George Weston Limited

George Weston Limited is a Canadian public company founded in 1882 and through its operating subsidiaries constitutes one of North America’s largest food processing and distribution groups. Weston has two reportable operating segments: Weston Foods and Loblaw Companies Limited. Weston Foods is primarily engaged in the baking and dairy industries within North America. Loblaw is Canada’s largest food distributor and a leading provider of general merchandise, drugstore and financial products and services.

Directors

• Galen Weston Chairman and President of the Corporation; former Chairman, Loblaw Companies Limited; Chairman, Holt, Renfrew & Co., Limited, Brown Thomas Group Limited and Selfridges & Co. Ltd; President, The W. Garfield Weston Foundation; Director, Associated British Foods plc.

• Allan L. Leighton Deputy Chairman of the Corporation, Loblaw Companies Limited and Selfridges & Co. Ltd; Chairman, Royal Mail Group; former President and Chief Executive Officer, Wal-Mart Europe; former Chief Executive, Asda Stores Ltd.; Director, Loblaw Companies Limited, BHS Ltd, BskyB plc, Selfridges & Co. Ltd, Holt, Renfrew & Co., Limited

• A. Charles Baillie Retired Chairman, Toronto Dominion Bank; former Chairman & CEO, Toronto Dominion Bank; Director, Dana Corporation, Canadian National Railway Company and Telus Corporation; Chancellor, Queen’s University.

• Robert J. Dart Vice Chairman and former President, Wittington Investments, Limited; former Senior Tax Partner, Price Waterhouse Canada; Director, Holt, Renfrew & Co., Limited and Brown Thomas Group Limited.

• Peter B.M. Eby Former Vice Chairman and Director, Nesbitt Burns Inc; former Executive, Nesbitt Burns Inc. and its predecessor companies; Director, Leon’s Furniture Limited, Sixty Split Corporation, TD Asset Management USA Funds Inc., Provigo Inc. and R. Split II Corporation.

• Phillip W. Farmer Retired Chairman, President and Chief Executive Officer, Harris Corporation; former Chairman, Executive Committee of the Manufacturers Alliance; Director, Vulcan Materials Company, AuthenTec, Inc.; former Governor, Aerospace Industries Association; Chairman, Board of Trustees of the Florida Institute of Technology; former Member of U.S. Secretary of Defense’s Defense Policy Advisory Committee on Trade.

• Anne L. Fraser Education Consultant, University of Victoria; Associate, Faculties of Management, Education, Engineering, Law and Fine Arts, University of Calgary; President, EnerG Enterprises Inc.; Director, Pier 21 Foundation and The Victoria Foundation.

• Anthony R. Graham President and Director, Wittington Investments Limited; President and Chief Executive Officer, Sumarria Inc.; former Vice-Chairman and Director of National Bank Financial; former Senior Executive Vice President and Managing Director,Lévesque Beaubien Geoffrion Inc.; Chairman and Director, President’s Choice Bank and Graymont Limited; Director, Loblaw Companies Limited,Brown Thomas Group Limited, Holt, Renfrew & Co., Limited, Power Corporation of Canada, Power Financial Corporation, Provigo Inc. and Selfridges & Co. Ltd.

• Mark Hoffman Chairman, Cambridge Research Group and Guinness Flight Venture Capital Trust plc; Director, Millipore Corporation, Advent International Corporation, Hermes Focus Asset Management Limited, Glenhuron Bank Limited and Glenmaple Reinsurance Limited.

• John C. Makinson Chairman and Chief Executive Officer, The Penguin Group; former Group Finance Director, Pearson plc; former Managing Director, Financial Times newspaper; Director, Pearson plc and Interactive Data Corporation Inc.

• J. Robert S. Prichard President and Chief Executive Officer and Director, Torstar Corporation; President Emeritus, University of Toronto; Director, Bank of Montreal, Onex Corporation, Four Seasons Hotels Inc. and Toronto Community Foundation; Chairman, the Visiting Committee for Harvard Law School.

• Wendy Rebanks Treasurer, The W.Garfield Weston Foundation; Trustee, Toronto Art Centre; Honorary Trustee, American Museum Trustee Association and Royal Ontario Museum; Director, The Canadian Merit Scholarship Foundation.

Wittington shares

In October 2003 Weston applied to the Securities Commission of Ontario for an exmption from issuer bid requirements in the matter of its buying shares from Wittington Investments Limited. Wittington is the controlling shareholder of GWL. Wittington made an approach to GWL offer to sell approximately 2 million of its common shares at below the market price.

At that time Wittington owned directly or indirectly approximately 62.5% of all the Common Shares. GWL was in the process of unwinding certain currency swaps and interest rates swaps, which were established for hedging purposes in 2001. The gross proceeds from unwinding these swaps are expected to be approximately $338,000,000. The board of GWL determined that the best use for the net proceeds of the unwinding of these swaps would be to buy back Common Shares.

Wittington then made an irrevocable offer to GWL to sell approximately 2 million Common Shares to GWL at a price around 96% of the average price on the stock exchange for previous 20 days business.

The Securities Commission granted the commission.