. Mr. Paul G. Desmarais, a citizen of Canada, has his principal business address at 751 Victoria Square, Montreal (Québec), Canada H2Y 2J3.  The filing of this Statement, including the exhibits, shall not be construed as an admission that any of the control relationships enumerated herein actually exist.
 
The name, citizenship, occupation and principal business address of each of the directors and executive officers of GP and Manager are listed in Exhibit B and the name, citizenship, occupation and principal business address of each of the directors and executive officers of PCC are listed in Exhibit C hereto.
 
(d) – (e).
 
During the last five years, none of the Reporting Persons, nor any of their respective directors or executive officers, nor any of the persons listed on Exhibit A, Exhibit B or Exhibit C, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws.
 
Item 3.         Source and Amount of Funds or Other Consideration.
 
The aggregate purchase price for the Shares reported herein as beneficially owned by the Reporting Persons is $17,108,961.93.  All Shares held by Sagard were acquired with Sagard’s working capital.
 
Item 4.         Purpose of Transaction.
 
The Reporting Persons acquired the Shares beneficially owned by them for the purpose of acquiring a significant equity position in the Issuer.
 
The Reporting Persons may acquire additional Shares or other securities of the Issuer or may dispose of any or all of their Shares or other securities of the Issuer from time to time depending upon an ongoing evaluation of the Shares, the Issuer, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons, the Issuer’s reactions to the discussions below and/or other considerations.
 
Also, the Reporting Persons may engage in communications with one or more shareholders of the Issuer, one or more officers or employees of the Issuer, one or more members of the board of directors of the Issuer (and/or committees thereof) and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations, business, results, plans, strategy, existing and new markets and customers, budgets, prospects, ownership structure, management team composition, board composition (which could include the idea that a representative(s) of the Reporting Persons be nominated or elected to the board of directors of the Issuer) and management.  The Reporting Persons may discuss ideas that are consistent with, that complement, or that diverge from, the Issuer’s current and future strategy and initiatives.  The Reporting Persons may discuss ideas that, if effected, may result in acquisitions by persons of additional securities of the Issuer, an extraordinary corporate transaction involving the Issuer, changes in the Issuer’s capitalization and/or changes in the board of directors or management of the Issuer.
 
Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.  The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
 
Item 5.         Interest in Securities of the Issuer.
 
(a)           As of August 17, 2011, each Reporting Person beneficially owned 2,633,928 Shares, which represented 5.7% of the outstanding Shares, based upon 46,456,710 Shares outstanding on the Issuer’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2011.
 
In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the “Release”) this filing reflects the securities beneficially owned by Power Corporation of Canada and certain of its subsidiaries, including Sagard.  The filing does not reflect securities beneficially owned, if any, by any subsidiaries of Power Corporation of Canada whose ownership of securities is disaggregated from that of Power Corporation of Canada in accordance with the Release.
 
The beneficial ownership reflected in the remainder of this Item 5, and in the cover pages, reflect beneficial ownership as of August 17, 2011.
 
(b)
Sole power to vote or direct the vote:  0
 
Shared power to vote or direct the vote:  2,633,928
 
Sole power to dispose or to direct the disposition:  0
 
Shared power to dispose or direct the disposition:  2,633,928
 
The power to vote or to direct the vote or to dispose or direct the disposition of the Shares reported herein is shared among the Reporting Persons.
 
(c)  
The following transactions have been effected by Sagard over the last 60 days:
 
Purchases
 
 
Trade Date
Price
Quantity
  
         
 
08/17/2011
$7.4737
22,514
  
 
08/16/2011
$7.3637
16,700
  
 
08/15/2011
$7.4156
21,300
  
 
08/12/2011
$7.3032
25,000
  
 
08/11/2011
$7.2238
27,800
  
 
08/10/2011
$7.0922
28,900
  
 
08/09/2011
$6.9799
50,100
  
 
08/09/2011
$6.8000
25,000
  
 
08/08/2011
$7.1793
50,000
  
 
08/08/2011
$6.9516
25,000
  
 
08/08/2011
$6.6300
15,000
  
 
08/08/2011
$7.4589
16,700
  
 
08/05/2011
$6.9344
38,000
  
 
08/04/2011
$6.7367
25,000
  
 
08/04/2011
$6.7300
20,000
  
 
(d)           Not applicable.
 
(e)           Not applicable.
 
Item 6.
Not Applicable
 
Item 7.         Material to Be Filed as Exhibits.
 
Exhibit A
Persons Who may be Deemed to Control the Reporting Persons
 
Exhibit B
Executive Officers and Directors of Sagard Capital Partners GP, Inc. and Sagard Capital Partners Management Corp.
 
Exhibit C
Executive Officers and Directors of Power Corporation of Canada
 
 
 
 
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:  August 18, 2011
SAGARD CAPITAL PARTNERS, L.P.
By:Sagard Capital Partners GP, Inc., its general partner
 
 
By:           /s/ Dan Friedberg                                          
Name:    Dan Friedberg
Title:      President
 
 
 
 
SAGARD CAPITAL PARTNERS GP, INC.
 
 
By:           /s/ Dan Friedberg                                          
Name:    Dan Friedberg
Title:      President
 
 
 
 
SAGARD CAPITAL PARTNERS MANAGEMENT CORP.
 
 
By:           /s/ Dan Friedberg                                          
Name:    Dan Friedberg
Title:      President
 
 
 
 
 
 
EXHIBIT A
 
Persons who may be Deemed to Control the Reporting Persons
 
Set forth below is the (i) name, (ii) principal business address and (iii) place of organization of each person who may be deemed, for purposes of this Statement, to control the Reporting Persons.
 
(i)            4190297 Canada Inc.
(ii)           751 Victoria Square, Montreal (Québec), Canada H2Y 2J3
(iii)          Canada
 
(i)            3249531 Canada Inc.
(ii)           751 Victoria Square, Montreal (Québec), Canada H2Y 2J3
(iii)          Canada
 
(i)            Power Corporation of Canada
(ii)           751 Victoria Square, Montreal (Québec), Canada H2Y 2J3
(iii)          Canada
 
(i)
Gelco Enterprises Ltd.
(ii)
44 Chipman Hill, Suite 1000, P.O. Box 7289, Station A, Saint John (New Brunswick), Canada E2L 2A9
(iii)
Canada
 
(i)
Nordex Inc.
(ii)
44 Chipman Hill, Suite 1000, P.O. Box 7289, Station A, Saint John (New Brunswick), Canada E2L 2A9
(iii)          Canada
 
 
 
 
 
 
EXHIBIT B
 
Executive Officers and Directors of Sagard Capital Partners GP, Inc.
 
Set forth below is the (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation, (v) principal business address, (vi) ownership of Shares (if any) and (vii) transactions in Shares during the past 60 days (if any) of each of the executive officers and directors of Sagard Capital Partners GP, Inc.
 
(i)
Dan Friedberg
(ii)
Director and Executive Officer (President and Chief Executive Officer)
(iii)
United States
(iv)
Managing Director, Sagard Capital Partners, L.P.
(v)
325 Greenwich Avenue, Greenwich CT 06830
(vi)
None
(vii)
None
   
(i)
Henri-Paul Rousseau
(ii)
Director and Executive Officer (Chairman)
(iii)
Canada
(iv)
Vice-Chairman, Power Corporation of Canada
(v)
751 Victoria Square, Montreal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Phillip K. Ryan
(ii)
Director
(iii)
United States
(iv)
Executive Vice-President and Chief Financial Officer, Power Corporation of Canada
(v)
751 Victoria Square, Montreal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Arnaud Vial
(ii)
Director and Executive Officer (Treasurer)
(iii)
Canada
(iv)
Senior Vice-President, Power Corporation of Canada
(v)
751 Victoria Square, Montreal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Pierre Larochelle
(ii)
Director and Executive Officer (Secretary)
(iii)
Canada
(iv)
Vice-President, Investments, Power Corporation of Canada
(v)
751 Victoria Square, Montreal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
 
Executive Officers and Directors of Sagard Capital Partners Management Corp.
 
Set forth below is the (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation, (v) principal business address, (vi) ownership of Shares (if any) and (vii) transactions in Shares during the past 60 days (if any) of each of the executive officers and directors of Sagard Capital Partners Management Corp.
 
(i)
Dan Friedberg
(ii)
Director and Executive Officer (President and Chief Executive Officer)
(iii)
United States
(iv)
Managing Director, Sagard Capital Partners, L.P.
(v)
325 Greenwich Avenue, Greenwich CT 06830
(vi)
None
(vii)
None
   
(i)
Henri-Paul Rousseau
(ii)
Director and Executive Officer (Chairman)
(iii)
Canada
(iv)
Vice-Chairman, Power Corporation of Canada
(v)
751 Victoria Square, Montreal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Phillip K. Ryan
(ii)
Director
(iii)
United States
(iv)
Executive Vice-President and Chief Financial Officer, Power Corporation of Canada
(v)
751 Victoria Square, Montreal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Arnaud Vial
(ii)
Director
(iii)
Canada
(iv)
Senior Vice-President, Power Corporation of Canada
(v)
751 Victoria Square, Montreal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Pierre Larochelle
(ii)
Director and Executive Officer (Secretary)
(iii)
Canada
(iv)
Vice-President, Investments, Power Corporation of Canada
(v)
751 Victoria Square, Montreal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None

(i)
Michael Braner
(ii)
Executive Officer (Vice-President and Treasurer)
(iii)
United States
(iv)
Partner of Sagard Capital Partners Management Corp.
(v)
325 Greenwich Avenue, Greenwich CT 06830
(vi)
None
(vii)
None
   
(i)
Adam Weiss
(ii)
Executive Officer (Vice-President and Secretary)
(iii)
United States
(iv)
Partner of Sagard Capital Partners Management Corp.
(v)
325 Greenwich Avenue, Greenwich CT 06830
(vi)
None
(vii)
None
 
 
 
 
 
 
EXHIBIT C
 
Executive Officers and Directors of Power Corporation of Canada
 
Set forth below is the (i) name, (ii) title, (iii) country of citizenship, (iv) principal occupation, (v) principal business address, and (vi) ownership of Shares (if any) and (vii) transactions in Shares during the past 60 days (if any) of each of the executive officers and directors of Power Corporation of Canada.
 
(i)
Pierre Beaudoin
(ii)
Director
(iii)
Canada
(iv)
President and Chief Executive Officer, Bombardier Inc.
(v)
800 René-Lévesque Blvd. West, Montréal, 30th Floor, Montreal (Québec), Canada H3B 1Y8
(vi)
None
(vii)
None
   
(i)
Marcel Coutu
(ii)
Director
(iii)
Canada
(iv)
President and Chief Executive Officer, Canadian Oil Sands Limited
(v)
2500 First Canadian Centre, 350 – 7th Avenue S.W., Calgary (Alberta), Canada T2P 3N9
(vi)
None
(vii)
None
   
(i)
Laurent Dassault
(ii)
Director
(iii)
France
(iv)
Vice-President, Groupe Industriel Marcel Dassault SA
(v)
9, Rond-Point des Champs Elysées, 75008 Paris, France
(vi)
None
(vii)
None
   
(i)
André Desmarais
(ii)
Director and Executive Officer
(iii)
Canada
(iv)
Deputy Chairman, President and Co-Chief Executive Officer, Power Corporation of Canada
(v)
751 Victoria Square, Montreal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Paul G. Desmarais
(ii)
Director
(iii)
Canada
(iv)
Chairman of the Executive Committee, Power Corporation of Canada
(v)
751 Victoria Square, Montreal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None

(i)
Paul Desmarais, Jr.
(ii)
Director and Executive Officer
(iii)
Canada
(iv)
Chairman and Co-Chief Executive Officer, Power Corporation of Canada
(v)
751 Victoria Square, Montreal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Guy Fortin
(ii)
Director
(iii)
Canada
(iv)
Director and Vice-Chairman, Sanpalo Investments Corporation
(v)
759 Square Victoria, Montreal (Québec), Canada H2Y 2J7
(vi)
None
(vii)
None
   
(i)
Anthony R. Graham
(ii)
Director
(iii)
Canada
(iv)
President, Wittington Investments, Limited
(v)
22 St. Clair Avenue East, Suite 2001, Toronto (Ontario), Canada M4T 2S7
(vi)
None
(vii)
None
   
(i)
Robert Gratton
(ii)
Director and Executive Officer
(iii)
Canada
(iv)
Deputy Chairman, Power Corporation of Canada
(v)
751 Victoria Square, Montreal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Isabelle Marcoux
(ii)
Director
(iii)
Canada
(iv)
Vice-Chair and Vice-President, Corporate Development, Transcontinental Inc.
(v)
1 Place Ville-Marie, Suite 3315, Montreal (Québec), Canada H3B 3N2
(vi)
None
(vii)
None
   
(i)
Donald F. Mazankowski
(ii)
Director
(iii)
Canada
(iv)
Company Director
(v)
80 Nottingham Inlet, Sherwood Park (Alberta), Canada T8A 6N2
(vi)
None
(vii)
None

(i)
Raymond L. McFeetors
(ii)
Director
(iii)
Canada
(iv)
Chairman, Great-West Lifeco Inc.
(v)
100 Osborne Street North, Winnipeg (Manitoba), Canada R3C 3A5
(vi)
None
(vii)
None
   
(i)
Jerry E.A. Nickerson
(ii)
Director
(iii)
Canada
(iv)
Chairman of the Board, H.B. Nickerson & Sons Limited
(v)
255 Commercial Street, P.O. Box 130, North Sydney (Nova Scotia), Canada B2A 1B9
(vi)
None
(vii)
None
   
(i)
James R. Nininger
(ii)
Director
(iii)
Canada
(iv)
Company Director
(v)
17 Dow’s Lake Road, Ottawa (Ontario), Canada K1S 4L1
(vi)
None
(vii)
None
   
(i)
R. Jeffrey Orr
(ii)
Director
(iii)
Canada
(iv)
President and Chief Executive Officer, Power Financial Corporation
(v)
751 Victoria Square, Montreal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Robert Parizeau
(ii)
Director
(iii)
Canada
(iv)
Chairman, Aon Parizeau Inc.
(v)
700, de la Gauchetière West, Suite 1800, Montreal (Québec), Canada H3B 0A4
(vi)
None
(vii)
None
   
(i)
Michel Plessis-Bélair
(ii)
Director and Executive Officer
(iii)
Canada
(iv)
Vice-Chairman, Power Corporation of Canada
(v)
751 Victoria Square, Montreal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None

(i)
John A. Rae
(ii)
Director and Executive Officer
(iii)
Canada
(iv)
Executive Vice-President, Office of the Chairman of the Executive Committee, Power Corporation of Canada
(v)
751 Victoria Square, Montreal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Henri-Paul Rousseau
(ii)
Director and Executive Officer
(iii)
Canada
(iv)
Vice-Chairman, Power Corporation of Canada
(v)
751 Victoria Square, Montreal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
T. Timothy Ryan, Jr.
(ii)
Director
(iii)
United States
(iv)
President and Chief Executive Officer, SIFMA
(v)
120 Broadway, 35th Floor, New York, NY  10271 U.S.A.
(vi)
None
(vii)
None
   
(i)
Emőke J.E. Szathmáry
(ii)
Director
(iii)
Canada
(iv)
President Emeritus, University of Manitoba
(v)
70 Dysart Road, Room 112, Winnipeg (Manitoba), Canada R3T 2M6
(vi)
None
(vii)
None
   
(i)
Philip K. Ryan
(ii)
Executive Officer
(iii)
 United States
(iv)
Executive Vice-President and Chief Financial Officer, Power Corporation of Canada
 
and Power Financial Corporation
(v)
751 Victoria Square, Montreal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Pierre Larochelle
(ii)
Executive Officer
(iii)
Canada
(iv)
Vice-President, Investments, Power Corporation of Canada
(v)
751 Victoria Square, Montreal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Edward Johnson
(ii)
Executive Officer
(iii)
Canada
(iv)
Senior Vice-President, General Counsel and Secretary, Power Corporation of Canada
(v)
751 Victoria Square, Montreal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Peter Kruyt
(ii)
Executive Officer
(iii)
Canada
(iv)
Vice-President, Power Corporation of Canada
(v)
751 Victoria Square, Montreal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Luc Reny
(ii)
Executive Officer
(iii)
Canada
(iv)
Vice-President, Power Corporation of Canada
(v)
751 Victoria Square, Montreal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None
   
(i)
Arnaud Vial
(ii)
Executive Officer
(iii)
Canada
(iv)
Senior Vice-President, Power Corporation of Canada
(v)
751 Victoria Square, Montreal (Québec), Canada H2Y 2J3
(vi)
None
(vii)
None