Item - 2019.RZ2.1

The Audit Committee deferred consideration of the item until the next Audit Committee meeting.

The Audit Committee recessed its public meeting to meet in closed session to consider the item as it pertains to financial information supplied in confidence to the Board of Directors of TO Live, which, if disclosed, could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization.

At its meeting on May 9, 2019, the Board of Directors of TO Live referred item CT3.1 to the Audit Committee with the request that the Audit Committee review the proposal for a hospitality organization to occupy space within the Sony Centre in CT3.1a and make recommendations to the June 13, 2019 Board meeting.

As part of the Chief Executive Officer's general status update, TO Live has issued an Request for Proposal for a hospitality organization to occupy space within the Sony Centre for the purposes of operating a restaurant/barroom.

This report provides additional background and decision histories related to item 3.1a "Chief Executive Officer's General Status Update - Supplementary Report on Hospitality Organization to Occupy Space within the Sony Centre" considered at the May 9, 2019 Board meeting of the TO Live Board of Directors. The Audit Committee of the TO Live Board will be consider this item at its June 10, 2019 meeting.